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Press release from GlobeNewswire (a Nasdaq OMX company)

Rovi Corporation Reports Third Quarter Financial Performance

Thursday, November 01, 2012

Rovi Corporation Reports Third Quarter Financial Performance13:05 EDT Thursday, November 01, 2012Focus on Operational Improvements Reduces Costs Company Raises Adjusted Pro Forma Income Per Common Share Estimates for FY 2012 SANTA CLARA, Calif., Nov. 1, 2012 (GLOBE NEWSWIRE) -- Rovi Corporation (Nasdaq:ROVI) today reported financial results for the third quarter ended September 30, 2012. The Company reported GAAP revenues of $169.6 million, compared to $181.9 million for the third quarter of 2011. GAAP net loss was $13.3 million, compared to GAAP net income of $1.8 million for the third quarter of 2011. The year-over-year decline was primarily due to a reduction in revenues from the Company's consumer electronics customers. During the quarter, Rovi took actions that will reduce current operating costs by approximately $31 million on an annual run-rate basis through product rationalization and targeted cost reductions. Largely as a result of these reductions, Non-GAAP Adjusted Pro Forma Income was $51.5 million in the third quarter of 2012 compared to $69.0 million in the third quarter of 2011 and $39.8 million in the second quarter of 2012. Adjusted Pro Forma Income Per Common Share for the third quarter of 2012 was $0.50, compared to $0.62 for the third quarter of 2011 and $0.37 for the second quarter of 2012. Adjusted Pro Forma Income and Adjusted Pro Forma Income Per Common Share are defined below in the section entitled Non-GAAP or Adjusted Pro Forma Information. Reconciliations between GAAP pro forma and Adjusted Pro Forma results from operations are provided in the tables below. "Last quarter I spoke about the need to improve execution and operational efficiency, and I am very pleased with the substantial progress we have made along these lines during the past three months," said Tom Carson, President and CEO of Rovi. "After undertaking comprehensive, product-by-product operational reviews across the business, we focused on product rationalization and cost reductions this quarter and eliminated almost $31 million in annualized costs. Additionally, we eliminated plans to add an additional $5 million dollars in annual spending. This frees up funds to invest in new value-creating strategic initiatives and puts us on the path to achieving an operating margin more appropriate for our business. These actions also drove a sequential increase in our quarterly Adjusted Pro Forma Income Per Common Share and allowed us to raise the midpoint of our Adjusted Pro Forma Income Per Common Share estimates for the year." Rovi repurchased approximately 6 million shares of its common stock during the third quarter for approximately $90 million. The Company now has approximately $223 million remaining in its existing share repurchase authorization.Business Outlook Rovi now anticipates fiscal year 2012 revenue of between $660 million and $670 million, and Adjusted Pro Forma Income Per Common Share of between $1.80 and $1.90. Rovi will discuss its 2012 outlook in greater detail on the conference call set to take place today, November 1, 2012, starting at 2:00 p.m. PT.Conference Call Information Rovi management will host a conference call today, November 1, 2012, at 2:00 p.m. PT / 5:00 p.m. ET to discuss the financial results. Investors and analysts interested in participating in the conference are welcome to call 888-549-7750 (or international +1 480-629-9723) and reference the Rovi call. The conference call can also be accessed via live webcast in the Investor Relations section of Rovi's website at http://www.rovicorp.com/. A replay of the conference call will be available through November 2, 2012 and can be accessed by calling 800-406-7325 (or international +1 303-590-3030) and entering passcode 4570852#. 