x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, $0.001 Par Value
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The NASDAQ Global Select Market
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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•
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Service Providers such as the cable, telecommunications and satellite television system and internet delivered television programming providers.
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•
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CE Manufacturers of digital televisions, Blu-ray and standard DVD players, CD and DVD drives, PVRs, game consoles, mobile devices, media streaming devices, digital set-top boxes and other connected media devices.
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•
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Webscale Companies including search engines, social networks, media service and online retailers.
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•
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Content Owners and Advertisers including media networks, studios, agencies and large brand advertisers.
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•
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We provide post-sales training, technical support and integration services to service provider licensees of our product application software as part of their service offerings.
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•
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We operate the internet-based services needed to power the Rovi FanTV platform. This includes data delivery, search, recommendation, advertising, device management and media recognition.
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•
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We provide broadcast delivery of television line-up data and advertising to TVs and set-top boxes enabled with our IPGs in major European markets and in Japan. This service provides the data that populates the guides with the listings and advertising necessary to make the IPG useful to a consumer. In addition, we deliver, via the internet, similar line-up and advertising data in North America.
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•
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We support our customers' efforts to help ensure our IPGs operate properly within their devices by offering porting services.
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•
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We provide customer care for IPG customers following deployment of our IPGs. This service is focused on resolving issues with data and advertising distribution as well as functional issues for a consumer.
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Name
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Age
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Positions
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Thomas Carson
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56
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President and Chief Executive Officer
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John Burke
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53
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Executive Vice President and Chief Operating Officer
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Peter Halt
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55
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Chief Financial Officer
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Pamela Sergeeff
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43
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Executive Vice President, General Counsel and Corporate Secretary
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•
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we cannot assure you that the level of funding and significant resources we are committing for investments in new products, services and technologies will be sufficient or result in successful new products, services or technologies;
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•
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we cannot assure you that our newly developed products, services or technologies can be successfully protected as proprietary intellectual property ("IP") rights or will not infringe the intellectual property rights of others;
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•
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we cannot assure you that any new products or services that we develop will achieve market acceptance;
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•
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our products, services and technologies may become obsolete due to rapid advancements in technology and changes in consumer preferences;
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•
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we cannot assure you that revenue from new products, services or technologies will offset any decline in revenue from our products, services and technologies which may become obsolete; and
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•
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our competitors and/or potential customers may develop products, services or technologies similar to those developed by us, resulting in a reduction in the potential demand for our newly developed products, services or technologies.
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•
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problems integrating and divesting the operations, technologies, personnel, services or products over geographically disparate locations;
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•
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unanticipated costs, taxes, litigation and other contingent liabilities;
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•
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continued liability for pre-closing activities of divested businesses or certain post-closing liabilities which we may agree to assume as part of the transaction in which a particular business is divested;
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•
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adverse effects on existing business relationships with suppliers and customers;
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•
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cannibalization of revenue as customers may seek multi-product discounts;
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•
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risks associated with entering into markets in which we have no, or limited, prior experience;
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•
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incurrence of significant restructuring charges if acquired products or technologies are unsuccessful;
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•
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significant diversion of management's attention from our core business and diversion of key employees' time and resources;
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•
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licensing, indemnity or other conflicts between existing businesses and acquired businesses;
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•
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inability to retain key customers, distributors, suppliers, vendors and other business relations of the acquired business; and
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•
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potential loss of our key employees or the key employees of an acquired organization.
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•
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Substantial expenditures for legal fees and costs to defend the Company and/or our customers;
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•
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substantial settlement, damage awards or related costs, including indemnification of customers;
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•
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diversion of management and technical resources to help defend the Company, including as part of pre-trial discovery;
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•
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either our customers discontinuing to use or ourselves discontinuing to sell infringing products or services;
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•
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our expending significant resources to develop and implement non-infringing technology; and
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•
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our obtaining, or being required to obtain, licenses to infringed technology, which could be costly or unavailable.
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•
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limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;
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•
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limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;
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•
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require us to use a substantial portion of our cash flow from operations to make debt service payments;
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•
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limit our flexibility to plan for, or react to, changes in our business and industry;
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•
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place us at a competitive disadvantage compared to our less leveraged competitors; and
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•
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increase our vulnerability to the impact of adverse economic and industry conditions.
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•
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incur or assume liens or additional debt or provide guarantees in respect of obligations of other persons;
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•
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issue redeemable preferred stock;
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•
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pay dividends or distributions or redeem or repurchase capital stock;
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•
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prepay, redeem or repurchase certain debt;
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•
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make loans, investments and capital expenditures;
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•
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enter into agreements that restrict distributions from our subsidiaries;
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•
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sell assets and capital stock of our subsidiaries;
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•
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enter into certain transactions with affiliates; and
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•
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consolidate or merge with or into, or sell substantially all of our assets to, another person.
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•
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pay TV operators;
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•
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operators of entertainment content distributors, including PPV and VOD networks;
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•
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consumer electronics, digital PPV/VOD set-top hardware manufacturers, DVD hardware manufacturers and personal computer manufacturers;
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•
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semiconductor and equipment manufacturers;
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•
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content rights holders;
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•
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retailers and advertisers;
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•
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DRM suppliers; and
|
•
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internet portals and other digital distribution companies.
|
•
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the acceptance of our technologies by pay TV operators and CE manufacturers;
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•
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expenses related to, and the financial impact of, possible acquisitions of other businesses and the integration of such businesses;
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•
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expenses related to, and the financial impact of, the dispositions of businesses, including post-closing indemnification obligations;
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•
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the timing and ability of signing high-value licensing agreements during a specific period;
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•
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the extent to which new content technologies or formats replace technologies to which our solutions are targeted;
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•
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the pace at which our analog and older products sales decline compared to the pace at which our digital and new product revenues grow, and
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•
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adverse changes in the level of economic activity in the U.S. or other major economies in which we do business as a result of the threat of terrorism, military actions taken by the U.S. or its allies, or generally weak and uncertain economic and industry conditions.
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•
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foreign government regulation;
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•
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changes in diplomatic and trade relationships;
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•
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changes in, or imposition of, foreign laws and regulatory requirements and the costs of complying with such laws (including consumer and data protection laws);
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•
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changes in, or weakening of copyright and IP (patent) laws;
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•
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difficulty of effective enforcement of contractual provisions in local jurisdictions or difficulty in obtaining export licenses for certain technology;
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•
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import and export restrictions and duties, including tariffs, quotas or taxes and other trade barriers and restrictions;
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•
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fluctuations in our effective income tax rate driven by changes in the pre-tax profits that we derive from international sources, as well as changes in tax laws in jurisdictions in which we have a presence;
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•
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changes in a specific country's or region's political or economic condition, including changes resulting from the threat of terrorism;
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•
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difficulty in staffing and managing foreign operations, including compliance with laws governing labor and employment; and
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•
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fluctuations in foreign currency exchange rates.
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•
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our own or licensed encryption and authentication technology, or access or security procedures, may be compromised, breached or otherwise be insufficient to ensure the security of customer information or IP;
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•
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we could experience unauthorized access, computer viruses, system interference or destruction, “denial of service” attacks and other disruptive problems, whether intentional or accidental, that may inhibit or prevent access to our websites or use of our products and services, or cause customer information or other sensitive information to be disclosed to a perpetrator, others or the general public;
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•
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someone could circumvent our security measures and misappropriate our, our business relations or customers' proprietary information or content or interrupt operations, or jeopardize our licensing arrangements, many of which are contingent on our sustaining appropriate security protections;
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•
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our computer systems could fail and lead to service interruptions or downtime for television or other guidance systems, or websites, which may include e-commerce websites;
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•
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we could inadvertently disclose customer information; or
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•
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we may need to grow, reconfigure or relocate our data centers in response to changing business needs, which may be costly and lead to unplanned disruptions of service.
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•
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actual or anticipated fluctuations in operating results;
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•
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announcements of renewal or termination of major contracts;
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•
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announcements of technical innovations;
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•
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new products, services or contracts;
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•
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announcements by competitors or their customers;
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•
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announcements by our customers;
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•
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governmental regulatory and copyright action;
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•
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developments with respect to patents or proprietary rights;
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•
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announcements regarding acquisitions or divestitures;
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•
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announcements regarding litigation or regulatory matters;
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•
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changes in financial estimates or coverage by securities analysts;
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•
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changes in interest rates which affect the value of our investment portfolio;
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•
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changes in tax law or the interpretation of tax laws; and
|
•
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general market conditions.
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Location
|
Approximate Square Footage
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Lease Expiration
|
Santa Clara, California (current Corporate Headquarters)
|
87,000
|
January 2017
|
San Carlos, California (future Corporate Headquarters)
|
76,000
|
February 2026
|
Bangalore, India
|
69,000
|
November 2017
|
Wayne, Pennsylvania
|
65,000
|
October 2025
|
Burbank, California
|
62,000
|
June 2019
|
Tulsa, Oklahoma
|
46,000
|
June 2016
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Boston, Massachusetts
|
20,000
|
November 2021
|
Luxembourg
|
18,000
|
February 2021
|
|
High
|
|
Low
|
||||
2015
|
|
|
|
||||
First Quarter
|
$
|
26.44
|
|
|
$
|
18.06
|
|
Second Quarter
|
$
|
19.90
|
|
|
$
|
15.57
|
|
Third Quarter
|
$
|
17.54
|
|
|
$
|
9.21
|
|
Fourth Quarter
|
$
|
18.18
|
|
|
$
|
8.01
|
|
|
|
|
|
||||
2014
|
|
|
|
||||
First Quarter
|
$
|
25.34
|
|
|
$
|
19.56
|
|
Second Quarter
|
$
|
25.09
|
|
|
$
|
19.50
|
|
Third Quarter
|
$
|
25.12
|
|
|
$
|
19.55
|
|
Fourth Quarter
|
$
|
23.38
|
|
|
$
|
17.52
|
|
|
December 31,
|
||||||||||||||||
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||
Rovi
|
100
|
|
|
40
|
|
|
25
|
|
|
32
|
|
|
36
|
|
|
27
|
|
Nasdaq
|
100
|
|
|
99
|
|
|
116
|
|
|
163
|
|
|
187
|
|
|
200
|
|
S&P 500
|
100
|
|
|
102
|
|
|
118
|
|
|
157
|
|
|
178
|
|
|
181
|
|
Russell 2000
|
100
|
|
|
96
|
|
|
111
|
|
|
155
|
|
|
162
|
|
|
155
|
|
Period
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
|
|||||||||
October 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
50,472.6
|
|
|||
November 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
50,472.6
|
|
|||
December 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
50,472.6
|
|
|||
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
(1)
|
Excludes shares withheld to satisfy minimum statutory tax withholding requirements in connection with the net share settlement of restricted stock units.
|
(2)
|
On April 29, 2015, our Board of Directors authorized the repurchase of up to
$125.0 million
of our common stock, excluding shares withheld to satisfy minimum statutory tax withholding requirements in connection with the net share settlement of restricted stock units. The April 2015 authorization included amounts which were outstanding under our previously authorized stock repurchase programs.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
526,271
|
|
|
$
|
542,311
|
|
|
$
|
537,390
|
|
|
$
|
526,094
|
|
|
$
|
584,124
|
|
Operating income from continuing operations
|
71,756
|
|
|
83,710
|
|
|
83,333
|
|
|
64,433
|
|
|
97,173
|
|
|||||
(Loss) income from continuing operations, net of tax
|
(4,292
|
)
|
|
(13,522
|
)
|
|
21,335
|
|
|
(20,142
|
)
|
|
8,167
|
|
|||||
Loss from discontinued operations, net of tax
|
—
|
|
|
(56,222
|
)
|
|
(193,425
|
)
|
|
(14,202
|
)
|
|
(49,453
|
)
|
|||||
Net loss
|
(4,292
|
)
|
|
(69,744
|
)
|
|
(172,090
|
)
|
|
(34,344
|
)
|
|
(41,286
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic loss per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.22
|
|
|
$
|
(0.19
|
)
|
|
$
|
0.07
|
|
Discontinued operations
|
—
|
|
|
(0.61
|
)
|
|
(1.97
|
)
|
|
(0.14
|
)
|
|
(0.45
|
)
|
|||||
Basic loss per share
|
$
|
(0.05
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
(1.75
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.38
|
)
|
Diluted loss per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.22
|
|
|
$
|
(0.19
|
)
|
|
$
|
0.07
|
|
Discontinued operations
|
—
|
|
|
(0.61
|
)
|
|
(1.96
|
)
|
|
(0.14
|
)
|
|
(0.43
|
)
|
|||||
Diluted loss per share
|
$
|
(0.05
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
(1.74
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.36
|
)
|
|
December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total cash, cash equivalents and marketable securities
|
$
|
324,269
|
|
|
$
|
469,020
|
|
|
$
|
641,121
|
|
|
$
|
968,233
|
|
|
$
|
485,480
|
|
Total assets (1)
|
2,199,296
|
|
|
2,421,152
|
|
|
2,687,178
|
|
|
3,260,370
|
|
|
2,898,508
|
|
|||||
Long-term liabilities (1)
|
1,075,512
|
|
|
910,906
|
|
|
1,264,041
|
|
|
1,444,507
|
|
|
1,051,314
|
|
|||||
Total stockholders’ equity
|
1,030,565
|
|
|
1,106,264
|
|
|
1,313,216
|
|
|
1,587,421
|
|
|
1,692,752
|
|
(1)
|
In April 2015, the Financial Accounting Standards Board (the "FASB") issued guidance that generally requires unamortized debt issuance costs related to a recognized debt obligation be presented as a deduction from the carrying amount of the debt obligation. We elected to early adopt the requirements. As a result of the early adoption, unamortized debt issuance costs were generally reclassified from
Other long-term assets
to
Long-term debt, less current portion
for all periods presented. In addition, in November 2015, the FASB issued guidance that requires deferred tax assets and liabilities to be presented as noncurrent in a classified statement of financial position. We elected to early adopt the requirements and apply them retrospectively for all periods presented. As a result of the early adoption, current deferred tax assets were netted against noncurrent deferred tax liabilities for all periods presented. See Note 1 to the Consolidated Financial Statements in Part IV of this
Annual Report on Form 10-K
, which is incorporated herein by reference.
