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Rovi Corporation Reports Third Quarter Financial Performance

Company Release - 11/5/2009 4:05 PM ET

SANTA CLARA, Calif., Nov. 5, 2009 (GLOBE NEWSWIRE) -- Rovi Corporation (Nasdaq:ROVI), formerly known as Macrovision Solutions Corporation, announced today, on a GAAP basis, third quarter 2009 revenues of $115.3 million, compared to $108.5 million for the third quarter of 2008. Third quarter 2009 GAAP net loss was $11.9 million compared to net income of $7.5 million for the third quarter of 2008. GAAP diluted net loss per common share for the quarter was $0.12 compared to earnings per share of $0.07 for the third quarter of 2008.

As management believes that including Gemstar's operating results only for the period since its acquisition on May 2, 2008 diminishes the comparative value of results from the prior year, management believes it is useful to measure the results on a non-GAAP Adjusted Pro Forma basis, assuming the Gemstar acquisition was consummated on January 1, 2007. The Adjusted Pro Forma results also exclude the Company's Software, Games, eMeta and TV Guide Magazine businesses, which were sold in 2008; and the TVG Network, TV Guide Network and TV Guide Online businesses, which were sold during the first quarter of 2009. On this basis, third quarter 2009 revenues were $115.3 million, compared to $108.5 million for the third quarter of 2008. Adjusted Pro Forma Income was $34.3 million in the third quarter of 2009 compared to $27.9 million in the third quarter of 2008. Adjusted Pro Forma Income Per Common Share for the third quarter of 2009 was $0.33, compared to $0.27 for the third quarter of 2008. Adjusted Pro Forma Income Per Common Share is calculated using Adjusted Pro Forma Income. Adjusted Pro Forma Income is defined as pro forma income (loss) from continuing operations, adding back non-cash items such as equity-based compensation, amortization of intangibles, amortization or write-off of note issuance costs, non-cash interest expense recorded under FSP APB 14-1 and the reversals of discrete tax reserves; as well as items which impact comparability that are required to be recorded under GAAP, but that the Company believes are not indicative of its core operating results such as transaction, transition and integration costs, restructuring and asset impairment charges, insurance settlements, payments to note holders and for related expenses to allow for early redemption and gains on sale of strategic investments. While depreciation expense is a non-cash item, it is included in Adjusted Pro Forma Income as a reasonable proxy for capital expenditures. Reconciliations between pro forma and Adjusted Pro Forma results from operations are provided in the tables below.

"We grew revenues by 6% in Q3 2009 compared to the same period in 2008 and we grew Adjusted Pro Forma Income by 23% during the same period," said Fred Amoroso, President and CEO of Rovi. "In addition, we achieved a number of important business objectives during the third quarter, including making excellent progress on our TotalGuide solution, signing important customer wins, continuing to expand our data licensing business and paying down our debt."

"Agreements already closed early in the fourth quarter improve our 2009 visibility and we are raising the low end of the 2009 revenue and earnings estimates and narrowing the range for the balance of 2009," added James Budge, Chief Financial Officer. "We currently expect our 2009 revenue estimates to range between $475 and $480 million and we expect our 2009 Adjusted Pro Forma Income Per Common Share to fall in a range of between $1.45 and $1.50."

