GEMSTAR INTERNATIONAL GROUP LTD - 10-K Annual Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

FOR THE FISCAL YEAR ENDED MARCH 31, 1998

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER 0-26878

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GEMSTAR INTERNATIONAL GROUP LIMITED
(Exact name of Registrant as specified in its charter)

BRITISH VIRGIN ISLANDS N/A
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)

135 NORTH LOS ROBLES AVENUE, SUITE 800, PASADENA, CALIFORNIA 91101
(Address of Principal Executive Offices) (Zip Code)

(626) 792-5700
(Registrant's telephone number, including area code)

Securities registered or to be registered pursuant to Section 12(b) of the
Act: NONE

Securities registered or to be registered pursuant to Section 12(g) of the
Act:
ORDINARY SHARES, PAR VALUE $.01 PER SHARE
(Title of Class)

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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

As of June 15, 1998, there were outstanding 48,507,739 shares of the
Registrant's ordinary shares, par value $.01 per share ("Ordinary Shares"),
which is the only class of Ordinary Shares of the Registrant. As of June 15,
1998, the aggregate market value of Ordinary Shares held by non-affiliates of
the Registrant, based on the closing sales price of $33 7/8 per share as
reported by Nasdaq, was approximately $1,142.4 million.

PART I

ITEM 1. BUSINESS.

GENERAL

Gemstar International Group Limited (the "Company" or "Gemstar") develops,
markets and licenses proprietary technologies and systems that simplify and
enhance consumers' interaction with electronics products and other platforms
that deliver video, programming information and other data. The Company seeks
to have its technologies widely licensed, incorporated and accepted as the
technologies and systems of choice by consumer electronics manufacturers;
service providers ("Service Providers") such as owners or operators of cable
systems, telephone networks, Internet service providers, direct broadcast
satellite providers, wireless systems and other multi-channel video
programming distributors; software developers; and consumers.

The Company's first proprietary system, VCR Plus+, was introduced in 1990
and is widely accepted as a de facto industry standard for programming VCRs
and is currently incorporated into virtually every major brand of VCR sold
worldwide. VCR Plus+ enables consumers to record a television program by
simply entering a PlusCode Number (a proprietary one to eight digit number)
into a VCR or television equipped with the VCR Plus+ technology ("PlusCode
Numbers"). PlusCode Numbers are printed next to television program listings in
over 1,800 publications worldwide, with a combined circulation of over 330
million.

The Company has also developed and acquired a large portfolio of
technologies and intellectual property necessary to implement interactive
programming guides (the "Gemstar Guide Technology") which enable consumers to
navigate through, sort, select, and record television programming. The Gemstar
Guide Technology has been licensed for, or incorporated into, televisions,
VCRs, TV-VCR combination units, cable set top boxes, integrated satellite
receiver decoders, personal computers, PCTVs and Internet appliances. The
Company believes that with the increase in programming content and number of
accessible channels, the Gemstar Guide Technology will become an increasingly
important tool for assisting consumers in sorting, selecting and recording
television programming. The Company further believes that its interactive
program guides will provide an attractive vehicle for the delivery of
advertising and other content to consumers.

The Company's primary source of revenues to date has been license fees paid
by consumer electronics manufacturers and publications for the licensing of
the VCR Plus+ technology and the right to print the PlusCode numbers,
respectively, and to a lesser extent, licensing of the Gemstar Guide
Technology. The Company pursues a licensing strategy for its VCR Plus+ system
and Gemstar Guide Technology wherein the Company is paid on-going per unit
license fees and, in certain instances, one-time, up-front license fees. In
addition, the Company is planning to pursue a recurring revenue model for its
proprietary Gemstar Guide Technology wherein the Company would receive
revenues from the delivery of advertising and promotion displayed on the
guides, from sponsorship of guide pages and from data services and interactive
transactions accessed through the guide, however, to date, the Company has not
derived any revenue from such model. The Company does not charge consumers
set-up or subscription fees for the use of the guide and encourages its
licensed Service Providers to similarly provide the guide without incremental
cost to the consumer.

The Company believes that successful implementation of the its technology
into a broad range of platforms requires the Company to coordinate the
activities of companies in many industries. Accordingly, the Company seeks
long-term relationships with a broad range of consumer electronics and other
manufacturers, television broadcasters, cable companies and software
developers. The Company recently entered into two strategic relationships to
cover multiple interactive program guide platforms. In November 1997, the
Company signed a multi-year agreement with Thomson Consumer Electronics, Inc.
("Thomson"), the United States' largest manufacturer and marketer of
television receivers and related video products, in which the parties agreed,
among other things, to cooperate in establishing the Gemstar Guide Technology
as the industry standard in North and South America, and to jointly pursue a
recurring revenue model in the consumer electronics sector. In January 1998,
the Company entered into a cross-licensing agreement with Microsoft
Corporation ("Microsoft") pursuant to which Microsoft agreed to license the
Gemstar Guide Technology as part of its TV viewer feature in the Windows 98
operating system. Microsoft has also licensed the right to incorporate the
Gemstar Guide Technology in products worldwide that incorporate interactive
program guides.

1

The Company's licensees include: Aiwa Company, Ltd.; Akai Electronics Co.,
Ltd.; Cox Cable Communications; Daewoo Electronics Company, Ltd.; Funai
Electric Co., Ltd.; GTE Communications Systems; Hitachi Corporation, Ltd.;
Hughes Network Systems; JVC; LG Electronics; Matsushita Electric Industrial
Co., Ltd. (Panasonic); Microsoft; Mitsubishi Electric Corporation; Orion
Electric Company, Ltd.; Philips/Magnavox; Pioneer Electronics Corp.; Samsung
Electronics Company, Ltd.; Sanyo Electric Co., Ltd.; Scientific-Atlanta; Sharp
Corporation; Shintom Co. Ltd.; Sony Corporation; SNET Personal Vision, Inc.;
Thomson (ProScan, RCA, GE); Time Warner Cable; Toshiba Corporation; Uniden
America Corporation; and Zenith Electronics Corporation.

The Company was organized in April 1992 as a British Virgin Islands
corporation. Historically, the Company's licensing operations in the United
States were conducted through Gemstar Development Corporation ("GDC"), the
shareholders of which were the same as the Company's shareholders, and the
Company operated internationally through its various subsidiaries incorporated
outside of the United States. In June 1995, the Company consolidated its
domestic and international licensing operations by exchanging Ordinary Shares
of the Company for all of the outstanding stock of GDC (the "GDC Exchange").
As a result of the GDC Exchange, GDC became a wholly owned subsidiary of the
Company. In May 1997, the Company acquired StarSight Telecast, Inc., a
California corporation ("StarSight"). In connection with the acquisition of
StarSight, the Company issued approximately 15.5 million Ordinary Shares for
all of the outstanding stock of StarSight and assumed outstanding StarSight
stock options and warrants which were converted to options and warrants to
purchase approximately 1.4 million and 1.8 million of the Company's Ordinary
Shares, respectively.

INDUSTRY OVERVIEW

Television viewers today are faced with a daunting array of viewing options.
Expansion of analog cable television system capacity has increased the number
of available channels in many households to 100 or more. Direct satellite
broadcast systems now available in most areas of the U.S. can deliver over 200
channels. The adoption of digital broadcasting technology and further
improvement in compression technologies promise an even greater increase in
channel capacity (300 to 500 channels) in digital cable or terrestrial digital
broadcast systems. Further fueling the wealth of consumer viewing choices is
the rapid growth in the number of national broadcast and cable networks in the
past decade, as well as the widespread availability of premium cable
programming and pay-per-view options.

The Company believes that the proliferation of television programming
choices gives rise to the need for consumer electronics devices, including
televisions and VCRs, that provide effective interactive methods of sorting,
selecting and recording television shows which go beyond the limited utility
offered by printed program listings. At the same time, the experience of
consumer electronics manufacturers shows that customer tolerance for complex
and expensive functionalities in video entertainment devices is extremely
limited. To appeal to a broad range of consumers, the Company believes that
home video technology enhancements must be intuitive, cost-effective and easy
to use.

Accordingly, the Company has focused on developing a variety of cost-
effective interactive technologies which help viewers cope with the
proliferation of programming options in a straightforward, user-friendly
manner. The Company's first product, the VCR Plus+ system, simplified the task
of recording television programming. Traditional VCR programming required
users to input multiple data items for each program to be recorded, including
the date, beginning time, length and channel of the desired programs--a
difficult, tedious and error-prone process for many users. By simplifying the
program recording process to entering a single PlusCode number for a desired
program, VCR Plus+ eliminates the complexity and frustration attendant to
traditional VCR programming methods. VCR Plus+ obviates the need for consumers
to track complex and changing program schedules and channel line-ups.
Similarly, the Gemstar Guide Technology is designed to simplify a viewer's
navigation, selection and recording of broadcast, cable and satellite
programming. Gemstar Guide Technology allows users to easily sort, select and
record programming from all available sources, and to intuitively schedule
programs for viewing or recording.

2

VCR Plus+ is now widely accepted and incorporated into most major brands of
VCR, television and TV-VCR combination products. Similarly, the Gemstar Guide
Technology has been licensed by major manufacturers, Service Providers and
software developers in the consumer electronics, satellite, cable,
multichannel multipoint distribution service, and personal computer
industries.

According to the Broadcast Information Bureau World Guide to Television
("BIB"), in France, Germany, Italy, United Kingdom and Spain, the percentage
of television households owning VCRs as of 1997, was 68%, 60%, 69%, 79% and
58%, respectively. BIB estimates that, as of 1997, 84.2% of the television
households in the U.S. owned VCRs. Electronic Industries Association estimated
that consumer VCR sales in the U.S. were over 16.7 million in 1997, an
increase of 7% percent over the previous year. The Company believes that VCR
sales in the U.S. are driven by the replacement of older equipment and the
purchase of multiple units for use within a single household, and that VCR
sales outside the U.S. are substantially greater than those within the U.S.
because of the greater percentage of television households lacking VCRs.
According to Electronic Industry Association, in 1997 consumer portable and
table color television sales in the U.S. were approximately 21.3 million
units. The Company estimates that the number of hardware platforms shipped
annually which are suitable for incorporating the Gemstar Guide Technology may
be as many as 50 million or more, and include televisions (24.5 million units
per year in the U.S., including TV-VCR combination units), VCRs (16.7 million
units per year in the U.S.), set top cable boxes (5 million units per year in
the U.S.), integrated satellite receivers and decoders (4 million per year in
the U.S.) and tuner-equipped personal computers.

The manufacture and sale of VCRs and televisions is highly competitive and
dominated by large consumer electronics companies such as Hitachi Corporation,
Ltd., Matsushita Electric Industrial Co., Ltd., Mitsubishi Electric
Corporation, Samsung Electronics Company, Ltd., Sony Corporation; Thomson,
Toshiba Corporation, Zenith Electronics Corporation and others. Manufacturers
of VCRs and televisions compete primarily on price and features. Innovations
such as remote control and on-screen programming were quickly adopted by major
manufacturers. Innovations such as these initially permit a product model to
command a premium price and, if cost-effective for mass market implementation,
may become "must-have" features that are later incorporated into a broad range
of products. The Company believes that the size of the television and VCR
markets and the competitive pressures within the industry present an
opportunity for companies that can provide innovative technologies that both
appeal to consumers and are attractive to, and cost-effective for,
manufacturers.

Service Providers such as cable system owners and operators and direct
broadcast satellite broadcasters compete with other multi-channel video
programming distributors based on price, the breadth of programming choices
and other viewing features. Service Providers seek to differentiate themselves
from competitive programming distributors and to enhance potential revenues by
offering viewers premium services such as "pay-per-view" programming and other
subscription services. The Company believes that consumer demand for systems
and technologies that help to organize viewing choices, together with Service
Providers' desire to differentiate themselves from competitive programming
distributors and to enhance potential revenues, provides an opportunity for
the Gemstar Guide Technology.

GEMSTAR STRATEGY

The Company's objective is to strengthen its position as a worldwide leader
in developing, marketing and licensing proprietary technologies and systems
that simplify and enhance consumers' interaction with electronics products and
other platforms that deliver video, programming information and other data.
Key elements of the Company's strategy include the following:

Develop Solutions that Address Consumer Needs. The Company believes that
the development of solutions that address consumers' needs for user-
friendly video entertainment products is central to the success of its
technologies and systems. Due to the complexity of video entertainment
devices, consumers typically utilize only a portion of their available
features. To appeal to a broad range of consumers, the Company believes
that home video technology enhancements must be intuitive, cost-effective
and easy to

3

use. Accordingly, the Company seeks to identify and develop technologies
and systems that simplify and enhance consumers' interaction with
electronics products and other platforms that deliver video, programming
information and other data, thereby providing significant value to
consumers. The Company also believes that the growth in available viewing
options has created a need for interactive program guides to assist
consumers in the sorting, selection and recording of programs, much like a
browser or a search engine facilitates the location of desired sites on the
Internet. The Company intends to continue to identify and address consumer
needs with value-added technologies.

Protect Proprietary Solutions. The Company believes that significant
value lies in the intellectual property it has developed, acquired and
incorporated into its technologies and systems. The markets in which the
Company competes are extremely competitive, and it is critical to the
Company's success that it protect and enhance its competitive advantages,
including its intellectual property. Accordingly, the Company has
implemented an extensive intellectual property protection program,
including seeking patent protection where appropriate. In addition, where
the Company believes that others have infringed its intellectual property
rights, it has taken appropriate actions, including litigation, to protect
its rights. The Company intends to continue to aggressively protect its
intellectual property and other competitive advantages.

Establish and Maintain Cross-Industry Support. The successful
implementation of the Company's technologies and systems requires the
Company to coordinate the activities of companies in many industries that
have not historically worked closely together, including consumer
electronics products manufacturers, publishers, broadcasters, cable and
software companies. The Company has established long-term relationships
within these industries and has demonstrated an ability to understand their
varying business objectives and coordinate cross-industry efforts. The
Company believes that its ability to work closely with disparate industry
participants facilitated the success of VCR Plus+ and will contribute to
the successful adoption of the Gemstar Guide Technology. The Company
believes that its ability to understand and coordinate the business
objectives of multiple industry groups provides a significant competitive
advantage.

Develop Multi-Platform Technologies and Systems. The Company seeks to
provide the technologies and systems through which video programming
information and other related data and services is obtained, irrespective
of the delivery platform. As a result, the Company is aggressively pursuing
a multi-platform strategy with respect to licensing its technologies and
systems. The Company has designed its technology to be adaptable to
multiple platforms so that its extensive feature set can become a de facto
industry standard. To date, the Company has licensed its technologies for
inclusion in a range of information delivery platforms that includes
televisions, VCRs, TV-VCR combination units, digital versatile disk
recorders ("DVD Recorders"), cable set top boxes, integrated satellite
receiver decoders, personal computers, PCTVs and Internet appliances. The
Company intends to license its technologies for use on other platforms that
it believes may be widely adopted by consumers.

License Broadly to Create de facto Standard. The Company's strategy is to
establish its technologies and systems as industry standards. Accordingly,
the Company strives to broadly license its technologies non-exclusively
within targeted industry groups. For example, VCR Plus+, widely accepted as
a de facto industry standard, is licensed to virtually every major VCR
manufacturer. Additionally, the Company has
licensed its Gemstar Guide Technology to television manufacturers, cable
operators, and DSS service providers and intends to continue to
aggressively pursue additional licensees. The Company has established
itself as an independent licensor that does not directly compete with its
licensees.

Pursue Recurring Revenue Model. The Company is pursuing recurring revenue
opportunities that may arise in connection with the implementation of the
Gemstar Guide Technology. For example, the Company believes it can provide
additional value-added services to end users, such as on-screen advertising
and subscription services that can be accessed through its future installed
base of Company-licensed interactive program guides.

4

PRODUCTS

VCR Plus+

VCR Plus+ was introduced in 1990 to simplify the programming of VCRs for
consumers and has been adopted as the standard VCR programming aid by
virtually every major consumer electronics manufacturer worldwide. VCR Plus+
is incorporated into VCRs by licensed consumer electronics manufacturers and
enables consumers to record a television program by simply entering a
proprietary one to eight digit PlusCode Number, via a remote control, into a
VCR or television. PlusCode Numbers are published next to television listings
in participating newspapers and television program guides. PlusCode Numbers
are generated through a patented process developed by the Company and are now
carried by over 1,800 newspapers and magazines worldwide, including the New
York Times, the Los Angeles Times, TV Guide, the Asahi Shimbun (Japan), the
Sun (U.K.), the Daily Mirror (U.K.) and the South China Morning Post (Hong
Kong). The Company estimates that in 1997 the combined worldwide circulation
of all publications that contained PlusCode Numbers was approximately 330
million.

The Company continues to develop and introduce additional VCR Plus+ features
that manufacturers can license from the Company to enhance the functionality
of VCR Plus+. These features include systems which are capable of automating
the setup for VCR Plus+, systems which control set-top boxes, systems which
update the clock information and cable channel lineup information, and systems
which enhance the functionality of the V-chip parental control system. The V-
chip parental control system becomes mandatory on at least half of each
manufacturers' TV models with a picture size of 13 inches or greater sold in
the United States beginning after July 1, 1998, and the remaining half of each
manufacturers' models by January 1, 2000, is intended to give a parent the
flexibility and control to identify specific shows to block or unblock from
viewing. VCR Plus+ is also licensed to be incorporated into DVD Recorders. The
Company believes that DVD Recorders incorporating the VCR Plus+ technology
will become commercially available during the Company's 1999 fiscal year.

Interactive Program Guides

The Gemstar Guide Technology was introduced by the Company to implement
interactive programming guides which enable consumers to navigate through,
sort, select and record television programming. The Gemstar Guide Technology
also allows broadcasters to disseminate program information, offers consumer
electronics manufacturers an additional television feature, and provides
Service Providers with an effective tool for marketing their video programming
content. The Gemstar Guide Technology has been licensed for, or incorporated
into, televisions, VCRs, TV-VCR combination units, cable set top boxes,
integrated satellite receiver decoders, personal computers, PCTVs and Internet
appliances. The Company believes that its interactive program guides will
provide an attractive vehicle for the delivery of advertising and other
content to consumers.

The following are major current and anticipated features of the Gemstar
Guide Technology, some of which are not available in all implementations of
the Company's guides:

Program Schedules. The Gemstar Guide Technology provides an up-to-date
and accurate on-screen program schedule listing all programs by title. The
program schedule covers all over-the-air broadcast and cable channels and
provides consumers with future schedule information from one to eight days.

Program Descriptions. In certain implementations, program descriptions
are provided. A program description for a movie, for example, may include
the title, year of release, leading actors/actresses, rating,
star-rating, plot description, black & white or color, stereo, closed
captioning and secondary audio information. Some implementations offer a
dynamic program description which is displayed as soon as the user
highlights a program title. Additionally, in certain implementations, two
levels of descriptions are presented, an abbreviated description, and a
detailed description.

Sorting Functions. The Gemstar Guide Technology offers a variety of
sorting capabilities. Implemented features include sorting by category
(such as movies, sports, children's programming), sorting by theme within a
category (such as drama, action, horror, within the movie category, and
baseball, basketball, football, within the sports category), and sorting by
title. Other features that may be implemented are sorting by rating (in
conjunction with parental guidance and parental control), sorting by
actors/actresses and directors, and sorting by new or repeat showings.

5

Picture-in-Guide. In consumer electronics implementations of the Gemstar
Guide Technology, the television picture is integrated into the guide
screen using picture-in-guide technology. This allows a viewer to continue
television viewing while using the guide. The picture window features full
video and sound while a written description of the program is presented.
The viewer then has a choice of two modes of operation. Under the first
mode, the picture window changes channels automatically to correspond with
the channel highlighted in the guide by the viewer. This mode permits full
text and video surfing by the viewer. Under the second mode, the picture
window is locked on a selected channel. This mode permits the viewer to
continue watching the current program while reviewing other program
options.

Tuning by Title. The Gemstar Guide Technology allows a viewer, with the
push of a button, to tune to a selected program that is highlighted on the
interactive program guide.

One Button Recording. The Gemstar Guide Technology enables a viewer to
highlight a program on the guide and schedule it for recording by touching
a single button. The viewer has the choice of recording single episodes,
daily episodes for programs like soap operas or talk shows, or weekly
episodes for programs that are televised once each week. A review screen
displays all programs selected for recording. In some implementations, the
length of tape needed to record all of the scheduled programs within the
next 24 hours is displayed.

One Button Scheduling. The Gemstar Guide Technology is expected to enable
a viewer to highlight a future program and schedule it for viewing. At the
appropriate time, the television will change channels, or cause the channel
to be changed, to the scheduled program. If the television is turned off,
it is automatically turned on, and automatically turned off after the end
of the scheduled program.

Automatic Clock and Channel Setup. The Gemstar Guide Technology
automatically sets the VCR clock and the channel lineup (both broadcast and
cable) as soon as the user enters the zip code in which the unit is
located.

The Company currently markets and licenses the Gemstar Guide Technology to
consumer electronics manufacturers which incorporate the technology into TVs,
VCRs and TV-VCR combination units ("Consumer Electronics Guides"), and to
Service Providers and manufacturers that supply Service Providers with cable
set-top boxes ("Service Provider Guides"). In the consumer electronics sector,
the Gemstar Guide Technology enables licensed manufacturers to enhance the
functionality and appeal of their products and to realize additional revenue
through premium pricing. The Company believes that the additional costs to
manufacturers of incorporating its technologies into their products must be as
low as possible in order to encourage adoption of its technology by
manufacturers. The Company also believes that its systems' design must be
user-friendly and aesthetically appealing to consumers. The Company's research
and design team in Bedford, Massachusetts works closely with each licensed
manufacturer to achieve these implementation and design objectives. In the
Service Provider sector, the Gemstar Guide Technology enables Service
Providers to market additional services to subscribers. The Gemstar Guide
Technology allows Service Providers to customize certain elements of the guide
for subscribers and also allows subscribers to upgrade features and services
over time. The guide is compatible with the Service Provider's subscription
management and pay-per-view operations.

LICENSEES AND LICENSING

The Company generates licensing revenue through licenses to consumer
electronics manufacturers, Service Providers and software developers, via a
combination of one-time, non-refundable licensing payments and per-unit
license fees as well as to newspapers, magazines and other publications via
license fees for the right to print the PlusCode Numbers. In some cases, the
Company also charges a fee for the development and transfer of relevant
technologies.