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 its next quarterly earnings call.Non-GAAP or Adjusted Pro Forma Information Rovi Corporation provides non-GAAP Adjusted Pro Forma information. References to Adjusted Pro Forma information are references to non-GAAP pro forma measures. The Company provides Adjusted Pro Forma 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. Adjusted Pro Forma information is not a substitute for any performance measure derived in accordance with GAAP, including, but not limited to, GAAP pro forma information prepared in accordance with ASC 805, Business Combinations. Adjusted Pro Forma and GAAP pro forma measures assume the Sonic Solutions business combination and the Roxio software business disposition both occurred on January 1, 2010. Adjusted Pro Forma Income is defined as GAAP pro forma income (loss) from continuing operations, net of tax, 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 on convertible debt under Accounting Standards Codification ("ASC") 470-20 (formerly known as FSP APB 14-1), mark-to-market fair value adjustments for interest rate swaps, caps and foreign currency collars and the reversals of discrete tax items including 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, payments to note holders and for expenses in connection with the early redemption or modification of debt 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. Adjusted Pro Forma Income Per Common Share is calculated using Adjusted Pro Forma Income and taking into account the benefit of the convertible debt call option when it allows the Company to purchase shares of its own stock at a price below what those shares could be purchased for in the open market. The Company's management has evaluated and made 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 items management does not consider to be "core costs" or "core proceeds" when making business decisions. Therefore, management presents these Adjusted Pro Forma financial measures along with GAAP measures. 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, expenses in connection with the early redemption or modification of debt and gains on sale of strategic investments.  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 excludes non-cash interest expense recorded on convertible debt under ASC 470-20, mark-to-market fair value adjustments for interest rate swaps, caps, foreign currency collars, and the reversals of discrete tax items including reserves as they are non-cash items and not considered "core costs" or meaningful when management evaluates the Company's operating expenses. Management reclassifies the current period benefit or cost of the interest rate swaps from gain or loss on interest rate swaps and caps, net to interest expense in order for interest expense to reflect the swap rates, as these instruments were entered into to control the interest rate the Company effectively pays on its convertible debt. Management includes the benefit of the convertible debt call option, which allows the Company to purchase shares of its own stock at approximately $28.28, and is excluded from GAAP EPS calculation as it is anti-dilutive, because the pragmatic reality is management would exercise this option rather than allow this dilution to occur. This convertible debt call option was exercised in August 2011. Management is using 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 Non-GAAP measures may have limited usefulness in comparing companies. Management believes, however, that providing Adjusted Pro Forma financial information, in addition to GAAP financial information, facilitates consistent comparison of the Company's financial performance over time. The Company provides 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 historical pro forma and Adjusted Pro Forma results of operations are provided in the tables below.About Rovi Corporation Rovi Corporation is focused on revolutionizing the digital entertainment landscape by delivering solutions that enable consumers to intuitively connect to 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 industry leading entertainment data, create the connections between people and technology, and enable them to discover and manage entertainment in an enjoyable form. Rovi holds over 5,300 issued or pending patents worldwide and is headquartered in Santa Clara, California, with numerous offices across the United States and around the world including Japan, China, Luxembourg, and the United Kingdom. More information about Rovi can be found at www.rovicorp.com. The Rovi Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=6482Forward