Rovi Corporation Reports Third Quarter Financial Performance

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.
-0-
CONTACT: Rovi Corporation
Investor Contact:
James Budge
+1 (408) 562-8400
Lauren Landfield
+1 (408) 562-8400