|
•
|
generating
$143.0 million
in operating cash flow from continuing operations,
|
•
|
issuing
$345.0 million
of par value of Convertible Senior Notes that mature March 1, 2020 (the “
2020 Convertible Notes
”),
|
•
|
purchasing a convertible bond call option to manage the potential dilution to earnings per share associated with the
2020 Convertible Notes
and selling a warrant for a net cost of
$33.5 million
, the combined effect of which is to increase the effective conversion price of the
2020 Convertible Notes
from
$28.9044
per share to
$40.1450
per share,
|
•
|
repurchasing
$291.0 million
of par value of our
2.625%
Convertible Senior Notes due in 2040 (the “
2040 Convertible Notes
”),
|
•
|
extinguishing our
Term Loan Facility A
due in 2019 by making
$125.0 million
in voluntary principal prepayments,
|
•
|
terminating our
$175.0 million
revolving credit facility due in 2019, and
|
•
|
repurchasing
9.5 million
shares of our common stock for
$150.2 million
.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
|||||||
Revenues
|
$
|
526,271
|
|
|
$
|
542,311
|
|
|
$
|
(16,040
|
)
|
|
(3
|
)%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of revenues, excluding amortization of intangible assets
|
102,970
|
|
|
107,253
|
|
|
(4,283
|
)
|
|
(4
|
)%
|
|||
Research and development
|
100,627
|
|
|
107,114
|
|
|
(6,487
|
)
|
|
(6
|
)%
|
|||
Selling, general and administrative
|
154,448
|
|
|
138,368
|
|
|
16,080
|
|
|
12
|
%
|
|||
Depreciation
|
17,410
|
|
|
17,540
|
|
|
(130
|
)
|
|
(1
|
)%
|
|||
Amortization of intangible assets
|
76,982
|
|
|
77,887
|
|
|
(905
|
)
|
|
(1
|
)%
|
|||
Restructuring and asset impairment charges
|
2,160
|
|
|
10,939
|
|
|
(8,779
|
)
|
|
(80
|
)%
|
|||
Gain on sale of patents
|
(82
|
)
|
|
(500
|
)
|
|
418
|
|
|
(84
|
)%
|
|||
Total costs and expenses
|
454,515
|
|
|
458,601
|
|
|
(4,086
|
)
|
|
(1
|
)%
|
|||
Operating income from continuing operations
|
71,756
|
|
|
83,710
|
|
|
(11,954
|
)
|
|
(14
|
)%
|
|||
Interest expense
|
(46,826
|
)
|
|
(54,768
|
)
|
|
7,942
|
|
|
(15
|
)%
|
|||
Interest income and other, net
|
716
|
|
|
4,069
|
|
|
(3,353
|
)
|
|
(82
|
)%
|
|||
Loss on interest rate swaps
|
(13,368
|
)
|
|
(17,874
|
)
|
|
4,506
|
|
|
(25
|
)%
|
|||
Loss on debt extinguishment
|
(2,815
|
)
|
|
(5,159
|
)
|
|
2,344
|
|
|
(45
|
)%
|
|||
Loss on debt modification
|
—
|
|
|
(3,775
|
)
|
|
3,775
|
|
|
(100
|
)%
|
|||
Income from continuing operations before income taxes
|
9,463
|
|
|
6,203
|
|
|
3,260
|
|
|
53
|
%
|
|||
Income tax expense
|
13,755
|
|
|
19,725
|
|
|
(5,970
|
)
|
|
(30
|
)%
|
|||
Loss from continuing operations, net of tax
|
(4,292
|
)
|
|
(13,522
|
)
|
|
9,230
|
|
|
(68
|
)%
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
(56,222
|
)
|
|
56,222
|
|
|
(100
|
)%
|
|||
Net loss
|
$
|
(4,292
|
)
|
|
$
|
(69,744
|
)
|
|
$
|
65,452
|
|
|
(94
|
)%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
|||||||
Service Provider
|
$
|
216,777
|
|
|
$
|
200,799
|
|
|
$
|
15,978
|
|
|
8
|
%
|
Consumer Electronics
|
65,045
|
|
|
84,359
|
|
|
(19,314
|
)
|
|
(23
|
)%
|
|||
Intellectual Property Licensing Revenues
|
281,822
|
|
|
285,158
|
|
|
(3,336
|
)
|
|
(1
|
)%
|
|||
Adjusted Operating Expenses
|
60,926
|
|
|
59,810
|
|
|
1,116
|
|
|
2
|
%
|
|||
Adjusted EBITDA
|
$
|
220,896
|
|
|
$
|
225,348
|
|
|
$
|
(4,452
|
)
|
|
(2
|
)%
|
Adjusted EBITDA Margin
|
78.4
|
%
|
|
79.0
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
|||||||
Service Provider
|
$
|
200,985
|
|
|
$
|
204,877
|
|
|
$
|
(3,892
|
)
|
|
(2
|
)%
|
Consumer Electronics
|
21,785
|
|
|
22,342
|
|
|
(557
|
)
|
|
(2
|
)%
|
|||
Other
|
21,679
|
|
|
29,934
|
|
|
(8,255
|
)
|
|
(28
|
)%
|
|||
Product Revenues
|
244,449
|
|
|
257,153
|
|
|
(12,704
|
)
|
|
(5
|
)%
|
|||
Adjusted Operating Expenses
|
195,364
|
|
|
197,405
|
|
|
(2,041
|
)
|
|
(1
|
)%
|
|||
Adjusted EBITDA
|
$
|
49,085
|
|
|
$
|
59,748
|
|
|
$
|
(10,663
|
)
|
|
(18
|
)%
|
Adjusted EBITDA Margin
|
20.1
|
%
|
|
23.2
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
||||||
Adjusted Operating Expenses
|
$
|
54,681
|
|
|
$
|
51,737
|
|
|
2,944
|
|
|
6
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
Change $
|
|
Change %
|
|||||||
Revenues
|
$
|
542,311
|
|
|
$
|
537,390
|
|
|
$
|
4,921
|
|
|
1
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|||||||
Cost of revenues, excluding amortization of intangible assets
|
107,253
|
|
|
96,361
|
|
|
10,892
|
|
|
11
|
%
|
|||
Research and development
|
107,114
|
|
|
111,326
|
|
|
(4,212
|
)
|
|
(4
|
)%
|
|||
Selling, general and administrative
|
138,368
|
|
|
147,544
|
|
|
(9,176
|
)
|
|
(6
|
)%
|
|||
Depreciation
|
17,540
|
|
|
16,775
|
|
|
765
|
|
|
5
|
%
|
|||
Amortization of intangible assets
|
77,887
|
|
|
74,413
|
|
|
3,474
|
|
|
5
|
%
|
|||
Restructuring and asset impairment charges
|
10,939
|
|
|
7,638
|
|
|
3,301
|
|
|
43
|
%
|
|||
Gain on sale of patents
|
(500
|
)
|
|
—
|
|
|
(500
|
)
|
|
N/A
|
|
|||
Total costs and expenses
|
458,601
|
|
|
454,057
|
|
|
4,544
|
|
|
1
|
%
|
|||
Operating income from continuing operations
|
83,710
|
|
|
83,333
|
|
|
377
|
|
|
—
|
%
|
|||
Interest expense
|
(54,768
|
)
|
|
(62,019
|
)
|
|
7,251
|
|
|
(12
|
)%
|
|||
Interest income and other, net
|
4,069
|
|
|
2,775
|
|
|
1,294
|
|
|
47
|
%
|
|||
(Loss) income on interest rate swaps
|
(17,874
|
)
|
|
2,898
|
|
|
(20,772
|
)
|
|
(717
|
)%
|
|||
Loss on debt extinguishment
|
(5,159
|
)
|
|
(2,761
|
)
|
|
(2,398
|
)
|
|
87
|
%
|
|||
Loss on debt modification
|
(3,775
|
)
|
|
(1,351
|
)
|
|
(2,424
|
)
|
|
179
|
%
|
|||
Income from continuing operations before income taxes
|
6,203
|
|
|
22,875
|
|
|
(16,672
|
)
|
|
(73
|
)%
|
|||
Income tax expense
|
19,725
|
|
|
1,540
|
|
|
18,185
|
|
|
1,181
|
%
|
|||
(Loss) income from continuing operations, net of tax
|
(13,522
|
)
|
|
21,335
|
|
|
(34,857
|
)
|
|
(163
|
)%
|
|||
Loss from discontinued operations, net of tax
|
(56,222
|
)
|
|
(193,425
|
)
|
|
137,203
|
|
|
(71
|
)%
|
|||
Net loss
|
$
|
(69,744
|
)
|
|
$
|
(172,090
|
)
|
|
$
|
102,346
|
|
|
(59
|
)%
|
|
Year Ended December 31,
|
|
|
|
|
||||||||
|
2014
|
|
2013
|
|
Change $
|
|
Change %
|
||||||
Service Provider
|
$
|
200,799
|
|
|
$
|
194,324
|
|
|
6,475
|
|
|
3
|
%
|
Consumer Electronics
|
84,359
|
|
|
98,886
|
|
|
(14,527
|
)
|
|
(15
|
)%
|
||
Intellectual Property Licensing Revenues
|
285,158
|
|
|
293,210
|
|
|
(8,052
|
)
|
|
(3
|
)%
|
||
Adjusted Operating Expenses
|
59,810
|
|
|
57,957
|
|
|
1,853
|
|
|
3
|
%
|
||
Adjusted EBITDA
|
$
|
225,348
|
|
|
$
|
235,253
|
|
|
(9,905
|
)
|
|
(4
|
)%
|
Adjusted EBITDA Margin
|
79.0
|
%
|
|
80.2
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||
|
2014
|
|
2013
|
|
Change $
|
|
Change %
|
||||||
Service Provider
|
$
|
204,877
|
|
|
$
|
187,065
|
|
|
17,812
|
|
|
10
|
%
|
Consumer Electronics
|
22,342
|
|
|
27,262
|
|
|
(4,920
|
)
|
|
(18
|
)%
|
||
Other
|
29,934
|
|
|
29,853
|
|
|
81
|
|
|
—
|
%
|
||
Product Revenues
|
257,153
|
|
|
244,180
|
|
|
12,973
|
|
|
5
|
%
|
||
Adjusted Operating Expenses
|
197,405
|
|
|
186,787
|
|
|
10,618
|
|
|
6
|
%
|
||
Adjusted EBITDA
|
$
|
59,748
|
|
|
$
|
57,393
|
|
|
2,355
|
|
|
4
|
%
|
Adjusted EBITDA Margin
|
23.2
|
%
|
|
23.5
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
|
||||||||
|
2014
|
|
2013
|
|
Change $
|
|
Change %
|
||||||
Adjusted Operating Expenses
|
$
|
51,737
|
|
|
$
|
53,666
|
|
|
(1,929
|
)
|
|
(4
|
)%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2015
|
|
2014
|
|
Change $
|
|
Change %
|
|||||||
Continuing Operations:
|
|
|
|
|
|
|
|
|||||||
Net cash provided by operating activities
|
$
|
143,020
|
|
|
$
|
190,701
|
|
|
$
|
(47,681
|
)
|
|
(25
|
)%
|
Net cash provided by investing activities
|
77,559
|
|
|
93,729
|
|
|
(16,170
|
)
|
|
(17
|
)%
|
|||
Net cash used in financing activities
|
(272,852
|
)
|
|
(279,764
|
)
|
|
6,912
|
|
|
(2
|
)%
|
|||
Net cash used in discontinued operations
|
(194
|
)
|
|
(5,872
|
)
|
|
5,678
|
|
|
(97
|
)%
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(426
|
)
|
|
(713
|
)
|
|
287
|
|
|
(40
|
)%
|
|||
Net decrease in cash and cash equivalents
|
$
|
(52,893
|
)
|
|
$
|
(1,919
|
)
|
|
$
|
(50,974
|
)
|
|
2,656
|
%
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
Change $
|
|
Change %
|
|||||||
Continuing Operations:
|
|
|
|
|
|
|
|
|||||||
Net cash provided by operating activities
|
$
|
190,701
|
|
|
$
|
204,990
|
|
|
$
|
(14,289
|
)
|
|
(7
|
)%
|
Net cash provided by investing activities
|
93,729
|
|
|
154,077
|
|
|
(60,348
|
)
|
|
(39
|
)%
|
|||
Net cash used in financing activities
|
(279,764
|
)
|
|
(475,171
|
)
|
|
195,407
|
|
|
(41
|
)%
|
|||
Net cash used in discontinued operations
|
(5,872
|
)
|
|
(11,025
|
)
|
|
5,153
|
|
|
(47
|
)%
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(713
|
)
|
|
(1,736
|
)
|
|
1,023
|
|
|
(59
|
)%
|
|||
Net decrease in cash and cash equivalents
|
$
|
(1,919
|
)
|
|
$
|
(128,865
|
)
|
|
$
|
126,946
|
|
|
(99
|
)%
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Outstanding Principal
|
|
Carrying Amount
|
|
Outstanding Principal
|
|
Carrying Amount
|
||||||||
2020 Convertible Notes
|
$
|
345,000
|
|
|
$
|
284,241
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan Facility A
|
—
|
|
|
—
|
|
|
125,000
|
|
|
123,541
|
|
||||
Term Loan Facility B
|
689,500
|
|
|
682,915
|
|
|
696,500
|
|
|
688,823
|
|
||||
2040 Convertible Notes
|
—
|
|
|
—
|
|
|
290,990
|
|
|
288,883
|
|
||||
Total
|
$
|
1,034,500
|
|
|
$
|
967,156
|
|
|
$
|
1,112,490
|
|
|
$
|
1,101,247
|
|
•
|
during any calendar quarter commencing after the calendar quarter ending on June 30, 2015 (and only during such calendar quarter), if the last reported sale price of our common stock for at least
20
trading days (whether or not consecutive) during the period of
30
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130%
of the conversion price on each applicable trading day;
|
•
|
during the
five
business day period after any
ten
consecutive trading day period in which the trading price per
$1,000
of principal of
2020 Convertible Notes
for each trading day was less than
98%
of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or
|
•
|
on the occurrence of specified corporate events.