6

VCR Plus+

The Company has licensed the VCR Plus+ technology to virtually every major
VCR manufacturer, including the following manufacturers and their associated
North American, European, Asian and South American brands:

Aiwa Company, Ltd. Nokia Technology GmbH Shintom Co., Ltd.
Akai Electric Co., Ltd. North American Philips Corporation Sony Corporation
Daewoo ElectronicsCompany, Ltd. Orion Electric Company, Ltd. Thomson Consumer Electronics
Funai Electric Co., Ltd. Philips Electronics N.V. (Proscan, RCA, GE)
Goldstar Co., Ltd. Pioneer Electronics Corp. Toshiba Corporation
Hitachi Corporation, Ltd. Samsung Electronics Company, Ltd. Victor Company of Japan, Ltd.
Matsushita Electric Sanyo Electric Co., Ltd. Zenith Electronics Corporation
Industrial Co., Ltd. Sharp Corporation
Mitsubishi Electric Corporation

The licensed manufacturers which employ the Company's technology pay the
Company an ongoing per unit license fee based upon the number of units shipped
that incorporate the VCR Plus+ technology. In some cases, such manufacturers
have also paid the Company an up-front, one-time licensing fee. The Company
continues to develop and introduce additional VCR Plus+ features that
manufacturers can license from the Company to enhance the functionality of VCR
Plus+. Manufacturers are required to pay an additional license fee for each
unit incorporating an enhanced feature. License agreements with manufacturers
have terms which typically range from three to seven years.

The Company's license fees for the right to print its proprietary PlusCode
Numbers in publications are based on the circulation of each publication. The
Company's agreements with newspapers and magazines that publish PlusCode
Numbers have terms ranging from one to seven years and provide for modest
license fees to the Company. Agreements with certain publications require the
publications to provide substantial promotion of the VCR Plus+ system. The
Company has entered into an agency agreement with United Feature Syndicate,
Inc. to handle the licensing of PlusCode Numbers to newspapers in the U.S. and
other countries and to maintain certain ongoing relationships with existing
publishers.

Interactive Program Guides

The Company licenses the Gemstar Guide Technology to major consumer
electronics manufacturers, including the following manufacturers and their
associated North American, European, Asian and South American brands:

Hitachi, Ltd. Philips Consumer Electronics Company Thomson Multimedia S.A.
Matsushita Electric Industrial Co., Ltd. Sanyo Electric Company, Ltd. (Proscan, RCA, GE)
(Panasonic) Sharp Corporation Victor Company of Japan, Ltd.
Mitsubishi Electric Corporation Sony Corporation Zenith Electronics Corporation

The Company licenses the Gemstar Guide Technology to consumer electronics
manufacturers for a combination of a one-time non-refundable fee and
continuing license fees based on the number of units shipped incorporating the
licensed technology. License agreements with such manufacturers have terms
which typically range from three to seven years.

The Company licenses the Gemstar Guide Technology to Service Providers and
manufacturers in the cable, satellite and set-top box industries, including
the following:

CABLE OPERATORS SATELLITE SET-TOP BOX MANUFACTURERS
--------------- --------- -------------------------

Americast Hitachi Corporation, Ltd. Scientific Atlanta
Cox Cable Communications Hughes Network Systems
GTE Communications Systems Matsushita Consumer Electronics Company
Time Warner Cable Sony Corporation
TKR Cable Company Americast Toshiba Corporation
Thomson
Uniden America Corporation

7

In January 1998 the Company entered into a cross-licensing agreement with
Microsoft pursuant to which Microsoft agreed to adopt the Gemstar Guide
Technology as part of its TV Viewer feature in the Windows '98 operating
system and in Microsoft products worldwide that incorporate interactive
program guides.

The Company typically requires that licensees adhere to a set of
specifications for incorporating Gemstar technology in their products. The
specifications prescribe minimum functionality which must be implemented,
maximum permitted functionality, and certain functionalities or features which
require additional license fees or special licensing terms. The Company's
license agreements typically contain limitations on licensees' ability to
assert that the Company's technology infringes their intellectual property.
The Company intends to require software developer licensees to agree to obtain
such commitments from Service Providers to whom they supply software
incorporating Gemstar technology.

TECHNOLOGY

VCR Plus+

The Company's VCR Plus + technology allows a user to record a program simply
by entering a proprietary PlusCode Number into a VCR or television. The
PlusCode Numbers encode, in a compressed and encrypted form, the essential
elements of programming information, including date, time, channel and length
of program. The PlusCode Numbers are decoded by the Company's proprietary
software, which is embedded in a microprocessor in the VCRs or televisions by
licensed consumer electronics manufacturers. Accordingly, when the user enters
a PlusCode Number, the VCR Plus+ system turns on the VCR, records the
appropriate channel at the appropriate time and then shuts off the VCR. The
VCR Plus+ technology has also been incorporated into televisions and licensed
to be incorporated into DVD Recorders. A television incorporating the VCR
Plus+ technology controls a VCR through infrared signals.

Interactive Program Guides

In order to transmit programming information directly to end-users of its
interactive program guides, the Company has designed and implemented a data
delivery system (the "Gemstar Data Delivery System"). The Gemstar Data
Delivery System includes communication networks comprised of a central
computer which transmits program data via various means to the Company's
insertion equipment located in network headends, cable headends and broadcast
stations for inclusion in television signals, as well as proprietary methods
and technologies for assembling, editing, data encryption, data packaging,
data insertion, data distribution and data broadcasting of television program
listing information and other data. It also includes mirror sites, emergency
override systems and procedures, emergency recovery systems and procedures,
and data quality monitoring systems to ensure the successful transmission of
the Company's data.

The Company typically receives television program listing data from
commercial suppliers and applies quality control and editing procedures to
customize the data in a format suitable for the Company's interactive program
guides. The Company has entered into an agreement to purchase programming
information in electronic form from Tribune Media Service, Inc., a subsidiary
of the Tribune Company and a leading supplier of television program
information, as well as other commercial services. Once the data is received,
it is electronically converted into data packets ready for transmission. In
most cases, the data is encrypted. Consumer Electronic Guides utilize the VCR
Plus+ system for program identification, data encryption and data compression.
After the program information is reformatted, the data packets are transmitted
via a variety of transmission means, including land-line telephone link, NABTS
broadcast, and satellite link to the Company's insertion equipment located in
network headends, cable headends, and broadcast stations for inclusion in the
television signals. The data is then broadcast by the Company pursuant to
agreements with local television stations, cable broadcasters and national
television networks. The Gemstar Data Delivery System presently includes over
500 local television broadcast stations, three national cable networks,
five national broadcast networks (ABC, FOX, CBS, UPN and PBS) which combine to
cover virtually all U.S. television households with multiple redundancy in
most areas. Similar agreements have been reached with the Tokyo Broadcasting
System, the largest private television

8

network in Japan, Canadian Broadcasting Company, a national broadcaster in
Canada, and RTL, a national broadcaster in Germany. The Company also intends
to seek similar agreements with other broadcasters which will provide the
Company with additional redundancy of coverage and will provide broadcasters
with the ability to update their own program information. These television
stations and cable companies broadcast, both over the air and through local
cable television operators, the television program listing data for all
channels (including information of other networks or stations) through their
vertical blanking interval which is the unused air time between television
picture frames.

In each of its agreements with broadcasters, the Company has the right to
install its insertion equipment required to insert data into the vertical
blanking interval without charge to the broadcasters. In order to ensure the
availability and quality of such equipment to its broadcasters, in 1993 the
Company acquired a majority ownership interest in NORPAK Corporation, a
Canadian based company and leading manufacturer of broadcast data insertion
equipment. NORPAK Corporation presently supplies data-insertion equipment to
major broadcasters such as the ABC and CBS Television Networks and Turner
Broadcasting Systems.

The current design of the Company's Service Provider Guides includes a
software application that is downloaded and stored in flash memory in advanced
analog and digital converter boxes containing up to seven days of program
information. The application is supplied with data, updated daily, through the
Gemstar Data Delivery System to viewers through their Service Providers. The
Service Provider Guides store the infra-red code base of VCRs and cable set-
top boxes and control them by infra-red emission.

STRATEGIC RELATIONSHIPS

In addition to its customary licensing arrangements with consumer
electronics manufacturers and Service Providers, the Company has entered into
relationships with parties that can offer strategic benefits. The Company
believes that the design and capabilities of the Gemstar Guide Technology will
allow the Company and the entities with which the Company enters into
strategic relationships to target advertisers, such as cable and broadcast
television networks and video and entertainment related product providers to
generate advertising revenues. The Company intends to further exploit the
Gemstar Guide Technology through these strategic relationships.

Thomson. In November 1997, the Company signed an agreement with Thomson to
establish the Company's interactive program guides technologies in consumer
electronics. The first element is a multi-year, multi-million dollar license
of the Gemstar Guide Technology to Thomson. The second element provides for
cooperation in establishing the Company's interactive program guides as a
standard for North and South America. The third element provides for a long-
term cooperative effort by the Company and Thomson to explore opportunities
presented by the interactive program guide platform in the consumer
electronics area, including advertising, promotion, sponsorship and
interactive services.

Microsoft. In January 1998, the Company entered into a long-term, worldwide
cross-licensing agreement with Microsoft in which the two companies agreed to
cross license their respective intellectual property in the interactive
program guide area. Pursuant to the agreement, Microsoft purchased a non-
exclusive license to Gemstar's technology in the interactive program guide
area and the Company received a license to Microsoft's intellectual property
in the program guide area. Microsoft agreed to pay Gemstar a combination of
up-front and per unit license fees. The parties will also share in recurring
revenues that may result from an interactive program guide incorporated by
Microsoft, including advertising, promotion, sponsorship and linking.
Microsoft has agreed to license the Gemstar Guide Technology as a part of its
TV viewer feature in the Windows '98 operating system. Microsoft has also
incorporated interactive program guides under license from the Company in
current and future versions of its WebTV Plus Internet terminals worldwide.

9

COMPETITION

The Company's technologies and systems compete with those of other
companies. Many of the Company's present and potential future competitors
have, or may have, substantially greater resources than the Company to devote
to further technological and new product developments. The Company believes
that it will compete effectively based primarily on the originality of its
concepts, the speed with which it has introduced such concepts to the market,
the uniqueness of its designs, the focus of its business approach, the
strength of its intellectual property portfolio, the extensiveness of its
business relationships, the quality and innovation of its technologies and its
ability to identify and meet consumer needs. See "Certain Factors Affecting
Business, Operating Results And Financial Condition."

VCR Plus+ System

The Company is aware of no product other than VCR Plus+ that allows the user
to program a VCR by entering a numerical code. However, several products on
the market offer other simplified VCR programming functions and thus compete
with VCR Plus+. Such products include on-screen program guides incorporating
point-and-click recording capability. Certain of the Company's interactive
program guides use the VCR Plus+ system. As a result, licensees of such guides
also license the Company's VCR Plus+ technology. To the extent that electronic
program guides with recording capability offered by companies other than
Gemstar are widely adopted, such guides may reduce the need for VCR Plus+. All
electronic program guides, including those that do not have a point-and-click
recording feature, may compete with the printed television guides, and may
adversely affect the Company's PlusCode Number coverage and publication
license income.

Interactive Program Guides

Competition in the market for the delivery of television program schedule
information is intense. There are a number of companies with substantially
greater financial, sales and marketing resources than the Company who
produce and market television schedule information in various formats which
compete or will compete with the Company's interactive program guides products
and services. These alternative formats currently include traditional printed
television guides, as well as non-interactive (passive) and interactive on-
screen electronic guide services, printed television guides in newspapers and
weekly publications, and local cable television guides.

Certain manufacturers of cable and satellite set-top boxes, including
General Instrument, offer advanced analog and digital set-top boxes which
incorporate an interactive program guide with various features similar to
those offered by the Company's interactive program guides. Many of such
manufacturers have significantly greater resources than the Company to devote
to the development and commercialization of such products. If the competing
interactive on-screen guides are effectively developed and promoted, and are
not deemed to violate the Company's intellectual property rights, they will
present a significant competitive challenge to the Company's interactive
program guides.

Viewers who receive television programming via C-band satellite have access
to a subscription service called SuperGuide offered by Satellite Service
Company. SuperGuide provides satellite subscribers with an interactive on-
screen program guide using a remote control. SuperGuide presents a service
competitive to the Company's service in the satellite distribution channel and
would present an additional competitive challenge if extended to other
distribution channels.

Several other companies have announced that they will provide on-screen
programming information in connection with pay-per-view and satellite
broadcasting. There can be no assurance that the producers of such systems
will not expand the products to include interactive access to programming
information that will be competitive with the Company's interactive program
guides. See "--Certain Factors Effecting Business, Operating Results and
Financial Condition--Competition."

10

Printed television schedule competitors of the Company include TV Guide,
printed guides for satellite customers, local cable television guides and
local newspaper guides, all of which benefit from their familiarity to
television viewers, their broad base of distribution and their presentation of
feature articles and entertainment news. The established market presence of
printed program guides may give them a competitive advantage.

Although the Company believes that its interactive program guides are in a
strong competitive position with respect to its known competitors, there may
be competitors with additional strengths that are unknown to the Company. Such
potential competitors, which may include hardware manufacturers, software
developers, broadcasters or service providers, could be larger, more
established companies with greater resources in the program information
delivery market.

INTELLECTUAL PROPERTY RIGHTS AND PROPRIETARY INFORMATION

The Company operates in an industry where innovation, investment in new
ideas and protection of its resulting intellectual property rights are
important for success. The Company relies on a variety of intellectual
property protections for its products and services, including patent,
copyright, trademark and trade secret laws, and contractual obligations, and
pursues a policy of vigorously enforcing such rights. In addition, because
much of the Company's technology relies on complex encryption methods, the
technology is inherently difficult for unauthorized persons to penetrate.

The Company follows a vigorous and aggressive patent and trademark policy,
both in the U.S. and internationally. The Company has a number of methods and
design patents and pending patent applications relating to the VCR Plus+
system and its related technologies. In the area of interactive program
guides, the Company has a large portfolio of patents and pending applications
including those originated by the Company prior to the StarSight acquisition,
those originated by StarSight prior to the StarSight acquisition, those
acquired from inventor Michael R. Levine (including patents covering the broad
principles used in storing television programming data in a television
receiving device and allowing a user to select and display television guide
information), and exclusive licensing rights in certain third-party patents.
The Company believes that with this combination of rights, it has one of the
world's most extensive portfolios of intellectual property in the area of
interactive program guides which spans the fundamental concept of local
storage and retrieval of television program information to specific user
interface, functionality and methods of implementation of interactive program
guides. Pursuant to an agreement entered into in 1997, the Company has
acquired the future invention rights of Mr. Levine in the audio-visual
technology area. The Company also continues to develop and file additional
patent applications in a variety of areas in addition to the visual technology
area.

Most of the Company's licensing agreements contain a non-assertion provision
which prohibits the licensees from asserting patent infringement claims
against the Company's VCR Plus+ system or Gemstar Guide Technology. The
Company generally takes advantage of the Patent Convention Treaty procedures
for patent protection in foreign countries. This procedure results in a delay
in the application and issuance of foreign patents, but if and when issued, is
more cost efficient and these foreign patents will enjoy the same priority
date as their U.S. counterparts.

The Company holds extensive trademark registrations throughout the world and
has multiple trademark applications pending for a variety of marks. Marks for
which the Company has registrations or applications to register in the U.S. or
foreign countries include, Gemstar, VCR Plus+ (Video Plus+, ShowView and G
Code are marks used in place of the mark VCR Plus+ in certain countries to
avoid or minimize conflicts in those countries), Guide Plus+, ShowGuide,
ShowList, V-Chip Plus+, Index Plus+, PlusCode, CallSet, iPlus+, SpotPlus+,
Instant Programmer, Control Tower and C/3/. The Company has U.S. copyright
registrations for the encoding and decoding computer programs with respect to
its compression and encryption technology. The Company considers portions of
its encryption technology to be a protectable trade secret and has undertaken
considerable efforts to maintain its secrecy.

11

The Company's policy is to enter into nondisclosure agreements with each
employee and consultant or third party to whom any of the Company's
proprietary information is disclosed. These agreements prohibit the disclosure
of confidential information to anyone outside the Company, both during and
subsequent to employment or the duration of the working relationship.

RESEARCH AND DEVELOPMENT

The market for VCR- and television-related services and products is subject
to rapid and significant changes in technology and frequent new service and
product introductions. The Company believes that its future success will
depend on its ability to enhance its existing technologies and to introduce
new technologies on a competitive basis. Accordingly, the Company will
continue to engage in significant research and development activities. There
can be no assurance, however, that the Company will successfully complete the
development of any future technology or that such technology will be
compatible with, accepted by or incorporated in the technology or products of
third parties. Any significant delay or failure to develop new or enhanced
technology could have a material adverse effect on the Company's business,
financial condition and results of operations.

12

CERTAIN FACTORS AFFECTING BUSINESS,
OPERATING RESULTS AND FINANCIAL CONDITION

This Form 10-K contains "forward-looking statements" within the meaning of
Section 27A of the United States Securities Act of 1933, as amended, and
Section 21E of the United States Securities Exchange Act of 1934, as amended,
which involve risks and uncertainties. Such forward-looking statements are
subject to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The Company's actual results may differ significantly from
the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed
below. Such factors, together with the other information in this Annual
Report, should be considered carefully in evaluating an investment in the
Ordinary Shares.

Dependence on Single Product Category; Uncertainty of Acceptance of New
Products; Rapid Technological Change. The Company's historical revenues to
date have been primarily derived from license fees for its VCR Plus+
technology, consisting of per unit license fees from VCR and television
manufacturers, and to a lesser extent, license fees for PlusCode Number
publication rights from newspapers and other publications. While VCR Plus+
license fees have increased significantly in each year since the Company's
inception, future growth of revenues derived from VCR Plus+ may be limited by
the fact that virtually all major VCR and television manufacturers have
licensed the VCR Plus+ technology, and the fact that the Company has already
expanded into most major markets worldwide. Any further growth in VCR Plus+
license revenues will come only from further penetration of increasingly
saturated markets. Accordingly, the Company's future success depends to a
significant extent upon its ability to develop, market and license emerging
and new products and services, including the Gemstar Guide Technology and the
Company's interactive program guide systems which have yet to generate
significant revenues. The Company has only a limited history on which to base
an evaluation of its interactive program guide business and prospects. The
market for consumer electronics products such as interactive program guides is
characterized by rapidly changing technologies, short product life cycles, the
frequent introduction of new products and evolving industry standards.
Moreover, consumer demand for new product categories such as interactive
program guides is inherently uncertain. There can be no assurance that the
Company will successfully develop, market and license the Gemstar Guide
Technology and the Company's interactive program guide systems, that the
Company will ever achieve significant revenues or operating income from its
interactive program guide business or, if significant revenues are achieved,
that they can be sustained. The failure of the Company's interactive program
guides to be accepted by consumers and achieve revenues could have a material
adverse effect on the Company's business prospects, financial condition and
results of operations.

Moreover, the life cycle of the Gemstar Guide Technology and any future
products and services developed by the Company may be limited by the emergence
of new entertainment products and technologies, changes in consumer
preferences and other factors. The Company's future performance will depend on
its ability to consistently (i) identify emerging technological trends in its
market, (ii) identify changing consumer needs, desires or tastes, (iii)
develop and maintain competitive technology, including new product and service
offerings, (iv) improve the performance, features and reliability of its
products and services, particularly in response to technological change and
competitive offerings, and (v) bring technology to market quickly at cost-
effective prices. There can be no assurance that the Company will be
successful in developing and marketing new products and services that respond
to technological and competitive developments and changing customer needs, or
that such products and services will gain market acceptance and be
incorporated into the technology or products of third parties. Any significant
delay or failure to develop new or enhanced technologies, including new
product and service offerings, would have a material adverse effect on the
Company's business, financial condition and results of operations.

Risks Associated with Strategic Relationships. Part of the Company's
business strategy is to enter into strategic or other similar collaborative
relationships with consumer electronics manufacturers, Service Providers,
software developers and other partners in order to offer products and services
to a larger customer base than could be reached through the Company's own
sales and marketing efforts. For instance, the Company has recently entered
into certain strategic relationships relating to the Gemstar Guide Technology,
including a multi-year, multi-element cooperative agreement with Thomson and a
cross-licensing agreement with Microsoft for

13

inclusion of the Gemstar Guide Technology in specified Microsoft products. The
Company believes that such strategic relationships can accelerate the market
penetration of the Company's products and technologies while limiting the
Company's sales and marketing costs. However, there can be no assurance that
the Company will be able to expand or maintain its existing strategic
relationships or establish new strategic relationships on commercially
reasonable terms, if at all. If the Company is unable to maintain its existing
strategic relationships, or to establish similar strategic relationships with
respect to future products and services, it will be required to devote
substantially more resources to the distribution, sale and marketing of its
products and services. Any future inability of the Company to maintain its
strategic relationships or to enter into additional strategic relationships,
or the failure of one or more of the Company's strategic relationships to
result in the development and maintenance of a market for the Company's
products and services, could have a material adverse effect on the Company's
business, operating results and financial condition.

Risks Associated with Changes in Consumer Electronics Market. The Company
derives a substantial majority of its revenues from manufacturer license fees
for its VCR Plus+ technology and Gemstar Guide Technology. Such fees are
largely assessed based on unit shipment volumes of televisions, VCRs and other
devices incorporating the Company's technologies. Accordingly, the Company's
future operating results are substantially dependent on continued growth in
the video entertainment products category, and any decline in sales of
consumer electronics products employing the Company's technologies would have
an immediate and adverse impact on the Company's operating results. Demand for
new VCRs and televisions may be adversely affected by increasing market
saturation, a decline in consumer interest due to a lack of desirable new
product features, and a decreased need for unit replacement as the durability
of consumer electronics products improves. Moreover, sales of consumer
electronics devices incorporating the Company's technologies may be adversely
impacted by the emergence of new product categories and consumer entertainment
options. For instance, even though the Company's VCR Plus+ technology has been
licensed to be incorporated into DVD Recorders, increased sales of non-
recording DVD Recorders or other non-recording video entertainment devices and
widespread availability of video on demand or near-video on demand services
from cable service providers may reduce demand for the Company's VCR Plus+
technology. The availability of alternative home entertainment options such as
the Internet may also reduce consumer spending on VCRs and televisions. A
decline in demand for VCRs, televisions and other consumer electronics devices
employing the Company's technologies would have a material adverse effect on
the Company's business, operating results and financial condition.

Seasonality and Variability of Results. The Company experiences variability
in its revenues and operating results on a quarterly basis as a result of many
factors. Most importantly, as consumer electronics manufacturers have
incorporated the Company's systems into an increasing numbers of products and
models, the Company's license revenues have displayed a seasonality typical of
the operating results of consumer electronics manufacturers. Shipments by
manufacturers of consumer electronics devices, tend to be higher in the third
and fourth calendar quarters, or the Company's second and third fiscal
quarters. However, because the Company generally receives license revenues
within 90 days after the end of the quarter in which the consumer electronics
devices incorporating its technology are shipped, licensing revenues are
typically higher during the Company's third and fourth fiscal quarters. In
addition, manufacturers' shipments vary from quarter to quarter depending on a
number of factors, including retail inventory levels and retail promotional
activities. As a result, the Company may experience variability in its
quarterly license revenues affecting period to period comparability and
performance. The Company's license revenues are also affected by the volume of
shipments by manufacturers. The Company's license agreements provide for
volume discounts based on the shipment volume in each year by a given
manufacturer, which can lower the average per unit license fee for a
manufacturer over the course of a year. The Company anticipates that its
revenues and operating results will also be affected by the timing of market
introductions and market acceptance of new systems. There can be no assurance,
however, that future systems developed by the Company, including the Company's
interactive program guides, will ever result in significant revenues or
profits. Further, if new systems achieve market acceptance, the timing of
manufacturers' implementation and shipments is uncertain and may result in
greater variability of the Company's quarterly and annual operating results.