GAAP to Adjusted Pro Forma Reconciliation

Rovi Corporation provides non-GAAP or Adjusted Pro Forma information. References to Adjusted Pro Forma information are non-GAAP pro forma measures. The Company provides Adjusted Pro Forma financial information to assist investors in assessing its current and future operations in the way that its management evaluates those operations. Adjusted Pro Forma Revenue, Adjusted Pro Forma Income and Adjusted Pro Forma Income Per Common Share are supplemental measures of the Company's performance that are not required by, and are not presented in accordance with GAAP. The Adjusted Pro Forma information does not substitute for any performance measure derived in accordance with GAAP, including, but not limited to, GAAP basis pro forma information. Rovi Corporation believes that providing Adjusted Pro Forma financial information is useful to investors. Adjusted Pro Forma financial information assumes the Gemstar and other acquisitions, divestitures, and discontinued operations and product lines were effective on January 1, 2007. Additionally, the TVG Network, TV Guide Network and TV Guide Online businesses are assumed to have been sold for aggregate proceeds of $275 million which is assumed to have reduced the debt issued in conjunction with the acquisition of Gemstar. Further, Adjusted Pro Forma Income and Adjusted Pro Forma Income Per Common Share exclude the effect of non-cash items and items which impact comparability that are required to be recorded under GAAP, but that the Company believes are not indicative of its core operating results, or that the Company expects to be incurred over a limited period of time. While depreciation expense is a non-cash item, it is included in Adjusted Pro Forma Income as management considers it a proxy for capital expenditures.

As a result of the Gemstar acquisition, the Company's management evaluates and makes operating decisions about its business operations primarily based upon Adjusted Pro Forma Revenue, Adjusted Pro Forma Income and Adjusted Pro Forma Income Per Common Share. Management uses Adjusted Pro Forma Income and Adjusted Pro Forma Income Per Common Share as measures as they exclude amortization of intangibles, amortization or write-off of note issuance costs, non-cash interest expense recorded under FSP APB 14-1, the reversals of discrete tax reserves, equity-based compensation, transaction costs, transition and integration costs, restructuring and asset impairment charges, insurance settlements, payments to note holders and related expenses to allow for early redemption and gains on sale of strategic investments; items management does not consider to be "core costs" when making business decisions. Therefore, management presents these Adjusted Pro Forma financial measures along with GAAP measures. The income statement line items impacted in the adjustment from GAAP to the Adjusted Pro Forma presentation in this earnings release are cost of revenues; research and development; selling, general and administrative; amortization; restructuring and asset impairment charges; interest expense; loss on debt redemption, gain on sale of strategic investments and income tax (benefit) expense.

For each such Adjusted Pro Forma financial measure, the adjustment provides management with information about the Company's underlying operating performance that enables a more meaningful comparison of its financial results in different reporting periods. For example, since Rovi Corporation does not acquire businesses on a predictable cycle, management excludes amortization of intangibles from acquisitions, transaction costs and transition and integration costs in order to make more consistent and meaningful evaluations of the Company's operating expenses. Management also excludes the effect of restructuring and asset impairment charges, insurance settlements, losses on debt redemption and gains on sale of strategic investments for the same reason. Management excludes discontinued product lines as it believes this exclusion is as meaningful for comparability purposes as excluding the results from a business that meets the criteria to be classified as discontinued operations on a GAAP basis. Management excludes the impact of equity-based compensation to help it compare current period operating expenses against the operating expenses for prior periods and to eliminate the effects of this non-cash item, which, because it is based upon estimates on the grant dates, may bear little resemblance to the actual values realized upon the future exercise, expiration, termination or forfeiture of the equity-based compensation, and which, as it relates to stock options and stock purchase plan shares, is required for GAAP purposes to be estimated under valuation models, including the Black-Scholes model used by Rovi Corporation.

Management uses these Adjusted Pro Forma measures to help it make budgeting decisions, including decisions that affect operating expenses and operating margin. Further, Adjusted Pro Forma financial information helps management track actual performance relative to financial targets. Making Adjusted Pro Forma financial information available to investors, in addition to GAAP financial information, may also help investors compare the Company's performance with the performance of other companies in our industry, which may use similar financial measures to supplement their GAAP financial information.

Management recognizes that the use of Adjusted Pro Forma measures has limitations, including the fact that management must exercise judgment in determining which types of charges should be excluded from the Adjusted Pro Forma financial information. Because other companies, including companies similar to Rovi Corporation, may calculate their non-GAAP financial measures differently than the Company calculates its Adjusted Pro Forma measures, these Adjusted Pro Forma measures may have limited usefulness in comparing companies. Management believes, however, that providing this Adjusted Pro Forma financial information, in addition to the GAAP financial information, facilitates consistent comparison of the Company's financial performance over time. The Company has provided Adjusted Pro Forma financial information to the investment community, not as an alternative, but as an important supplement to GAAP financial information; to enable investors to evaluate the Company's core operating performance in the same way that management does. Reconciliations between pro forma and Adjusted Pro Forma results of operations are provided in the tables below.