|
•
|
significant deterioration in general economic, industry or market conditions;
|
•
|
significant adverse developments in cost factors;
|
•
|
significant deterioration in actual or expected financial performance or operating results;
|
•
|
significant adverse changes in legal factors or in the business climate, including adverse regulatory actions or assessments; and
|
•
|
significant sustained decrease in share price.
|
|
Payments due by period
|
||||||||||||||||||
Contractual Obligations (1)
|
Total
|
|
2016
|
|
2017 - 2018
|
|
2019 - 2020
|
|
Thereafter
|
||||||||||
Long-term debt (2)
|
$
|
1,034,500
|
|
|
$
|
7,000
|
|
|
$
|
14,000
|
|
|
$
|
359,000
|
|
|
$
|
654,500
|
|
Interest on long-term debt (2, 3)
|
148,207
|
|
|
27,912
|
|
|
54,882
|
|
|
52,954
|
|
|
12,459
|
|
|||||
Purchase obligations
|
8,567
|
|
|
5,647
|
|
|
2,920
|
|
|
—
|
|
|
—
|
|
|||||
Operating lease commitments (4)
|
96,821
|
|
|
18,262
|
|
|
25,572
|
|
|
17,755
|
|
|
35,232
|
|
|||||
|
$
|
1,288,095
|
|
|
$
|
58,821
|
|
|
$
|
97,374
|
|
|
$
|
429,709
|
|
|
$
|
702,191
|
|
(1)
|
Due to uncertainty about the periods in which tax examinations will be completed and limited information related to ongoing audits, we are unable to reliably estimate the timing of cash payments and settlements associated with liabilities for unrecognized tax benefits; therefore, no amounts related to these obligations have been included.
|
(2)
|
The
2020 Convertible Notes
are presented based on the date they can be freely converted by holders, which is
December 1, 2019
. However, the
2020 Convertible Notes
may be converted by holders prior to
December 1, 2019
in certain circumstances. For additional information, see Note 9 to the
Consolidated Financial Statements
included in Part IV of this
Annual Report on Form 10-K
, which is incorporated herein by reference.
|
(3)
|
Interest on
Term Loan Facility B
is presented based on the interest rate in effect as of
December 31, 2015
. For additional information, see Note 9 to the
Consolidated Financial Statements
included in Part IV of this
Annual Report on Form 10-K
, which is incorporated herein by reference.
|
(4)
|
Operating leases in the above table have been included on a gross basis. The Company has agreements to receive approximately
$10.6 million
under operating subleases from 2016 to
2019
.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
(a)
|
The following documents are filed as part of this report:
|
|
|
|
Page
|
●
|
Report of Independent Registered Public Accounting Firm
|
|
F-2
|
●
|
Consolidated Balance Sheets
|
|
F-3
|
●
|
Consolidated Statements of Operations
|
|
F-4
|
●
|
Consolidated Statements of Comprehensive Loss
|
|
F-5
|
●
|
Consolidated Statements of Stockholders’ Equity
|
|
F-6
|
●
|
Consolidated Statements of Cash Flows
|
|
F-7
|
●
|
Notes to Consolidated Financial Statements
|
|
F-8
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
Filing
Date
|
|
Exhibit
Number
|
|
Filed Herewith
|
2.01
|
|
Agreement and Plan of Mergers, dated as of December 6, 2007, among Macrovision Corporation, Saturn Holding Corp, Galaxy Merger Sub, Inc., Mars Merger Sub, Inc. and Gemstar-TV Guide International, Inc
|
|
8-K
|
|
5/5/08
|
|
2.1
|
|
|
2.02
|
|
Agreement and Plan of Merger, dated February 21, 2014, by and among Rovi Corporation, Victory Acquisition Corp., Veveo, Inc., and Paul Ferri, who will serve as the representative of the Veveo, Inc. stockholders and optionholders.*
|
|
8-K
|
|
2/24/14
|
|
2.1
|
|
|
2.03
|
|
Agreement and Plan of Merger dated as of October 30, 2014 by and among Rovi Corporation, Firestone Acquisition Corp., Fanhattan, Inc., and Fortis Advisors LLC as the Stockholders’ Representative*
|
|
8-K
|
|
12/08/14
|
|
2.1
|
|
|
3.01
|
|
Certificate of Incorporation of Rovi Corporation, as amended, on July 15, 2009
|
|
10-Q
|
|
8/6/09
|
|
3.01
|
|
|
3.02
|
|
Amended and restated Bylaws of Rovi Corporation (as amended and restated on February 11, 2014)
|
|
10-K
|
|
2/12/14
|
|
3.02
|
|
|
4.01
|
|
Form of Common Stock Certificate
|
|
S-3
|
|
7/15/08
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
Filing
Date
|
|
Exhibit
Number
|
|
Filed Herewith
|
4.02
|
|
Credit Agreement, dated as of July 2, 2014, among Rovi Guides, Inc. and Rovi Solutions Corporation, as borrowers, Rovi Corporation, as parent guarantor, the subsidiary guarantors, the lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Fifth Third Bank and SunTrust Robinson Humphrey, Inc., as joint bookrunners and lead arrangers, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent
|
|
8-K
|
|
7/3/14
|
|
10.1
|
|
|
4.03
|
|
Indenture, dated as of March 4, 2015, by and between the Company and U.S. Bank National Association as trustee
|
|
8-K
|
|
3/4/15
|
|
4.1
|
|
|
4.04
|
|
Form of Note representing the Rovi Corporation 0.500% Convertible Senior Notes due 2020 (included in the Indenture referenced in Exhibit 4.03)
|
|
8-K
|
|
3/4/15
|
|
4.2
|
|
|
10.01
|
|
Rovi Corporation 2008 Equity Incentive Plan, as amended**
|
|
8-K
|
|
5/2/14
|
|
10.1
|
|
|
10.02
|
|
Rovi Corporation 2008 Employee Stock Purchase Plan**
|
|
S-8
|
|
7/23/08
|
|
10.02
|
|
|
10.03
|
|
Rovi Corporation 2000 Equity Incentive Plan**
|
|
DEF14A
|
|
3/16/06
|
|
Annex A
|
|
|
10.04
|
|
Form of Notice of Stock Option Grant/Nonstatutory Stock Option Agreement pursuant to 2008 Equity Incentive Plan**
|
|
|
|
|
|
|
|
X
|
10.05
|
|
Form of Notice of Restricted Stock Award/Restricted Stock Award Agreement pursuant to 2008 Equity Incentive Plan**
|
|
|
|
|
|
|
|
X
|
10.06
|
|
Form of Notice of Restricted Stock Award/Restricted Stock Award Agreement (Director grant form for one year vest) pursuant to 2008 Equity Incentive Plan**
|
|
|
|
|
|
|
|
X
|
10.07
|
|
Form of Notice of Restricted Stock Award/Restricted Stock Award Agreement (Director grant form for three year vest) pursuant to 2008 Equity Incentive Plan**
|
|
|
|
|
|
|
|
X
|
10.08
|
|
Form of Notice of Restricted Stock Unit/Restricted Stock Unit Agreement pursuant to 2008 Equity Incentive Plan**
|
|
|
|
|
|
|
|
X
|
10.09
|
|
2015 Senior Executive Company Incentive Plan**
|
|
8-K
|
|
2/20/15
|
|
10.1
|
|
|
10.10
|
|
Lease Between WB Airport Technology, L.L.C. (“Landlord”) and Macrovision Corporation (“Tenant”) dated August 2, 2001
|
|
10-Q
|
|
11/13/01
|
|
10.39
|
|
|
10.11
|
|
First Amendment to Lease between WB Airport Technology, L.L.C. (“Landlord”) and Macrovision Corporation (“Tenant”) dated December 13, 2004
|
|
10-K
|
|
3/31/05
|
|
10.09
|
|
|
10.12
|
|
Second Amendment to Lease between WB Airport Technology, L.L.C. (“Landlord”) and Macrovision Corporation (“Tenant”) dated December 13, 2004
|
|
10-K
|
|
3/31/05
|
|
10.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
Filing
Date
|
|
Exhibit
Number
|
|
Filed Herewith
|
10.13
|
|
Lease between WB Airport Technology, L.L.C. (“Landlord”) and Macrovision Corporation (“Tenant”) dated December 13, 2004
|
|
10-K
|
|
3/31/05
|
|
10.11
|
|
|
10.14
|
|
Lease between GC Net Lease (San Carlos) Investors, LLC and Rovi Corporation, dated June 26, 2015
|
|
10-Q
|
|
7/30/15
|
|
10.01
|
|
|
10.15
|
|
Offer letter to Thomas Carson dated December 14, 2011**
|
|
8-K
|
|
12/16/11
|
|
10.1
|
|
|
10.16
|
|
Amended and Restated Executive Severance and Arbitration Agreement with Thomas Carson dated December 14, 2011**
|
|
8-K
|
|
12/16/11
|
|
10.2
|
|
|
10.17
|
|
Offer letter to John Burke dated February 25, 2014**
|
|
8-K
|
|
03/13/14
|
|
10.1
|
|
|
10.18
|
|
Executive Severance and Arbitration Agreement with John Burke effective March 18, 2014**
|
|
8-K
|
|
03/13/14
|
|
10.2
|
|
|
10.19
|
|
Executive Succession Planning Agreement dated May 25, 2011 by and between Alfred J. Amoroso and Rovi Corporation**
|
|
8-K
|
|
5/25/11
|
|
10.1
|
|
|
10.20
|
|
Form of Indemnification Agreement entered into by Rovi Corporation with each of its directors and executive officers
|
|
10-K
|
|
3/2/09
|
|
10.15
|
|
|
10.21
|
|
Form of Executive Severance and Arbitration Agreement **
|
|
10-K
|
|
2/12/14
|
|
10.22
|
|
|
21.01
|
|
List of subsidiaries
|
|
|
|
|
|
|
|
X
|
23.01
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
X
|
31.01
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
X
|
31.02
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
X
|
32.01
|
|
Certification of Chief Executive Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
***
|
32.02
|
|
Certification of Chief Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
***
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
X
|
**
|
Management contract or compensatory plan or arrangement.
|
***
|
Furnished herewith.