14

Another factor contributing to the variability in the Company's quarterly
operating results is the increase in the Company's marketing and advertising
expenditures in preparation for new product launches and in the Company's
third fiscal quarter during the fall holiday season. The Company's planned
operating expenditures each quarter are based, in part, on the Company's
expectation as to future revenues in the same quarter. In addition, many of
the Company's expenditures are fixed costs. If revenues do not meet
expectations in any given quarter, operating results for the quarter may be
materially adversely affected. As a result, the Company believes that period
to period comparisons of its results of operations are not necessarily
meaningful and should not be relied upon as indications of future performance.
There can be no assurance that the Company's historic revenue growth or its
profitability will continue on a quarterly or annual basis.

Reliance on Third-Party Manufacturers. The Company depends on the
cooperation of third-party consumer electronics manufacturers which
incorporate the Company's technology into their products. The Company does not
manufacture such hardware itself. Most of the Company's license agreements do
not require the inclusion of the Company's technology into any specific number
or percentage of units shipped by the licensees, and only a few of these
agreements guarantee a minimum licensing fee to the Company over their term.
Accordingly, the Company cannot control or predict the number of models or
units shipped by any manufacturer employing the Company's technology. Most of
the above-described license agreements may be terminated by the manufacturer
without substantial financial penalty.

Further, there can be no assurance that the Company's interactive program
guides and related technologies and services will achieve market acceptance or
that manufacturers, Service Providers and software developers will devote
resources adequate to achieve such market acceptance. In addition, there can
be no assurance that such entities will in fact incorporate the Company's
technologies into their products, that licensing agreements
will not be terminated and, if terminated, that the Company would be able to
negotiate alternative relationships on commercially acceptable terms. The
Company has no control over the number of TVs, VCRs, DVD Recorders, TVCRs,
cable set-top boxes or other products incorporating the Company's technologies
that will be manufactured, and there can be no assurances with respect to the
quantity thereof that will include the Company's technologies or the amount of
licensing revenues the Company will receive as a result of inclusion by
manufacturers licensing or incorporating the Company's systems.

The incorporation of the Gemstar Guide Technology into televisions, VCRs,
TVCRs, DVD Recorders, set-top boxes, integrated satellite receiver decoders,
and other hardware currently requires a Company-designed Application Specific
Integrated Circuits ("ASIC"). The Company currently outsources the production
of ASICs. The development of, or the identification of alternative sources
for, ASICs could require significant lead time. An inability to provide for
sufficient quantities of ASICs could delay the incorporation of the Gemstar
Guide Technology into products, which would have a materially adverse effect
on the Company's business. Furthermore, there can be no assurance that
suppliers of such ASICs will successfully produce sufficient volumes of the
ASICs to ensure the timely availability of products incorporating the Gemstar
Guide Technology in commercial quantities. A failure in any one of the steps
leading to the successful incorporation of the Company's technologies into
products could have a material adverse effect on the Company's business. The
Company believes that the cost of the hardware required to support the Gemstar
Guide Technology must be significantly reduced in order for consumer
electronics manufacturers to incorporate the Company's interactive program
guides in a broader range of consumer electronics devices, including low-to-
mid range televisions and VCRs. Although the Company is currently attempting
to reduce the number and complexity of chips required to support its
interactive program guides and realize additional manufacturing efficiencies,
no assurance can be given that the cost of the required chip sets can be
significantly reduced. Moreover, the semiconductor industry is highly cyclical
and ASICs and memory chips are subject to unanticipated and dramatic price
volatility. Neither the Company nor, to its knowledge, any of the Company's
licensed manufacturers, have long-term supply agreements. As a result, a
significant increase in the cost of ASICs and memory chips could significantly
impede adoption of the Company's interactive program guide technologies by
manufacturers.

Dependence on the Cooperation of Cable, Television Broadcasters and
Publications. The Gemstar Data Delivery System, which broadcasts data
necessary to operate the Company's interactive program guides as well

15

as certain advanced features of VCR Plus+, depends on the cooperation of both
cable and television broadcasters. The Company has entered into agreements
with television broadcast networks (including ABC, FOX, CBS, UPN and PBS),
cable program providers (including WGN Superstation, The Family Channel and
A&E) and over 500 local television stations to broadcast data needed to
support the Gemstar Guide Technology and the other features through the
vertical blanking interval, the unused air time between television picture
frames. There can be no assurance that these broadcasters, program providers,
or local broadcast stations will broadcast the data without error. There can
be no assurance that these agreements will not be terminated, and upon
expiration, be renewed on terms acceptable to the Company or at all.

The Company's data broadcast through the vertical blanking interval could be
deleted or modified by local cable operators, so that such data would be
degraded or unavailable to some consumers. In such a case, the Company's
technology may become less attractive to end-users, or the Company may have to
incur additional expense to activate alternative measures to broadcast and
allow end-users to receive such data, or the Company may have to enter into
further agreements with local cable operators to ensure retransmission of
required information. There can be no assurance that such decrease in service
would be acceptable to end users, or that alternative measures of broadcasting
and receiving data would be acceptable, or that agreements with cable
operators could be reached or if reached, that they would be on terms
acceptable to the Company. In addition, increased use of digital broadcast
satellite or digital cable technology, which does not involve a vertical
blanking interval, would require the Gemstar Data Delivery System to be
modified to allow receipt of program data in digital form, and there can be no
assurances that such system could be so modified in a commercially acceptable
manner.

The Company purchases television program listing information from various
commercial vendors for insertion into, and dissemination through, the Gemstar
Data Delivery System. There can be no assurance that the quality, accuracy or
timeliness of such data will meet, or continue to meet, the standard required
to provide interactive program guides satisfactory to the end user.

The Gemstar Guide Technology that is integrated into set-top boxes requires
Service Providers to order new set-top boxes from manufacturers for
distribution to new and existing customers. The Company believes that delays
in the availability of set-top boxes incorporating new analog and digital
technology have caused many Service Providers to defer purchases of new set-
top boxes. Deployment of new set-top boxes has also been delayed by the high
cost of such devices and the capital spending constraints of many cable
operators. As a result, the deployment of Gemstar Guide Technology capable
hardware has been and could be further delayed. There can be no assurance that
the Company's agreements and arrangements with Service Providers will result
in the successful acceptance of the Gemstar Guide Technology or data services
by Service Providers or end-users.

The Company's VCR Plus+ system relies on consumer access to PlusCode Numbers
through licensed publications that carry the PlusCode Numbers. The Company
presently licenses the PlusCode Numbers to newspapers and major television
guides in VCR Plus+ markets worldwide. The license agreements call for royalty
payments to the Company and have initial terms ranging from one to seven
years. There is no assurance that these agreements will be renewed upon
expiration or, if renewed, that they will be on terms as favorable to the
Company as existing license agreements. In addition, the Company will be
dependent on the cooperation and support of publications in countries in which
it is not presently doing business in order to continue to expand the
international availability of the VCR Plus+ system.

Competition. The Company operates in a highly competitive and rapidly
evolving market. To compete successfully in this market, the Company must
produce and provide products and services which are relatively low in cost and
easy for consumers to use. There are a number of companies with substantially
greater financial, sales and marketing resources than the Company who produce
and market television schedule information in various formats which compete or
will compete with the Company's interactive program guides products and
services. These alternative formats currently include traditional printed
television guides, as well as non-interactive (passive) and interactive on-
screen electronic guide services, printed television guides in newspapers and
weekly publications, and local cable television guides.

16

Certain manufacturers of cable and satellite set-top boxes, including
General Instrument, offer advanced analog and digital set-top boxes which
incorporate an interactive program guide with various features similar to
those offered by the Company's interactive program guides. Many of these
manufacturers have significantly greater resources than the Company to devote
to the development and commercialization of such products. If the competing
interactive on-screen guides are effectively developed and promoted, and are
not deemed to violate the Company's intellectual property rights, they will
present a significant competitive challenge to the Company's interactive
program guides.

Viewers who receive television programming via C-band satellite have access
to a subscription service called SuperGuide offered by Satellite Service
Company. SuperGuide provides satellite subscribers with an interactive on-
screen program guide using a remote control. SuperGuide presents a service
competitive to the Company's service in the satellite distribution channel and
would present an additional competitive challenge if extended to other
distribution channels. Several other companies have announced that they will
provide on-screen programming information in connection with pay-per-view and
satellite broadcasting. There can be no assurance that the producers of such
systems will not expand the products to include interactive access to
programming information that will be competitive with the Company's
interactive program guides.

The Prevue Channel and other passive on-screen electronic guides with which
the Company's interactive program guides may compete are typically offered to
cable television subscribers at no cost. There can be no assurance that the
passive guides, which do not require a set-top box to deploy, will not
continue to command greater market share than the interactive guides or that
the producers of the passive guides will not develop new products that will
offer features similar to those found in the Company's interactive program
guides system.

Several entities have announced PC- and Internet-based guide products which
have many features similar to the Company's interactive program guides. Among
others, Intel Corporation currently offers Smart Guide, a PC-based electronic
program guide licensed from Harman Interactive Group. The combination of these
PC- and Internet-based guides and the present and future widespread
availability of Internet-enabled consumer electronics devices (including
Internet-enabled TVs and set-top boxes) and integrated PC-centered home
entertainment systems could pose a significant competitive challenge to the
Company's products. While the Company believes that current PC- and Internet-
based program guides are less attractive to consumers because they lack the
ability to directly control televisions and VCRs, and involve a delay in
responding to user commands, it is possible that the performance and
functionality of PC- and Internet-based guides will be enhanced such that they
are able to compete with the Company's electronic program guides in the
future.

Printed television schedule competitors of the Company include TV Guide,
printed guides for satellite customers, local cable television guides and
local newspaper guides, all of which benefit from their familiarity to
television viewers from their familiarity to television viewers, their broad
base of distribution and their presentation of feature articles and
entertainment news. The established market presence of printed program guides
may give them a competitive advantage.

The Company is aware of no product other than VCR Plus+ that allows the user
to program a VCR by entering a numerical code. However, several products on
the market offer other simplified VCR programming functions and thus compete
with VCR Plus+. Such products include on-screen program guides which
incorporate point-and-click recording capability and may compete with VCR
Plus+. Certain of the Company's electronic program guides use the VCR Plus+
system, such that every unit that licenses the Gemstar Guide Technology also
licenses the Company's VCR Plus+ technology. However, to the extent that
electronic program guides with recording capability offered by companies other
than Gemstar are widely adopted, such guides may reduce the need for VCR
Plus+. All electronic program guides, including those that do not have a
point-and-click recording feature, may compete with the printed television
guides, and may adversely affect the Company's PlusCode Number coverage and
publication license income.

There may be competitors with significant competitive strengths which are
not known to the Company or discussed herein. Such potential competitors may
include larger, more established companies both within and

17

outside of the interactive multimedia services and interactive television
fields that could develop, deliver and sell simplified VCR programming
products, on-screen program guides or other devices that meet all or portions
of the functionality provided by the Company's technology. There can be no
assurance that the Company's systems will achieve consumer acceptance or that
they will be able to compete successfully with such known or unknown
competitors, some of which possess substantially greater financial, sales and
marketing resources than those of the Company.

Dependence on Key Employees. The Company is dependent on certain key members
of its management, operations and development staff, including Henry C. Yuen,
its Chief Executive Officer, the loss of whose services could have a material
adverse effect on the Company. Although the Company has employment contracts
with such key employees, such employment contracts would generally not
restrict the employee's ability to leave the Company. Furthermore, recruiting
and retaining additional qualified engineering, marketing, and operations
personnel will be critical to the Company's success. There can be no assurance
that the Company will be able to recruit or retain such personnel on
acceptable terms. Failure to attract and retain key personnel could have a
material adverse effect on the Company's business, operating results and
financial condition.

Passive Foreign Investment Company. A foreign corporation is classified as a
"passive foreign investment company" ("PFIC") if (1) 75% or more of its gross
income (including the pro rata gross income of any subsidiary of which the
corporation owns 25% or more of the stock by value) in a taxable year is
passive income or (2) the average percentage of its assets by value (including
the pro rata value of the assets of any subsidiary of which the corporation
owns 25% or more of the stock by value) which produce or are held for the
production of passive income is at least 50% in a taxable year. (For purposes
of these tests, stock of a 25% or more owned U.S. subsidiary (by value) is a
non-passive asset and income from such stock is non-passive income.) Passive
income includes dividends, interest and royalties but excludes royalties that
are derived in the active conduct of a trade or business (as defined for U.S.
federal income tax purposes) and that are received from an unrelated person.

The Company does not believe that it is currently a PFIC because, based on
the substantial management and operational functions of its subsidiaries in
connection with the creation and development of its proprietary products, the
royalty income of these subsidiaries is derived from the active conduct of a
trade or business and because the average value of assets producing passive
income is less than 50% of aggregate asset value. Characterization of royalty
income as active business income is based on the treatment of the Company's
operating subsidiaries, collectively, as the developer and licensor of the
proprietary products for purposes of this test. However, there is little
authority on which to rely in this area, and there can be no assurance that
the Internal Revenue Service will agree with this position. For purposes of
the assets test, the Company values its tangible and intangible assets on a
fair market basis. If the Company were a PFIC, a U.S. holder would be subject
to increased tax liability upon the sale of the Company Ordinary Shares at a
gain or upon the receipt of certain dividends, unless such U.S. holder makes
an election (a "qualifying electing fund election") to be taxed currently on
his pro rata portion of the Company's income, whether or not such income is
distributed in the form of dividends or otherwise.

A U.S. holder making a qualifying electing fund election is required for
each taxable year to include in income a pro rata share of the ordinary
earnings of the qualifying electing funds as ordinary income and a pro rata
share of the net capital gain of the qualifying electing fund as long-term
capital gain. The Company will, at the request of a shareholder making a
"qualifying electing fund election," comply with the applicable information
reporting requirements. U.S. holders should consult their tax advisors
regarding the consequences of PFIC status, including certain reporting
requirements applicable to U.S. shareholders of a PFIC, and the election to
treat the Company as a qualifying electing fund.

Patent, Proprietary Information and Related Litigation. The Company's
continuing success depends in part on its ability to protect and maintain the
proprietary nature of its technology through a combination of patents, trade
secrets, trademarks, copyrights, licenses and other intellectual property
arrangements. The Company has been notified in the past and the Company may be
notified in the future of claims that the Company

18

may be infringing patents or other intellectual property rights owned by third
parties. In the past the Company has been involved in disputes regarding its
intellectual property rights and believes it may be involved in similar
disputes in the future. While the Company intends to vigorously protect its
intellectual property rights, there can be no assurance that in the future any
patents held by the Company will not be invalidated. Further, there can be no
assurance that the Company's pending patent applications will issue or that a
third party will not violate, or attempt to invalidate, the Company's
intellectual property rights, possibly forcing the Company to expend
substantial legal fees. An adverse determination in any such dispute could
result in the loss of the company's proprietary rights, subject the Company to
significant liabilities and litigation costs or prevent the Company from
licensing its technologies, any of which could have a material adverse effect
on the Company's business, operating results and financial condition.
Moreover, the laws of certain foreign countries in which the Company's
technology is or may in the future be licensed may not protect the Company's
intellectual property rights to the same extent as the laws of the United
States, thus increasing the possibility of infringement of the Company's
intellectual property. In addition, if any of the Company's licensees
determine that any additional third party licenses are required as a result of
any dispute, there can be no assurance that any such licenses would be
available on terms acceptable to Company, if at all. Additionally, there can
be no assurance that certain aspects of the Company's technology will not be
reverse-engineered by third parties without violating the Company's
proprietary rights. The Company's existing protections also may not preclude
competitors from developing products with features and prices similar to or
better than those of the Company.

To preserve its intellectual property rights, the Company believes it may be
necessary to initiate litigation against one or more third parties. In
addition, one or more of these parties may bring suit against the Company.
In the event of an adverse result in any such litigation, the Company could be
required to pay substantial damages, cease the manufacture, use and sale of
infringing products, expend significant resources to develop non-infringing
technology, discontinue the use of certain processes or obtain licenses to the
infringing technology. Any litigation, whether as a plaintiff or as defendant,
would likely result in significant expense to the Company and divert the
efforts of the Company's technical and management personnel, whether or not
such litigation is ultimately determined in favor of the Company. In addition,
the results of any litigation matter are inherently uncertain.

Holding Company Structure; Restrictions on Subsidiary Dividends. The Company
conducts all of its operations through subsidiaries. Accordingly, the primary
source of the Company's income is dividends and other distributions from its
subsidiaries. Some of the Company's subsidiaries were formed under and have
operations in countries other than the British Virgin Islands, the
jurisdiction of the Company's organization. In addition, each of the Company's
subsidiaries receives its revenues in either U.S. dollars or the local
currency of the jurisdictions in which it operates. As a consequence, the
Company's ability to obtain dividends or other distributions is subject to,
among other things, possible restrictions on dividends under applicable local
laws and foreign currency exchange regulations of the jurisdictions in which
its subsidiaries operate. In addition, dividends or distributions from the
Company's U.S. subsidiary are subject to a 30% withholding tax, which makes
such dividends and distributions unattractive. The subsidiaries' ability to
pay dividends or make other distributions to the Company is also subject to
the subsidiaries having sufficient funds from their operations legally
available for the payment of dividends or other distributions which are not
needed to fund their operations, obligations or other business plans. Because
the Company is a shareholder of its subsidiaries, the Company's right to the
assets of such subsidiaries will be subordinated to the rights of all
creditors and claimants against its subsidiaries. Additionally, while the
Company has paid certain cash dividends to shareholders in the past, the
Company has no current plans to pay cash dividends, and there can be no
assurance that current or future laws of the British Virgin Islands will not
restrict or eliminate the ability of the Company to pay dividends to
shareholders.

Volatility of Stock Price. There has been a history of significant
volatility in the market price of the Company's Ordinary Shares on the Nasdaq
National Market, and it is likely that the market price of the Company's
Ordinary Shares will continue to be subject to significant fluctuations. For
example, in the 52-week period preceding June 23, 1998, the Company's stock
price fluctuated from a low of $15 1/8 to a high of $45 3/4. The Company
believes that future announcements concerning the Company, its competitors or
its principal

19

customers, including technological innovations, new product introductions,
governmental regulations, litigation or changes in earnings estimated by
analysts, may cause the market price of the Ordinary Shares to fluctuate
substantially in the future. Sales of substantial amounts of the Company's
outstanding Ordinary Shares in the public market could materially adversely
affect the market price of the Ordinary Shares. Further, in recent years the
stock market has experienced extreme price and volume fluctuations that have
particularly affected the market prices of equity securities of any high
technology companies and that often have been unrelated to the operating
performance of such companies. These fluctuations as well as general economic,
political and market conditions such as recessions, international currency
fluctuations, potential insolvency of international distributors and
representatives, or tariffs and other trade barriers, may materially adversely
affect the market price of the Ordinary Shares.

Year 2000 Compliance. Many currently installed computer systems and software
products are coded to accept only two-digit entries in the date code field.
Beginning in the year 2000, these date code fields will need to accept four-
digit entries to distinguish 21st century dates from 20th century dates. As a
result, in approximately two years, computer systems and/or software used by
many companies may need to be upgraded to comply with such "Year 2000"
requirements. Significant uncertainty exists concerning the potential effects
associated with compliance. The Company has made and will continue to make
modifications in its computer system to address these compliance issues.
Although the Company believes that it is Year 2000 compliant, there can be no
assurance that coding errors or other defects will not be discovered in the
future. Any Year 2000 compliance problem of the Company, its vendors or its
customers could result in a material adverse effect on the Company's business,
operating results and financial conditions.

EMPLOYEES

The Company employed 165 individuals, including 13 part-time employees, as
of March 31, 1998, of whom 15 were employed outside the U.S. None of the
Company's employees is covered by a collective bargaining agreement or is
presently represented by a labor union. The Company has not experienced any
work stoppages and considers its employee relations to be good.

FORWARD-LOOKING STATEMENTS

This Form 10-K contains certain forward-looking statements within the
meaning of Section 27A of the United States Securities Act of 1933, as amended
and Section 21E of the United States Securities Exchange Act of 1934, as
amended) that are based on the reasonable expectations and beliefs of the
Company's management, as well as assumptions made by and information currently
available to the Company's management. Such forward-looking statements are
subject to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. When used in this document and in the documents
incorporated herein by reference, the words "may," "will," "continue,"
"anticipate," "believe," "estimate," "expect" and similar expressions, as they
relate to the Company or its management, are intended to identify such
forward-looking statements. Such statements reflect the current views of the
Company or its management with respect to future events and are subject to
certain risks, uncertainties and assumptions including, but not limited to the
following, the Company's ability to have its technologies widely licensed,
incorporated and accepted as the technologies of choice; that the Company
considers its employee relations to be good; with an increase in programming
content and number of accessible channels, the Gemstar Guide Technology will
become an increasingly important tool for assisting customers in sorting,
selecting and recording television programming; the Company's belief that DVD
Recorders incorporating the Company's VCR Plus+ technology will become
commercially available during its 1999 fiscal year; the Company's ability to
enter into long-term relationships with a broad range of consumer electronics
and other manufacturers, television broadcasters, cable companies and software
developers; that the Company's interactive program guides will provide an
attractive vehicle for the delivery of advertising to consumers; the
proliferation of television programming choices gives rise to the need for
consumer electronics devices, including televisions and VCRs; the number of
hardware platforms shipped annually which are suitable for Gemstar Guide
Technology may be as many as 50 million or more; the size of the television
and VCR markets and the

20

competitive pressures within the industry present an opportunity for companies
that can provide innovative technologies that both appeal to consumers and are
attractive to, and cost-effective for, manufacturers; the consumer demand for
systems and technologies that help organize viewing choices provides an
opportunity for Gemstar Guide Technology; the Company's ability to work
closely with disparate industry participants will contribute to the successful
adoption of the Gemstar Guide Technology; the Company's intention to license
its technologies for use on other platforms; the Company's belief it can
provide additional value-added services to end-users; the design and
capabilities of the Gemstar Guide Technology will allow the Company to enter
into strategic relationships to target advertisers; the Company's interactive
program guides will provide an attractive vehicle for the delivery of
advertising and other content to consumers; the ability to enhance existing
technologies and introduce new technologies on a competitive basis; the
performance and functionality of the Company's PC- and Internet-based guides;
the timing of market introductions and the acceptance of new systems; the
Company's belief that it is Year 2000 compliant; and the Company's belief that
it has a reasonable basis for its tax position with the Internal Revenue
Service.

Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, the Company's actual results,
performance or achievements could differ materially from those expressed in,
or implied by, any such forward-looking statements. Factors that could cause
or contribute to such material differences include, but are not limited to,
those discussed in Item 1 under "Business" and "Certain Factors Affecting
Business, Operating Results and Financial Conditions" and Item 3, "Legal
Proceedings," as well as those factors discussed elsewhere in this Form 10-K
and in the documents incorporated herein by reference. The inclusion of such
forward-looking information should not be regarded as a representation by the
Company or any other person that the future events, plans or expectations
contemplated by the Company will be achieved. The Company undertakes no
obligation to release publicly any updates or revisions to any such forward-
looking statements that may reflect events or circumstances occurring after
the date of this Form 10-K.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company leases an office facility in Pasadena, California covering
approximately 14,354 square feet. The Company's lease on such property expires
on October 14, 2000. The Company leases two facilities in Fremont, California,
one covering approximately 28,500 square feet that expires on March 31, 2002,
and the other covering approximately 32,000 square feet that expires on April
30, 2000. The Company leases an office facility in Bedford, Massachusetts
covering 15,602 square feet. The Company's lease on the Bedford property
expires on December 31, 1998. The Company leases an office facility in Hong
Kong covering approximately 3,000 square feet. The Company's lease on the Hong
Kong property is month to month and can be terminated by either party at any
time.

The Company believes that its facilities are adequate to meet the Company's
needs for the foreseeable future. Should the Company need additional space,
management believes that the Company will be able to secure additional space
at reasonable rates.

ITEM 3. LEGAL PROCEEDINGS.

In October 1993, United Video Satellite Group, Inc. ("United Video") and its
Tracker, Inc. subsidiary brought suit against StarSight, a now wholly owned
subsidiary of the Company, in the United States District Court for the
Northern District of Oklahoma, seeking a declaratory judgment that its
interactive program guide products do not infringe certain of StarSight's
patents. StarSight counterclaimed charging infringement of one of the patents.
Through subsequent procedural motions, the lawsuit expanded to include a total
of ten patents to which StarSight has rights and to federal antitrust claims.
The Court has deferred consideration of all of the other claims and
counterclaims pending the resolution of the infringement, validity and
enforceability issues of one of the patents. A phased bench trial began on May
8, 1996, with United Video essentially presenting its case in chief on the
validity and enforceability issues related to this patent. In subsequent
proceedings, StarSight presented witnesses relating to the validity,
enforceability and infringement of this patent. To date there has been no
ruling from the Court on this issue. Proceedings have been scheduled by the
Court to resume in July 1998.

21

On May 17, 1997, StarSight filed a Demand for Arbitration with the American
Arbitration Association ("AAA") in San Francisco, California, and by such
action commenced an arbitration action against General Instrument, Inc.
("GI"). The claims in the arbitration center upon GI's alleged delay in
deploying StarSight-capable set-top boxes, and GI's development of a competing
interactive program guide which allegedly uses StarSight patented technology,
confidential information and technical information in violation of a License
and Technical Assistance Agreement executed by the parties on October 1, 1992.
The arbitration is scheduled to commence July 13, 1998 in San Francisco,
California.

In response to the Demand for Arbitration filed by StarSight, on December 1,
1997 GI filed a complaint against StarSight in the United States District
Court for the Northern District of California (San Francisco Division),
requesting that the Court enjoin StarSight from pursuing certain of its claims
before the AAA. On January 9, 1998, GI moved for a preliminary injunction, and
StarSight simultaneously moved to dismiss the complaint. The District Court
action filed by GI was dismissed in its entirety pursuant to a voluntary
dismissal filed by GI.

On August 5, 1997, TV Data Technologies, Inc. ("TV Data") filed a demand of
arbitration with the American Arbitration Association ("AAA") against
StarSight, the Company's wholly owned subsidiary, related to two agreements
with TV Data to provide StarSight with certain television program listing data
(the "Listing Data Contract") and television and cable channel lineup
information (the "Channel Lineup Contract" and collectively, the "Contracts").
In the demand, as amended, TV Data claimed that StarSight has violated the
terms of the Listing Data Contract by delivering or agreeing to deliver such
data and information to third parties, has failed to make timely payments as
required by the Contracts, and has repudiated and terminated the Listings Data
Contract without any legal right or excuse to do so. TV Data seeks injunctive
relief to prohibit the delivery of data to third parties unless in conformance
with the terms of the Listing Data Contract, payments of amounts allegedly due
under the Listing Data Contract, unspecified damages, pre-judgment interest,
legal fees and any other legal or equitable relief deemed proper by the
arbitration panel. The Company has denied TV Data's claims. An arbitration
hearing on TV Data's demands is currently scheduled for August 1998.

The United States Internal Revenue Service (the "Service") has conducted an
audit of the federal tax returns for Gemstar Development Corporation ("GDC"),
a U.S. subsidiary of the Company, for the years ended March 31, 1991, 1992 and
1993. The Service has issued a 30-day letter to GDC in which it has proposed
adjustments to GDC's taxable income by reallocating income to GDC, for revenue
related to the Company's VCR Plus+ technology. The Company has filed a protest
with the Service. The Company believes that it has a reasonable basis for its
tax position and accordingly plans to vigorously defend its position. While
there can be no assurance as to the ultimate outcome of the audit, the Company
believes that it has made adequate provision in its financial statements with
respect to the proposed adjustments.

The Company and its subsidiaries are from time to time also involved in
routine legal matters incidental to their businesses. In the opinion of the
Company, the resolution of such matters will not have a material effect on its
financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On March 12, 1998, the Company held a Special Meeting of shareholder at
which the shareholders approved the following: (i) amendments to, and the
restatement of, the Company's 1994 Stock Incentive Plan, as amended, (the
"Stock Incentive Plan") to increase the number of Ordinary Shares reserved for
issuance thereunder, extend the term thereof, and make certain other changes
to the Plan; and (ii) certain performance-based provisions of the Amended and
Restated Employment Agreement (the "New Yuen Agreement") for Henry C. Yuen,
the Company's President and Chief Executive Officer. The amendments to the
Stock Incentive Plan increased the number of the Company's Ordinary Shares
reserved for issuance thereunder from 9,100,000 to 20,000,000 and increased
the limit on the number of Ordinary Shares that may be delivered to any one
person from 6,000,000 to 10,000,000. See Item 10, "Directors and Executive
Officers of the Registrant," and Item 11, "Executive Compensation."

22

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

NASDAQ NATIONAL MARKET

The Company's Ordinary Shares began trading on the Nasdaq National Market
("Nasdaq Stock Market") on October 11, 1995, under the symbol GMSTF. Prior to
that date, the Ordinary Shares were not listed or traded on any organized
market system.

The sole market for the Company's Ordinary Shares continues to be the Nasdaq
Stock Market in the United States. The Ordinary Shares of the Company are not
currently traded on any non-United States trading market.

The following table sets forth, for the previous two fiscal years, the high
and low sales prices per share of Ordinary Shares on the Nasdaq Stock Market
as reported by Nasdaq for the last two fiscal years:

HIGH LOW
------- -------

FISCAL YEAR ENDED MARCH 31, 1997
First Quarter.............................................. $40 1/4 $24
Second Quarter............................................. 31 3/4 23
Third Quarter.............................................. 29 3/4 12 1/4
Fourth Quarter............................................. 18 1/2 9 5/8
FISCAL YEAR ENDED MARCH 31, 1998
First Quarter.............................................. $21 1/2 $10
Second Quarter............................................. 25 1/2 15 1/8
Third Quarter.............................................. 26 1/8 18 5/8
Fourth Quarter............................................. 37 3/8 20 3/4

The reported closing sales price of the Company's Ordinary Shares on the
Nasdaq Stock Market on June 15, 1998 was $33 7/8. As of June 15, 1998, there
were 48,507,739 Ordinary Shares outstanding and approximately 231 holders of
record.

DIVIDENDS

The Company has not paid any dividends since its Ordinary Shares began
trading on the Nasdaq Stock Market. The Company's Board of Directors has no
current plans to pay cash dividends. Future dividend policy will depend on the
Company's earnings, capital requirements, financial condition and other
factors considered relevant by the Company's Board of Directors.

23

ITEM 6. SELECTED FINANCIAL DATA.

The Company acquired VideoGuide, Inc. ("VideoGuide") and StarSight Telecast,
Inc. ("StarSight") in December 1996 and May 1997, respectively. Both
acquisitions were accounted for under the pooling of interests method and
accordingly, the Company's historical consolidated financial statements were
restated for all periods to include the accounts and results of operations of
VideoGuide and StarSight. See Note 2 of the Notes to Consolidated Financial
Statements for a discussion of these business combinations. This information
should be read in conjunction with the Consolidated Financial Statements and
related Notes thereto, and Management's Discussion and Analysis of Financial
Condition and Results of Operations.

YEAR ENDED MARCH 31,
--------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE DATA)

STATEMENT OF OPERATIONS
DATA:
Revenues.................... $ 27,025 $ 41,814 $ 55,365 $ 82,997 $126,552
Operating costs and
expenses:
Selling and marketing...... 16,468 24,970 68,923 45,924 30,993
Research and development... 11,866 16,169 17,462 16,286 13,372
General and
administrative............ 16,111 27,827 25,162 25,558 18,693
Merger costs (1)........... -- -- -- -- 11,713
-------- -------- ---------- -------- --------
Total operating costs and
expenses................ 44,445 68,966 111,547 87,768 74,771
-------- -------- ---------- -------- --------
Earnings (loss) from
operations................. (17,420) (27,152) (56,182) (4,771) 51,781
Other income, net........... 2,462 2,391 2,650 5,156 7,359
-------- -------- ---------- -------- --------
Earnings (loss) from
continuing operations
before income tax expense.. (14,958) (24,761) (53,532) 385 59,140
Income tax expense.......... 2,238 3,681 5,497 8,369 20,433
-------- -------- ---------- -------- --------
Earnings (loss) from
continuing operations...... (17,196) (28,442) (59,029) (7,984) 38,707
Earnings from discontinued
operations (2)............. 6,726 5,197 -- -- --
-------- -------- ---------- -------- --------
Net earnings (loss)...... $(10,470) $(23,245) $ (59,029) $ (7,984) $ 38,707
======== ======== ========== ======== ========
Basic earnings (loss) per
share (3):
Earnings (loss) from
continuing operations..... $ (0.44) $ (0.71) $ (1.41) $ (0.17) $ 0.81
Earnings from
discontinuing operations.. 0.17 0.13 -- -- --
-------- -------- ---------- -------- --------
Net earnings (loss)...... $ (0.27) $ (0.58) $ (1.41) $ (0.17) $ 0.81
======== ======== ========== ======== ========
Weighted average shares
outstanding................ 38,816 39,792 41,929 46,707 47,654
======== ======== ========== ======== ========
Diluted earnings (loss) per
share (3):
Earnings (loss) from
continuing operations..... $ (0.44) $ (0.71) $ (1.41) $ (0.17) $ 0.76
Earnings from
discontinuing operations.. 0.17 0.13 -- -- --
-------- -------- ---------- -------- --------
Net earnings (loss)...... $ (0.27) $ (0.58) $ (1.41) $ (0.17) $ 0.76
======== ======== ========== ======== ========
Weighted average shares
outstanding, assuming
dilution................... 38,816 39,792 41,929 46,707 50,763
======== ======== ========== ======== ========

MARCH 31,
---------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
(IN THOUSANDS)

BALANCE SHEET DATA:
Working capital............. $57,256 $25,700 $25,477 $ 53,976 $110,446
Total assets................ 97,680 64,457 96,513 131,276 186,078
Debt (4).................... 9,812 -- -- -- --
Shareholders' equity (5).... 75,062 39,916 34,246 53,717 103,482

- - -------
(1) Merger costs for the year ended March 31, 1998 were incurred as a result
of the acquisition of StarSight. See Note 2 of the Notes to Consolidated
Financial Statements for a discussion of the business combination.
(2) Discontinued operations for the year ended March 31, 1995 included a
nonrecurring tax benefit of $8.1 million.
(3) See Note 1 of the Notes to Consolidated Financial Statements for a
discussion of earnings (loss) per share information.
(4) Amounts are included in current net assets and non-current net liabilities
related to discontinued operations.
(5) Cash dividends of $0.20 and $0.12 per Ordinary Share were declared in the
years ended March 31, 1994 and 1995, respectively.

24

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

OVERVIEW

The Company develops, markets and licenses proprietary technologies and
systems that simplify and enhance consumers' interaction with electronics
products and other platforms that deliver video, programming information and
other data. The Company generates revenues through licensing of their
technology and intellectual property to consumer electronics manufacturers,
service providers, software developers, microchip makers and Internet
appliance manufacturers, as well as to newspapers and television guide
publishers through a combination of upfront, non-refundable license payments
and per unit license fees. Historically, the primary source of revenues has
been license fees paid by consumer electronics manufacturers and publications
for the licensing of the VCR Plus+ technology and the right to print the
PlusCode numbers, respectively. Starting fiscal year 1998, the Company began
to derive significant license revenues from the Gemstar Guide Technology.
Revenues from up front license fees are recognized ratably over the term of
the particular license and revenues from on-going per unit license fees are
recognized when payments are due, and generally, when payments are actually
received from the licensee.

The Company acquired VideoGuide, Inc. ("VideoGuide") and StarSight Telecast,
Inc. ("StarSight") in December 1996 and May 1997, respectively. Both
acquisitions were accounted for under the pooling of interests method and
accordingly, the Company's historical consolidated financial statements were
restated for all periods to include the accounts and results of operations of
VideoGuide and StarSight.

Both VideoGuide and StarSight incurred substantial operating losses since
their inception through the date of acquisition by the Company. Due to these
losses, the restated financial results as reported contain significant
marketing, research and development, and general and administrative expenses
resulting in significant operating losses during certain periods. All of the
selling and marketing efforts and a portion of the research and development
effort expended by VideoGuide were directed toward marketing a subscription-
based electronic program guide service delivered through the 900 MHz paging
signal. After the acquisition, the VideoGuide service was terminated in
September 1997. A significant portion of the selling and marketing and
research and development effort of StarSight was directed toward marketing a
subscription-based electronic program guide service delivered through the
vertical blanking interval of the television signal. A significant portion of
the general and administrative expenses incurred by StarSight prior to the
acquisition was comprised of legal fees related to litigation with the
Company, which terminated upon the acquisition.

The fiscal year 1998 results show significant cost reductions after the
acquisitions of VideoGuide and StarSight which was due primarily to the
implementation of the Company's cost control measures. Such measures resulted
in lower payroll costs due to headcount reductions, cost savings from
combining marketing and development efforts and reduction of legal costs by
eliminating the litigation between the Company and StarSight. The Company also
realized synergies of the combined companies which resulted in further cost
savings.

Recent Developments

The Company has integrated the technical expertise of VideoGuide and
StarSight to better serve the respective needs of consumer electronics
manufacturers and service providers, and combined the technologies developed
by VideoGuide and StarSight into the Gemstar Guide Technology. The Company
also developed significant strategic relationships in the consumer electronics
and computer/Internet appliance sectors.

. In November 1997, the Company entered into a multi-year license agreement
with Thomson for the Gemstar Guide Technology and entered into a joint
venture, TDN, Inc., for the exploration of advertising, promotion,
linking and transaction opportunities through interactive program guides
on consumer electronics platforms.

25

. In January 1998, the Company entered into a worldwide cross-licensing
agreement with Microsoft in which the two companies agreed to cross-
license their respective intellectual property in the interactive program
guide area and under which Microsoft agreed to license the Company's
intellectual property in all Microsoft interactive program guide
products.

The Company continued to add new license agreements for the Gemstar Guide
Technology with consumer electronics manufacturers, and licensees in the cable
and satellite industries.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated
Financial Statements and related Notes thereto. The following table presents
the Company's results of operations for the years ended March 31, 1996, 1997
and 1998. Such results of operations have been restated for the effects of the
acquisitions of VideoGuide and StarSight accounted for under the pooling of
interests method. The table also presents unaudited pro forma results of
operations for the years ended March 31, 1996 and 1997, which reflect the
Company's reported results, excluding VideoGuide's results and StarSight's
results prior to the acquisitions. The Company has included the prior period
financial information on a pro forma basis for informational purposes and to
facilitate the understanding of the effects of the two acquisitions on the
Company's results of operations. The pro forma results do not purport to
present the Company's results of operations in accordance with generally
accepted accounting principles.

STATEMENT OF OPERATIONS DATA
(IN THOUSANDS)

AS REPORTED PRO FORMA
YEAR ENDED MARCH 31, YEAR ENDED MARCH 31,
--------------------------- ---------------------
1996 1997 1998 1996 1997
-------- ------- -------- ---------- ----------
(UNAUDITED)

Revenues.................... $ 55,365 $82,997 $126,552 $ 53,436 $ 70,367
Operating costs and
expenses:
Selling and marketing..... 68,923 45,924 30,993 15,496 20,661
Research and development.. 17,462 16,286 13,372 8,428 10,699
General and
administrative........... 25,162 25,558 18,693 9,957 12,160
Merger costs.............. -- -- 11,713 -- --
-------- ------- -------- ---------- ----------
Total operating costs
and expenses........... 111,547 87,768 74,771 33,881 43,520
-------- ------- -------- ---------- ----------
Earnings (loss from
operations................. (56,182) (4,771) 51,781 19,555 26,847
Other income, net........... 2,650 5,156 7,359 2,025 4,162
-------- ------- -------- ---------- ----------
Earnings (loss) before
income tax expense......... (53,532) 385 59,140 21,580 31,009
Income tax expense.......... 5,497 8,369 20,433 5,497 8,369
-------- ------- -------- ---------- ----------
Net earnings (loss)..... $(59,029) $(7,984) $(38,707) $ 16,083 $ 22,640
======== ======= ======== ========== ==========

Revenues

Revenues were $126.6 million, $83.0 million and $55.4 million for fiscal
years 1998, 1997 and 1996, respectively. The increase in revenues of 52% in
fiscal 1998 and 50% in fiscal 1997 were due primarily to the continued
increase in unit shipments incorporating the VCR Plus+ technology worldwide
and an increase in revenues associated with the expansion of the Gemstar Guide
Technology from the consumer electronics industry into the cable, satellite
and personal computer industries.

Pro forma revenues were $70.4 million for fiscal 1997 and $53.4 million for
fiscal 1996. The increase in revenues of 80% in fiscal 1998 and 32% in fiscal
1997, when compared with pro forma revenues for the year-ago period, were due
to increased revenues associated with the VCR Plus+ technology and the Gemstar
Guide Technology.

26

Selling and Marketing Expenses

Selling and marketing expenses consist of advertising and marketing program
costs, contracted services and salaries of marketing personnel, as well as
operational costs required to support the interactive program guide data
broadcast system and content requirements.

Selling and marketing expenses were $31.0 million, $45.9 million and $68.9
million for fiscal years 1998, 1997 and 1996, respectively. The decrease of
33% in fiscal 1998 was due primarily to a reduction in marketing, selling and
support costs as well as personnel costs associated with activities related to
StarSight and VideoGuide services. The decrease of 33% in fiscal 1997 was
attributable to a decrease in marketing, promotional and product launch costs
related to the VideoGuide system, offset by an increase in marketing,
promotional and operational costs required to launch and support the Gemstar
Guide Technology.

Pro forma selling and marketing expenses were $20.7 million for fiscal 1997
and $15.5 million for fiscal 1996. The increases of 50% in fiscal 1998 and 33%
in fiscal 1997, when compared with pro forma selling and marketing expenses
for the year ago period, were attributable to the marketing and support costs
associated with the Gemstar Guide Technology, and costs associated with
StarSight's and VideoGuide's operations.

Research and Development Expenses

Research and development expenses were $13.4 million, $16.3 million and
$17.5 million for fiscal years 1998, 1997 and 1996, respectively. The
decreases of 18% in fiscal 1998 and 7% in fiscal 1997 were due to lower
development costs associated with realized synergies of the combined companies
and cost control measures implemented by the Company after the acquisitions.

Pro forma research and development expenses were $10.7 million for fiscal
1997 and $8.4 million for fiscal 1996. The increases of 25% in fiscal 1998 and
27% in fiscal 1997, when compared with pro forma research and development
expenses for the year ago period, were due primarily to increased activities
associated with the development and testing of the Gemstar Guide Technology.

General and Administrative Expenses

General and administrative expenses were $18.7 million, $25.6 million and
$25.2 million for fiscal year 1998, 1997 and 1996, respectively. The decrease
of 27% in fiscal 1998 is attributable to lower personnel and operational costs
associated with realized synergies of the combined companies; a reduction in
legal expenses due to the elimination of the litigation between the Company
and StarSight; and cost control measures implemented by the Company after the
acquisitions. The slight increase in fiscal 1997 was due primarily to
increased personnel costs to support the Company's licensing business on a
worldwide basis as well as increased legal expenses associated with the
litigation between the Company and StarSight. These increases were offset by a
reduction in operating expenses associated with VideoGuide's operations.

Pro forma general and administrative expenses were $12.2 million for fiscal
1997 and $10.0 million for fiscal 1996. The increases of 54% in fiscal 1998
and 22% in fiscal 1997, when compared with pro forma general and
administrative expenses for the year ago period, were due primarily to an
increase in personnel cost to support the Company's licensing business on a
worldwide basis, and costs associated with StarSight's and VideoGuide's
operations in fiscal 1998.

Merger Costs

As a result of the acquisition of StarSight, the Company recorded merger
related costs totaling $11.7 million in fiscal 1998. These costs were
comprised of fees for financial advisors, attorneys, and accountants;
severance and other transaction costs.

Income Tax Expense

Income tax expense was $20.4 million, $8.4 million and $5.5 million for
fiscal years 1998, 1997 and 1996, respectively. Excluding merger costs, the
Company's effective tax rate was 29% in fiscal 1998. The overall effective tax
rate reported by the Company in any single period is impacted by, among other
things, the country in which earnings or losses arise, applicable statutory
tax rates and withholding tax requirements for particular countries, and the
availability of tax credits for taxes paid in certain jurisdictions. Because
of these factors, it is expected that the Company's future tax expense as a
percentage of earnings before income tax expense may

27

vary from year to year. Certain income tax benefits included in income tax
expense for fiscal years 1997 and 1996 were limited due to uncertainty
regarding the realization of net operating loss carryforwards, tax credit
carryforwards, and temporary differences between the tax basis of assets and
liabilities and their reported amounts in the consolidated financial
statements.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1998, the Company had cash and cash equivalents and short-term
marketable securities totaling $157.9 million and working capital of $110.4
million. Net cash provided by operating activities was $55.5 million for
fiscal 1998 and $14.4 million for fiscal 1997. Net cash used in operating
activities was $15.0 million for fiscal 1996. The increases in net cash
provided by operating activities in fiscal years 1998 and 1997 were primarily
the result of increased earnings and timing of payments.