Dial-in Information

Rovi Corporation will hold an investor conference call at 4:30 p.m. Eastern time on November 5, 2009. Investors and analysts interested in participating in the conference are welcome to call 877-941-8610 (or international +1 480-629-9819) and reference the Rovi call.

The conference call can also be accessed via live webcast at www.rovicorp.com on November 5, 2009 at 4:30 p.m. Eastern time. The on-demand audio webcast of the earnings conference call will be made available as soon as practicable after the live webcast ends.

A replay of the conference call will be available through November 9, 2009 and can be accessed by calling 800-406-7325 (or international +1 303-590-3030) and entering passcode 4170565#. A replay of the audio webcast will be available on Rovi Corporation's website approximately 1-2 hours after the live webcast ends and will remain on Rovi Corporation's website until our next quarterly earnings call.

About Rovi Corporation

Rovi Corporation is focused on revolutionizing the digital entertainment landscape by delivering solutions that enable consumers to intuitively discover new entertainment from many sources and locations. The company also provides extensive entertainment discovery solutions for television, movies, music and photos to its customers in the consumer electronics, cable and satellite, entertainment and online distribution markets. These solutions, complemented by a leading collection of entertainment data, create the connections between people and technology, and enable them to discover and manage entertainment in an enjoyable form.

Rovi Corporation holds over 4,200 issued or pending patents and patent applications worldwide. It is headquartered in Santa Clara, California, with numerous offices across the United States and around the world including Japan, Hong Kong, Luxembourg, and the United Kingdom. More information about Rovi Corporation can be found at www.rovicorp.com.

The Rovi Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6482

All statements contained herein, including the quotations attributed to Mr. Amoroso and Mr. Budge, that are not statements of historical fact, including statements that use the words "will," "believes," "anticipates," "estimates," "expects," "intends" or "looking to the future" or similar words that describe the Company's or its management's future plans, objectives, or goals, are "forward-looking statements" and are made pursuant to the Safe-Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, the Company's estimates of future revenues and earnings, business strategies, and future opportunities for product, market or customer expansion.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to be materially different from the historical results and/or from any future results or outcomes expressed or implied by such forward-looking statements. Such factors include, among others, the Company's ability to successfully execute on its strategic plan and customer demand for and industry acceptance of the Company's technologies and integrated solutions. Such factors are further addressed in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2009 and such other documents as are filed with the Securities and Exchange Commission from time to time (available at www.sec.gov). The Company assumes no obligation, except as required by law, to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.



 ROVI CORPORATION
 GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 (UNAUDITED)

                                Three Months Ended   Nine Months Ended
                                   September 30,       September 30,
                                ------------------  ------------------
                                  2009      2008      2009      2008
                                --------  --------  --------  --------

 Revenues                       $115,273  $108,526  $345,909  $211,875

 Costs and expenses:
  Cost of revenues                14,941    14,817    45,405    31,335
  Research and development        23,687    20,748    69,720    42,773
  Selling, general and
   administrative                 34,128    34,790    98,507    80,030
  Depreciation                     4,573     4,365    13,604     8,822
  Amortization                    20,635    20,624    61,297    38,722
  Restructuring and asset
   impairment charges                 --        --    53,619        --
                                --------  --------  --------  --------
 Total costs and expenses         97,964    95,344   342,152   201,682
                                --------  --------  --------  --------