|
|
ROVI CORPORATION
|
|
|
|
|
|
By:
|
/s/ Thomas Carson
|
|
|
Thomas Carson
|
|
|
President and Chief Executive Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
Principal Executive Officer:
|
|
|
|
|
|
|
|
|
|
/s/ Thomas Carson
|
|
President, Chief Executive Officer and Director
|
|
February 11, 2016
|
Thomas Carson
|
|
|
|
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
|
|
|
|
|
/s/ Peter C. Halt
|
|
Chief Financial Officer
|
|
February 11, 2016
|
Peter C. Halt
|
|
|
|
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
|
|
|
|
|
/s/ Wesley Gutierrez
|
|
Chief Accounting Officer and Treasurer
|
|
February 11, 2016
|
Wesley Gutierrez
|
|
|
|
|
|
|
|
|
|
Additional Directors:
|
|
|
|
|
|
|
|
|
|
/s/ James E. Meyer
|
|
Chairman of the Board of Directors
|
|
February 11, 2016
|
James E. Meyer
|
|
|
|
|
|
|
|
|
|
/s/ Alan L. Earhart
|
|
Director
|
|
February 11, 2016
|
Alan L. Earhart
|
|
|
|
|
|
|
|
|
|
/s/ Eddy W. Hartenstein
|
|
Director
|
|
February 11, 2016
|
Eddy W. Hartenstein
|
|
|
|
|
|
|
|
|
|
/s/ N. Steven Lucas
|
|
Director
|
|
February 11, 2016
|
N. Steven Lucas
|
|
|
|
|
|
|
|
|
|
/s/ Ruthann Quindlen
|
|
Director
|
|
February 11, 2016
|
Ruthann Quindlen
|
|
|
|
|
|
|
|
|
|
/s/ Raghavendra Rau
|
|
Director
|
|
February 11, 2016
|
Raghavendra Rau
|
|
|
|
|
|
|
|
|
|
/s/ Glenn W. Welling
|
|
Director
|
|
February 11, 2016
|
Glenn W. Welling
|
|
|
|
|
|
|
|
|
|
|
|
|
PAGE
|
|
|
|
|||
|
|
|
||
|
|
|||
|
|
|
||
|
|
|||
|
|
|
||
|
|
|||
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|||
|
|
|
||
|
|
|||
|
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
101,675
|
|
|
$
|
154,568
|
|
Short-term marketable securities
|
107,879
|
|
|
183,074
|
|
||
Accounts receivable, net
|
87,128
|
|
|
83,514
|
|
||
Prepaid expenses and other current assets
|
14,191
|
|
|
12,851
|
|
||
Total current assets
|
310,873
|
|
|
434,007
|
|
||
Long-term marketable securities
|
114,715
|
|
|
131,378
|
|
||
Property and equipment, net
|
34,984
|
|
|
37,227
|
|
||
Intangible assets, net
|
386,742
|
|
|
463,348
|
|
||
Goodwill
|
1,343,652
|
|
|
1,343,652
|
|
||
Other long-term assets
|
8,330
|
|
|
11,540
|
|
||
Total assets
|
$
|
2,199,296
|
|
|
$
|
2,421,152
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
74,113
|
|
|
$
|
83,208
|
|
Deferred revenue
|
12,106
|
|
|
18,399
|
|
||
Current portion of long-term debt
|
7,000
|
|
|
302,375
|
|
||
Total current liabilities
|
93,219
|
|
|
403,982
|
|
||
Taxes payable, less current portion
|
5,332
|
|
|
10,100
|
|
||
Deferred revenue, less current portion
|
9,414
|
|
|
15,722
|
|
||
Long-term debt, less current portion
|
960,156
|
|
|
798,872
|
|
||
Deferred tax liabilities, net
|
66,116
|
|
|
62,198
|
|
||
Other long-term liabilities
|
34,494
|
|
|
24,014
|
|
||
Total liabilities
|
1,168,731
|
|
|
1,314,888
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 250,000 shares authorized; 131,052 shares issued and 82,647 shares outstanding as of December 31, 2015, and 130,627 shares issued and 91,729 shares outstanding as of December 31, 2014
|
131
|
|
|
131
|
|
||
Treasury stock, 48,405 shares and 38,898 shares at December 31, 2015 and December 31, 2014, respectively, at cost
|
(1,163,533
|
)
|
|
(1,013,218
|
)
|
||
Additional paid-in capital
|
2,419,921
|
|
|
2,339,817
|
|
||
Accumulated other comprehensive loss
|
(6,503
|
)
|
|
(5,307
|
)
|
||
Accumulated deficit
|
(219,451
|
)
|
|
(215,159
|
)
|
||
Total stockholders’ equity
|
1,030,565
|
|
|
1,106,264
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,199,296
|
|
|
$
|
2,421,152
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
526,271
|
|
|
$
|
542,311
|
|
|
$
|
537,390
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues, excluding amortization of intangible assets
|
102,970
|
|
|
107,253
|
|
|
96,361
|
|
|||
Research and development
|
100,627
|
|
|
107,114
|
|
|
111,326
|
|
|||
Selling, general and administrative
|
154,448
|
|
|
138,368
|
|
|
147,544
|
|
|||
Depreciation
|
17,410
|
|
|
17,540
|
|
|
16,775
|
|
|||
Amortization of intangible assets
|
76,982
|
|
|
77,887
|
|
|
74,413
|
|
|||
Restructuring and asset impairment charges
|
2,160
|
|
|
10,939
|
|
|
7,638
|
|
|||
Gain on sale of patents
|
(82
|
)
|
|
(500
|
)
|
|
—
|
|
|||
Total costs and expenses
|
454,515
|
|
|
458,601
|
|
|
454,057
|
|
|||
Operating income from continuing operations
|
71,756
|
|
|
83,710
|
|
|
83,333
|
|
|||
Interest expense
|
(46,826
|
)
|
|
(54,768
|
)
|
|
(62,019
|
)
|
|||
Interest income and other, net
|
716
|
|
|
4,069
|
|
|
2,775
|
|
|||
(Loss) income on interest rate swaps
|
(13,368
|
)
|
|
(17,874
|
)
|
|
2,898
|
|
|||
Loss on debt extinguishment
|
(2,815
|
)
|
|
(5,159
|
)
|
|
(2,761
|
)
|
|||
Loss on debt modification
|
—
|
|
|
(3,775
|
)
|
|
(1,351
|
)
|
|||
Income from continuing operations before income taxes
|
9,463
|
|
|
6,203
|
|
|
22,875
|
|
|||
Income tax expense
|
13,755
|
|
|
19,725
|
|
|
1,540
|
|
|||
(Loss) income from continuing operations, net of tax
|
(4,292
|
)
|
|
(13,522
|
)
|
|
21,335
|
|
|||
Loss from discontinued operations, net of tax
|
—
|
|
|
(56,222
|
)
|
|
(193,425
|
)
|
|||
Net loss
|
$
|
(4,292
|
)
|
|
$
|
(69,744
|
)
|
|
$
|
(172,090
|
)
|
|
|
|
|
|
|
||||||
Basic loss per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.22
|
|
Discontinued operations
|
—
|
|
|
(0.61
|
)
|
|
(1.97
|
)
|
|||
Basic loss per share
|
$
|
(0.05
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
(1.75
|
)
|
Weighted average shares used in computing basic loss per share
|
84,133
|
|
|
91,654
|
|
|
98,371
|
|
|||
Diluted loss per share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
0.22
|
|
Discontinued operations
|
—
|
|
|
(0.61
|
)
|
|
(1.96
|
)
|
|||
Diluted loss per share
|
$
|
(0.05
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
(1.74
|
)
|
Weighted average shares used in computing diluted loss per share
|
84,133
|
|
|
91,654
|
|
|
99,092
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net loss
|
$
|
(4,292
|
)
|
|
$
|
(69,744
|
)
|
|
$
|
(172,090
|
)
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(377
|
)
|
|
(1,557
|
)
|
|
(3,237
|
)
|
|||
Unrealized (losses) gains on marketable securities
|
(819
|
)
|
|
249
|
|
|
613
|
|
|||
Other comprehensive loss, net of tax
|
(1,196
|
)
|
|
(1,308
|
)
|
|
(2,624
|
)
|
|||
Comprehensive loss
|
$
|
(5,488
|
)
|
|
$
|
(71,052
|
)
|
|
$
|
(174,714
|
)
|
|
Common stock
|
|
Treasury stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balances as of December 31, 2012
|
124,796
|
|
|
$
|
125
|
|
|
(21,421
|
)
|
|
$
|
(634,571
|
)
|
|
$
|
2,196,567
|
|
|
$
|
(1,375
|
)
|
|
$
|
26,675
|
|
|
$
|
1,587,421
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(172,090
|
)
|
|
(172,090
|
)
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
$
|
(2,624
|
)
|
|
|
|
(2,624
|
)
|
|||||||||||
Issuance of common stock on exercise of options
|
300
|
|
|
—
|
|
|
|
|
|
|
4,327
|
|
|
|
|
|
|
4,327
|
|
||||||||||
Issuance of common stock under employee stock purchase plan
|
1,237
|
|
|
1
|
|
|
|
|
|
|
14,241
|
|
|
|
|
|
|
14,242
|
|
||||||||||
Issuance of restricted stock, net
|
2,018
|
|
|
2
|
|
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
|
|
|
|
64,226
|
|
|
|
|
|
|
64,226
|
|
||||||||||||
Tax cost associated with stock plans
|
|
|
|
|
|
|
|
|
(163
|
)
|
|
|
|
|
|
(163
|
)
|
||||||||||||
Stock repurchases
|
|
|
|
|
(9,149
|
)
|
|
(182,123
|
)
|
|
|
|
|
|
|
|
(182,123
|
)
|
|||||||||||
Balances as of December 31, 2013
|
128,351
|
|
|
$
|
128
|
|
|
(30,570
|
)
|
|
$
|
(816,694
|
)
|
|
$
|
2,279,196
|
|
|
$
|
(3,999
|
)
|
|
$
|
(145,415
|
)
|
|
1,313,216
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(69,744
|
)
|
|
(69,744
|
)
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(1,308
|
)
|
|
|
|
(1,308
|
)
|
||||||||||||
Issuance of common stock on exercise of options
|
320
|
|
|
1
|
|
|
|
|
|
|
5,218
|
|
|
|
|
|
|
5,219
|
|
||||||||||
Issuance of common stock under employee stock purchase plan
|
1,043
|
|
|
1
|
|
|
|
|
|
|
12,573
|
|
|
|
|
|
|
12,574
|
|
||||||||||
Issuance of restricted stock, net
|
913
|
|
|
1
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
|
|
|
|
42,710
|
|
|
|
|
|
|
42,710
|
|
||||||||||||
Excess tax benefit associated with stock plans
|
|
|
|
|
|
|
|
|
121
|
|
|
|
|
|
|
121
|
|
||||||||||||
Stock repurchases
|
|
|
|
|
(8,328
|
)
|
|
(196,524
|
)
|
|
|
|
|
|
|
|
(196,524
|
)
|
|||||||||||
Balances as of December 31, 2014
|
130,627
|
|
|
$
|
131
|
|
|
(38,898
|
)
|
|
$
|
(1,013,218
|
)
|
|
$
|
2,339,817
|
|
|
$
|
(5,307
|
)
|
|
$
|
(215,159
|
)
|
|
$
|
1,106,264
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,292
|
)
|
|
(4,292
|
)
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
(1,196
|
)
|
|
|
|
(1,196
|
)
|
||||||||||||
Issuance of common stock on exercise of options
|
87
|
|
|
—
|
|
|
|
|
|
|
1,497
|
|
|
|
|
|
|
1,497
|
|
||||||||||
Issuance of common stock under employee stock purchase plan
|
543
|
|
|
—
|
|
|
|
|
|
|
7,290
|
|
|
|
|
|
|
7,290
|
|
||||||||||
Cancellation of restricted stock, net
|
(205
|
)
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
|
|
|
|
|
|
|
42,647
|
|
|
|
|
|
|
42,647
|
|
||||||||||||
Excess tax benefit associated with stock plans
|
|
|
|
|
|
|
|
|
52
|
|
|
|
|
|
|
52
|
|
||||||||||||
Equity component related to issuance of 2020 Convertible Notes
|
|
|
|
|
|
|
|
|
63,854
|
|
|
|
|
|
|
63,854
|
|
||||||||||||
Equity component related to 2020 Convertible Notes issuance costs
|
|
|
|
|
|
|
|
|
(1,737
|
)
|
|
|
|
|
|
(1,737
|
)
|
||||||||||||
Issuance of warrants related to 2020 Convertible Notes
|
|
|
|
|
|
|
|
|
31,326
|
|
|
|
|
|
|
31,326
|
|
||||||||||||