Net cash provided by investing activities was $33.4 million for fiscal 1998,
comprised of proceeds from net maturities of marketable securities of $46.1
million offset by additions to property and equipment and intangible assets of
$12.7 million. Additions to intangible assets consist primarily of a one-time
payment for the purchase of patents and invention rights related to the
interactive program guide technology. Net cash used in investing activities
was $50.1 million for fiscal 1997, comprised of net purchases of marketable
securities of $47.0 million and additions to property and equipment and
intangible assets of $3.2 million. Net cash provided by investing activities
was $13.8 million for fiscal 1996, comprised of proceeds from net maturities
of marketable securities of $18.4 million offset by additions to property and
equipment and intangible assets of $4.7 million.

Net cash provided by financing activities was $4.7 million, $33.5 million
and $48.8 million for fiscal years 1998, 1997 and 1996, respectively. The
Company received proceeds of $32.6 million in fiscal 1997 and $53.6 million in
fiscal 1996 from private and public sales of the Company's Ordinary Shares.
Proceeds from stock option exercises were $17.5 million in fiscal 1998 and
were not significant in fiscal years 1997 and 1996. The Company repurchased a
warrant to purchase 606,000 Ordinary Shares from the warrant holder for $12.8
million in fiscal 1998. Dividends of $5.0 million were paid in fiscal 1996.

The Company does not have any material commitments for capital expenditures.
However, the Company expects to incur significant marketing expenditures to
launch new systems and to market new services and expects to incur significant
research and development, and general and administrative expenses relating to
these new systems and services over the next two to three years.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company intends to adopt Statement of Financial Accounting Standards No.
130, Reporting Comprehensive Income ("SFAS No. 130") and Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information ("SFAS No. 131") in fiscal year 1999. Both
Standards will require additional disclosure, but will not have a material
effect on the Company's financial position or results of operations. SFAS No.
130 establishes standards for the reporting and display of comprehensive
income and is expected to first be reflected in the Company's first quarter of
fiscal year 1999 interim financial statements. Components of comprehensive
income include items such as net income and changes in value of available-for-
sale securities. SFAS No. 131 changes the way companies report segment
information and requires segments to be determined based on how management
measures performance and makes decisions about allocating resources. SFAS No.
131 will first be reflected in the Company's fiscal year 1999 Annual Report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Information with respect to this Item 8 is set forth in "Index to
Consolidated Financial Statements."

28

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table sets forth certain information regarding the Company's
directors and executive officers as of March 31, 1998:

EXECUTIVE
NAME AGE POSITION AND OFFICE DIRECTOR SINCE OFFICER SINCE
---- --- ------------------- --------------- -------------

Thomas L. H. Lau.. 44 Chairman of the Board
and Director April, 1992 --
Henry C. Yuen..... 49 Chief Executive Officer,
President and Director April, 1992 August, 1994
Elsie Ma Leung.... 51 Chief Financial Officer
and Director April, 1994 August, 1994
Larry Goldberg.... 50 Secretary, Corporate
Counsel and Director August, 1994 August, 1994
George F. Carrier. 80 Director August, 1994 --
Teruyuki Toyama... 68 Director August, 1994 --
Brian Klosterman.. 40 Director September, 1997 --
Douglas B. Macrae. 39 Director September, 1997 --
James E. Meyer.... 43 Director May, 1997 --
George Smith...... 49 Director May, 1997 --

Mr. Thomas L. H. Lau is a co-founder of the Company and has served as a
director of the Company since April 1992 and currently serves as the Chairman
of the Board of the Company. Since February, 1998, Mr. Lau has served as an
Executive Director of The Kwong Sang Hong Limited, a company engaged in
property investment and distribution and trading of cosmetics. Since 1985, Mr.
Lau has been an Executive Director of Chinese Estates Holdings Ltd., Hong
Kong, a holding company for various Hong Kong business interests, including
real estate and securities. Since 1996, Mr. Lau has also served as Deputy
Chairman of Evergo International Holdings Co. Ltd., a company principally
engaged in property investment and financing in the People's Republic of
China. Prior to that, Mr. Lau was involved in a broad spectrum of business
activities, including manufacturing, international trading, real estate
investment and development and securities transactions. Mr. Lau holds a B.A.
(Business Administration) from the University of Toronto and an M.B.A. from
the University of Windsor.

Dr. Henry C. Yuen is a co-founder of the Company and has served as the
Company's Chief Executive Officer and President since August 1994 and as a
director of the Company since April 1992. Dr. Yuen has been the Chief
Executive Officer and President of Gemstar Development Corporation ("GDC"), a
wholly owned subsidiary of the Company, since 1989. Prior to his association
with the Company, Dr. Yuen was a research scientist at TRW, Inc. Dr. Yuen has
continued his relationship with TRW, Inc. since joining the Company, becoming
a Technical Fellow in 1990, a position he continues to hold. Dr. Yuen's
ongoing research at TRW, Inc. has been devoted exclusively to the study of
ocean wave theory. Dr. Yuen held faculty positions at the California Institute
of Technology in 1973 and Courant Institute of Mathematical Sciences of New
York University in 1974. Dr. Yuen has a number of pending and issued patents
in various technological fields and has published over 70 reviewed scientific
publications. Dr. Yuen is also a lawyer admitted to practice in California.
Dr. Yuen holds a B.S. (Mathematics) from the University of Wisconsin, a Ph.D.
(Applied Mathematics) from the California Institute of Technology and a J.D.
from Loyola University School of Law, Los Angeles. Dr. Yuen was elected the
1996 National Entrepreneur of the Year by the Entrepreneur of the Year
Institute, jointly sponsored by USA Today, Ernst & Young and Nasdaq.

Ms. Elsie Ma Leung has served as the Company's Chief Financial Officer since
August 1994 and as a director of the Company since April 1994. Ms. Leung has
been Chief Financial Officer of GDC since January 1993. Ms. Leung founded a
public accounting firm, Leung, Kaufman & Co., in 1983 and was its

29

managing partner until joining the Company. Ms. Leung also served as Chief
Financial Officer of American Plant Growers, Inc. from 1988 to 1993. Prior to
1983, Ms. Leung performed audit duties at Kenneth Leventhal & Company. Ms.
Leung is a licensed Certified Public Accountant. Ms. Leung holds a B.A.
(Accounting) from California State University, Los Angeles.

Mr. Larry Goldberg joined the Company in August 1994 as Secretary and
Corporate Counsel. For eight years prior to joining the Company, he was a
partner in the law firm of Schneider, Goldberg and Yuen, specializing in
business law and business litigation where he continues to be of counsel.
Prior to practicing law, Mr. Goldberg performed audit duties with Price
Waterhouse and Kenneth Leventhal & Company. Mr. Goldberg is admitted to
practice law in California. Mr. Goldberg holds a B.A. (Economics) from UCLA
and a J.D. from Loyola University School of Law, Los Angeles.

Dr. George F. Carrier In August 1994, he was appointed a director of the
Company. He served on the faculty of Harvard University from 1952 until he
retired in 1988. While at Harvard, he served as the Gordon McKay Professor of
Mechanical Engineering and T. Jefferson Coolidge Professor of Applied
Mathematics. Since 1995, Dr. Carrier has served as a private consultant to TRW
Inc.'s Aerospace and Automotive Divisions and since 1992 has served as a
private consultant to the National Science Foundation. Dr. Carrier holds a
B.S. (Mechanical Engineering) from Cornell University and a Ph.D. (Applied
Mechanics) from Cornell University.

Mr. Teruyuki Toyama was appointed a director of the Company in August 1994.
From 1993 to 1997, Mr. Toyama was the President and Chief Executive Officer of
Overseas Courier Services Co., Ltd. In 1997 he was appointed as Executive
Advisor of that company. Mr. Toyama worked for over 40 years in various
capacities with Asahi Shimbun Co., Ltd. ("Asahi Shimbun"). From 1991 to 1993,
he was Senior Managing Director and Chief Operating Officer of Asahi Shimbun.
From 1987 to 1991, he was Asahi Shimbun's Managing Director in charge of
Advertising. Prior to 1987 he served as a Director of the Advertising Division
and as a member of the board of directors. Mr. Toyama holds a degree in
Foreign Studies from Tokyo University.

Mr. Brian Klosterman was appointed a director of the Company in September
1997. Since 1993, Mr. Klosterman has held various positions with StarSight,
most recently as President of StarSight. From 1988 to 1993, Mr. Klosterman
held various positions with Sony Corporation of America, including Vice
President. From 1985 to 1988, Mr. Klosterman served in various positions with
Thomson Consumer Electronics, Inc., including Manager--TV Marketing and
Planning.

Mr. Douglas B. Macrae was appointed a director of the Company in September
1997. Mr. Macrae founded VideoGuide Inc., a now wholly-owned subsidiary of the
Company, in September 1993 and has served as its President and Chief Executive
officer since that time. Mr. Macrae currently serves as Chairman of the Board
of GCC Technologies, Inc., a privately held company that designs, licenses,
manufactures and sells consumer electronics and computer products. From 1981
to 1993, Mr. Macrae served as Vice President of Engineering of GCC
Technologies, Inc. From 1985 to 1991, Mr. Macrae served as a director of Blyth
Holdings, a publicly held database company. Since 1988, Mr. Macrae has served
on the Board of Trustees of the Pingry School in Martinsville, New Jersey.

Mr. James E. Meyer was appointed a director of the Company in May 1997. Mr.
Meyer has served as Chief Operating Officer for Thomson since 1997. Mr. Meyer
served as Senior Vice President--Product Management for Thomson from 1992 to
1996. From December 1996 to September 1997, Mr. Meyer served as Executive Vice
President, Marketing & Sales-Americas for Thomson. Since June 1995, Mr. Meyer
has served as a director of Thomson Sun Interactive.

Mr. George Smith was appointed a director of the Company in May 1997. Mr.
Smith has served as Senior Vice President and Chief Financial Officer of
Viacom, Inc. since November 1987. Mr. Smith served as Vice President and
Controller of Viacom from 1985 to 1997 and Vice President--Finance and
Administration of Viacom Broadcast Group from 1983 to 1985.

30

The Board of Directors is divided into three classes: Class I, Class II, and
Class III. The Class I directors consist of Messrs. Goldberg, Klosterman,
Macrae and Smith; the Class II directors consist of Dr. Carrier, Mr. Toyama
and Mr. Meyer and the Class III directors consist of Mr. Lau, Dr. Yuen and Ms.
Leung. Each director serves for a term ending following the third annual
meeting following the annual meeting at which such director was elected. The
terms of office of directors in Class I, Class II and Class III end following
the annual meetings in 1999, 2000, and 1998, respectively. The appointment of
all officers is subject to the discretion of the Board of Directors.

The Executive Committee of the Board of Directors consists of Dr. Yuen, Mr.
Lau and Ms. Leung. The Executive Committee has authority to take any action
other than appointment of auditors, election and removal of directors and
appointment of officers, which can be taken only by the Board of Directors.

The Company's Audit Committee consists of Dr. Carrier and Messrs. Toyama and
Goldberg. The Audit Committee recommends to the Board of Directors the
independent public accountants to be selected to audit the Company's annual
financial statements and approves any special assignments given to such
accountants. The Audit Committee also reviews the planned scope of the annual
audit and the independent accountants' letter of comments and management's
responses thereto, any major accounting changes made or contemplated and the
effectiveness and efficiency of the Company's internal accounting staff.

The Company's Compensation Committee consists of Dr. Carrier and Mr. Toyama.
The Compensation Committee establishes remuneration levels for executive
officers of the Company, reviews management organization and development,
reviews significant employee benefit programs and administers the Company's
Stock Incentive Plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the United States Securities Exchange Act of 1934, as
amended, requires that the Company's directors and officers, and persons who
own more than 10% of a registered class of the Company's equity securities,
file reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "Commission") and the National Association of
Securities Dealers, Inc. ("NASD"). Directors, officers, and beneficial owners
of more than 10% of the Company's Ordinary Shares are required by the
Commission to furnish the Company with copies of the reports they file.

Based solely on its review of the copies of such reports and written
representations from certain reporting persons that certain reports were not
required to be filed by such persons, the Company believes that all of its
directors, officers and greater than 10% beneficial owners complied with all
filing requirements applicable to them with respect to transactions during the
1998 fiscal year except that a Form 3 for Mr. Klosterman was inadvertently not
filed on a timely basis following his appointment to the Company's Board of
Directors in September 1997. Mr. Klosterman's Form 3 was subsequently filed
with the Commission and the NASD.

31

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY OF EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning the
compensation paid by the Company for fiscal years 1998, 1997 and 1996 to the
Company's principal executive officer and the five other most highly
compensated executive officers during the 1998 fiscal year (collectively, the
"Named Executive Officers"):

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
ANNUAL COMPENSATION(2)(3) AWARDS
-------------------------- ------------
SECURITIES ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS UNDERLYING COMPENSATION
POSITIONS(1) YEAR ($) ($) OPTIONS(#) ($)(4)
------------------ ------ -------- ---------- ------------ ------------

Thomas L. H. Lau........... 1998 $360,000 $ -- -- $ --
Chairman of the Board 1997 360,000 -- -- --
1996 270,000 -- 230,000 --
Henry C. Yuen.............. 1998 888,800 1,611,200 4,162,725 493,912
Chief Executive Officer 1997 648,000 518,400 -- 495,681
and President
1996 540,000 432,000 2,600,000 497,083
Elsie Ma Leung............. 1998 570,000 228,000 1,500,000 2,427
Chief Operating Officer 1997 475,000 190,000 -- 4,076
and Chief Financial
Officer 1996 326,875 130,750 410,000 --

Roy J. Mankovitz........... 1998 296,100 118,440 150,000 1,474
Asst. Secretary, Corporate 1997 423,000 169,200 -- 4,658
Counsel--Intellectual
Property 1996 352,500 141,000 372,500 --

Larry Goldberg............. 1998 388,800 155,520 300,000 2,248
Secretary and Corporate 1997 324,000 129,600 -- 4,427
Counsel 1996 270,000 108,000 372,500 --

Brian Klosterman(5)........ 1998 240,000 120,000 340,930 255
President, StarSight
Telecast, Inc.

- - --------
(1) All of the Named Executive Officers are or were employed in the indicated
positions with GDC, except Mr. Lau, who is employed by the Company and is
the Chairman of the Board, and Mr. Klosterman, who serves as President of
StarSight, a wholly owned subsidiary of the Company. Dr. Yuen also serves
as Chief Executive Officer and President of the Company and Ms. Leung also
serves as Chief Financial Officer of the Company.

(2) No individual listed in the table received aggregate other compensation
exceeding $50,000 or 10% of the compensation reported in the table for
such individual.

(3) The salary paid to each of the Named Executive Officers represents each
such officer's adjusted base salary for each of the indicated fiscal
years, calculated pursuant to the applicable formula under such officer's
employment agreement with the Company, GDC or StarSight, as the case may
be. The bonuses paid to Dr. Yuen represent the aggregate amounts of
Dr. Yuen's merit bonus and annual incentive bonus, calculated pursuant to
the applicable formulae set forth in the Employment Agreement between GDC
and Dr. Yuen, dated April 1, 1994, as amended, and the New Yuen Agreement.
The bonuses paid to each of Messrs. Lau, Mankovitz and Goldberg and Ms.
Leung represent the amount of the annual incentive bonus paid to each such
officer for each of the indicated fiscal years, calculated pursuant to the
applicable formula in such officer's employment agreement with GDC or the
Company, as the case may be. The bonus paid to Mr. Klosterman represents
the amount of the annual performance bonus (or other special bonus) paid
to Mr. Klosterman pursuant to his employment agreement with StarSight.

32

(4) The Company, GDC or StarSight, as the case may be, provide the Named
Executive Officers with certain group life, health, medical and other non-
cash benefits generally available to all salaried employees and not
included in this column pursuant to the Securities and Exchange
Commission's rules. The amounts shown in this column include the
following:

(a) Matching contributions by the Company, GDC or StarSight, as the case
may be, under the Gemstar Employees 401(k) and Profit Sharing Plan, which
permits salaried employees to make tax-deferred contributions of a portion
of their base compensation pursuant to Section 401(k) of the Code. Under
the Plan, prior to January 1, 1998, GDC or the Company will match 100% of
3% of a participant's compensation up to $16,667 contributed as elective
deferrals and 50% of 3% of a participant's compensation in excess of
$16,667 contributed as elective deferrals up to applicable limits under the
Code. Effective January 1, 1998, GDC's matching contribution will be an
amount equal to 100% of up to 2% of a participant's compensation
contributed, up to applicable limits under the Code.

(b) Represents premiums paid for split dollar life insurance policies.

(5) Mr. Klosterman joined the Company following consumation of the Company's
acquisition of StarSight in May 1997.

SUMMARY OF OPTION GRANTS

The following table provides certain summary information concerning grants
of options to the Named Executive Officers of the Company during the 1998
fiscal year.

OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES % OF TOTAL PRICE APPRECIATION FOR
UNDERLYING OPTIONS GRANTED OPTION TERM
OPTIONS TO EMPLOYEES IN EXERCISE PRICE ----------------------
NAME GRANTED FISCAL YEAR PER SHARE EXPIRATION DATE 5% 10%
---- ---------- --------------- -------------- --------------- ---------- -----------

Thomas L. H. Lau........ -- -- -- -- -- --
Henry C. Yuen........... 4,162,725 50.2% $22.00 01/06/08 57,594,138 145,954,855
Elsie Ma Leung.......... 300,000 3.6 15.38 05/08/07 2,901,720 7,353,528
1,200,000 14.5 30.00 03/30/08 22,640,207 57,374,729
Roy J. Mankovitz........ 150,000 1.8 15.38 05/08/07 1,450,860 3,676,764
Larry Goldberg.......... 150,000 1.8 15.38 05/08/07 1,450,860 3,676,764
150,000 1.8 30.00 03/30/08 2,830,026 7,171,841
Brian Klosterman........ 100,000 1.2 14.75 05/07/07 927,620 2,350,770
150,000 1.8 30.00 03/30/08 2,830,026 7,171,841

SUMMARY OF OPTIONS EXERCISED

The following table provides certain summary information concerning the
exercise of stock options by the Named Executive Officers during the 1998
fiscal year together with the fiscal year-end value of unexercised options.

AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN THE MONEY OPTIONS
OPTIONS AT FISCAL YEAR END AT FISCAL YEAR-END (1)
SHARES ACQUIRED VALUE (1) ----------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ---------- ----------- -------------- ----------- -------------

Thomas L. H. Lau........ -- -- 143,750 86,250 $ 2,601,875 $ 1,561,125
Henry C. Yuen........... 43,000 $ 488,050 3,389,545 3,330,180 52,942,060 26,651,440
Elsie Ma Leung.......... -- -- 815,350 1,094,650 10,423,217 1,383,783
Roy J. Mankovitz........ 175,000 1,971,434 300,175 47,325 5,075,859 691,892
Larry Goldberg.......... 247,000 2,371,485 228,175 197,325 3,772,659 691,892
Brian Klosterman........ -- -- 118,014 222,916 2,646,090 1,111,969

33

- - --------
(1) Market value of the securities underlying the options at exercise date or
year-end, as the case may be, minus the exercise or base price of "in-the-
money" options and transaction costs.

COMPENSATION OF DIRECTORS

The Company will pay each director who is not an employee of the Company
$25,000 per year for services as a director of the Company and $1,000 per
Board or Committee meeting attended. All directors are reimbursed for their
out-of-pocket expenses incurred in connection with attendance at meetings of,
and other activities relating to service on, the Board of Directors or any
Board Committee. In addition, directors who are not full-time employees are
eligible to participate in, and each director has received awards pursuant to,
the Company's Stock Incentive Plan. See Item 12, "Security Ownership of
Certain Beneficial Owners and Management."

EMPLOYMENT AGREEMENTS

Amended and Restated Employment Agreement with Dr. Yuen

In January 1998, the Company's Compensation Committee and Board of Directors
approved the New Yuen Agreement. The New Yuen Agreement supersedes and
replaces Dr. Yuen's former Employment Agreement with GDC, and provides for Dr.
Yuen's service to each of the Company and GDC as Chief Executive Officer and
President through October 31, 2002, subject to a three-year renewal term and
to earlier termination under certain circumstances. The New Yuen Agreement
also provides that Dr. Yuen will serve as a director of each of the Company,
GDC and StarSight.

The New Yuen Agreement includes provisions (collectively, the "Performance-
Based Provisions") pursuant to which Dr. Yuen's annual base salary ("Base
Salary") is adjusted and his merit bonus, annual incentive bonus and annual
stock option grants are calculated. The Performance-Based Provisions of the
New Yuen Agreement were subject to shareholder approval to satisfy one of the
requirements of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), in order to permit the Company to deduct payments in
excess of $1 million in any fiscal year. The Performance-Based Provisions of
the New Yuen Agreement were approved by the shareholders at a Special Meeting
of Members of the Company held on March 12, 1998 (the "March Special
Meeting").

Under the New Yuen Agreement, Dr. Yuen's Base Salary initially is set at $1
million. The New Yuen Agreement provides for annual adjustments to Dr. Yuen's
Base Salary based on the growth of the Company's consolidated revenues and
consolidated net earnings, as similar to his former employment agreement. The
New Yuen Agreement also provides for the payment to Dr. Yuen of a merit bonus
(the "Merit Bonus") which is equal to a percentage of Dr. Yuen's then-current
Base Salary (reflecting any prior adjustments), equal to the percentage
increase, if any, in the Company's consolidated earnings before interest,
taxes, depreciation and amortization ("EBITDA") for its most recently
completed fiscal year from the Company's EBITDA for the comparable period in
the immediately preceding fiscal year, as similar to his former employment
agreement. The New Yuen Agreement also provides for the payment to Dr. Yuen of
an additional bonus (the "Annual Incentive Bonus"), the amount of which, if
any, is tied to the annual rate of growth of the Company's consolidated
earnings per share, as similar to his former employment agreement. Under the
New Yuen Agreement, the aggregate dollar amount of Dr. Yuen's Base Salary (as
adjusted), Merit Bonus, and Annual Incentive Bonus for each compensation
period is subject to an annual limitation, as similar to his former employment
agreement except with respect to the dollar amount of annual limitation. The
amount of the adjustment to Dr. Yuen's Base Salary, and the amounts of the
Merit Bonus and the Annual Incentive Bonus payable to Dr. Yuen under the New
Yuen Agreement for the fiscal year ended on March 31, 1998, were dependent
upon the Company's financial performance for such year and on whether the
Company's consolidated revenues and consolidated earnings from operations for
the fiscal quarter ended March 31, 1998 exceeded the Company's consolidated
revenues and consolidated earnings from operations, respectively, for the
fiscal quarter ended March 31, 1997, as similar to his former employment
agreement. The New Yuen Agreement provided for the immediate grant to Dr. Yuen
of options to purchase 4,162,725 Ordinary Shares and annual grants of options
to purchase 832,545 Ordinary Shares. The Company's shareholders approved these
stock option grants to Dr. Yuen at the March Special Meeting. Dr. Yuen is also
entitled to a $1,000 a month automobile allowance and other benefits,
including, health insurance and participation in bonus and incentive and stock
option compensation plans.

