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Macrovision Solutions Corporation Provides 2009 Financial Estimates

Company Release - 11/10/2008 5:45 PM ET

SANTA CLARA, Calif.--(BUSINESS WIRE)--

Macrovision Solutions Corporation (NASDAQ:MVSN) announced at its Investor Day today that it expects to generate Revenue of between $460 and $500 million and Adjusted Pro Forma earnings per share (EPS) of $1.25 to $1.55 in 2009. In addition to the assumptions provided below regarding Adjusted Pro Forma information, Macrovision Solutions Corporation encourages investors to review a copy of the investor presentation from today's Investor Day, which can be found on Macrovision Solutions Corporation's investor relations website.

Adjusted Pro Forma estimates exclude the results of the TV Guide Magazine, TV Guide Network, TVG Network and eMeta businesses, all of which are classified as discontinued operations. These discontinued operations are assumed to have been sold prior to 2009 for aggregate proceeds of $350 million. The Company estimates aggregate proceeds from the disposition of these businesses to exceed $350. The $350 million in assumed proceeds from the sale of the businesses classified as discontinued operations is assumed to reduce the debt issued in conjunction with the acquisition of Gemstar. Adjusted Pro Forma EPS is calculated using Adjusted Pro Forma Income from Continuing Operations. Adjusted Pro Forma Income from Continuing Operations is defined as operating income from continuing operations adding back non-cash items other then depreciation 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. Excluded non-cash items include equity-based compensation, amortization and non-cash interest expense such as the amortization of debt issuance costs and non-cash tax expenses and benefits related to the creation and release of discrete tax reserves. Excluded items which impact comparability, but that the Company believes are not indicative of its core operating results, include such costs as transaction, transition and integration costs, restructuring and asset impairment charges. Macrovision Solutions Corporation has assumed no increase or decrease in shares outstanding in calculating Adjusted Pro Forma EPS.

GAAP to Adjusted Pro Forma Information

Macrovision Solutions Corporation provides non-GAAP or Adjusted Pro Forma information. References to Adjusted Pro Forma information are to 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 from Continuing Operations and Adjusted Pro Forma EPS 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. Macrovision Solutions Corporation believes that providing Adjusted Pro Forma financial information is useful to investors. Adjusted Pro Forma estimates exclude the results of the TV Guide Magazine, TV Guide Network, TVG Network and eMeta businesses, all of which are classified as discontinued operations. These discontinued operations are assumed to have been sold prior to 2009 for aggregate proceeds of $350 million. Macrovision estimates aggregate proceeds from the disposition to exceed $350 million. The $350 million in assumed proceeds from the sale of the businesses classified as discontinued operations is assumed to reduce the debt issued in conjunction with the acquisition of Gemstar. Further, Adjusted Pro Forma EPS excludes the effect of non-cash items other than depreciation 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 incur over a limited period of time. Excluded non-cash items include equity-based compensation, amortization and non-cash interest expense such as the amortization of debt issuance costs and non-cash tax expenses and benefits related to the creation and release of discrete tax reserves. Excluded items which impact comparability, but that the Company believes are not indicative of its core operating results, include such costs as transaction, transition and integration costs, restructuring and asset impairment charges. Macrovision Solutions Corporation has assumed no increase or decrease in shares outstanding in calculating Adjusted Pro Forma EPS.

Management uses Adjusted Pro Forma information as a measure as it excludes items management does not consider to be "core costs" when making business decisions. 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 Macrovision Solutions Corporation does not acquire businesses on a predictable cycle, management excludes amortization of intangibles from acquisitions in order to make more consistent and meaningful evaluations of the Company's operating expenses. Management also excludes the effect of restructuring, asset impairment charges, gains or losses on sales of strategic investments, insurance settlements and accrual reversals related to a former Gemstar CEO 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 stock-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 Macrovision Solutions Corporation.

Management uses these Adjusted Pro Forma measures to help it make budgeting decisions between those expenses that affect operating expenses and operating margin (such as research and development, sales and marketing, and general and administrative expenses), and those expenses that affect cost of revenue and gross 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 Macrovision Solutions 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.

About Macrovision Solutions Corporation

Macrovision Solutions Corporation is focused on providing a simple digital home entertainment experience by delivering solutions to businesses to protect, enhance and distribute digital goods to consumers across multiple channels. Macrovision Solutions Corporation's technologies are deployed by companies in the entertainment, consumer electronics, cable and satellite, and online distribution markets to solve industry-specific challenges and bring greater value and a more robust user experience to their customers. The result of deploying Macrovision Solutions Corporation's solutions is a simple end user experience for discovering, acquiring, managing and enjoying digital content. Today, Macrovision Solutions Corporation provides connected middleware, metadata on music, games, movies and television programming, media recognition, interactive programming guides, and copy protection. The Company also operates an entertainment portal which can be found at http://www.allmusic.com. Macrovision Solutions Corporation holds over 4,000 issued or pending patents and patent applications worldwide. Macrovision Solutions Corporation is headquartered in Santa Clara, California, with numerous offices across the United States and around the world including Canada, Japan, Hong Kong, Luxembourg, and the United Kingdom. More information about Macrovision Solutions Corporation can be found at http://www.macrovision.com/.

(C)Macrovision 2008. Macrovision is a registered trademark of Macrovision Solutions Corporation and its subsidiaries. All other brands and product names and trademarks are the registered property of their respective companies.

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, closings of the sale transaction and statements regarding the financial impact of, expected synergies and expected cost savings from, the transactions described herein.

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 included, among others, the Company's ability to successfully integrate the merged businesses and technologies, the Company's ability to realize the anticipated synergies and cost savings, the Company's ability to execute on its plans to rationalize head count, eliminate corporate marketing initiatives and duplicate public company expenses, and consolidate IT and facilities expenditures, failure to close the sale transaction, and customer demand for the technologies and integrated offerings. Such factors are further addressed in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2008 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.

Source: Macrovision Solutions Corporation

Contact: Macrovision Solutions Corporation James Budge, 408-562-8400 Lauren Landfield, 408-562-8400