 Operating income from
  continuing operations           17,309    13,182     3,757    10,193
  Interest expense               (10,266)  (18,256)  (41,433)  (35,698)
  Interest income and other, net     873     2,397     3,698    10,496
  Loss on debt redemption         (8,687)       --    (8,687)       --
  Gain on sale of strategic
   investments                        --        --        --     5,238
                                --------  --------  --------  --------
 Loss from continuing operations
  before income taxes               (771)   (2,677)  (42,665)   (9,771)
 Income tax expense (benefit)     11,150   (13,889)  (23,428)  (17,600)
                                --------  --------  --------  --------
 (Loss) income from continuing
  operations, net of tax         (11,921)   11,212   (19,237)    7,829
 Discontinued operations, net
  of tax                              --    (3,734)  (36,341)   89,332
                                --------  --------  --------  --------
 Net (loss) income              $(11,921) $  7,478  $(55,578) $ 97,161
                                ========  ========  ========  ========

 Basic and diluted:

 (Loss) income per common share
  from continuing operations    $  (0.12) $   0.11  $  (0.19) $   0.10
 (Loss) income per common share
  from discontinued operations  $     --  $  (0.04) $  (0.36)     1.10
                                --------  --------  --------  --------
 Net (loss) income per common
  share                         $  (0.12) $   0.07  $  (0.55) $   1.20
                                ========  ========  ========  ========

 Shares used in computing basic
  net (loss) income per common
  share                          101,084   102,036   100,511    80,076
                                ========  ========  ========  ========

 Shares used in computing
  diluted net (loss) income per
  common share                   101,084   102,062   100,511    80,105
                                ========  ========  ========  ========

 See notes to the unaudited GAAP Condensed Consolidated Financial
 Statements in our Form 10-Q.


 ROVI CORPORATION
 GAAP CONDENSED CONSOLIDATED BALANCE SHEETS
 (IN THOUSANDS)
 (UNAUDITED)

                    ASSETS
                                            September 30, December 31,
                                                2009          2008
                                            ------------  ------------
 Current assets:
  Cash and cash equivalents                 $    138,603  $    199,188
  Short-term investments                         107,340        77,914
  Restricted cash                                 36,830            --
  Trade accounts receivable, net                  79,661        84,020
  Deferred tax assets, net                        26,187        29,537
  Prepaid expenses and other current assets       15,583        12,053
  Assets held for sale                                --       329,522
                                            ------------  ------------
   Total current assets                          404,204       732,234
 Long-term marketable securities                  27,942        84,955
 Property and equipment, net                      41,571        45,352
 Finite-lived intangible assets, net             799,837       895,071
 Other assets                                     38,789        50,387
 Goodwill                                        854,210       828,185
                                            ------------  ------------
                                            $  2,166,553  $  2,636,184
                                            ============  ============

     LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
  Accounts payable and accrued expenses     $     70,139  $     85,686
  Taxes payable                                       --         8,996
  Deferred revenue                                19,692        14,376
  Current portion of debt and capital lease
   obligations                                        --         5,842
  Liabilities held for sale                           --        56,021
                                            ------------  ------------
   Total current liabilities                      89,831       170,921
 Taxes payable, less current portion              75,951        73,009
 Deferred tax liability, net                          --         9,914
 Long-term debt and capital lease
  obligations, less current portion              477,629       855,160
 Deferred revenue, less current portion            3,253         4,909
 Other non current liabilities                    16,121         7,076
                                            ------------  ------------
                                                 662,785     1,120,989
 Stockholders' equity:
  Common stock                                       105           103
  Treasury stock                                 (25,068)      (25,068)
  Additional paid-in capital                   1,644,056     1,602,667
  Accumulated other comprehensive loss            (2,119)       (4,879)
  Accumulated deficit                           (113,206)      (57,628)
                                            ------------  ------------
   Total stockholders' equity                  1,503,768     1,515,195
                                            ------------  ------------
                                            $  2,166,553  $  2,636,184
                                            ============  ============

 See notes to the unaudited GAAP Condensed Consolidated Financial
 Statements in our Form 10-Q.