34

Under the New Yuen Agreement, as similar to his former employment agreement
all inventions, designs, improvements, patents, copyrights, discoveries and
other intellectual property which (i) are developed by Dr. Yuen while
performing his duties for GDC or using GDC's equipment or trade secret
information, (ii) are related at the time of conception to GDC's business or
actual or demonstrably anticipated research, or (iii) result from any work
performed by Dr. Yuen for GDC, are the property of GDC, if and only to the
extent GDC can show by clear and convincing evidence that such property is
GDC's property.

Employment Agreement with Ms. Leung

The Company and GDC entered into an Amended and Restated Employment
Agreement with Ms. Leung, dated as of March 31, 1998 (the "New Leung
Agreement"), which supersedes and replaces Ms. Leung's former employment
agreement. The New Leung Agreement provides for an initial term effective from
January 1, 1998 through December 31, 2003 and will be automatically renewed
for a three-year period unless either party gives written notice of
termination.

Under the New Leung Agreement, Ms. Leung will serve as Chief Financial
Officer of the Company and Chief Operating Officer and Chief Financial Officer
of GDC. Ms. Leung will also serve as a director of the Company, GDC and
StarSight. Beginning April 1, 1998, Ms. Leung will receive a base salary of
$700,000 per year, with annual adjustments based upon the Company's
consolidated revenues, as similar to her former employment agreement. The New
Leung Agreement also provides that Ms. Leung may receive an annual incentive
bonus based upon the Company's consolidated earnings per share, as similar to
her former employment agreement. Under the New Leung Agreement, Ms. Leung
received options to purchase 1,200,000 Ordinary Shares, scheduled to vest
ratably over the six-year term of the New Leung Agreement over the term of the
Agreement, of which 200,000 became exercisable upon the execution of the
Agreement. Ms. Leung is also entitled to a $750 per month automobile allowance
and other benefits, including, health insurance and participation in bonus and
incentive and stock option compensation plans.

All inventions, designs, improvements, patents, copyrights and discoveries
conceived by Ms. Leung during the term of the New Leung Agreement which are
competitive with or related to existing products or services of GDC shall be
assigned to GDC.

Other Agreements with the Other Executives

The Company has entered into an employment agreement with Mr. Lau and GDC
has entered into employment agreements with Messrs. Goldberg and Mankovitz,
all of which contain substantially similar provisions (hereinafter, these
employment agreements, as amended, are sometimes collectively referred to as
the "Other Agreements," and the Named Executive Officers who have entered into
these agreements are sometimes collectively referred to as the "Other
Executives"). The term of the employment agreements with Messrs. Lau,
Goldberg, and Mankovitz is from April 1, 1994 to March 31, 2001, with and will
be automatically renewed for a one-year period unless either party gives
written notice of termination.

Each of the Other Agreements provides for a base salary subject to an annual
adjustment based upon the Consumer Price Index and the Company's revenues and
net earnings. Each of the Other Executives is also entitled under his
employment agreement to an annual incentive bonus based upon the growth of the
Company.

The Other Agreements provide that, in the event the Company (or GDC, as
applicable) is involved in a merger or a sale of all or substantially all of
its assets to another entity, the Company (or GDC) will (or will cause a
successor to) provide for such adjustment to such executive officers'
compensation as may be necessary to preserve, as nearly as practicable, the
payment of his base salary and certain other benefits under such agreements.
The Other Executives are also entitled under their employment agreements to
such other benefits, including, without limitation, health insurance.

Each of the Other Agreements provides that termination of the Other
Executives (or termination of any compensation or benefits payable to the
Other Executives under the Other Employment Agreements) may be effected upon
the occurrence of certain specified events. In addition, the Other Agreements
(other than the Mankovitz employment agreements) provide that all inventions,
patents, copyrights and other intellectual

35

property developed or conceived by the Other Executives during the term of the
Other Employment Agreements which are competitive with any existing products
or services of the Company or its affiliates, are the property of the Company
(or GDC, as the case may be). Under the Mankovitz employment agreement, all
inventions, patents, copyrights and other intellectual property which (i) are
developed during the term of the agreement while the inventor was performing
duties for the Company (or GDC) or using the Company's (or GDC's) equipment or
trade secret information, (ii) are related at the time of completion to the
Company's (or GDC's) business or actual or demonstrably anticipated research,
or (iii) result from any work performed by the inventor for the Company (or
GDC), are the property of the Company (or GDC) provided such entity can show
by clear and convincing evidence that such property is such entity's property.
All other intellectual property belongs to the Other Executives.

StarSight entered into an employment agreement with Mr. Klosterman, as of
December 23, 1996 (the "Klosterman Employment Agreement"), which provides for
Mr. Klosterman's services as President of StarSight through December 22, 1999,
unless the Klosterman Employment Agreement is otherwise terminated in
accordance with its terms (the "Employment Period"). In addition, the
Klosterman Employment Agreement provides for an automatic one-year renewal
unless either of the parties thereto notifies the other of the termination
thereof. Pursuant to the Klosterman Employment Agreement, Mr. Klosterman
receives a base salary of $240,000 per year and is eligible to receive an
annual performance bonus (or other special bonus) in no event less than 50% of
his current base salary. Mr. Klosterman is also entitled to a $1,000 a month
automobile allowance and other benefits, including, without limitation, health
insurance.

If StarSight terminates Mr. Klosterman without Cause (as defined below)
during the Employment Period, then Mr. Klosterman is entitled to continue to
receive his salary from StarSight for the remainder of one Employment Period.
If he is terminated for Cause, StarSight shall have no further obligations to
pay any salary or other compensation to him. The Employment Period will also
terminate in the event of Mr. Klosterman's death or disability, and in each
such case, StarSight will be required to make certain limited payments. Mr.
Klosterman may be terminated for "Cause" if: (i) he has engaged in illegal or
other wrongful conduct substantially detrimental to the business or reputation
of StarSight or any affiliated company, or is charged with or convicted of a
felony; (ii) he refuses or fails to act in accordance with any reasonable
direction or order of the StarSight board of directors; provided that the
StarSight board of directors has given him written notice of such refusal or
failure and he fails to comply with such direction or order within thirty days
after the date of such notice; or (iii) he has engaged in any fraud,
embezzlement, misappropriation or similar conduct against StarSight.

In addition, the Klosterman Employment Agreement provides that Mr.
Klosterman will not (i) accept any other employment or (ii) engage in any
other business activity that is competitive with, or places him in a competing
position to that of, StarSight or any affiliated company. In addition, subject
to certain conditions, for a period of one year after the termination of the
Employment Period, Mr. Klosterman will not for himself or any third party,
directly or indirectly, including without limitation, (i) solicit or interfere
with any of StarSight's suppliers or customers; (ii) employ, solicit for
employment, or recommend for employment any person employed by StarSight,
during the period of his employment by StarSight and for one year thereafter;
or (iii) engage in any business activity that is competitive with StarSight;
provided that in no event shall Mr. Klosterman engage in such competitive
activities during the period which he continues to receive payments pursuant
to the termination provisions of the Klosterman Employment Agreement. The
Klosterman Employment Agreement also contains standard employee invention and
intellectual property confidentiality provisions.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Compensation Committee consists of Dr. George F. Carrier and
Mr. Teruyuki Toyama, neither of whom is an officer or employee of the Company
or was previously an officer or employee of the Company.

36

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information with respect to the
beneficial ownership of the Ordinary Shares as of June 15, 1998, for (i) each
person who beneficially owns more than 5% of the Ordinary Shares, (ii) each of
the directors and Named Executive Officers and (iii) all directors and
executive officers as a group. Except as otherwise indicated, beneficial
ownership includes voting and investment power with respect to the shares
shown.

NUMBER OF
SHARES PERCENTAGE
BENEFICIALLY OF SHARES
NAME AND POSITION OWNED(1) OUTSTANDING
----------------- ------------ -----------

Thomas L. H. Lau (2)............................... 11,666,325 23.9%
Henry C. Yuen (3).................................. 6,454,535 12.4
THOMSON multimedia S.A. (4)........................ 3,833,066 7.9%
Viacom International, Inc (5)...................... 2,895,743 5.9%
Elsie Ma Leung (6)................................. 865,349 1.7
Roy L. Mankovitz (7)............................... 300,175 *
Larry Goldberg (8)................................. 228,175 *
Douglas Macrae (9)................................. 190,293 *
Brian Klosterman (10).............................. 118,014 *
George F. Carrier (11)............................. 22,000 *
Teruyuki Toyama (12)............................... 22,000 *
James E. Meyer (13)................................ 16,062 *
George Smith (14).................................. 14,747 *
Executive Group (6 persons) (15)................... 19,632,573 36.6
Non-Executive Director Group (5 persons) (16)...... 265,103 *
Executive Officers and Directors as a group (11
persons) (17)..................................... 19,897,676 37.0

- - --------
* Less than 1%

(1) Applicable percentage of ownership is based on 48,507,739 Ordinary
Shares outstanding as of June 15, 1998 together with applicable options
or warrants for such shareholder. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission. In
computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares subject to options held by
that person that are currently exercisable or that become exercisable
within 60 days following May 31, 1998 are deemed outstanding. However,
such shares are not deemed outstanding for purposes of computing the
percentage ownership of any other person. Unless otherwise indicated,
each of the shareholders named in this table has sole voting and
dispositive power with respect to the Ordinary Shares shown as
beneficially owned by such shareholder. The address for all directors
and officers of the Company is c/o Gemstar International Group Limited,
135 North Los Robles Avenue, Suite 800, Pasadena, California, 91101.

(2) Includes shares held by Dynamic Core Holdings Limited, of which Mr. Lau
is the sole shareholder. Also includes 143,750 shares issuable upon
exercise of options that are currently exercisable or will become
exercisable within 60 days following May 31, 1998.

(3) Includes 3,389,545 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days
following May 31, 1998.

(4) Reflects ownership as reported on a Schedule 13D/A by THOMSON multimedia
S.A., dated as of April 22, 1998, filed with the Securities and Exchange
Commission. Includes 606,200 Ordinary Shares subject to currently
exercisable warrants held by THOMSON multimedia S.A.

(5) Reflects ownership as reported on a Schedule 13D/A filed by Viacom
International, Inc., dated as of February 13, 1998, filed with the
Securities and Exchange Commission.

(6) Includes 815,350 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days
following May 31, 1998.

(7) Includes 300,175 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days
following May 31, 1998.

(8) Includes 228,175 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days
following May 31, 1998.

37

(9) Includes 63,000 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days
following May 31, 1998.

(10) Includes 118,014 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days
following May 31, 1998.

(11) Includes 22,000 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days
following May 31, 1998.

(12) Includes 22,000 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days
following May 31, 1998.

(13) Includes 16,062 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days
following May 31, 1998.

(14) Includes 10,000 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days
following May 31, 1998.

(15) Includes 4,995,009 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days
following May 31, 1998.

(16) Includes 133,062 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days
following May 31, 1998.

(17) Includes 5,128,071 shares issuable upon exercise of options that are
currently exercisable or will become exercisable within 60 days
following May 31, 1998.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company continues to maintain a license agreement with Gemstar
Manufacturing Holding Limited, a former wholly owned subsidiary (the
"Holdings"), that allows for the incorporation of the VCR Plus+ technology in
the manufacture and distribution of handsets. Pursuant to the license
agreement, the Holdings pays the Company a per unit royalty fee based on unit
shipments. Royalty fees totaled $112,000 and $1,446,000 for the years ended
March 31, 1996 and 1997, respectively. There were no royalty fees for the year
ended March 31, 1998.

The Company continues to maintain service relationships with certain
Holdings subsidiaries. Pursuant to the services agreements, the Holdings
subsidiaries provide marketing and promotion services for the Company in their
respective territories in connection with the Company's systems, maintain
relationships with licensees and maintain and promote and monitor the
publication of the PlusCode Numbers. Service fees paid to these companies
totaled $7,100,000, $8,300,000 and $8,178,000 for each of the years in the
three-year period ended March 31, 1998. In the future, certain of the
Company's current foreign subsidiaries may enter into similar services
agreements with the subsidiaries of Holdings to promote and maintain the
Company's systems overseas. Compensation under any such agreement is expected
to be calculated on a "costs plus" basis.

The Company has from time to time loaned money to various shareholders and
employees. Most of such loans were unsecured and generally bore interest at
the prime rate as in effect from time to time. At March 31, 1998, there was
one loan in the principal amount of $185,000 plus accrued interest outstanding
to Roy Mankovitz. The loan to Mr. Mankovitz bears interest at 8% per annum and
is secured by a second trust deed on Mr. Mankovitz's personal residence.

Larry Goldberg remains of counsel to the law firm of Schneider, Goldberg,
and Yuen, a firm in which he was previously a partner. Schneider, Goldberg has
provided, and may continue to provide, legal services for the Company from
time to time. Mr. Goldberg does not receive any compensation from Schneider,
Goldberg. Henry Yuen was formerly a partner of Schneider, Goldberg, but Dr.
Yuen no longer has any affiliation with the firm.

The Company believes that all current and any future transactions between
the Company and any affiliates are or will be on terms no less favorable to
the Company than could otherwise be obtained from unaffiliated third parties.

38

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1) Financial Statements

See Index to Financial Statements on page F-1.

(a)(2) Exhibits

EXHIBIT NO. DOCUMENT DESCRIPTION
----------- --------------------

2.1** Parent Significant Shareholder Agreement, dated as of December 23,
1996 by and among StarSight Telecast, Inc., a California
corporation and certain significant shareholders of Gemstar
International Group Limited.
2.2** Agreement and Plan of Merger dated as of December 23, 1996 by and
among Gemstar International Group Limited, a British Virgin
Islands corporation, StarSight Telecast, Inc., a California
corporation, and G/S Acquisition Subsidiary, a California
corporation).
3.1* Amended and Restated Memorandum of Association of the Company.
3.2* Amended and Restated Articles of Association of the Company.
10.1* Patent Assignment Agreement, dated as of March 15, 1994, between
Gemstar Development Corporation and Roy J. Mankovitz.
(Confidential treatment requested).
10.2* Contract Engineering Agreement (undated) between Hilite, Inc. and
Gemstar Development Corporation. (Confidential treatment
requested).
10.3* Contract Engineering Agreement (undated) between Hilite, Inc. and
Gemstar Holdings Limited. (Confidential treatment requested).
10.4* Contract Engineering Agreement (undated) between Hilite, Inc. and
Index Systems, Inc. (Confidential treatment requested).
10.5* Form of Option Exercise and Assignment Agreement, dated March 16,
1994, between Gemstar Development Corporation and each of Henry C.
Yuen, Wilson K. C. Cho and Daniel S. W. Kwoh.
10.6(a)* Exclusive Representation Agreement, dated July 30, 1990, between
Gemstar Development Corporation and United Feature Syndicate, Inc.
(Confidential treatment requested).
10.6(b)* Exclusive Representation Agreement, dated May 20, 1991, between
Gemstar Development Corporation and United Feature Syndicate,
Inc., together with First Amendment to Exclusive Representation
Agreement, dated March 4, 1994. (Confidential treatment
requested).
10.6(c)* Exclusive Representation Agreement, dated March 21, 1994, between
Gemstar Development Corporation and United Feature Syndicate, Inc.
(Confidential treatment requested).
10.7* Registration Rights Agreement, dated August 16, 1995, between
Gemstar International Group Limited and the Shareholders of E
Guide, Inc.
10.8** Company Significant Shareholder Agreement, dated as of December
23, 1996, by and among Gemstar International Group Limited, a
British Virgin Islands corporation, and certain significant
shareholders of StarSight Telecast, Inc.
10.9** Company Option Agreement, dated as of December 23, 1996, by and
between StarSight Telecast, Inc., a California corporation, and
Gemstar International Group Limited, a British Virgin Islands
corporation.
10.10** Parent Option Agreement, dated as of December 23, 1996, by and
between StarSight Telecast, Inc., a California corporation, and
Gemstar International Group Limited, a British Virgin Islands
corporation (included as Appendix G to the Joint Proxy
Statement/Prospectus).

39

EXHIBIT NO. DOCUMENT DESCRIPTION
----------- --------------------

10.11**** TDN, Inc., Stockholders Agreement, dated as of October 31, 1997,
by and among TDN, Inc., a Delaware corporation, Gemstar Marketing,
Inc., a California corporation, and Thomson Consumer Electronics,
Inc., a Delaware corporation.
10.12**** Cost and Reimbursement Support Agreement, dated as of October 31,
1997, by and among TDN, Inc., a Delaware corporation, and Gemstar
International Group Limited.
10.13**** Definitive Agreement, dated as of January 9, 1998, by and among
Gemstar International Group Limited, StarSight Telecast, Inc., a
California corporation, and Microsoft Corporation, a Washington
corporation.
10.14**** Recission Agreement, dated as of January 9, 1998, by and between
StarSight Telecast, Inc., a California corporation and Microsoft
Corporation, a Washington corporation.
10.15**** Joint Venture Formation and Stockholders Agreement, dated as of
January 19, 1998, by and among United Video Satellite Group, Inc.,
a Delaware corporation, Prevue Ventures, Inc., a Delaware
corporation, Gemstar International Group Limited, a British Virgin
Islands corporation, G-Sub Corporation, a Delaware corporation and
effective as of the closing, Interactive Prevue Guide, Inc., a
Delaware corporation.
10.16**** Warrant Agreement, dated as of January 19, 1998, by and among
Gemstar International Group Limited, a British Virgin Islands
corporation, United Video Satellite Group, Inc., a Delaware
corporation, and TCI Ventures Group, LLC, a Delaware limited
liability company.
21***** Material Subsidiaries of Gemstar.
23.1***** Consent of KPMG Peat Marwick LLP.
23.2***** Consent Deloitte & Touche LLP.
27.1***** Financial Data Schedule.
99.1* 1994 Stock Incentive Plan, as amended.
99.2* Employment Agreement, dated April 1, 1994, between Gemstar
Development Corporation and Henry C. Yuen, as amended.
(Confidential treatment requested).
99.3* Employment Agreement, dated August 1995, between Gemstar
International Group Limited and Thomas L. H. Lau.
99.4* Employment Agreement, dated April 1, 1994, between Gemstar
Development Corporation and Daniel S. W. Kwoh, as amended.
(Confidential treatment requested).
99.5* Employment Agreement, dated April 1, 1994, between Gemstar
Development Corporation and Roy J. Mankovitz, as amended.
(Confidential treatment requested).
99.6* Employment Agreement, dated August 16, 1995, between Pros
Technology Limited and Wilson K. C. Cho. (Confidential treatment
requested).
99.7* Employment Agreement, dated April 1, 1994, between Gemstar
Development Corporation and Elsie Ma Leung, as amended.
99.8* Employment Agreement, dated April 1, 1994, between Gemstar
Development Corporation and Larry Goldberg, as amended.
99.10* Amendment to Subsection 1.4(a) of 1994 Stock Incentive Plan, as
amended.
99.11***** Amendment to 1994 Stock Incentive Plan, as amended, adopted on
March 12, 1998.
99.12****** Amended and Restated Employment Agreement, effective as of January
7, 1998 among Gemstar International Group Limited, Gemstar
Development Corporation and Henry C. Yuen.
99.13****** Amended and Restated Employment Agreement, dated as of March 31,
1998, among Gemstar International Group Limited, Gemstar
Development Corporation and Elsie Leung.

40

- - --------
* Previously filed as part of Form F-1 Registration Statement of the
Company (33-79016) which was declared effective on October 10, 1995, and
incorporated herein by reference.

** Previously filed as part of Form F-4 Registration Statement of the
Company (333-6790) which was declared effective on April 15, 1997, and
incorporated herein by reference.

*** Previously filed as part of Form 20-F of the Company which was filed on
or about June 7, 1996, and incorporated herein by reference.

**** Previously filed as part of Form 8-K, dated January 12, 1998, as
amended on June 11, 1998, or Form 8-K dated February 6, 1998, as
amended on June 11, 1998. Certain information contained in these
exhibits has been omitted pursuant to a request for Confidential
Treatment granted by the Securities and Exchange Commission.

***** Filed herewith.

****** Certain information contained in this exhibit, which has been filed
herewith, has been omitted pursuant to a request for Confidential
Treatment which was filed with the Securities and Exchange Commission.

(b) Reports on Form 8-K

(1) The January 12, 1998 Report on Form 8-K, as amended on June 11, 1998, is
filed as part of and incorporated herein by reference into this Report.

(2) February 6, 1998 Report on Form 8-K, as amended on June 11, 1998, is
filed as part of and incorporated herein by reference into this Report.

41

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Pasadena, State of California, on the 29th of June, 1998.

GEMSTAR INTERNATIONAL GROUP LIMITED
(Registrant)

Dated June 29, 1998 By: /s/ Henry C. Yuen
__________________________________
Henry C. Yuen
Chief Executive Officer,
President and Director
(Principal Executive Officer)

Dated June 29, 1998 By: /s/ Elsie Ma Leung
__________________________________
Elsie Ma Leung
Chief Financial Officer and
Director (Principal Accounting
Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on the 29th day of June, 1998.

