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Rovi Announces Intent To Pursue Sale Of Rovi Entertainment Store Business And Narrows Estimates Range For Fiscal 2012

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 completion of its fourth quarter and 2012 fiscal year financial close processes, 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, and the Company's completion of a sale transaction involving the Rovi Entertainment Store business. 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 CORPORATION
ADJUSTED PRO FORMA RECONCILIATION
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
  Three Months Ended Three Months Ended
  March 31, 2012 June 30, 2012
  GAAP   Adjusted GAAP   Adjusted
  Pro Forma (1) Adjustments Pro Forma Pro Forma (1) Adjustments Pro Forma
Revenues:            
Service providers  $ 79,354  $ --   $ 79,354  $ 77,607  $ --   $ 77,607
CE manufacturers  75,669  --   75,669  64,841  --   64,841
Other  16,704  --   16,704  13,850  --   13,850
Total revenues  171,727  --   171,727  156,298  --   156,298
Costs and expenses:            
Cost of revenues (2)  25,152  (1,215)  23,937  27,134  (1,250)  25,884
Research and development (3)  40,165  (6,252)  33,913  37,451  (6,793)  30,658
Selling, general and administrative (4)  40,476  (9,768)  30,708  40,366  (8,961)  31,405
Depreciation (5)  5,000  --   5,000  5,289  --   5,289
Amortization of intangible assets  25,635  (25,635)  --   25,914  (25,914)  -- 
Restructuring and asset impairment charges  1,372  (1,372)  --   --   --   -- 
Total costs and expenses  137,800  (44,242)  93,558  136,154  (42,918)  93,236
Operating income from continuing operations  33,927  44,242  78,169  20,144  42,918  63,062
Interest expense (6)  (12,148)  6,189  (5,959)  (16,405)  6,241  (10,164)
Interest income and other, net  1,610  --   1,610  187  --   187
Debt modification expense  (4,464)  4,464  --   (32)  32  -- 
Loss on interest rate swaps and caps, net (7)  (104)  104  --   (6,308)  6,308  -- 
Loss on debt redemption  (1,758)  1,758  --   --   --   -- 
Income (loss) from continuing operations before income taxes  17,063  56,757  73,820  (2,414)  55,499  53,085
Income tax expense (8)  4,543  624  5,167  1,834  2,944  4,778
Income (loss) from continuing operations, net of tax  $ 12,520  $ 56,133  $ 68,653  $ (4,248)  $ 52,555  $ 48,307
Diluted income (loss) per share from continuing operations  $ 0.12    $ 0.63  $ (0.04)    $ 0.45
Shares used in computing diluted net earnings per share (9)  108,269  --   108,269  107,035  433  107,468
             
(1) GAAP Pro Forma financial information 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) Adjustments to cost of revenues consists of $1.2 million and $1.3 million of equity based compensation for the periods ended March 31, 2012 and June 30, 2012, respectively. 
(3) Adjustments to research and development consists of $6.3 million and $6.8 million of equity based compensation for the periods ended March 31, 2012 and June 30, 2012, respectively. 
(4) Adjustments to selling, general and administrative consists of $9.8 million and $9.0 million of equity based compensation for the periods ended March 31, 2012 and June 30, 2012, respectively. 
(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 period ended June 30, 2012, since the preceding adjustments to pro forma loss from continuing operations 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)
  Three Months Ended
  September 30, 2012
  GAAP   Adjusted
  Pro Forma (1) Adjustments Pro Forma
Revenues:      
Service providers  $ 78,692  $ --   $ 78,692
CE manufacturers  72,533  --   72,533
Other  14,372  --   14,372
Total revenues  165,597  --   165,597
Costs and expenses:      
Cost of revenues (2)  27,917  (645)  27,272
Research and development (3)  35,213  (4,792)  30,421
Selling, general and administrative (4)  37,469  (7,631)  29,838
Depreciation (5)  5,414  --   5,414
Amortization of intangible assets  26,246  (26,246)  -- 
Restructuring and asset impairment charges  3,176  (3,176)  -- 
Total costs and expenses  135,435  (42,490)  92,945
Operating income from continuing operations  30,162  42,490  72,652
Interest expense (6)  (16,654)  6,148  (10,506)
Interest income and other, net  1,628  --   1,628
Loss on interest rate swaps and caps, net (7)  (4,242)  4,242  -- 
Income from continuing operations before income taxes  10,894  52,880  63,774
Income tax expense (8)  13,708  (7,968)  5,740
(Loss) income from continuing operations, net of tax  $ (2,814)  $ 60,848  $ 58,034
Diluted (loss) income per share from continuing operations  $ (0.03)    $ 0.56
Shares used in computing diluted net earnings per share (9)  103,307  37  103,344
       
(1) GAAP Pro Forma financial information 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) Adjustments to cost of revenues consist of $0.6 million of equity based compensation.
(3) Adjustments to research and development consists of $4.8 million of equity based compensation.
(4) Adjustments to selling, general and administrative consists of $7.6 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 preceding adjustments to pro forma loss from continuing operations 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

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