Purchase of call options related to 2020 Convertible Notes
|
|
|
|
|
|
|
|
|
(64,825
|
)
|
|
|
|
|
|
(64,825
|
)
|
||||||||||||
Stock repurchases
|
|
|
|
|
(9,492
|
)
|
|
(150,168
|
)
|
|
|
|
|
|
|
|
(150,168
|
)
|
|||||||||||
Withholding taxes related to net share settlement of restricted stock units
|
|
|
|
|
(15
|
)
|
|
(147
|
)
|
|
|
|
|
|
|
|
(147
|
)
|
|||||||||||
Balances as of December 31, 2015
|
131,052
|
|
|
$
|
131
|
|
|
(48,405)
|
|
|
$
|
(1,163,533
|
)
|
|
$
|
2,419,921
|
|
|
$
|
(6,503
|
)
|
|
$
|
(219,451
|
)
|
|
$
|
1,030,565
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(4,292
|
)
|
|
$
|
(69,744
|
)
|
|
$
|
(172,090
|
)
|
Adjustments to reconcile net loss to net cash provided by operations:
|
|
|
|
|
|
||||||
Loss from discontinued operations, net of tax
|
—
|
|
|
56,222
|
|
|
193,425
|
|
|||
Depreciation
|
17,410
|
|
|
17,540
|
|
|
16,775
|
|
|||
Amortization of intangible assets
|
76,982
|
|
|
77,887
|
|
|
74,413
|
|
|||
Asset impairment charge
|
—
|
|
|
1,213
|
|
|
4,391
|
|
|||
Amortization of convertible note discount and note issuance costs
|
13,864
|
|
|
17,330
|
|
|
17,931
|
|
|||
Decrease in fair value of interest rate swaps, net of settlements
|
8,869
|
|
|
9,845
|
|
|
3,173
|
|
|||
Loss on debt extinguishment
|
2,815
|
|
|
5,159
|
|
|
2,761
|
|
|||
Loss on debt modification
|
—
|
|
|
3,775
|
|
|
1,351
|
|
|||
Equity-based compensation
|
42,647
|
|
|
42,017
|
|
|
54,661
|
|
|||
Deferred income taxes
|
4,409
|
|
|
(3,042
|
)
|
|
(1,051
|
)
|
|||
Other operating, net
|
4,383
|
|
|
2,583
|
|
|
11,557
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(4,214
|
)
|
|
20,467
|
|
|
(11,491
|
)
|
|||
Prepaid expenses and other current assets and other long-term assets
|
(323
|
)
|
|
2,954
|
|
|
12,412
|
|
|||
Accounts payable and accrued expenses and other long-term liabilities
|
(4,119
|
)
|
|
(17,752
|
)
|
|
2,075
|
|
|||
Accrued income taxes
|
(2,810
|
)
|
|
4,942
|
|
|
(3,560
|
)
|
|||
Deferred revenue
|
(12,601
|
)
|
|
19,305
|
|
|
(1,743
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
143,020
|
|
|
190,701
|
|
|
204,990
|
|
|||
Net cash used in operating activities of discontinued operations
|
(194
|
)
|
|
(5,872
|
)
|
|
(9,651
|
)
|
|||
Net cash provided by operating activities
|
142,826
|
|
|
184,829
|
|
|
195,339
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Payments for short- and long-term marketable securities
|
(210,757
|
)
|
|
(303,593
|
)
|
|
(664,364
|
)
|
|||
Proceeds from sales or maturities of short- and long-term marketable securities
|
299,598
|
|
|
469,519
|
|
|
855,113
|
|
|||
Payments for property and equipment
|
(11,293
|
)
|
|
(23,392
|
)
|
|
(19,067
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
—
|
|
|
(70,272
|
)
|
|
(10,000
|
)
|
|||
Payments for purchase of patents
|
—
|
|
|
(28,000
|
)
|
|
—
|
|
|||
Payments to Rovi Entertainment Store buyer
|
—
|
|
|
—
|
|
|
(8,500
|
)
|
|||
Proceeds from sale of businesses
|
—
|
|
|
50,298
|
|
|
1,000
|
|
|||
Other investing, net
|
11
|
|
|
(831
|
)
|
|
(105
|
)
|
|||
Net cash provided by investing activities of continuing operations
|
77,559
|
|
|
93,729
|
|
|
154,077
|
|
|||
Net cash used in investing activities of discontinued operations
|
—
|
|
|
—
|
|
|
(1,374
|
)
|
|||
Net cash provided by investing activities
|
77,559
|
|
|
93,729
|
|
|
152,703
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from revolving credit facility
|
100,000
|
|
|
—
|
|
|
—
|
|
|||
Payments on revolving credit facility
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of long-term debt, net of issuance costs
|
335,699
|
|
|
812,001
|
|
|
537,524
|
|
|||
Principal payments on long-term debt
|
(422,990
|
)
|
|
(917,506
|
)
|
|
(849,141
|
)
|
|||
Proceeds from sale of warrants
|
31,326
|
|
|
—
|
|
|
—
|
|
|||
Payments for purchase of call options
|
(64,825
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for contingent consideration
|
(6,183
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for purchase of treasury stock
|
(154,519
|
)
|
|
(192,173
|
)
|
|
(182,123
|
)
|
|||
Payments for withholding taxes related to net share settlement of restricted stock units
|
(147
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of options and employee stock purchase plan
|
8,787
|
|
|
17,914
|
|
|
18,569
|
|
|||
Net cash used in financing activities of continuing operations
|
(272,852
|
)
|
|
(279,764
|
)
|
|
(475,171
|
)
|
|||
Net cash used in financing activities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(272,852
|
)
|
|
(279,764
|
)
|
|
(475,171
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(426
|
)
|
|
(713
|
)
|
|
(1,736
|
)
|
|||
Net decrease in cash and cash equivalents
|
(52,893
|
)
|
|
(1,919
|
)
|
|
(128,865
|
)
|
|||
Cash and cash equivalents at beginning of period
|
154,568
|
|
|
156,487
|
|
|
285,352
|
|
|||
Cash and cash equivalents at end of period
|
$
|
101,675
|
|
|
$
|
154,568
|
|
|
$
|
156,487
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
AT&T Inc. (including DIRECTV)
|
16
|
%
|
|
12
|
%
|
|
12
|
%
|
Aggregate of AT&T Inc. (including DIRECTV), Comcast Corporation and Time Warner Cable Inc.
|
27
|
%
|
|
23
|
%
|
|
22
|
%
|
|
Weighted-Average Useful Life
|
|
Amount
|
||||||
Cash and cash equivalents
|
|
|
|
|
$
|
235
|
|
||
Prepaid and other assets
|
|
|
|
|
206
|
|
|||
Property and equipment
|
|
|
|
|
297
|
|
|||
Intangible assets
|
|
|
|
|
|
||||
Developed technology
|
3.0 years
|
|
$
|
3,300
|
|
|
|
||
Non-compete agreements
|
2.0 years
|
|
1,800
|
|
|
|
|||
Total intangible assets
|
|
|
|
|
5,100
|
|
|||
Goodwill
|
|
|
|
|
6,407
|
|
|||
Accounts payable and other liabilities
|
|
|
|
|
(245
|
)
|
|||
Total purchase price
|
|
|
|
|
$
|
12,000
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Revenues
|
$
|
542,327
|
|
|
$
|
537,547
|
|
Operating income from continuing operations
|
$
|
71,864
|
|
|
$
|
67,087
|
|
(Loss) income from continuing operations, net of tax
|
$
|
(25,415
|
)
|
|
$
|
5,067
|
|
Basic (loss) income per share from continuing operations
|
$
|
(0.28
|
)
|
|
$
|
0.05
|
|
Diluted (loss) income per share from continuing operations
|
$
|
(0.28
|
)
|
|
$
|
0.05
|
|
|
Weighted-Average Useful Life
|
|
Amount
|
||||||
Cash and cash equivalents
|
|
|
|
|
$
|
6,942
|
|
||
Accounts receivable
|
|
|
|
|
179
|
|
|||
Prepaid and other assets
|
|
|
|
|
287
|
|
|||
Intangible assets
|
|
|
|
|
|
||||
Developed technology
|
7.0 years
|
|
$
|
26,900
|
|
|
|
||
Non-compete agreements
|
3.0 years
|
|
2,800
|
|
|
|
|||
Total intangible assets
|
|
|
|
|
29,700
|
|
|||
Goodwill
|
|
|
|
|
39,449
|
|
|||
Accounts payable and other liabilities
|
|
|
|
|
(1,247
|
)
|
|||
Deferred tax liabilities
|
|
|
|
|
(1,966
|
)
|
|||
Total purchase price
|
|
|
|
|
$
|
73,344
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
2013
|
||||
Revenues
|
|
|
|
||||
DivX and MainConcept
|
$
|
14,952
|
|
|
$
|
73,068
|
|
Nowtilus
|
100
|
|
|
677
|
|
||
Rovi Entertainment Store
|
—
|
|
|
9,367
|
|
||
Consumer Website
|
—
|
|
|
3,281
|
|
||
Total Revenues
|
$
|
15,052
|
|
|
$
|
86,393
|
|
Loss from discontinued operations before income taxes:
|
|
|
|
||||
DivX and MainConcept (1)
|
$
|
1,873
|
|
|
$
|
(63,144
|
)
|
Nowtilus
|
(562
|
)
|
|
(978
|
)
|
||
Rovi Entertainment Store (2)
|
—
|
|
|
(99,507
|
)
|
||
Consumer Website (3)
|
—
|
|
|
(10,974
|
)
|
||
Roxio Consumer Software (4)
|
—
|
|
|
(3,250
|
)
|
||
Previous Software
|
—
|
|
|
(626
|
)
|
||
Loss on disposal, before income taxes
|
(55,028
|
)
|
|
(9,520
|
)
|
||
Loss from discontinued operations before income taxes
|
(53,717
|
)
|
|
(187,999
|
)
|
||
Income tax expense
|
(2,505
|
)
|
|
(5,426
|
)
|
||
Loss from discontinued operations, net of tax
|
$
|
(56,222
|
)
|
|
$
|
(193,425
|
)
|
(1)
|
The year ended December 31, 2013 includes
$64.9 million
in goodwill and intangible asset impairment charges.
|
(2)
|
The year ended December 31, 2013 includes
$73.1 million
in asset impairment charges.
|
(3)
|
The year ended December 31, 2013 includes
$6.8 million
in goodwill and intangible asset impairment charges.
|
(4)
|
The year ended December 31, 2013 includes
$3.3 million
in expenses related to settling a patent claim against the Roxio Consumer Software business for the period prior to the business being sold.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Accounts receivable, gross
|
$
|
88,735
|
|
|
$
|
84,649
|
|
Less: Allowance for doubtful accounts
|
(1,607
|
)
|
|
(1,135
|
)
|
||
Accounts receivable, net
|
$
|
87,128
|
|
|
$
|
83,514
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of period
|
$
|
(1,135
|
)
|
|
$
|
(2,475
|
)
|
|
$
|
(2,526
|
)
|
Provision for bad debt
|
(600
|
)
|
|
43
|
|
|
55
|
|
|||
Deductions, net
|
128
|
|
|
1,297
|
|
|
(4
|
)
|
|||
Balance at end of period
|
$
|
(1,607
|
)
|
|
$
|
(1,135
|
)
|
|
$
|
(2,475
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Computer software and equipment
|
$
|
133,631
|
|
|
$
|
136,357
|
|
Leasehold improvements
|
21,578
|
|
|
20,447
|
|
||
Furniture and fixtures
|
7,676
|
|
|
7,223
|
|
||
Property and equipment, gross
|
162,885
|
|
|
164,027
|
|
||
Less: Accumulated depreciation and amortization
|
(127,901
|
)
|
|
(126,800
|
)
|
||
Property and equipment, net
|
$
|
34,984
|
|
|
$
|
37,227
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Accounts payable
|
$
|
9,013
|
|
|
$
|
7,131
|
|
Accrued compensation and benefits
|
27,056
|
|
|
25,809
|
|
||
Accrued interest
|
575
|
|
|
2,921
|
|
||
Other accrued liabilities
|
37,469
|
|
|
47,347
|
|
||
Accounts payable and accrued expenses
|
$
|
74,113
|
|
|
$
|
83,208
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Interest income
|
$
|
1,462
|