SIGNATURE TITLE
--------- -----

/s/ Henry C. Yuen Chief Executive Officer, President and
____________________________________ Director
Henry C. Yuen

/s/ Elsie Ma Leung Chief Financial Officer and Director
____________________________________
Elsie Ma Leung

Chairman of the Board and Director
____________________________________
Thomas L. H. Lau

/s/ Larry Goldberg Secretary and Director
____________________________________
Larry Goldberg

/s/ George F. Carrier Director
____________________________________
George F. Carrier

/s/ Teruyuki Toyama Director
____________________________________
Teruyuki Toyama
Director
____________________________________
James E. Meyer
Director
____________________________________
George Smith
/s/ Brian Klosterman Director
____________________________________
Brian Klosterman
/s/ Douglas B. Macrae Director
____________________________________
Douglas B. Macrae

S-1

GEMSTAR INTERNATIONAL GROUP LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE
----

Independent Auditors' Reports............................................. F-2
Consolidated Balance Sheets as of March 31, 1997 and 1998................. F-4
Consolidated Statements of Operations for each of the years in the three-
year period ended March 31, 1998......................................... F-5
Consolidated Statements of Shareholders' Equity for each of the years in
the three-year period ended March 31, 1998............................... F-6
Consolidated Statements of Cash Flows for each of the years in the three-
year period ended March 31, 1998......................................... F-7
Notes to Consolidated Financial Statements................................ F-8

F-1

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Gemstar International Group Limited:

We have audited the accompanying consolidated balance sheets of Gemstar
International Group Limited and subsidiaries as of March 31, 1997 and 1998,
and the related consolidated statements of operations, shareholders' equity,
and cash flows for each of the years in the three-year period ended March 31,
1998. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We did not audit the
financial statements of StarSight Telecast, Inc., as of and for the years
ended December 31, 1995 and 1996, a company acquired by Gemstar International
Group Limited in a business combination accounted for as a pooling of
interests on May 8, 1997 as described in note 2 to the consolidated financial
statements, which statements reflect total assets of $35,031,000 as of
December 31, 1996, and total revenues of $1,913,000 and $8,698,000 for the
years ended December 31, 1995 and 1996, of the related consolidated totals.
Those statements, before the effects of conforming adjustments that were
applied to restate such financial statements, were audited by other auditors
whose report has been furnished to us, and our opinion, insofar as it relates
to the amounts included for StarSight Telecast, Inc., is based solely on the
report of the other auditors. As described in note 2 to the consolidated
financial statements, subsequent to the issuance of the report of the other
auditors, the financial statements of StarSight Telecast, Inc. were restated
to conform to the accounting policies and fiscal year of Gemstar International
Group Limited as of March 31, 1997 and for each of the years in the two-year
period ended March 31, 1997.

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

In our opinion, based on our audits and the report of the other auditors,
the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Gemstar International Group
Limited and subsidiaries as of March 31, 1997 and 1998, and the results of
their operations and their cash flows for each of the years in the three-year
period ended March 31, 1998 in conformity with generally accepted accounting
principles.

We also audited the combination including the conforming adjustments for
accounting policies and fiscal year of the accompanying consolidated balance
sheet as of March 31, 1997, and the related consolidated statements of
operations and cash flows for each of the years in the two-year period ended
March 31, 1997 after restatement for the pooling of interests on May 8, 1997.
In our opinion, such consolidated financial statements have been properly
combined on the basis described in note 2 to the consolidated financial
statements.

KPMG Peat Marwick LLP

Los Angeles, California
May 8, 1998

F-2

INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
StarSight Telecast, Inc.:

We have audited the balance sheets of StarSight Telecast, Inc. ("StarSight")
as of December 31, 1996 and 1995, and the related statements of operations,
shareholders' equity, and cash flows for the twelve months ended December 31,
1996 and 1995, not presented separately herein, prior to restatement to
conform StarSight's accounting policies and fiscal year to those of Gemstar
International Group Limited. These financial statements are the responsibility
of StarSight's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of StarSight as of December 31, 1996 and
1995, and the results of its operations and its cash flows for the twelve
months ended December 31, 1996 and 1995 in conformity with generally accepted
accounting principles.

Deloitte & Touche LLP

San Francisco, California
March 7, 1997

F-3

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

MARCH 31,
-------------------
1997 1998
--------- --------

ASSETS
Current assets:
Cash and cash equivalents............................... $ 59,909 $153,517
Marketable securities................................... 48,946 4,343
Prepaid expenses and other current assets............... 6,442 5,580
--------- --------
Total current assets.................................. 115,297 163,440
Property and equipment, net............................... 5,126 3,769
Intangible assets, net.................................... 6,855 16,543
Marketable securities..................................... 1,535 --
Other assets.............................................. 2,463 2,326
--------- --------
$ 131,276 $186,078
========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses................... $ 43,141 $ 29,766
Current portion of deferred revenue..................... 18,180 23,228
--------- --------
Total current liabilities............................. 61,321 52,994
Deferred revenue, less current portion.................... 11,077 14,877
Deferred income taxes..................................... 4,299 13,664
Other liabilities......................................... 862 1,061
Shareholders' equity:
Preference Shares, par value $.01 per share. Authorized
50,000 shares, none issued............................. -- --
Ordinary Shares, par value $.01 per share. Authorized
500,000 shares; issued and outstanding 46,801 shares at
March 31, 1997, and 48,411 shares at March 31, 1998... 468 484
Additional paid-in capital.............................. 186,515 197,211
Accumulated deficit..................................... (132,788) (94,081)
Unearned compensation................................... (388) --
Cumulative translation adjustments...................... (90) (132)
--------- --------
Net shareholders' equity.............................. 53,717 103,482
Commitments and contingencies (note 7)
--------- --------
$ 131,276 $186,078
========= ========

See accompanying Notes to Consolidated Financial Statements.

F-4

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

YEAR ENDED MARCH 31,
---------------------------
1996 1997 1998
-------- ------- --------

Revenues........................................... $ 55,365 $82,997 $126,552
Operating costs and expenses:
Selling and marketing............................ 68,923 45,924 30,993
Research and development......................... 17,462 16,286 13,372
General and administrative....................... 25,162 25,558 18,693
Merger costs..................................... -- -- 11,713
-------- ------- --------
Earnings (loss) from operations................ (56,182) (4,771) 51,781
Other income, net.................................. 2,650 5,156 7,359
-------- ------- --------
Earnings (loss) before income tax expense...... (53,532) 385 59,140
Income tax expense................................. 5,497 8,369 20,433
-------- ------- --------
Net earnings (loss)............................ $(59,029) $(7,984) $ 38,707
======== ======= ========
Basic earnings (loss) per share.................... $ (1.41) $ (0.17) $ 0.81
======== ======= ========
Diluted earnings (loss) per share.................. $ (1.41) $ (0.17) $ 0.76
======== ======= ========
Weighted average shares outstanding................ 41,929 46,707 47,654
Dilutive effect of:
Stock options.................................... -- -- 2,728
Warrants......................................... -- -- 381
-------- ------- --------
Weighted average shares outstanding, assuming
dilution.......................................... 41,929 46,707 50,763
======== ======= ========

See accompanying Notes to Consolidated Financial Statements.

F-5

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)

ORDINARY
SHARES ADDITIONAL CUMULATIVE NET
------------- PAID-IN ACCUMULATED UNEARNED TRANSLATION SHAREHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT COMPENSATION ADJUSTMENTS EQUITY
------ ------ ---------- ----------- ------------ ----------- -------------

Balances at March 31,
1995................... 36,546 $365 $ 98,161 $ (57,537) $ (984) $ (89) $ 39,916
Net loss............... -- -- -- (59,029) -- -- (59,029)
Issuance of Ordinary
Shares................ 7,526 76 53,484 -- -- -- 53,560
Exercise of stock
options............... 133 1 242 -- -- -- 243
Adjustment for change
in VideoGuide, Inc.
year end.............. -- -- -- (1,091) -- -- (1,091)
Amortization of
unearned compensation. -- -- -- -- 613 -- 613
Equity adjustment from
foreign currency
translation........... -- -- -- -- -- 34 34
------ ---- -------- --------- ------- ----- --------
Balances at March 31,
1996................... 44,205 442 151,887 (117,657) (371) (55) 34,246
Net loss............... -- -- -- (7,984) -- -- (7,984)
Issuance of Ordinary
Shares................ 2,379 24 32,582 -- -- -- 32,606
Exercise of stock
options............... 217 2 854 -- -- -- 856
Adjustment for change
in StarSight Telecast,
Inc. year end......... -- -- -- (7,147) -- -- (7,147)
Compensatory repricing
of stock option grant. -- -- 1,027 -- (1,027) -- --
Compensatory stock
option grants......... -- -- 165 -- (165) -- --
Amortization of
unearned compensation. -- -- -- -- 1,175 -- 1,175
Equity adjustment from
foreign currency
translation........... -- -- -- -- -- (35) (35)
------ ---- -------- --------- ------- ----- --------
Balances at March 31,
1997................... 46,801 468 186,515 (132,788) (388) (90) 53,717
Net earnings........... -- -- -- 38,707 -- -- 38,707
Exercise of stock
options............... 1,610 16 17,503 -- -- -- 17,519
Tax benefit associated
with stock options.... -- -- 6,000 -- -- -- 6,000
Repurchase of warrant.. -- -- (12,807) -- -- -- (12,807)
Amortization of
unearned compensation. -- -- -- -- 388 -- 388
Equity adjustment from
foreign currency
translation........... -- -- -- -- -- (42) (42)
------ ---- -------- --------- ------- ----- --------
Balances at March 31,
1998................... 48,411 $484 $197,211 $ (94,081) $ -- $(132) $103,482
====== ==== ======== ========= ======= ===== ========

See accompanying Notes to Consolidated Financial Statements.

F-6

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, EXCEPT SHARE DATA)

YEAR ENDED MARCH 31,
----------------------------
1996 1997 1998
-------- -------- --------

Cash flows from operating activities:
Net earnings (loss) ............................ $(59,029) $ (7,984) $ 38,707
Adjustments to reconcile net earnings (loss) to
net cash provided by (used in) operating
activities:
Depreciation and amortization................. 3,755 3,953 4,389
Deferred income taxes......................... 1,547 2,754 9.365
Amortization of unearned compensation......... 613 1,175 388
Tax benefit associated with stock options..... -- -- 6,000
Changes in assets and liabilities:
Prepaid expenses and other assets........... (3,093) 1,952 999
Accounts payable, accrued expenses and other
liabilities................................ 35,692 (6,654) (13,176)
Deferred revenue............................ 5,489 19,192 8,848
-------- -------- --------
Net cash provided by (used in) operating
activities................................. (15,026) 14,388 55,520
-------- -------- --------
Cash flows from investing activities:
Purchases of marketable securities ............. (3,637) (71,387) (18,480)
Maturities of marketable securities............. 22,062 24,425 64,618
Additions to property and equipment............. (3,693) (1,910) (781)
Increase in intangible assets................... (968) (1,252) (11,939)
-------- -------- --------
Net cash provided by (used in) investing
activities................................... 13,764 (50,124) 33,418
-------- -------- --------
Cash flows from financing activities:
Proceeds from issuance of Ordinary Shares....... 53,560 32,606 --
Proceeds from exercise of stock options ........ 243 856 17,519
Repurchase of warrant........................... -- -- (12,807)
Dividends paid.................................. (5,000) -- --
-------- -------- --------
Net cash provided by financing activities..... 48,803 33,462 4,712
-------- -------- --------
Effect of exchange rate changes on cash and cash
equivalents..................................... 34 (35) (42)
-------- -------- --------
Net increase (decrease) in cash and cash
equivalents.................................. 47,575 (2,309) 93,608
Cash and cash equivalents at beginning of year... 22,881 69,365 59,909
Adjustment for change in VideoGuide, Inc. year
end............................................. (1,091) -- --
Adjustment for change in StarSight Telecast, Inc.
year end........................................ -- (7,147) --
-------- -------- --------
Cash and cash equivalents at end of year ........ $ 69,365 $ 59,909 $153,517
======== ======== ========
Supplemental disclosures of cash flow
information:
Cash paid for income taxes...................... $ 3,807 $ 6,128 $ 4,740
======== ======== ========
Noncash investing and financing activities:

On December 12, 1996, the Company acquired all of the outstanding capital
stock of VideoGuide, Inc. for 475,000 Ordinary Shares of the Company
(Note 2).
On May 8, 1997, the Company acquired all of the outstanding capital stock of
StarSight Telecast, Inc. for 15.5 million Ordinary Shares of the Company
(Note 2).

See accompanying Notes to Consolidated Financial Statements.

F-7

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED MARCH 31, 1996, 1997 AND 1998

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

Description of Business

Gemstar International Group Limited ("Gemstar International Group") and its
wholly and majority owned subsidiaries (collectively the "Company") develops,
markets and licenses proprietary technologies and systems that simplify and
enhance consumers' interaction with electronics products and other platforms
that deliver video, programming information and other data.

The Company acquired all of the outstanding capital stock of VideoGuide,
Inc. ("VideoGuide") and StarSight Telecast, Inc. ("StarSight") on December 12,
1996 and May 8, 1997, respectively (Note 2). Both mergers have been accounted
for as a pooling of interests and, accordingly, the consolidated financial
statements for periods prior to the combinations have been restated to include
the accounts and results of operations of VideoGuide and StarSight.

Principles of Consolidation

The consolidated financial statements include the financial statements of
Gemstar International Group and its wholly and majority owned subsidiaries.
For all periods presented the minority interest in majority owned subsidiaries
was immaterial. All significant intercompany balances and transactions have
been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, cash and cash
equivalents include all highly liquid investments, such as certificates of
deposit and commercial paper, with original maturities of three months or
less. Cash and cash equivalents are maintained with several high credit
quality financial institutions. As part of its cash management process, the
Company performs periodic evaluations of the relative credit ratings of these
financial institutions. The Company has established guidelines relative to
diversification and maturities that attempt to maintain safety and liquidity.
These guidelines are reviewed periodically and modified to take advantage of
trends in yields and interest rates. The Company has not experienced any
significant losses on its cash and cash equivalents.

Marketable Securities

The Company accounts for its investments in marketable securities under the
provisions of Statement of Financial Accounting Standards No. 115, Accounting
for Certain Investments in Debt and Equity Securities ("SFAS No. 115"). Under
SFAS No. 115, the Company must classify its investments in one of three
categories: trading, available-for-sale, or held-to-maturity. Trading
securities are bought and held principally for the purpose of selling them in
the near term. Held-to-maturity securities are those securities in which the
Company has the intent and ability to hold until maturity. All other
securities not included in trading or held-to-maturity categories are
classified as available-for-sale. The Company has classified all its
investments in marketable securities as held-to-maturity securities.
Unrealized gains and losses and realized gains and losses for all periods
presented were not material as all investments were held to maturity.

Investments

Investments with ownership interests of less than 20% are accounted for
under the cost method of accounting. Investments with ownership interests
between 20% and 50% are accounted for under the equity method of accounting.
Investments with ownership interests in excess of 50% are consolidated with
the accounts of the Company.

F-8

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (CONTINUED)

Property and Equipment

Property and equipment are recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets. Estimated
useful lives are as follows:

Machinery and equipment... 3 to 8 years
Office furniture and
equipment................ 3 to 8 years
Property and leasehold
improvements............. Shorter of estimated useful life or lease term

Intangible Assets

Intangible assets consist of capitalized patent and trademark costs and
goodwill. Capitalized patent and trademark costs consist of direct costs
associated with obtaining patents and trademarks. Patent and trademark costs
are amortized on a straight line basis over the estimated useful lives of
seven to ten years. Goodwill, which represents the excess of cost over net
assets acquired, is amortized on a straight line basis over five years.

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

The Company adopted the provisions of Statement of Financial Accounting
Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of ("SFAS No. 121"), on April 1, 1996. SFAS
No. 121 requires that long-lived assets and certain identifiable intangibles
be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of
the carrying amount of an asset to undiscounted future operating cash flows
expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceed the fair value of the assets. Assets
to be disposed of are reported at the lower of the carrying amount or fair
value less costs to sell. Adoption of SFAS No. 121 did not have a material
impact on the Company's financial position, results of operations, or
liquidity.

Accounting for Stock Options

Prior to April 1, 1996, the Company accounted for its stock option plan in
accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, Accounting for Stock Issued to Employees, and related interpretations.
As such, compensation expense would be recorded on the date of grant only if
the current market price of the underlying stock exceeded the exercise price.
On April 1, 1996, the Company adopted Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation ("SFAS No. 123"),
which permits entities to recognize as expense over the vesting period the
fair value of all stock-based awards on the date of grant. Alternatively, SFAS
No. 123 also allows entities to continue to apply the provisions of APB
Opinion No. 25 and provide pro forma net income and pro forma earnings per
share disclosures for employee stock option grants made in fiscal year 1996
and future years as if the fair-value-based method defined in SFAS No. 123 had
been applied. The Company has elected to continue to apply the provisions of
APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS
No. 123.

Use of Estimates

Company management has made a number of estimates and assumptions relating
to the reporting of assets and liabilities and the disclosure of contingent
assets and liabilities in conformity with generally accepted accounting
principles. Actual results could differ from these estimates.

F-9

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (CONTINUED)

Foreign Currency Translation

The financial statements of foreign subsidiaries are translated into U.S.
dollars. Gains and losses resulting from translation are accumulated in a
separate component of shareholders' equity until the investment in the foreign
entity is sold or liquidated. The Company's transactions predominately occur
in U.S. dollars. Gains and losses on currency transactions were immaterial for
all periods presented.

Fair Value of Financial Instruments

Carrying amounts of certain of the Company's financial instruments including
cash and cash equivalents, accounts payable and accrued expenses approximate
their fair value because of their short maturities. The fair values of
marketable securities are based on quoted market prices which approximates
cost (Note 6).

Revenue Recognition

Revenues from nonrefundable initial sign-up fees collected upon signing of
multiyear licensing contracts are deferred and recognized over the term of the
agreement. Revenues under continuing license arrangements are recognized when
license payments are due, generally when paid by the licensee.

Research and Development Costs

Research and development costs related to the design, development and
testing of new systems, applications and technologies are charged to expense
as incurred.

Merger Costs

As a result of the acquisition of StarSight, the Company recorded merger
related costs totaling $11.7 million in the year ended March 31, 1998. These
costs were comprised of fees for financial advisors, attorneys and
accountants; severance and other transaction costs (Note 2).

Net Interest Income

Net interest income, included in other income, net, totaled $2,601,000,
$5,084,000 and $6,983,000 for each of the years in the three-year period ended
March 31, 1998.

Income Taxes

The Company provides for income taxes under Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes ("SFAS No. 109").
SFAS No. 109 requires that deferred income taxes be recognized for the tax
consequences of "temporary differences" by applying enacted statutory tax
rates applicable to future years to differences between the financial
statement carrying amounts and the tax basis of existing assets and
liabilities. Changes in tax rates and laws are reflected in earnings in the
period such changes are enacted.

Earnings (Loss) Per Share

The Company adopted the provisions of Statement of Financial Accounting
Standards No. 128, Earnings per Share ("SFAS No. 128") during fiscal year 1998
and has restated earnings (loss) per share information for

F-10

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (CONTINUED)

all periods presented to conform to the requirements of SFAS No. 128. Basic
earnings (loss) per share is computed using the weighted average number of
Ordinary Shares outstanding during the period. Diluted earnings (loss) per
share includes the dilutive effect of stock options and warrants using the
treasury stock method. Stock options and warrants to purchase 6,570,000 and
8,208,000 Ordinary Shares were outstanding at March 31, 1996 and 1997,
respectively, but were not included in the computation of diluted earnings
(loss) per share for the years ended March 31, 1996 and 1997, because the
Company had a net loss in each of these years and therefore, the effect would
be antidilutive.

Recent Accounting Pronouncements

The Company intends to adopt Statement of Financial Accounting Standards No.
130, Reporting Comprehensive Income ("SFAS No. 130") and Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information ("SFAS No. 131") in fiscal year 1999. Both
Standards will require additional disclosure, but will not have a material
effect on the Company's financial position or results of operations. SFAS No.
130 establishes standards for the reporting and display of comprehensive
income and is expected to first be reflected in the Company's first quarter of
fiscal year 1999 interim financial statements. Components of comprehensive
income include items such as net income and changes in value of available-for-
sale securities. SFAS No. 131 changes the way companies report segment
information and requires segments to be determined based on how management
measures performance and makes decisions about allocating resources. SFAS No.
131 will first be reflected in the Company's fiscal year 1999 Annual Report.

Reclassifications

Certain reclassifications have been made to prior years financial
information to conform with the current year presentation.

(2) BUSINESS COMBINATIONS

On May 8, 1997, the Company acquired all of the outstanding capital stock of
StarSight for 15.5 million Ordinary Shares of the Company. In addition, the
Company assumed all outstanding StarSight stock options which were converted
to options to purchase 1.4 million Ordinary Shares of the Company. The Company
also assumed all outstanding StarSight warrants which were converted to
warrants to purchase 1.8 million Ordinary Shares of the Company at exercise
prices ranging from $12.37 to $57.74 per share. In January 1998, the Company
repurchased a warrant to purchase 606,000 Ordinary Shares from the warrant
holder for $12.8 million in cash. The warrant was originally issued by
StarSight in connection with a sale of equity securities. The warrant holder
did not have any right to put the warrant to the Company. The Company
accounted for the repurchase of the warrant as a reduction in additional paid-
in-capital. Warrants to purchase 1.2 million Ordinary Shares were outstanding
at March 31, 1998 and expire during fiscal year 1999.

F-11

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(2) BUSINESS COMBINATIONS (CONTINUED)

On December 12, 1996, the Company acquired all of the outstanding capital
stock of VideoGuide for 475,000 Ordinary Shares of the Company. In addition,
the Company assumed all outstanding VideoGuide stock options which converted
into options to purchase 17,000 Ordinary Shares of the Company.

Both mergers have been accounted for as a pooling of interests and,
accordingly, the consolidated financial statements for periods prior to the
combinations have been restated to include the results of operations,
financial position and cash flows of StarSight and VideoGuide. Information
concerning Ordinary Shares, stock options, warrants and per share data has
been restated on an equivalent share basis.

Prior to the combinations, the fiscal year end for both StarSight and
VideoGuide was December 31. In recording the business combinations, the
financial statements of StarSight and VideoGuide were conformed to the
Company's fiscal year end of March 31. As a result, the Company recorded an
accumulated deficit charge of $7,147,000 in fiscal year 1997 for StarSight's
net loss during the three months ended March 31, 1996 which included revenues
of $862,000. The Company recorded an accumulated deficit charge of $1,091,000
in fiscal year 1996 for VideoGuide's net loss during the three months ended
March 31, 1995. VideoGuide had no revenues during this three month period.

In recording the business combinations, StarSight's revenues for the years
ended March 31, 1996 and 1997 were adjusted by $417,000 and $404,000,
respectively, to conform to the Company's accounting policies. In addition,
all significant intercompany balances and transactions between the Company and
VideoGuide and StarSight have been eliminated.

The results of operations previously reported by the separate enterprises
and the combined amounts presented in the accompanying consolidated financial
statements are summarized below (in thousands):

YEAR ENDED MARCH
31,
------------------
1996 1997
-------- --------

Revenues:
Gemstar International Group...................... $ 53,436 $ 70,367 (1)
VideoGuide....................................... 433 754 (1)
-------- --------
Subtotal....................................... 53,869 71,121
StarSight........................................ 1,913 12,280
Adjustment to conform accounting policies........ (417) (404)
-------- --------
Combined....................................... $ 55,365 $ 82,997
======== ========
Net earnings (loss):
Gemstar International Group...................... $ 16,083 $ 22,640 (1)
VideoGuide....................................... (42,915) (4,555)(1)
-------- --------
Subtotal....................................... (26,832) 18,085
StarSight........................................ (31,780) (25,665)
Adjustment to conform accounting policies........ (417) (404)
-------- --------
Combined....................................... $(59,029) $ (7,984)
======== ========

- - -------
(1) Since the merger with VideoGuide occurred during the quarter ended
December 31, 1996, the results of operations of VideoGuide for the six
months ended March 31, 1997 have been combined with the results of
operations of Gemstar International Group.