Looking Statements All statements contained herein 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, 2012 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 Business and Operating Highlights: IP Licensing: Continued to license new platforms, signing an agreement that covers Nintendo's TVii Extended the term of its existing license agreement with BSkyB for interactive program guide (IPG) patents Licensed another major European retailer for its own-branded CE brands Licensed Korean digital satellite broadcaster SkyLife, putting all significant Korean pay-TV operators under license Year-to-date patent applications almost double the same period last year Guide Products: Renewed 39 North American MSOs Signed first Latin America TotalGuide service provider customer On track to deploy TotalGuide solutions at six MSOs during the first half of 2013 DivX: Signed DivX Plus Streaming agreements with two IC companies and four OEMs Over 780 million devices deployed with DivX technology Rovi Entertainment Store:  Announced agreement with Sainsbury's to power a new digital video service in the UK Toys"R"Us Movies web store launched in the US Launched Best Buy CinemaNow: - on Android tablets and phones in the US and Canada - iOS play-back app in the US and Canada for iPad, iPhone and iPod Touch - on PlayStation 3 in Canada Dixon's KNOWHOW Movies live in the UK on connected LG TVs and on connected Samsung Blu-ray Players  Media Markt live in Germany on Western Digital WD TV Live Box, VideoWeb TV and certain Technisat Set-top Boxes Total live storefronts now totals approximately 1.1 million, an 18% increase over last quarter Advertising: Repeat advertising campaigns, including Ford, Mattel, Hellmann's, GO RVing and Bank of Montreal in North America; and Red Bull in Europe Launched a new polling feature for the Rovi Advertising Network Extended the Rovi Advertising Network to include Sony Bravia TVs and connected Blu-Ray players in Europe Data: Renewed major handset manufacturer for data on mobile devices Expanded relationship with major Korean CE manufacturer to include worldwide listings data Added metadata services to an existing Canadian MSO customer Expanded Rovi's entertainment database to include Brazilian TV, movie and celebrity information and announced plans to include similar data for Portugal and Russia Enhanced Rovi Music by adding descriptive track-level attributes for 11M+ tracks to enable finely tuned recommendations and improved playlisting Further enhanced social integration by adding thousands of links to Twitter handles and Facebook pages for celebrities, movies and TV showsFor additional business metrics, see our investor presentation located at: http://ir.rovicorp.com/presentations.aspx?iid=4206196    ROVI CORPORATIONGAAP CONSOLIDATED STATEMENTS OF OPERATIONS(IN THOUSANDS, EXCEPT PER SHARE DATA)(UNAUDITED)    Three Months EndedNine Months Ended  September 30,September 30,  2012201120122011 Revenues $ 169,574 $ 181,889 $ 502,882 $ 513,606 Costs and expenses:         Cost of revenues 32,724 28,931 93,947 78,149 Research and development 39,664 43,928 126,390 116,920 Selling, general and administrative 40,149 47,359 126,904 141,481 Depreciation 5,757 5,134 16,883 14,867 Amortization of intangible assets 27,839 28,767 83,316 81,545 Restructuring and asset impairment charges 4,514 1,911 5,886 18,831 Total costs and expenses 150,647 156,030 453,326 451,793 Operating income from continuing operations 18,927 25,859 49,556 61,813 Interest expense (16,654) (13,610) (45,207) (40,774) Interest income and other, net 1,628 855 3,425 3,961 Debt modification expense — — (4,496) — Loss on interest rate swaps and caps, net (4,242) (845) (10,654) (1,457) Loss on debt redemption — — (1,758) (9,418) (Loss) income from continuing operations before income taxes (341) 12,259 (9,134) 14,125 Income tax expense (benefit) 13,737 6,790 20,172 (2,611) (Loss) income from continuing operations, net of tax (14,078) 5,469 (29,306) 16,736 Discontinued operations, net of tax 751 (3,716) (7,179) (8,676) Net (loss) income $ (13,327) $ 1,753 $ (36,485) $ 8,060 Basic earnings per share:         Basic (loss) income per share from continuing operations $ (0.14) $ 0.05 $ (0.28) $ 0.15 Basic income (loss) per share from discontinued operations 0.01 (0.03) (0.06) (0.08) Basic net (loss) income per share $ (0.13) $ 0.02 $ (0.34) $ 0.07 Shares used in computing basic net earnings per share 103,307 108,771 105,948 109,369 Diluted earnings per share:         Diluted (loss) income per share from continuing operations $ (0.14) $ 0.05 $ (0.28) $ 0.15 Diluted income (loss) per share from discontinued operations 0.01 (0.03) (0.06) (0.08) Diluted net (loss) income per share $ (0.13) $ 0.02 $ (0.34) $ 0.07 Shares used in computing diluted net earnings per share 103,307 111,897 105,948 114,718   See notes to the GAAP Consolidated Financial Statements in our Form 10-Q.    