|
|
$
|
1,596
|
|
|
$
|
2,269
|
|
Foreign currency loss
|
(379
|
)
|
|
(574
|
)
|
|
(538
|
)
|
|||
Other (expense) income, net
|
(367
|
)
|
|
3,047
|
|
|
1,044
|
|
|||
Interest income and other, net
|
$
|
716
|
|
|
$
|
4,069
|
|
|
$
|
2,775
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Income taxes, net of refunds
|
$
|
14,335
|
|
|
$
|
18,998
|
|
|
$
|
14,719
|
|
Interest
|
$
|
33,797
|
|
|
$
|
36,679
|
|
|
$
|
42,749
|
|
|
December 31, 2015
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
Cash
|
$
|
56,745
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,745
|
|
Cash equivalents - Money market funds
|
44,930
|
|
|
—
|
|
|
—
|
|
|
44,930
|
|
||||
Cash and cash equivalents
|
$
|
101,675
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
101,675
|
|
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
10,800
|
|
|
$
|
—
|
|
|
$
|
(540
|
)
|
|
$
|
10,260
|
|
Corporate debt securities
|
98,997
|
|
|
—
|
|
|
(327
|
)
|
|
98,670
|
|
||||
Foreign government obligations
|
11,878
|
|
|
—
|
|
|
(56
|
)
|
|
11,822
|
|
||||
U.S. Treasuries / Agencies
|
102,120
|
|
|
5
|
|
|
(283
|
)
|
|
101,842
|
|
||||
Marketable securities
|
$
|
223,795
|
|
|
$
|
5
|
|
|
$
|
(1,206
|
)
|
|
$
|
222,594
|
|
Total cash, cash equivalents and marketable securities
|
|
|
|
|
|
|
$
|
324,269
|
|
|
December 31, 2014
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair Value
|
||||||||
Cash
|
$
|
63,622
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63,622
|
|
Cash equivalents - Money market funds
|
90,946
|
|
|
—
|
|
|
—
|
|
|
90,946
|
|
||||
Cash and cash equivalents
|
$
|
154,568
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
154,568
|
|
|
|
|
|
|
|
|
|
||||||||
Auction rate securities
|
$
|
10,800
|
|
|
$
|
—
|
|
|
$
|
(162
|
)
|
|
$
|
10,638
|
|
Corporate debt securities
|
98,379
|
|
|
13
|
|
|
(116
|
)
|
|
98,276
|
|
||||
Foreign government obligations
|
10,551
|
|
|
—
|
|
|
(4
|
)
|
|
10,547
|
|
||||
U.S. Treasuries / Agencies
|
195,077
|
|
|
37
|
|
|
(123
|
)
|
|
194,991
|
|
||||
Marketable securities
|
$
|
314,807
|
|
|
$
|
50
|
|
|
$
|
(405
|
)
|
|
$
|
314,452
|
|
Total cash, cash equivalents and marketable securities
|
|
|
|
|
|
|
$
|
469,020
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
Description of Securities
|
Fair Value
|
|
Unrealized
Losses |
|
Fair Value
|
|
Unrealized
Losses |
|
Fair Value
|
|
Unrealized
Losses |
||||||||||||
Auction rate securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,260
|
|
|
$
|
(540
|
)
|
|
$
|
10,260
|
|
|
$
|
(540
|
)
|
Corporate debt securities
|
85,138
|
|
|
(307
|
)
|
|
7,542
|
|
|
(20
|
)
|
|
92,680
|
|
|
(327
|
)
|
||||||
Foreign government obligations
|
11,822
|
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
11,822
|
|
|
(56
|
)
|
||||||
U.S. Treasuries / Agencies
|
101,113
|
|
|
(283
|
)
|
|
—
|
|
|
—
|
|
|
101,113
|
|
|
(283
|
)
|
||||||
Marketable securities
|
$
|
198,073
|
|
|
$
|
(646
|
)
|
|
$
|
17,802
|
|
|
$
|
(560
|
)
|
|
$
|
215,875
|
|
|
$
|
(1,206
|
)
|
|
December 31, 2014
|
||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
Description of Securities
|
Fair Value
|
|
Unrealized
Losses |
|
Fair Value
|
|
Unrealized
Losses |
|
Fair Value
|
|
Unrealized
Losses |
||||||||||||
Auction rate securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,638
|
|
|
$
|
(162
|
)
|
|
$
|
10,638
|
|
|
$
|
(162
|
)
|
Corporate debt securities
|
69,977
|
|
|
(116
|
)
|
|
—
|
|
|
—
|
|
|
69,977
|
|
|
(116
|
)
|
||||||
Foreign government obligations
|
10,547
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
10,547
|
|
|
(4
|
)
|
||||||
U.S. Treasuries / Agencies
|
115,359
|
|
|
(123
|
)
|
|
—
|
|
|
—
|
|
|
115,359
|
|
|
(123
|
)
|
||||||
Marketable securities
|
$
|
195,883
|
|
|
$
|
(243
|
)
|
|
$
|
10,638
|
|
|
$
|
(162
|
)
|
|
$
|
206,521
|
|
|
$
|
(405
|
)
|
|
Amortized Cost
|
|
Fair Value
|
||||
Due in less than 1 year
|
$
|
108,090
|
|
|
$
|
107,879
|
|
Due in 1-2 years
|
104,905
|
|
|
104,455
|
|
||
Due in more than 2 years
|
10,800
|
|
|
10,260
|
|
||
Total
|
$
|
223,795
|
|
|
$
|
222,594
|
|
|
|
December 31, 2015
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets
|
|
|
|
|
|
|
|
|||||||||
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
|
Money market funds
|
$
|
44,930
|
|
|
$
|
44,930
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Short-term marketable securities
|
|
|
|
|
|
|
|
||||||||
|
Corporate debt securities
|
43,876
|
|
|
—
|
|
|
43,876
|
|
|
—
|
|
||||
|
Foreign government obligations
|
7,827
|
|
|
—
|
|
|
7,827
|
|
|
—
|
|
||||
|
U.S. Treasuries / Agencies
|
56,176
|
|
|
—
|
|
|
56,176
|
|
|
—
|
|
||||
|
Long-term marketable securities
|
|
|
|
|
|
|
|
||||||||
|
Auction rate securities
|
10,260
|
|
|
—
|
|
|
—
|
|
|
10,260
|
|
||||
|
Corporate debt securities
|
54,794
|
|
|
—
|
|
|
54,794
|
|
|
—
|
|
||||
|
Foreign government obligations
|
3,995
|
|
|
—
|
|
|
3,995
|
|
|
—
|
|
||||
|
U.S. Treasuries / Agencies
|
45,666
|
|
|
—
|
|
|
45,666
|
|
|
—
|
|
||||
|
Total Assets
|
$
|
267,524
|
|
|
$
|
44,930
|
|
|
$
|
212,334
|
|
|
$
|
10,260
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||||||
|
Accounts payable and accrued expenses
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swaps
|
$
|
(195
|
)
|
|
$
|
—
|
|
|
$
|
(195
|
)
|
|
$
|
—
|
|
|
Other long-term liabilities
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swaps
|
(25,557
|
)
|
|
—
|
|
|
(25,557
|
)
|
|
—
|
|
||||
|
Total Liabilities
|
$
|
(25,752
|
)
|
|
$
|
—
|
|
|
$
|
(25,752
|
)
|
|
$
|
—
|
|
|
|
December 31, 2014
|
||||||||||||||
|
|
Total
|
|
Quoted Prices in
Active Markets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets
|
|
|
|
|
|
|
|
|||||||||
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
||||||||
|
Money market funds
|
$
|
90,946
|
|
|
$
|
90,946
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Short-term marketable securities
|
|
|
|
|
|
|
|
||||||||
|
Corporate debt securities
|
73,499
|
|
|
—
|
|
|
73,499
|
|
|
—
|
|
||||
|
Foreign government obligations
|
9,534
|
|
|
—
|
|
|
9,534
|
|
|
—
|
|
||||
|
U.S. Treasuries / Agencies
|
100,041
|
|
|
—
|
|
|
100,041
|
|
|
—
|
|
||||
|
Long-term marketable securities
|
|
|
|
|
|
|
|
||||||||
|
Auction rate securities
|
10,638
|
|
|
—
|
|
|
—
|
|
|
10,638
|
|
||||
|
Corporate debt securities
|
24,777
|
|
|
—
|
|
|
24,777
|
|
|
—
|
|
||||
|
Foreign government obligations
|
1,013
|
|
|
—
|
|
|
1,013
|
|
|
—
|
|
||||
|
U.S. Treasuries / Agencies
|
94,950
|
|
|
—
|
|
|
94,950
|
|
|
—
|
|
||||
|
Total Assets
|
$
|
405,398
|
|
|
$
|
90,946
|
|
|
$
|
303,814
|
|
|
$
|
10,638
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||||||
|
Accounts payable and accrued expenses
|
|
|
|
|
|
|
|
||||||||
|
IntegralReach contingent consideration
|
$
|
(3,000
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,000
|
)
|
|
Veveo contingent consideration
|
(3,000
|
)
|
|
—
|
|
|
—
|
|
|
(3,000
|
)
|
||||
|
Other long-term liabilities
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swaps (1)
|
(16,788
|
)
|
|
—
|
|
|
(16,788
|
)
|
|
—
|
|
||||
|
Total Liabilities
|
$
|
(22,788
|
)
|
|
$
|
—
|
|
|
$
|
(16,788
|
)
|
|
$
|
(6,000
|
)
|
(1)
|
As of
December 31, 2014
, the fair value of interest rate swaps in an asset position was
$5.8 million
and in a liability position was
$22.6 million
. The interest rate swaps are subject to a master netting arrangement and have been presented on a net basis in the
Consolidated Balance Sheets
.
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||
|
Auction Rate Securities
|
|
IntegralReach Contingent Consideration
|
|
Veveo Contingent Consideration
|
|
Auction Rate Securities
|
|
IntegralReach Contingent Consideration
|
|
Veveo Contingent Consideration
|
|
Auction Rate Securities
|
|
IntegralReach Contingent Consideration
|
||||||||||||||||
Balance at beginning of period
|
$
|
10,638
|
|
|
$
|
(3,000
|
)
|
|
$
|
(3,000
|
)
|
|
$
|
14,903
|
|
|
$
|
(3,000
|
)
|
|
$
|
—
|
|
|
$
|
14,287
|
|
|
$
|
(3,000
|
)
|
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,700
|
)
|
|
—
|
|
|
—
|
|
||||||||
Settlements and sales
|
—
|
|
|
3,000
|
|
|
2,140
|
|
|
(4,800
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
||||||||
Gains included in earnings
|
—
|
|
|
—
|
|
|
860
|
|
|
—
|
|
|
—
|
|
|
2,700
|
|
|
—
|
|
|
—
|
|
||||||||
Unrealized losses included in accumulated other comprehensive loss
|
(378
|
)
|
|
—
|
|
|
—
|
|
|
535
|
|
|
—
|
|
|
—
|
|
|
716
|
|
|
—
|
|
||||||||
Balance at end of period
|
$
|
10,260
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,638
|
|
|
$
|
(3,000
|
)
|
|
$
|
(3,000
|
)
|
|
$
|
14,903
|
|
|
$
|
(3,000
|
)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying Amount
|
|
Fair Value (1)
|
|
Carrying Amount
|
|
Fair Value (1)
|
||||||||
2020 Convertible Notes
|
$
|
284,241
|
|
|
$
|
298,494
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan Facility A
|
—
|
|
|
—
|
|
|
123,541
|
|
|
120,000
|
|
||||
Term Loan Facility B
|
682,915
|
|
|
656,688
|
|
|
688,823
|
|
|
679,958
|
|
||||
2040 Convertible Notes
|
—
|
|
|
—
|
|
|
288,883
|
|
|
291,354
|
|
||||
Total
|
$
|
967,156
|
|
|
$
|
955,182
|
|
|
$
|
1,101,247
|
|
|
$
|
1,091,312
|
|
(1)
|
The fair value of debt issued by the Company is estimated using quoted prices for the identical instrument in a market that is not active and considers interest rates currently available to companies of similar credit standing for similar terms and remaining maturities, and considering the nonperformance risk of the Company. If reported at fair value in the
Consolidated Balance Sheets
, debt issued by the Company would be classified in Level 2 of the fair value hierarchy.