 ROVI CORPORATION
 ADJUSTED PRO FORMA RECONCILIATION
 (IN THOUSANDS)
 (UNAUDITED)
                                        Three Months Ended
                                        September 30, 2009
                             -----------------------------------------
                                  GAAP                     Adjusted
 Revenues:                    Pro Forma(9)  Adjustments    Pro Forma
                             ------------- ------------- -------------
   Service providers(1)      $     57,256  $         --  $     57,256
   Consumer electronics
    manufacturers (1)              44,234            --        44,234
   Other                           13,783            --        13,783
                             ------------- ------------- -------------
                                  115,273            --       115,273
 Costs and expenses:
   Cost of revenues (2)            14,941          (213)       14,728
   Research and development
    (3)                            23,687        (1,179)       22,508
   Selling, general and
    administrative (4)             34,128        (4,843)       29,285
   Depreciation (5)                 4,573            --         4,573
   Amortization                    20,635       (20,635)           --
                             ------------- ------------- -------------
   Total costs and expenses        97,964       (26,870)       71,094
                             ------------- ------------- -------------
 Operating income from
  continuing operations            17,309        26,870        44,179
 Interest expense (6)             (10,266)        3,759        (6,507)
 Interest income and other,
  net                                 873            --           873
 Loss on debt redemption (7)       (8,687)        8,687            --
                             ------------- ------------- -------------
 (Loss) income from
  continuing operations
  before taxes                       (771)       39,316        38,545
 Income tax (benefit) expense
  (8)                              11,150        (6,910)        4,240
                             ------------- ------------- -------------
 (Loss) income from
  continuing operations      $    (11,921) $     46,226  $     34,305
                             ============= ============= =============
 Diluted (loss) income per
  common share from
  continuing operations      $      (0.12)               $       0.33
                             =============               =============
 Share used in computing
  diluted net (loss) income
  per common share                101,084                     102,879
                             =============               =============


                                        Three Months Ended
                                        September 30, 2008
                             -----------------------------------------
                                  GAAP                     Adjusted
 Revenues:                     Pro Forma    Adjustments    Pro Forma
                             ------------- ------------- -------------
   Service providers(1)      $     48,481  $         --  $     48,481
   Consumer electronics
    manufacturers (1)              47,699            --        47,699
   Other                           12,346            --        12,346
                             ------------- ------------- -------------
                                  108,526            --       108,526
 Costs and expenses:
   Cost of revenues (2)            14,817          (467)       14,350
   Research and development
    (3)                            20,748          (977)       19,771
   Selling, general and

    administrative (4)             34,790        (6,033)       28,757
   Depreciation (5)                 4,365            --         4,365
   Amortization                    20,624       (20,624)           --
                             ------------- ------------- -------------
   Total costs and expenses        95,344       (28,101)       67,243
                             ------------- ------------- -------------
 Operating income from
  continuing operations            13,182        28,101        41,283
 Interest expense (6)             (12,964)        3,548        (9,416)
 Interest income and other,
  net                               2,396            --         2,396
 Loss on debt redemption (7)           --            --            --
                             ------------- ------------- -------------
 (Loss) income from
  continuing operations
  before taxes                      2,614        31,649        34,263
 Income tax (benefit) expense
  (8)                             (12,143)       18,460         6,317
                             ------------- ------------- -------------
 (Loss) income from
  continuing operations      $     14,757  $     13,189  $     27,946
                             ============= ============= =============
 Diluted (loss) income per
  common share from
  continuing operations      $       0.14                $       0.27
                             =============               =============
 Share used in computing
  diluted net (loss) income
  per common share                102,062                     102,062
                             =============               =============

 (1) Service provider revenue includes any revenue related to an IPG
 deployed by a service provider in a subscriber household regardless
 of whether the ultimate payment for that IPG comes from the service
 provider or from a manufacturer of a set-top box. IPG revenues for
 IPGs included in a set-top box deployed by a service provider where
 payment was made by the set-top box manufacturer were previously
 classified in Consumer electronics manufacturers. Prior period
 amounts have been reclassified to conform to the current period
 presentation.
 (2) Adjustments include $0.2 million and $0.0 million for equity
 based compensation and $0.0 million and $0.5 million for transition
 and integration costs in Q309 and Q308, respectively.
 (3) Adjustments include $1.2 million and $0.4 million for equity
 based compensation and $0.0 million and $0.6 million for transition
 and integration costs in Q309 and Q308, respectively.
 (4) Adjustments to selling, general and administrative consist of the
 following:

                                                   2009      2008
                                               ---------  ---------
     Equity based compensation                 $ (4,843)  $ (3,907)
     Transition and integration costs
                                                     --     (2,126)
                                               ---------  ---------
       Total adjustment                        $ (4,843)  $ (6,033)
                                               =========  =========

 (5) While depreciation is a non-cash item, it is included in Adjusted
 Pro Forma Income From Continuing Operations as management considers
 it a proxy for capital expenditures.
 (6) Adjustments eliminate non-cash interest expense such as
 amortization of note issuance costs and the FSP APB 14-1 convertible
 note discount.
 (7) Adjustments eliminate $5.6 million of non-cash charges from the
 write-off of note issuance costs as well as $3.1 million in payments
 to note holders and for related expenses, to allow for early
 redemption of the 11% Senior Notes.
 (8) For 2009, utilization of net operating losses result in an
 adjusted pro forma tax rate of 11%. For 2008, tax effect adjustments
 at 33% and eliminate discrete tax benefit of $7.9 million.
 (9) GAAP Pro Forma information for Q309 is the same as our GAAP
 results. No adjustments have been made to the GAAP results since they
 are comparative with prior quarters' pro forma results.


 ROVI CORPORATION
 ADJUSTED PRO FORMA RECONCILIATION
 (IN THOUSANDS)
 (UNAUDITED)
                                         Nine Months Ended
                                         September 30, 2009
                             -----------------------------------------
                                 GAAP                      Adjusted
 Revenues:                   Pro Forma(10)  Adjustments    Pro Forma
                             ------------- ------------- -------------
   Service providers(1)      $    168,276  $         --  $    168,276
   Consumer electronics
    manufacturers (1)             138,658            --       138,658
   Other                           38,975            --        38,975
                             ------------- ------------- -------------
                                  345,909            --       345,909
 Costs and expenses:
   Cost of revenues (2)            45,405        (1,001)       44,404
   Research and development
    (3)                            69,720        (3,232)       66,488
   Selling, general and
    administrative (4)             98,507       (14,027)       84,480
   Depreciation (5)                13,604            --        13,604
   Amortization                    61,297       (61,297)           --
   Restructuring and asset
    impairment charges (6)         53,619       (53,619)           --
                             ------------- ------------- -------------
   Total costs and expenses       342,152      (133,176)      208,976
                             ------------- ------------- -------------
 Operating income from
  continuing operations             3,757       133,176       136,933
 Interest expense (7)             (34,838)       11,641       (23,197)
 Interest income and other,
  net                               3,698            --         3,698
 Loss on debt redemption (8)       (8,687)        8,687            --
 Gain on sale of strategic
  investments                          --            --            --
                             ------------- ------------- -------------

 (Loss) income from
  continuing operations
  before taxes                    (36,070)      153,504       117,434
 Income tax (benefit) expense
  (9)                             (21,210)       34,128        12,918
                             ------------- ------------- -------------
 (Loss) income from
  continuing operations      $    (14,860) $    119,376  $    104,516
                             ============= ============= =============
 Diluted (loss) income per
  common share from
  continuing operations      $      (0.15)               $       1.02
                             =============               =============
 Share used in computing
  diluted net (loss) income
  per common share                100,511                     101,280
                             =============               =============

                                         Nine Months Ended
                                         September 30, 2008
                             -----------------------------------------
                                  GAAP                     Adjusted
 Revenues:                     Pro Forma    Adjustments    Pro Forma
                             ------------- ------------- -------------