F-12

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3) INCOME TAX EXPENSE

Under the current British Virgin Islands law, income generated by entities
incorporated under the International Business Companies Act in the British
Virgin Islands is not subject to taxation. However, certain subsidiaries are
subject to taxation in countries where they operate. Additionally, license
income payments received from licensees in certain tax jurisdictions are
subject to withholding taxes.

The provision for income tax expense consists of the following (in
thousands):

YEAR ENDED MARCH 31,
---------------------
1996 1997 1998
------ ------ -------

Current............................................. $3,950 $5,615 $11,068
Deferred............................................ 1,547 2,754 9,365
------ ------ -------
Total............................................. $5,497 $8,369 $20,433
====== ====== =======

The significant components of deferred income taxes attributable to earnings
(loss) before income tax expense are as follows (in thousands):

YEAR ENDED MARCH 31,
---------------------------
1996 1997 1998
-------- -------- -------

Deferred tax expense (benefit).............. $(12,325) $(11,271) $10,683
Change in valuation allowance for deferred
tax assets................................. 13,872 14,025 (1,318)
-------- -------- -------
Total..................................... $ 1,547 $ 2,754 $ 9,365
======== ======== =======

A reconciliation of the expected U.S. Federal tax expense (benefit) to the
provision for income tax expense is as follows (in thousands):

YEAR ENDED MARCH 31,
--------------------------
1996 1997 1998
-------- ------- -------

Expected U.S. Federal
tax expense (benefit).. $(18,736) $ 135 $20,699
State taxes, net of
Federal benefit........ -- -- 987
Merger costs and other
non-deductible
expenses .............. -- -- 995
Foreign earnings,
differential in tax
rates.................. 10,361 (5,791) (930)
Change in valuation
allowance.............. 13,872 14,025 (1,318)
-------- ------- -------
Actual income tax
expense ............... $ 5,497 $ 8,369 $20,433
======== ======= =======

F-13

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3) INCOME TAX EXPENSE (CONTINUED)

Deferred taxes arise from temporary differences between the tax basis of
assets and liabilities and their reported amounts in the consolidated
financial statements. The tax effects of temporary differences that give rise
to significant portions of deferred tax assets and liabilities are presented
below (in thousands):

MARCH 31,
------------------
1997 1998
-------- --------

Deferred tax assets:
Deferred revenue......................................... $ 10,025 $ 14,555
Net operating losses available for carryforward to future
periods................................................. 31,509 26,424
Tax credits available for carryforward to future periods. 4,356 6,308
Accrued expenses......................................... 3,306 3,105
Intangible assets........................................ 7,769 6,100
Other.................................................... 465 463
-------- --------
Gross deferred tax assets................................ 57,430 56,955
Valuation allowance........................................ (55,515) (54,197)
-------- --------
Deferred tax assets, net of valuation allowance.......... 1,915 2,758
Deferred tax liability--taxes provided on intercompany
income.................................................... (6,214) (16,422)
-------- --------
Net deferred tax liability............................... $ (4,299) $(13,664)
======== ========

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable earnings in specific
tax jurisdictions during the periods in which those temporary differences
become deductible. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable earnings and tax planning strategies in
making this assessment.

As of March 31, 1998, the Company had available net operating loss
carryforwards aggregating approximately $75,000,000 to offset future United
States income taxes expiring through fiscal year 2013. At March 31, 1998, the
Company had available foreign tax credit carryforwards aggregating $6,308,000
to offset future United States income taxes expiring through fiscal year 2003.
The net operating loss and tax credit carryforwards are subject to certain
limitations under United States tax laws with respect to the annual use of
such carryforwards which include, among other things, certain changes in stock
ownership.

As a result of previous transactions which involved an ownership change as
defined in the applicable section of the Internal Revenue Code, the Company
will be subject to limitations on the use of its net operating loss
carryforwards. Accordingly, there can be no assurance that a significant
amount of the existing net operating loss carryforwards will be available to
the Company.

Based upon the level of historical taxable earnings and projections of
future taxable earnings over the periods which the deferred tax assets are
deductible, management has concluded that it is more likely than not that the
Company will realize the benefits of these deductible differences at March 31,
1998, net of reserves established.

The United States Internal Revenue Service (the "IRS") has conducted an
audit of the federal tax returns for Gemstar Development Corporation ("GDC"),
a U.S. subsidiary of the Company, for the years ended March 31, 1991, 1992 and
1993. The IRS has issued a 30-day letter to GDC in which it has proposed
adjustments to GDC's taxable income by reallocating income to GDC, for revenue
related to the Company's

F-14

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(3) INCOME TAX EXPENSE (CONTINUED)

VCR Plus+ technology. The Company has filed a protest with the IRS. The
Company believes that it has a reasonable basis for its tax position and
accordingly plans to vigorously defend its position. While there can be no
assurance as to the ultimate outcome of the audit, the Company believes that
it has made adequate provision in its financial statements with respect to the
proposed adjustments.

(4) STOCK INCENTIVE PLAN

Pursuant to the Company's 1994 Stock Incentive Plan as amended, (the
"Plan"), the Company's Compensation Committee may grant stock options to
purchase Ordinary Shares of the Company to employees of the Company (including
executive officers) and certain other persons (including directors and
consultants) who are eligible to participate in the Plan. Subject to early
termination or acceleration provisions, a stock option generally will be
exercisable, in whole or in part, from the date specified in the related award
agreement until the expiration date determined by the Compensation Committee.
In no event, however, is a stock option exercisable prior to six months, or
after ten years, from its date of grant.

In connection with the acquisitions of StarSight and VideoGuide, the Company
assumed all outstanding StarSight and VideoGuide stock options. Information
concerning stock options has been restated on an equivalent share basis.

As of March 31, 1998, the number of Ordinary Shares reserved for issuance
under the Plan was 20,000,000 Ordinary Shares. At March 31, 1998 there were
5,538,000 shares available for future option grants under the Plan.

The per share weighted-average fair value of stock options granted during
the years ended March 31, 1996, 1997 and 1998, was $10.64, $14.21, and $17.21
respectively, on the date of grant using the Black Scholes option-pricing
model with the following weighted-average assumptions:

YEAR ENDED
MARCH 31,
----------------
1996 1997 1998
---- ---- ----

Expected dividend yield....................................... -- % -- % -- %
Risk-free interest rate....................................... 6.5% 5.5% 5.8%
Expected volatility........................................... 83% 85% 80%
Expected life (years)......................................... 9.3 7.9 5

The Company applies APB Opinion No. 25 in accounting for its Plan and,
accordingly, no compensation cost has been recognized for its stock options in
the consolidated financial statements. Had the Company determined compensation
cost based on the fair value at the grant date for its stock options under
SFAS No. 123, the Company's net earnings (loss) would have been reduced to the
pro forma amounts indicated below (in thousands, except per share data):

YEAR ENDED MARCH 31,
---------------------------
1996 1997 1998
-------- -------- -------

Net earnings (loss):
As reported................................... $(59,029) $ (7,984) $38,707
Pro forma..................................... (74,253) (22,626) 18,127
Diluted earnings (loss) per share:
As reported................................... (1.41) (0.17) 0.81
Pro forma..................................... (1.77) (0.48) 0.36

F-15

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(4) STOCK INCENTIVE PLAN (CONTINUED)

The full impact of calculating compensation cost for stock options under
SFAS No. 123 is not reflected in the above pro forma disclosures because
compensation cost is reflected over the options' vesting periods and
compensation cost for options granted prior to fiscal year 1996 is not
considered. Because additional option grants are expected to be made each
year, the above pro forma disclosures are not likely to be representative of
pro forma effects on reported net earnings for future years.

The following table summarizes information about stock option transactions
(shares in thousands):

YEAR ENDED MARCH 31,
-----------------------------------------------------------
1996 1997 1998
------------------- ------------------- -------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
NUMBER EXERCISE NUMBER EXERCISE NUMBER EXERCISE
OF SHARES PRICE OF SHARES PRICE OF SHARES PRICE
--------- --------- --------- --------- --------- ---------

Outstanding at beginning
of year................ 1,016 $15.01 5,964 $12.09 6,390 $12.29
Granted............... 5,275 11.68 992 13.80 8,290 23.21
Exercised............. (133) 5.03 (217) 5.08 (1,610) 10.88
Cancelled............. (194) 20.83 (349) 17.70 (227) 16.41
----- ----- ------
Outstanding at end of
year................... 5,964 12.09 6,390 12.29 12,843 19.44
===== ===== ======
Options exercisable at
end of year............ 2,158 12.01 3,859 11.91 4,455 13.37
===== ===== ======

The following table summarizes information about of the Company's stock
options outstanding as of March 31, 1998 (shares in thousands):

STOCK OPTIONS
STOCK OPTIONS OUTSTANDING EXERCISABLE
------------------------------- -------------------
WEIGHTED-
AVERAGE
REMAINING WEIGHTED- WEIGHTED-
RANGE OF YEARS OF AVERAGE AVERAGE
EXERCISE NUMBER OF CONTRACTUAL EXERCISE NUMBER OF EXERCISE
PRICES SHARES LIFE PRICE SHARES PRICE
- - -------- --------- ----------- --------- --------- ---------

$ 4.54-$15.00 4,225 7.5 $11.87 3,723 $11.73
$15.01-$20.00 1,717 9.1 16.97 330 16.22
$20.01-$25.00 4,551 9.7 21.94 187 21.28
$25.01-$36.70 2,350 10.0 30.04 215 30.47
------ -----
Total 12,843 8.9 19.44 4,455 13.37
====== =====

(5) 401(K) PLAN

The Company has a 401(k) benefit plan ("401(k) Plan") allowing an employee
to contribute up to a maximum of 15% of gross salary, subject to applicable
IRS limits. The Company will match the employee's contributions based on
certain percentages of the employee's contributions. The Company made
contributions of $76,000 and $50,000 to the 401(k) Plan during the years ended
March 31, 1997 and 1998, respectively. There were no contributions during the
year ended March 31, 1996.

F-16

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(6) SELECTED BALANCE SHEET ACCOUNTS

Marketable securities at amortized cost by major security type and class of
security consists of the following (in thousands):

MARCH 31,
--------------
1997 1998
------- ------

Corporate debt securities.................................. $22,038 $2,817
U.S. Treasury securities................................... 28,443 1,526
------- ------
$50,481 $4,343
======= ======

The amortized cost of the marketable securities approximated fair value at
March 31, 1997 and 1998. No marketable securities at March 31, 1998 were due
after one year.

Property and equipment, at cost, consists of the following (in thousands):

MARCH 31,
----------------
1997 1998
------- -------

Machinery and equipment.................................. $ 5,568 $ 5,650
Office furniture and equipment........................... 6,177 6,726
Property and leasehold improvements...................... 1,062 1,212
------- -------
12,807 13,588
Less accumulated depreciation and amortization........... (7,681) (9,819)
------- -------
Property and equipment, net............................ $ 5,126 $ 3,769
======= =======

Intangible assets consist of the following (in thousands):

MARCH 31,
----------------
1997 1998
------- -------

Patents and trademarks................................... $10,811 $22,750
Goodwill................................................. 1,025 1,025
------- -------
11,836 23,775
Less accumulated amortization............................ (4,981) (7,232)
------- -------
Intangible assets, net............................... $ 6,855 $16,543
======= =======

Amortization expense was $1,335,000, $1,490,000 and $2,251,000 for each of
the years in the three-year period ended March 31, 1998.

Accounts payable and accrued expenses consist of the following (in
thousands):

MARCH 31,
----------------
1997 1998
------- -------

Accounts payable and accrued expenses.................... $24,438 $24,369
Accrued purchase commitments............................. 14,436 --
Accrued payroll and related benefits..................... 4,267 5,397
------- -------
Total.................................................. $43,141 $29,766
======= =======

F-17

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(7) COMMITMENTS AND CONTINGENCIES

The Company leases various facilities under long-term noncancelable
operating leases. The Company also has an agreement to purchase transmission
services. Future minimum payments under operating leases and the transmission
services agreement are as follows (in thousands):

OPERATING TRANSMISSION
LEASES SERVICES
--------- ------------

Year ended March 31:
1999............................................. $1,510 $1,240
2000............................................. 1,364 1,240
2001............................................. 871 1,240
2002............................................. 614 930
------ ------
$4,359 $4,650
====== ======

Rent expense under operating leases was $1,515,000, $1,722,000 and
$1,630,000, for each of the years in the three-year period ended March 31,
1998. Fees under the transmission services agreement were $1,124,000,
$1,170,000 and $1,240,000, for each of the years in the three-year period
ended March 31, 1998.

The Company and its subsidiaries are from time to time involved in routine
legal matters incidental to their businesses. In the opinion of the Company,
the resolution of such matters will not have a material effect on its
financial position, results of operations, or liquidity.

(8) RELATED PARTY TRANSACTIONS

Effective January 1, 1995, the Company elected to discontinue the marketing
and distribution of the VCR Plus+ technology through the sale of handsets and
to limit its operations solely to licensing activities. In connection with
this decision the Company transferred all of its handset operations to Gemstar
Manufacturing Holding Limited ("Holdings"), its then wholly owned subsidiary,
and then distributed the shares of Holdings to the Company's shareholders.

The Company continues to maintain a license agreement with a Holdings
subsidiary that allows for the incorporation of the VCR Plus+ technology in
the manufacture and distribution of handsets. Pursuant to the license
agreement, the Holdings subsidiary pays the Company a per unit royalty fee
based on unit shipments. Royalty fees totaled $112,000 and $1,446,000 for the
years ended March 31, 1996 and 1997, respectively. There were no royalty fees
for the year ended March 31, 1998.

The Company continues to maintain service relationships with certain
Holdings subsidiaries. Pursuant to the services agreements, the Holdings
subsidiaries provide marketing and promotion services for the Company in their
respective territories in connection with the Company's systems, maintain
relationships with licensees and promote and monitor the publication of the
PlusCode numbers. Service fees paid to these companies totaled $7,100,000,
$8,300,000 and $8,178,000 for each of the years in the three-year period ended
March 31, 1998.

F-18

GEMSTAR INTERNATIONAL GROUP LIMITED
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(9) BUSINESS SEGMENT REPORTING

A summary of the Company's revenues and earnings (loss) from operations by
geographic area is as follows (in thousands):

YEAR ENDED MARCH 31,
----------------------------
1996 1997 1998
-------- -------- --------

Revenues:
United States................................ $ 21,486 $ 37,424 $ 80,708
Foreign (1).................................. 33,879 45,573 45,844
-------- -------- --------
Total...................................... $ 55,365 $ 82,997 $126,552
======== ======== ========
Earnings (loss) from operations (2):
United States................................ $(74,333) $(34,266) $ 24,046
Foreign...................................... 18,151 29,495 27,735
-------- -------- --------
Total...................................... $(56,182) $ (4,771) $ 51,781
======== ======== ========

- - --------
(1) Revenues from license fees included in foreign are principally earned by
entities in the British Virgin Islands.
(2) Earnings (loss) from operations consists of total revenues less operating
expenses and does not include other income.

The Company had one customer constituting 21% of revenues and another
customer constituting 12% of revenues during the year ended March 31, 1998.
There were no customers constituting 10% or more of revenues during the years
ended March 31, 1996 and 1997.

A summary of the Company's identifiable assets used in the Company's
operations by geographic area is as follows (in thousands):

MARCH 31,
-------------------------
1996 1997 1998
------- -------- --------

Identifiable assets:
United States.................................... $30,760 $ 54,629 $ 69,978
Foreign.......................................... 65,753 76,647 116,100
------- -------- --------
Total.......................................... $96,513 $131,276 $186,078
======= ======== ========

F-19

EXHIBIT INDEX

EXHIBIT NO.
-----------

2.1** Parent Significant Shareholder Agreement, dated as of December 23,
1996 by and among StarSight Telecast, Inc., a California
corporation and certain significant shareholders of Gemstar
International Group Limited.
2.2** Agreement and Plan of Merger dated as of December 23, 1996 by and
among Gemstar International Group Limited, a British Virgin
Islands corporation, StarSight Telecast, Inc., a California
corporation, and G/S Acquisition Subsidiary, a California
corporation).
3.1* Amended and Restated Memorandum of Association of the Company.
3.2* Amended and Restated Articles of Association of the Company.
10.1* Patent Assignment Agreement, dated as of March 15, 1994, between
Gemstar Development Corporation and Roy J. Mankovitz.
(Confidential treatment requested).
10.2* Contract Engineering Agreement (undated) between Hilite, Inc. and
Gemstar Development Corporation. (Confidential treatment
requested).
10.3* Contract Engineering Agreement (undated) between Hilite, Inc. and
Gemstar Holdings Limited. (Confidential treatment requested).
10.4* Contract Engineering Agreement (undated) between Hilite, Inc. and
Index Systems, Inc. (Confidential treatment requested).
10.5* Form of Option Exercise and Assignment Agreement, dated March 16,
1994, between Gemstar Development Corporation and each of Henry C.
Yuen, Wilson K. C. Cho and Daniel S. W. Kwoh.
10.6(a)* Exclusive Representation Agreement, dated July 30, 1990, between
Gemstar Development Corporation and United Feature Syndicate, Inc.
(Confidential treatment requested).
10.6(b)* Exclusive Representation Agreement, dated May 20, 1991, between
Gemstar Development Corporation and United Feature Syndicate,
Inc., together with First Amendment to Exclusive Representation
Agreement, dated March 4, 1994. (Confidential treatment
requested).
10.6(c)* Exclusive Representation Agreement, dated March 21, 1994, between
Gemstar Development Corporation and United Feature Syndicate, Inc.
(Confidential treatment requested).
10.7* Registration Rights Agreement, dated August 16, 1995, between
Gemstar International Group Limited and the Shareholders of E
Guide, Inc.
10.8** Company Significant Shareholder Agreement, dated as of December
23, 1996, by and among Gemstar International Group Limited, a
British Virgin Islands corporation, and certain significant
shareholders of StarSight Telecast, Inc.
10.9** Company Option Agreement, dated as of December 23, 1996, by and
between StarSight Telecast, Inc., a California corporation, and
Gemstar International Group Limited, a British Virgin Islands
corporation.
10.10** Parent Option Agreement, dated as of December 23, 1996, by and
between StarSight Telecast, Inc., a California corporation, and
Gemstar International Group Limited, a British Virgin Islands
corporation (included as Appendix G to the Joint Proxy
Statement/Prospectus).
10.11*** TDN, Inc., Stockholders Agreement, dated as of October 31, 1997,
by and among TDN, Inc., a Delaware corporation, Gemstar Marketing,
Inc., a California corporation, and Thomson Consumer Electronics,
Inc., a Delaware corporation.
10.12*** Cost and Reimbursement Support Agreement, dated as of October 31,
1997, by and among TDN, Inc., a Delaware corporation, and Gemstar
International Group Limited.

EXHIBIT NO.
-----------

10.13*** Definitive Agreement, dated as of January 9, 1998, by and among
Gemstar International Group Limited, StarSight Telecast, Inc., a
California corporation, and Microsoft Corporation, a Washington
corporation.
10.14*** Recission Agreement, dated as of January 9, 1998, by and between
StarSight Telecast, Inc., a California corporation and Microsoft
Corporation, a Washington corporation.
10.15*** Joint Venture Formation and Stockholders Agreement, dated as of
January 19, 1998, by and among United Video Satellite Group, Inc.,
a Delaware corporation, Prevue Ventures, Inc., a Delaware
corporation, Gemstar International Group Limited, a British Virgin
Islands corporation, G-Sub Corporation, a Delaware corporation and
effective as of the closing, Interactive Prevue Guide, Inc., a
Delaware corporation.
10.16*** Warrant Agreement, dated as of January 19, 1998, by and among
Gemstar International Group Limited, a British Virgin Islands
corporation, United Video Satellite Group, Inc., a Delaware
corporation, and TCI Ventures Group, LLC, a Delaware limited
liability company.
21**** Material Subsidiaries of Gemstar.
23.1***** Consent of KPMG Peat Marwick LLP.
23.2 Consent Deloitte & Touche LLP.
27.1***** Financial Data Schedule.
99.1* 1994 Stock Incentive Plan, as amended.
99.2* Employment Agreement, dated April 1, 1994, between Gemstar
Development Corporation and Henry C. Yuen, as amended.
(Confidential treatment requested).
99.3* Employment Agreement, dated August 1995, between Gemstar
International Group Limited and Thomas L. H. Lau.
99.4* Employment Agreement, dated April 1, 1994, between Gemstar
Development Corporation and Daniel S. W. Kwoh, as amended.
(Confidential treatment requested).
99.5* Employment Agreement, dated April 1, 1994, between Gemstar
Development Corporation and Roy J. Mankovitz, as amended.
(Confidential treatment requested).
99.6* Employment Agreement, dated August 16, 1995, between Pros
Technology Limited and Wilson K. C. Cho. (Confidential treatment
requested).
99.7* Employment Agreement, dated April 1, 1994, between Gemstar
Development Corporation and Elsie Ma Leung, as amended.
99.8* Employment Agreement, dated April 1, 1994, between Gemstar
Development Corporation and Larry Goldberg, as amended.
99.10* Amendment to Subsection 1.4(a) of 1994 Stock Incentive Plan, as
amended.
99.11***** Amendment to 1994 Stock Incentive Plan, as amended, adopted on
March 12, 1998.
99.12****** Amended and Restated Employment Agreement, effective as of January
7, 1998 among Gemstar International Group Limited, Gemstar
Development Corporation and Henry C. Yuen.
99.13****** Amended and Restated Employment Agreement, dated as of March 31,
1998, among Gemstar International Group Limited, Gemstar
Development Corporation and Elsie Leung.

- - --------
* Previously filed as part of Form F-1 Registration Statement of the
Company (33-79016) which was declared effective on October 10, 1995, and
incorporated herein by reference.

** Previously filed as part of Form F-4 Registration Statement of the
Company (333-6790) which was declared effective on April 15, 1997, and
incorporated herein by reference.

*** Previously filed as part of Form 20-F of the Company which was filed on
or about June 7, 1996, and incorporated herein by reference.

**** Previously filed as part of Form 8-K, dated January 12, 1998, or Form
8-K dated February 6, 1998 and Form 8-K/A, dated June 11, 1998. Certain
information contained in these exhibits has been omitted pursuant to a
request for Confidential Treatment granted by the Securities and
Exchange Commission.

***** Filed herewith.

****** Certain information contained in this exhibit has been omitted pursuant
to a request for Confidential Treatment which was filed with the
Securities and Exchange Commission.