|
|
Intellectual Property Licensing
|
|
Product
|
|
Unallocated
|
|
Total
|
||||||||
December 31, 2012
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,341,035
|
|
|
$
|
1,341,035
|
|
Goodwill acquired
|
—
|
|
|
—
|
|
|
8,149
|
|
|
8,149
|
|
||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(1,141
|
)
|
|
(1,141
|
)
|
||||
Reclassified to assets held for sale
|
—
|
|
|
—
|
|
|
(49,595
|
)
|
|
(49,595
|
)
|
||||
December 31, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,298,448
|
|
|
$
|
1,298,448
|
|
Goodwill acquired
|
—
|
|
|
—
|
|
|
45,856
|
|
|
45,856
|
|
||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(652
|
)
|
|
(652
|
)
|
||||
Segment reclassification
|
1,184,500
|
|
|
159,152
|
|
|
(1,343,652
|
)
|
|
—
|
|
||||
December 31, 2014
|
$
|
1,184,500
|
|
|
$
|
159,152
|
|
|
$
|
—
|
|
|
$
|
1,343,652
|
|
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
December 31, 2015
|
$
|
1,184,500
|
|
|
$
|
159,152
|
|
|
$
|
—
|
|
|
$
|
1,343,652
|
|
|
December 31, 2015
|
||||||||||||
|
Weighted-Average Remaining Useful Life
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
Developed technology and patents
|
5.6 years
|
|
$
|
875,188
|
|
|
$
|
(512,060
|
)
|
|
$
|
363,128
|
|
Existing contracts and customer relationships
|
2.6 years
|
|
47,524
|
|
|
(36,933
|
)
|
|
10,591
|
|
|||
Content databases and other
|
6.7 years
|
|
59,014
|
|
|
(45,991
|
)
|
|
13,023
|
|
|||
Trademarks / Tradenames
|
N/A
|
|
8,300
|
|
|
(8,300
|
)
|
|
—
|
|
|||
Total
|
|
|
$
|
990,026
|
|
|
$
|
(603,284
|
)
|
|
$
|
386,742
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
December 31, 2014
|
||||||||||
|
|
|
Gross
|
|
Accumulated
Amortization |
|
Net
|
||||||
Developed technology and patents
|
|
|
$
|
875,187
|
|
|
$
|
(443,986
|
)
|
|
$
|
431,201
|
|
Existing contracts and customer relationships
|
|
|
47,524
|
|
|
(32,010
|
)
|
|
15,514
|
|
|||
Content databases and other
|
|
|
58,638
|
|
|
(42,005
|
)
|
|
16,633
|
|
|||
Trademarks / Tradenames
|
|
|
8,300
|
|
|
(8,300
|
)
|
|
—
|
|
|||
Total
|
|
|
$
|
989,649
|
|
|
$
|
(526,301
|
)
|
|
$
|
463,348
|
|
2016
|
$
|
75,340
|
|
2017
|
73,147
|
|
|
2018
|
69,738
|
|
|
2019
|
67,912
|
|
|
2020
|
67,222
|
|
|
Thereafter
|
33,383
|
|
|
Total
|
$
|
386,742
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Present value of future minimum lease payments
|
$
|
2,337
|
|
|
$
|
2,825
|
|
|
$
|
729
|
|
Severance
|
(177
|
)
|
|
6,678
|
|
|
853
|
|
|||
Asset impairment
|
—
|
|
|
1,213
|
|
|
4,065
|
|
|||
Accelerated vesting of equity-based compensation awards
|
—
|
|
|
—
|
|
|
1,991
|
|
|||
Contract termination
|
—
|
|
|
223
|
|
|
—
|
|
|||
Restructuring and asset impairment charges
|
$
|
2,160
|
|
|
$
|
10,939
|
|
|
$
|
7,638
|
|
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||
|
Interest Rate
|
Issue Date
|
Maturity Date
|
Outstanding Principal
|
Carrying Amount
|
|
Outstanding Principal
|
Carrying Amount
|
||||||||
2020 Convertible Notes
|
0.500%
|
March 4, 2015
|
March 1, 2020
|
$
|
345,000
|
|
$
|
284,241
|
|
|
$
|
—
|
|
$
|
—
|
|
Term Loan Facility A
|
Variable
|
July 2, 2014
|
N/A
|
—
|
|
—
|
|
|
125,000
|
|
123,541
|
|
||||
Term Loan Facility B
|
Variable
|
July 2, 2014
|
July 2, 2021
|
689,500
|
|
682,915
|
|
|
696,500
|
|
688,823
|
|
||||
2040 Convertible Notes
|
2.625%
|
March 17, 2010
|
N/A
|
—
|
|
—
|
|
|
290,990
|
|
288,883
|
|
||||
Total Long-term debt
|
|
|
|
$
|
1,034,500
|
|
967,156
|
|
|
$
|
1,112,490
|
|
1,101,247
|
|
||
Less: Current portion of long-term debt
|
|
|
|
|
7,000
|
|
|
|
302,375
|
|
||||||
Long-term debt, less current portion
|
|
|
|
|
$
|
960,156
|
|
|
|
$
|
798,872
|
|
•
|
during any calendar quarter commencing after the calendar quarter ending on June 30, 2015 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least
20
trading days (whether or not consecutive) during the period of
30
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130%
of the conversion price on each applicable trading day;
|
•
|
during the
five
business day period after any
ten
consecutive trading day period in which the trading price per
$1,000
of principal of
2020 Convertible Notes
for each trading day was less than
98%
of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or
|
•
|
on the occurrence of specified corporate events.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Liability Component
|
|
|
|
||||
Principal outstanding
|
$
|
345,000
|
|
|
$
|
—
|
|
Less: Unamortized debt discount
|
(54,215
|
)
|
|
—
|
|
||
Less: Unamortized debt issue costs
|
(6,544
|
)
|
|
—
|
|
||
Carrying amount
|
$
|
284,241
|
|
|
$
|
—
|
|
|
|
|
|
||||
Equity Component
|
$
|
63,854
|
|
|
$
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Stated interest
|
$
|
1,423
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of debt discount
|
9,639
|
|
|
—
|
|
|
—
|
|
|||
Amortization of debt issue costs
|
1,020
|
|
|
—
|
|
|
—
|
|
|||
Total interest expense
|
$
|
12,082
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Principal outstanding
|
$
|
—
|
|
|
$
|
290,990
|
|
Less: Unamortized debt discount
|
—
|
|
|
(1,865
|
)
|
||
Less: Unamortized debt issue costs
|
—
|
|
|
(242
|
)
|
||
Carrying amount
|
$
|
—
|
|
|
$
|
288,883
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Stated interest
|
$
|
1,114
|
|
|
$
|
7,638
|
|
|
$
|
7,638
|
|
Amortization of debt discount
|
1,865
|
|
|
13,954
|
|
|
12,927
|
|
|||
Amortization of debt issue costs
|
242
|
|
|
1,749
|
|
|
1,526
|
|
|||
Total interest expense
|
$
|
3,221
|
|
|
$
|
23,341
|
|
|
$
|
22,091
|
|
2016
|
$
|
7,000
|
|
2017
|
7,000
|
|
|
2018
|
7,000
|
|
|
2019 (1)
|
352,000
|
|
|
2020
|
7,000
|
|
|
Thereafter
|
654,500
|
|
|
Total
|
$
|
1,034,500
|
|
(1)
|
Aggregate future principal payments on the
2020 Convertible Notes
have been included based on the date they can be freely converted by holders, which is
December 1, 2019
. However, the
2020 Convertible Notes
may be converted by holders prior to
December 1, 2019
in certain circumstances.
|
(1)
|
The Company paid a
weighted average of six month USD-LIBOR
minus
0.342%
, set in arrears.
|
(2)
|
The Company paid a fixed interest rate which gradually increased from
0.203%
for the
six-month settlement period ended in February 2011
to
2.619%
for the
six-month settlement period ended February 2015
.
|
(3)
|
The Company received a
weighted average of six month USD-LIBOR
minus
0.342%
, set in arrears.
|
(4)
|
The Company pays a fixed interest rate which gradually increases from
0.58%
for the
three-month settlement period ended in June 2014
to
1.65%
for the settlement period ending in
January 2016
.
|
(5)
|
The Company pays a fixed interest rate which gradually increases from
0.65%
for the
three-month settlement period ended in June 2014
to
2.11%
for the settlement period ending in
March 2017
.
|
2016
|
$
|
18,262
|
|
2017
|
13,676
|
|
|
2018
|
11,896
|
|
|
2019
|
10,023
|
|
|
2020
|
7,732
|
|
|
Thereafter
|
35,232
|
|
|
Gross future minimum lease payments
|
$
|
96,821
|
|
Less: Sublease revenues
|
(10,638
|
)
|
|
Net future minimum lease payments
|
$
|
86,183
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Weighted average shares used to calculate Basic EPS
|
84,133
|
|
|
91,654
|
|
|
98,371
|
|
Dilutive effect of equity-based compensation awards
|
—
|
|
|
—
|
|
|
721
|
|
Weighted average shares used to calculate Diluted EPS
|
84,133
|
|
|
91,654
|
|
|
99,092
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Stock options
|
4,133
|
|
|
4,517
|
|
|
4,038
|
|
Restricted stock and restricted stock units
|
2,861
|
|
|
3,049
|
|
|
1,565
|
|
2020 Convertible Notes (1)
|
9,876
|
|
|
—
|
|
|
—
|
|
2040 Convertible Notes (1)
|
869
|
|
|
6,141
|
|
|
6,141
|
|
Warrants
|
9,876
|
|
|
—
|
|
|
—
|
|
Weighted average potential shares excluded from the calculation of Diluted EPS
|
27,615
|
|
|
13,707
|
|
|
11,744
|
|
(1)
|
See Note 9 for additional details.
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Stock options:
|
|
|
|
|
|
|||
Expected volatility
|
45.1
|
%
|
|
47.0
|
%
|
|
46.0
|
%
|
Expected term
|
4.0 years
|
|
|
4.0 years
|
|
|
4.0 years
|
|
Risk-free interest rate
|
1.3
|
%
|
|
1.1
|
%
|
|
0.7
|
%
|
Expected dividend yield
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
ESPP shares:
|
|
|
|
|
|
|||
Expected volatility
|
53.0
|
%
|
|
35.0
|
%
|
|
47.0
|
%
|
Expected term
|
1.3 years
|
|
|
1.3 years
|
|
|
1.3 years
|
|
Risk-free interest rate
|
0.4
|
%
|
|
0.3
|
%
|
|
0.2
|
%
|
Expected dividend yield
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Restricted stock units subject to market conditions:
|
|
|
|
|
|
|||
Expected volatility
|
41.0
|
%
|
|
N/A
|
|
|
N/A
|
|
Expected term
|
3.0 years
|
|
|
N/A
|
|
|
N/A
|
|
Risk-free interest rate
|
1.0
|
%
|
|
N/A
|
|
|
N/A
|
|
Expected dividend yield
|
0.0
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Stock options
|
$
|
9.03
|
|
|
$
|
8.69
|
|
|
$
|
7.35
|
|
ESPP shares
|
$
|
5.33
|
|
|
$
|
6.54
|
|
|
$
|
6.38
|
|
Restricted awards
|
$
|
21.05
|
|
|
$
|
24.45
|
|
|
$
|
18.34
|
|
|
|
|
|
|
|
||||||
Pre-tax equity-based compensation
|
$
|
42,647
|
|
|
$
|
42,017
|
|
|
$
|
54,661
|
|
|
Options (In Thousands)
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value (In Thousands)
|
|||||
Outstanding at December 31, 2014
|
4,144
|
|
|
$
|
30.27
|
|
|
|
|
|
||
Granted
|
454
|
|
|
$
|
24.83
|
|
|
|
|
|
||
Exercised
|
(87
|
)
|
|
$
|
17.25
|
|
|
|
|
|
||
Forfeited and canceled
|
(790
|
)
|
|
$
|
28.11
|
|
|
|
|
|
||
Outstanding at December 31, 2015
|
3,721
|
|
|
$
|
30.37
|
|
|
3.4 years
|
|
$
|
352
|
|
Vested and expected to vest at December 31, 2015
|
3,534
|
|
|
$
|
30.72
|
|
|
3.3 years
|
|
$
|
349
|
|
Exercisable at December 31, 2015
|
2,604
|
|
|
$
|
33.36
|
|
|
2.5 years
|
|
$
|
291
|
|
|
Awards (In Thousands)
|
|
Weighted-Average Grant Date Fair Value
|
|||
Outstanding at December 31, 2014
|
3,719
|
|
|
$
|
23.54
|
|
Granted
|
1,812
|
|
|
$
|
21.05
|
|
Vested
|
(1,109
|
)
|
|
$
|
25.64
|
|
Forfeited
|
(741
|
)
|
|
$
|
23.79
|
|
Outstanding at December 31, 2015
|
3,681
|
|
|
$
|
21.63
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
U.S.