ROVI CORPORATIONGAAP CONSOLIDATED BALANCE SHEETS(IN THOUSANDS)(UNAUDITED)   September 30, 2012December 31, 2011ASSETS     Current assets:     Cash and cash equivalents $ 283,996 $ 136,780 Short-term investments 537,212 283,433 Trade accounts receivable, net 136,174 126,752 Taxes receivable 4,339 2,976 Deferred tax assets, net 12,338 32,152 Prepaid expenses and other current assets 40,111 15,056 Assets held for sale — 20,344 Total current assets 1,014,170 617,493 Long-term marketable investment securities 89,592 65,267 Property and equipment, net 39,876 43,203 Finite-lived intangible assets, net 738,859 815,049 Other assets 25,018 41,610 Goodwill 1,378,429 1,364,145 Total assets $ 3,285,944 $ 2,946,767      LIABILITIES AND STOCKHOLDERS' EQUITY     Current liabilities:     Accounts payable and accrued expenses $ 102,333 $ 107,037 Deferred revenue 20,069 16,460 Current portion of long-term debt 39,100 25,500 Liabilities held for sale — 5,445 Total current liabilities 161,502 154,442 Taxes payable, less current portion 66,869 63,980 Long-term debt, less current portion 1,439,204 969,598 Deferred revenue, less current portion 2,190 4,041 Long-term deferred tax liabilities, net 22,316 36,267 Other non current liabilities 23,060 25,687 Total liabilities 1,715,141 1,254,015 Stockholders' equity:     Common stock 125 123 Treasury stock (634,570) (482,479) Additional paid-in capital 2,180,505 2,114,402 Accumulated other comprehensive income (loss) 209 (313) Retained earnings 24,534 61,019 Total stockholders' equity 1,570,803 1,692,752 Total liabilities and stockholders' equity $ 3,285,944 $ 2,946,767   See notes to the GAAP Consolidated Financial Statements in our Form 10-Q.              ROVI CORPORATION    ADJUSTED PRO FORMA RECONCILIATION     (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)    (UNAUDITED)                    Three Months EndedThree Months Ended  September 30, 2012September 30, 2011  GAAP  AdjustedGAAP  Adjusted  Pro Forma (1)AdjustmentsPro FormaPro Forma (1)AdjustmentsPro Forma Revenues:             Service providers $ 78,692 $ — $ 78,692 $ 74,464 $ — $ 74,464 CE manufacturers 72,533 — 72,533 87,629 — 87,629 Other 18,349 — 18,349 19,796 — 19,796 Total revenues 169,574 — 169,574 181,889 — 181,889 Costs and expenses:             Cost of revenues (2) 32,724 (760) 31,964 28,931 (1,467) 27,464 Research and development (3) 39,664 (5,276) 34,388 43,928 (8,879) 35,049 Selling, general and administrative (4) 40,149 (8,114) 32,035 47,359 (13,382) 33,977 Depreciation (5) 5,757 — 5,757 5,134 — 5,134 Amortization of intangible assets 27,839 (27,839) — 27,787 (27,787) — Restructuring and asset impairment charges 4,514 (4,514) — 1,911 (1,911) — Total costs and expenses 150,647 (46,503) 104,144 155,050 (53,426) 101,624 Operating income from continuing operations 18,927 46,503 65,430 26,839 53,426 80,265 Interest expense (6) (16,654) 6,148 (10,506) (13,610) 7,444 (6,166) Interest income and other, net 1,628 — 1,628 855 — 855 Loss on interest rate swaps and caps, net (7) (4,242) 4,242 — (845) 845 — (Loss) income from continuing operations before income taxes (341) 56,893 56,552 13,239 61,715 74,954 Income tax expense (8) 13,737 (8,647) 5,090 6,810 (814) 5,996 (Loss) income from continuing operations, net of tax $ (14,078) $ 65,540 $ 51,462 $ 6,429 $ 62,529 $ 68,958 Diluted (loss) income per share from continuing operations $ (0.14)   $ 0.50 $ 0.06   $ 0.62 Shares used in computing diluted net earnings per share (9) 103,307 37 103,344 111,897 (359) 111,538               (1) GAAP Pro Forma financial information for the 2012 period is the same as our GAAP results; no adjustments have been made to the GAAP results since they