   Service providers(1)      $    146,137  $         --  $    146,137
   Consumer electronics
    manufacturers (1)             129,833            --       129,833
   Other                           37,906            --        37,906
                             ------------- ------------- -------------
                                  313,876            --       313,876
 Costs and expenses:
   Cost of revenues (2)            44,524        (1,133)       43,391
   Research and development
    (3)                            62,872        (2,369)       60,503
   Selling, general and
    administrative (4)             79,229        18,812        98,041
   Depreciation (5)                13,959            --        13,959
   Amortization                    61,841       (61,841)          - -
   Restructuring and asset
    impairment charges (6)             --            --            --
                             ------------- ------------- -------------
   Total costs and expenses       262,425       (46,532)      215,893
                             ------------- ------------- -------------
 Operating income from
  continuing operations            51,451        46,532        97,983
 Interest expense (7)             (38,629)       10,540       (28,089)
 Interest income and other,
  net                               6,053            --         6,053
 Loss on debt redemption (8)           --            --            --
 Gain on sale of strategic
  investments                       5,238        (5,238)           --
                             ------------- ------------- -------------

 (Loss) income from
  continuing operations
  before taxes                     24,113        51,834        75,947
 Income tax (benefit) expense
  (9)                             (10,468)       28,947        18,479
                             ------------- ------------- -------------
 (Loss) income from
  continuing operations      $     34,581  $     22,887  $     57,468
                             ============= ============= =============
 Diluted (loss) income per
  common share from
  continuing operations      $       0.34                $       0.56
                             =============                =============
 Share used in computing
  diluted net (loss) income
  per common share                101,773                     101,773
                             =============               =============

 (1) Service provider revenue includes any revenue related to an IPG
 deployed by a service provider in a subscriber household regardless
 of whether the ultimate payment for that IPG comes from the service
 provider or from a manufacturer of a set-top box. IPG revenues for
 IPGs included in a set-top box deployed by a service provider where
 payment was made by the set-top box manufacturer were previously
 classified in Consumer electronics manufacturers. Prior period
 amounts have been reclassified to conform to the current period
 presentation.
 (2) Adjustments include $0.5 million and $0.3 million for equity
 based compensation and $0.5 million and $0.8 million for transition
 and integration costs in the year to date periods ended Q309 and
 Q308, respectively.
 (3) Adjustments include $3.0 million and $1.3 million for equity
 based compensation and $0.2 million and $1.1 million for transition
 and integration costs in the year to date periods ended Q309 and
 Q308, respectively.
 (4) Adjustments to selling, general and administrative consist of the
 following:

                                                  2009       2008
                                               ---------  ---------
     Equity based compensation                 $(12,405)  $ (8,733)
     Transaction costs                               --       (681)
     Transition and integration costs            (1,622)    (4,274)
     Insurance settlement                            --     32,500
                                               ---------  ---------
       Total adjustment                        $(14,027)  $ 18,812
                                               =========  =========

 (5) While depreciation is a non-cash item, it is included in Adjusted
 Pro Forma Income From Continuing Operations as management considers
 it a proxy for capital expenditures.
 (6) Adjustments eliminate $44.7 million of non-cash asset impairment
 charges and $8.9 million of restructuring charges.
 (7) Adjustments eliminate non-cash interest expense such as
 amortization of note issuance costs and the FSP APB 14-1 convertible
 note discount.
 (8) Adjustments eliminate $5.6 million of non-cash charges from the
 write-off of note issuance costs as well as $3.1 million in payments
 to note holders and for related expenses, to allow for early
 redemption of the 11% Senior Notes.
 (9) For 2009, utilization of net operating losses result in an
 adjusted pro forma tax rate of 11%. For 2008, tax effect adjustments
 at 33% and eliminate discrete tax benefit of $11.5 million in the
 year to date period ended Q308.
 (10) GAAP Pro Forma information is necessary in 2009 to provide
 comparative operating results. GAAP Pro Forma assumes $275 million of
 net proceeds from the sale of the Media Properties reduced the debt
 issued in conjunction with acquiring Gemstar. As such, GAAP Pro Forma
 includes a $6.6 million reduction in interest expense and a $2.2
 million reduction in tax benefit.
CONTACT:  Rovi Corporation
          Investor Contact:
          James Budge
            +1 (408) 562-8400
          Lauren Landfield
            +1 (408) 562-8400