|
$
|
(2,456
|
)
|
|
$
|
13,957
|
|
|
$
|
27,553
|
|
Foreign
|
11,919
|
|
|
(7,754
|
)
|
|
(4,678
|
)
|
|||
Income from continuing operations before income taxes
|
$
|
9,463
|
|
|
$
|
6,203
|
|
|
$
|
22,875
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
(1,998
|
)
|
|
2,707
|
|
|
(13,567
|
)
|
|||
Foreign
|
11,132
|
|
|
20,051
|
|
|
16,073
|
|
|||
Total current income tax expense
|
$
|
9,134
|
|
|
$
|
22,758
|
|
|
$
|
2,506
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
2,081
|
|
|
$
|
(77
|
)
|
|
$
|
(1,068
|
)
|
State
|
2,127
|
|
|
(1,874
|
)
|
|
(1,278
|
)
|
|||
Foreign
|
413
|
|
|
(1,082
|
)
|
|
1,380
|
|
|||
Total deferred income tax benefit (expense)
|
$
|
4,621
|
|
|
$
|
(3,033
|
)
|
|
$
|
(966
|
)
|
Income tax expense
|
$
|
13,755
|
|
|
$
|
19,725
|
|
|
$
|
1,540
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Federal income tax
|
$
|
3,312
|
|
|
$
|
2,171
|
|
|
$
|
8,006
|
|
State income tax, net of federal benefit
|
4,029
|
|
|
(77
|
)
|
|
(1,226
|
)
|
|||
Foreign income tax rate differential
|
(2,912
|
)
|
|
3,654
|
|
|
1,951
|
|
|||
Foreign withholding tax
|
9,724
|
|
|
2,152
|
|
|
988
|
|
|||
Foreign return to provision adjustments
|
(80
|
)
|
|
(464
|
)
|
|
1,519
|
|
|||
Deemed repatriation of foreign income
|
477
|
|
|
—
|
|
|
3,204
|
|
|||
Change in unrecognized tax benefits
|
(4,515
|
)
|
|
3,744
|
|
|
(6,641
|
)
|
|||
Change in valuation allowance
|
5,463
|
|
|
8,865
|
|
|
(4,892
|
)
|
|||
Equity-based compensation
|
1,972
|
|
|
813
|
|
|
4,851
|
|
|||
Tax settlements
|
(3,437
|
)
|
|
—
|
|
|
(6,280
|
)
|
|||
Other, net
|
(278
|
)
|
|
(1,133
|
)
|
|
60
|
|
|||
Income tax expense
|
$
|
13,755
|
|
|
$
|
19,725
|
|
|
$
|
1,540
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of period
|
$
|
134,962
|
|
|
$
|
121,851
|
|
|
$
|
126,535
|
|
Increases:
|
|
|
|
|
|
||||||
Acquired companies
|
—
|
|
|
1,241
|
|
|
—
|
|
|||
Tax positions related to the current year
|
963
|
|
|
2,998
|
|
|
1,051
|
|
|||
Tax positions related to prior years
|
1,385
|
|
|
9,149
|
|
|
1,329
|
|
|||
Decreases:
|
|
|
|
|
|
||||||
Tax positions related to prior years
|
(2,874
|
)
|
|
(36
|
)
|
|
(6,172
|
)
|
|||
Audit settlements
|
(69,816
|
)
|
|
—
|
|
|
(650
|
)
|
|||
Statute of limitations lapses
|
(3,690
|
)
|
|
(241
|
)
|
|
(242
|
)
|
|||
Foreign currency
|
(584
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
60,346
|
|
|
$
|
134,962
|
|
|
$
|
121,851
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Federal net operating losses
|
$
|
292,729
|
|
|
$
|
336,103
|
|
Tax credit carryforwards
|
146,245
|
|
|
141,580
|
|
||
Equity-based compensation
|
17,065
|
|
|
17,166
|
|
||
Accrued liabilities
|
18,014
|
|
|
15,749
|
|
||
Deferred revenue
|
8,097
|
|
|
9,362
|
|
||
Debt amortization
|
9,154
|
|
|
8,980
|
|
||
Impairment losses on investments
|
8,595
|
|
|
8,634
|
|
||
State net operating losses and credits
|
55,292
|
|
|
6,356
|
|
||
Other
|
10,580
|
|
|
10,813
|
|
||
Gross deferred tax assets
|
$
|
565,771
|
|
|
$
|
554,743
|
|
Valuation allowance
|
(449,694
|
)
|
|
(409,559
|
)
|
||
Net deferred tax assets
|
$
|
116,077
|
|
|
$
|
145,184
|
|
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
$
|
(179,691
|
)
|
|
$
|
(199,378
|
)
|
Other
|
(1,161
|
)
|
|
(6,199
|
)
|
||
Gross deferred tax liabilities
|
$
|
(180,852
|
)
|
|
$
|
(205,577
|
)
|
Net deferred tax liabilities
|
$
|
(64,775
|
)
|
|
$
|
(60,393
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Other long-term assets
|
$
|
1,341
|
|
|
$
|
1,805
|
|
Deferred tax liabilities, net
|
(66,116
|
)
|
|
(62,198
|
)
|
||
Net deferred tax liabilities
|
$
|
(64,775
|
)
|
|
$
|
(60,393
|
)
|
|
Carryforward Amount
|
|
Years of Expiration
|
||
Federal (1)
|
$
|
1,155,486
|
|
|
2020 - 2033
|
State (2)
|
$
|
821,952
|
|
|
2017 - 2033
|
|
Carryforward Amount
|
|
Valuation Allowance
|
|
Years of Expiration
|
||||
Federal research and development credits
|
$
|
29,088
|
|
|
$
|
(29,088
|
)
|
|
2016 - 2035
|
State research and development credits
|
$
|
9,276
|
|
|
$
|
(9,276
|
)
|
|
Indefinite
|
Foreign tax credits
|
$
|
116,141
|
|
|
$
|
(116,141
|
)
|
|
2016 - 2024
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of period
|
$
|
(409,559
|
)
|
|
$
|
(389,155
|
)
|
|
$
|
(358,233
|
)
|
Additions
|
(57,902
|
)
|
|
(24,629
|
)
|
|
(35,081
|
)
|
|||
Deductions, net
|
17,767
|
|
|
4,225
|
|
|
4,159
|
|
|||
Balance at end of period
|
$
|
(449,694
|
)
|
|
$
|
(409,559
|
)
|
|
$
|
(389,155
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Intellectual Property Licensing
|
|
|
|
|
|
||||||
Service Provider
|
$
|
216,777
|
|
|
$
|
200,799
|
|
|
$
|
194,324
|
|
Consumer Electronics
|
65,045
|
|
|
84,359
|
|
|
98,886
|
|
|||
Revenues
|
281,822
|
|
|
285,158
|
|
|
293,210
|
|
|||
Adjusted Operating Expenses (1)
|
60,926
|
|
|
59,810
|
|
|
57,957
|
|
|||
Adjusted EBITDA (2)
|
220,896
|
|
|
225,348
|
|
|
235,253
|
|
|||
Product
|
|
|
|
|
|
||||||
Service Provider
|
200,985
|
|
|
204,877
|
|
|
187,065
|
|
|||
Consumer Electronics
|
21,785
|
|
|
22,342
|
|
|
27,262
|
|
|||
Other
|
21,679
|
|
|
29,934
|
|
|
29,853
|
|
|||
Revenues
|
244,449
|
|
|
257,153
|
|
|
244,180
|
|
|||
Adjusted Operating Expenses (1)
|
195,364
|
|
|
197,405
|
|
|
186,787
|
|
|||
Adjusted EBITDA (2)
|
49,085
|
|
|
59,748
|
|
|
57,393
|
|
|||
Corporate:
|
|
|
|
|
|
||||||
Adjusted Operating Expenses (1)
|
54,681
|
|
|
51,737
|
|
|
53,666
|
|
|||
Adjusted EBITDA (2)
|
(54,681
|
)
|
|
(51,737
|
)
|
|
(53,666
|
)
|
|||
Consolidated:
|
|
|
|
|
|
||||||
Revenues
|
526,271
|
|
|
542,311
|
|
|
537,390
|
|
|||
Adjusted Operating Expenses (1)
|
310,971
|
|
|
308,952
|
|
|
298,410
|
|
|||
Adjusted EBITDA (2)
|
215,300
|
|
|
233,359
|
|
|
238,980
|
|
|||
Depreciation
|
17,410
|
|
|
17,540
|
|
|
16,775
|
|
|||
Amortization of intangible assets
|
76,982
|
|
|
77,887
|
|
|
74,413
|
|
|||
Restructuring and asset impairment charges
|
2,160
|
|
|
10,939
|
|
|
7,638
|
|
|||
Equity-based compensation
|
42,647
|
|
|
42,017
|
|
|
54,661
|
|
|||
Reduction of contingent consideration liability
|
(860
|
)
|
|
(2,700
|
)
|
|
—
|
|
|||
Contested proxy election costs
|
4,346
|
|
|
—
|
|
|
—
|
|
|||
Change in franchise tax reserve
|
859
|
|
|
—
|
|
|
—
|
|
|||
Transaction, transition and integration expenses
|
—
|
|
|
3,966
|
|
|
2,160
|
|
|||
Operating income from continuing operations
|
71,756
|
|
|
83,710
|
|
|
83,333
|
|
|||
Interest expense
|
(46,826
|
)
|
|
(54,768
|
)
|
|
(62,019
|
)
|
|||
Interest income and other, net
|
716
|
|
|
4,069
|
|
|
2,775
|
|
|||
(Loss) income on interest rate swaps
|
(13,368
|
)
|
|
(17,874
|
)
|
|
2,898
|
|
|||
Loss on debt extinguishment
|
(2,815
|
)
|
|
(5,159
|
)
|
|
(2,761
|
)
|
|||
Loss on debt modification
|
—
|
|
|
(3,775
|
)
|
|
(1,351
|
)
|
|||
Income from continuing operations before income taxes
|
$
|
9,463
|
|
|
$
|
6,203
|
|
|
$
|
22,875
|
|
(1)
|
Adjusted Operating Expenses is defined as operating expenses excluding depreciation, amortization of intangible assets, restructuring and asset impairment charges, equity-based compensation, changes in contingent consideration, contested proxy election costs, changes in franchise tax reserves and transaction, transition and integration expenses.
|
(2)
|
Adjusted EBITDA is defined as operating income excluding depreciation, amortization of intangible assets, restructuring and asset impairment charges, equity-based compensation, changes in contingent consideration, contested proxy election costs, changes in franchise tax reserves and transaction, transition and integration expenses.
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
134,025
|
|
|
$
|
127,820
|
|
|
$
|
114,882
|
|
|
$
|
149,544
|
|
Operating income from continuing operations
|
$
|
13,959
|
|
|
$
|
12,134
|
|
|
$
|
10,494
|
|
|
$
|
35,169
|
|
(Loss) income from continuing operations, net of tax
|
$
|
(15,470
|
)
|
|
$
|
3,338
|
|
|
$
|
(18,458
|
)
|
|
$
|
26,298
|
|
Loss from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net (loss) income
|
$
|
(15,470
|
)
|
|
$
|
3,338
|
|
|
$
|
(18,458
|
)
|
|
$
|
26,298
|
|
Basic (loss) earnings per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.18
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.33
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Basic (loss) earnings per share
|
$
|
(0.18
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.33
|
|
Diluted loss per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.18
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.32
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted (loss) earnings per share
|
$
|
(0.18
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.32
|
|
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
142,450
|
|
|
$
|
137,062
|
|
|
$
|
128,582
|
|
|
$
|
134,217
|
|
Operating income from continuing operations
|
$
|
24,219
|
|
|
$
|
17,210
|
|
|
$
|
19,968
|
|
|
$
|
22,313
|
|
Income (loss) from continuing operations, net of tax
|
$
|
1,683
|
|
|
$
|
(2,714
|
)
|
|
$
|
(6,615
|
)
|
|
$
|
(5,876
|
)
|
(Loss) income from discontinued operations, net of tax
|
$
|
(55,948
|
)
|
|
$
|
74
|
|
|
$
|
(417
|
)
|
|
$
|
69
|
|
Net loss
|
$
|
(54,265
|
)
|
|
$
|
(2,640
|
)
|
|
$
|
(7,032
|
)
|
|
$
|
(5,807
|
)
|
Basic loss per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.02
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.06
|
)
|
Discontinued operations
|
(0.60
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
||||
Basic loss per share
|
$
|
(0.58
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.06
|
)
|
Diluted loss per share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.02
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.06
|
)
|
Discontinued operations
|
(0.59
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
||||
Diluted loss per share
|
$
|
(0.57
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.06
|
)
|
•
|
On Earliest Exercise Date:
Exercisable Percentage 25%
|
•
|
For each full month following the Earliest Exercise Date through the third anniversary of the Earliest Exercise Date:
Exercisable Percentage 2.083%
|
NAME
|
STATE OR OTHER JURISDICTION
OF INCORPORATION
|
All Media Guide, LLC
|
Delaware
|
Aptiv Digital LLC
|
Delaware
|
DirectCom Networks, Inc.
|
Delaware
|
EuroMedia Group, Inc.
|
Delaware
|
Fanhattan, Inc.
|
Delaware
|
Gemstar Development LLC
|
California
|
Gemstar-TV Guide Interactive, LLC
|
Delaware
|
Interactive Program Guide, Inc. (46.25% owned)
|
Japan
|
InterActual Technologies, Inc.
|
California
|
IPG Development Ventures, LLC
|
Delaware
|
Rovi Canada Inc.
|
Canada
|
Rovi Corporation (Shanghai) Co., Ltd
|
China
|
Rovi Corporate Services, Inc.
|
Delaware
|
Rovi Data Solutions, Inc.
|
Delaware
|
Rovi Europe Ltd.
|
United Kingdom
|
Rovi Global Services SARL
|
Luxembourg
|
Rovi Guides, Inc.
|
Delaware
|
Rovi International Solutions SARL
|
Luxembourg
|
Rovi Payroll Services LLC
|
California
|
Rovi KK
|
Japan
|
Rovi Korea Co. Ltd.
|
Korea
|
Rovi Netherlands BV
|
Netherlands
|
Rovi Solutions Corporation
|
Delaware
|
Rovi Solutions Mexico S. de R.L. de C.V.
|
Mexico
|
Rovi Technologies Corporation
|
Delaware
|
Sonic Solutions International, Inc.
|
Delaware
|
Sonic Solutions Holdings Inc.
|
Delaware
|
Sonic Solutions LLC
|
California
|
Snapstick Technologies PVT Ltd.
|
India
|
TV Guide Affiliate Sales & Marketing, Inc.
|
Delaware
|
TV Guide Interactive Group, Inc.
|
Delaware
|
TV Guide Interactive, Inc.
|
Delaware
|
TV Guide International IPG, Inc.
|
Delaware
|
TV Guide International, Inc.
|
Delaware
|
TV Guide Media Sales, Inc.
|
Delaware
|
TV Guide Mobile Entertainment, Inc.
|
Delaware
|
TV Guide Online, Inc.
|
Delaware
|
TV Guide Online, LLC
|
Delaware
|
TV Guide Onscreen, Inc.
|
Delaware
|
TVG-PMC, Inc.
|
Delaware
|
TVSM Publishing, Inc.
|
Delaware
|
Veveo, Inc.
|
Delaware
|
Veveo India PVT Ltd.
|
India
|
|
(1)
|
Registration Statement (No. 333-152337) on Form S-3ASR of Macrovision Solutions Corporation,
|
|
(2)
|
Registration Statement (No. 333-171706) on Post-Effective Amendment No. 1 on Form S-8 to Form S-4 of Rovi Corporation and Amendment No. 1 on Form S-4 of Rovi Corporation, and
|
|
(3)
|
Registration Statements (Nos. 333-150626 and 333-152485) on Form S-8 of Macrovision Solutions Corporation and Registration Statements (Nos. 333-172886, 333-190274, and 333-197731) on Form S-8 of Rovi Corporation;
|
Date:
|
February 11, 2016
|
|
|
|
|
|
|
/s/ Thomas Carson
|
|
|
Thomas Carson
|
|
|
President and Chief Executive Officer
|
Date:
|
February 11, 2016
|
|
|
|
|
|
|
/s/ Peter C. Halt
|
|
|
Peter C. Halt
|
|
|
Chief Financial Officer
|
|
/s/ Thomas Carson
|
|
Thomas Carson
|
|
President and Chief Executive Officer
|
|
/s/ Peter C. Halt
|
|
Peter C. Halt
|
|
Chief Financial Officer
|