are comparative with prior quarter's pro forma results. GAAP Pro Forma financial information for the 2011 period has been prepared in accordance with ASC 805, Business Combinations, and assumes the acquisition of Sonic and sale of Roxio Consumer Software business had occurred on January 1, 2010. (2) Adjustments to cost of revenues consist of the following:     September 30, 2012 September 30, 2011       Equity based compensation   $ (760) $ (1,205)       Transition and integration costs   — (262)       Total adjustment   $ (760) $ (1,467)       (3) Adjustments to research and development consist of the following:                 September 30, 2012 September 30, 2011       Equity based compensation   $ (5,276) $ (5,494)       Transition and integration costs   — (3,385)       Total adjustment   $ (5,276) $ (8,879)       (4) Adjustments to selling, general and administrative consist of the following:                 September 30, 2012 September 30, 2011       Equity based compensation   $ (8,114) $ (10,721)       Transition and integration costs   — (2,661)       Total adjustment   $ (8,114) $ (13,382)       (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 convertible note discount recorded under ASC 470-20 (formerly known as FSP APB 14-1) and reclass to include the impact of interest rate swaps on interest expense. (7) Adjustment eliminates non-cash mark-to-market gain or loss related to interest rate swaps and caps and reclassifies the current period benefit from the interest rate swap to interest expense. (8) Adjusts tax expense to the adjusted pro forma cash tax rate. (9) For the 2012 period, since the adjustments resulted in Adjusted Pro Forma Net Income, shares used in computing diluted net earnings per share were adjusted to include dilutive common equivalent shares outstanding. For the 2011 period, adjustment recognizes the benefit of convertible debt call option, which allows the Company to purchase shares of its own stock at approximately $28.28, and which is excluded from GAAP EPS calculation as it is anti-dilutive.    ROVI CORPORATIONADJUSTED PRO FORMA RECONCILIATION(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)(UNAUDITED)    Three Months Ended  June 30, 2012  GAAP Adjusted  Pro Forma (1)AdjustmentsPro Forma Revenues:       Service providers $ 77,607 $ — $ 77,607 CE manufacturers 64,841 — 64,841 Other 15,869 — 15,869 Total revenues 158,317 — 158,317 Costs and expenses:       Cost of revenues (2) 31,436 (1,364) 30,072 Research and development (3) 42,275 (7,223) 35,052 Selling, general and administrative (4) 43,195 (9,470) 33,725 Depreciation (5) 5,728 — 5,728 Amortization of intangible assets 27,878 (27,878) — Total costs and expenses 150,512 (45,935) 104,577 Operating income from continuing operations 7,805 45,935 53,740 Interest expense (6) (16,405) 6,241 (10,164) Interest income and other, net 187 — 187 Debt modification expense (32) 32 — Loss on interest rate swaps and caps, net (7) (6,308) 6,308 — (Loss) income from continuing operations before income taxes (14,753) 58,516 43,763 Income tax expense (8) 1,863 2,076 3,939 (Loss) income from continuing operations, net of tax $ (16,616) $ 56,440 $ 39,824 Diluted (loss) income per share from continuing operations $ (0.16)   $ 0.37 Shares used in computing diluted net earnings per share (9) 107,035 433 107,468   (1) GAAP Pro Forma financial information for the 2012 period is the same as our GAAP results; no adjustments have been made to the GAAP results since they are comparative with prior quarter's pro forma results.  (2) Adjustment to cost of revenues consists of $1.4 million of equity based compensation. (3) Adjustment to research and development consists of $7.2 million of equity based compensation. (4) Adjustment to selling, general and administrative consists of $9.5 million of equity based compensation. (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 convertible note discount recorded under ASC 470-20 (formerly known as FSP APB 14-1) and reclass to include the impact of interest rate swaps on interest expense. (7) Adjustment eliminates non-cash mark-to-market gain or loss related to interest rate swaps and caps and reclassifies the current period benefit from the interest rate swap to interest expense. (8) Adjusts tax expense to the adjusted pro forma cash tax rate. (9) Since the adjustments resulted in Adjusted Pro Forma Net Income, shares used in computing diluted net earnings per share were adjusted to include dilutive common equivalent shares outstanding.                ROVI CORPORATION      ADJUSTED PRO FORMA RECONCILIATION      (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)       (UNAUDITED)        Nine Months EndedNine Months Ended  September 30, 2012September 30, 2011  GAAP  AdjustedGAAP  Adjusted  Pro Forma (1)AdjustmentsPro FormaPro Forma (1)AdjustmentsPro Forma Revenues:             Service providers $ 235,653 $ — $ 235,653 $ 221,756 $ — $ 221,756 CE manufacturers 213,043 — 213,043 256,116 — 256,116 Other 54,186 — 54,186 60,623 — 60,623 Total revenues 502,882 — 502,882 538,495 — 538,495 Costs and expenses:             Cost of revenues (2) 93,947 (3,456) 90,491 81,163 (3,482) 77,681 Research and development (3) 126,390 (19,117) 107,273 122,563 (22,366) 100,197 Selling, general and administrative (4) 126,904 (27,808) 99,096 149,473 (40,940) 108,533 Depreciation (5) 16,883 — 16,883 15,108 — 15,108 Amortization of intangible assets 83,316 (83,316) — 84,508 (84,508) — Restructuring and asset impairment charges 5,886 (5,886) — 18,831 (18,831) — Total costs and expenses 453,326 (139,583) 313,743 471,646 (170,127) 301,519 Operating income from continuing operations 49,556 139,583 189,139 66,849 170,127 236,976 Interest expense (6) (45,207) 18,578 (26,629) (40,766) 24,309 (16,457) Interest income and other, net 3,425 — 3,425 3,775 — 3,775 Debt modification expense (4,496) 4,496 — — — — Loss on interest rate swaps and caps, net (7) (10,654) 10,654 — (1,457) 1,457 — Loss on debt redemption (1,758) 1,758 — (9,418) 9,418 — (Loss) income from continuing operations before income taxes (9,134) 175,069 165,935 18,983 205,311 224,294 Income tax expense (8) 20,172 (6,550) 13,622 21,310 (3,367) 17,943 (Loss) income from continuing operations, net of tax $ (29,306) $ 181,619 $ 152,313 $ (2,327) $ 208,678 $ 206,351 Diluted (loss) income per share from continuing operations $ (0.28)   $ 1.43 $ (0.02)   $ 1.79 Shares used in computing diluted net earnings per share (9) 105,948 403 106,351 110,384 4,593 114,977               (1) GAAP Pro Forma financial information for the 2012 period is the same as our GAAP results; no adjustments have been made to the GAAP results since they are comparative with prior quarter's pro forma results. GAAP Pro Forma financial information for the 2011 period has been prepared in accordance with ASC 805, Business Combinations, and assumes the acquisition of Sonic and sale of Roxio Consumer Software business had occurred on January 1, 2010. (2) Adjustments to cost of revenues consist of the following:     September 30, 2012 September 30, 2011       Equity based compensation   $ (3,456) $ (2,716)       Transition and integration costs   — (766)       Total adjustment   $ (3,456) $ (3,482)       (3) Adjustments to research and development consist of the following:                 September 30, 2012 September 30, 2011       Equity based compensation   $ (19,117) $ (15,188)       Transition and integration costs   — (7,178)       Total adjustment   $ (19,117) $ (22,366)       (4) Adjustments to selling, general and administrative consist of the following:                 September 30, 2012 September 30, 2011       Equity based compensation   $ (27,808) $ (28,426)       Transition and integration costs   — (12,514)       Total adjustment   $ (27,808) $ (40,940)       (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 convertible note discount recorded under ASC 470-20 (formerly known as FSP APB 14-1) and reclass to include the impact of interest rate swaps on interest expense. (7) Adjustment eliminates non-cash mark-to-market gain or loss related to interest rate swaps and caps and reclassifies the current period benefit from the interest rate swap to interest expense. (8) Adjusts tax expense to the adjusted pro forma cash tax rate. (9) Since the adjustments resulted in Adjusted Pro Forma Net Income, shares used in computing diluted net earnings per share were adjusted to include dilutive common equivalent shares outstanding.CONTACT: Investor Contacts Peter Halt Rovi Corporation +1 (818) 295-6800 Chris Keller Rovi Corporation +1 (408) 562-8400