Gemstar-TV Guide Announces Fourth Quarter and Full Year 2005 Results

The Company's net income for 2005 was positively impacted byseveral factors, among them the $43.2 million pre-tax gain on the saleof SkyMall, the recognition of a $40.4 million income tax benefit fromcontinuing operations, and $15.5 million in net interest income duringthe year. These gains were partially offset by operating expenseincreases in both the Publishing and Cable and Satellite segments.

Operating loss for 2005 was $(35.7) million, versus an operatingloss of $(104.5) million for 2004. The operating loss in 2004 includeda $131.6 million write-off of the remaining goodwill and intangibleassets of our magazine business, offset by $19.4 million in ConsumerElectronics segment settlements and a $10.1 million favorable leasesettlement associated with the Company's discontinued eBook business.The Company did not have comparable settlements or write-offs in 2005.

Rich Battista, Gemstar-TV Guide CEO, commented, "In 2005 weinvested in our business and took a significant first step towardrevitalizing the TV Guide brand by transforming TV Guide magazine intoa more relevant and compelling publication. At the same time, werenewed our commitment to strengthen the company's operations andexecution, and to improve our product development efforts to enable usto compete more effectively in a media environment that is constantlyevolving and becoming more complex. As we sought to strengthen ourbusinesses and pursue our long-term goals, we sold SkyMall, institutedoperational improvements within our CE division and achieved top-linegrowth at both TV Guide Channel and TVG Network."

Mr. Battista continued, "Finally, 2005 was an important year forthe company's strategic planning. As the consumer need for videoguidance has expanded beyond simply being informed about what's on andwhen, we have evolved our guidance mission. Today, consumers need moreadvanced tools to help them navigate through the complex medialandscape. They need help in organizing their choices and maximizingtheir enjoyment of the diverse entertainment offerings available tothem. Our goal is to not only be the leading provider of videoguidance across multiple media platforms, but also to enable consumersto enhance their personal entertainment experience through the use ofour cross-platform products and services. We believe we have laid astrong foundation on which to advance this goal which will ultimatelybetter serve consumers and build value for our shareholders."

Fourth Quarter 2005 Consolidated Performance

For the fourth quarter ended December 31, 2005, the Companyreported revenues of $129.4 million, compared with revenues of $164.8million in the fourth quarter of 2004. Net income for the three monthsended December 31, 2005 was $12.7 million, or $0.03 per diluted share,compared with Net income of $1.6 million, or $0.00 per diluted share,in the fourth quarter of 2004. Operating loss for the fourth quarterof 2005 was $(35.5) million, which included stock compensation,depreciation, and amortization charges of $8.2 million, as comparedwith an operating loss of $(7.7) million in the fourth quarter of2004, which included stock compensation, depreciation, andamortization charges of $7.6 million.

For the fourth quarter, the Company reported a loss fromcontinuing operations of $(16.8) million, or $(0.04) per dilutedshare, compared with a loss of $(3.8) million, or $(0.01) per dilutedshare, for the same period in 2004.

As mentioned above, the Company sold its SkyMall business onDecember 1, 2005 and recognized a $43.2 million pre-tax gain on salein the fourth quarter. As such, the SkyMall Business is classified asdiscontinued operations in the Company's financial statements. Incomefrom the discontinued operations for the fourth quarter of 2005 was$29.5 million, and as a result contributed $0.07 per diluted share tonet income in the fourth quarter.
2005 Highlights

Publishing Segment

-- TV Guide magazine took bold steps and launched a transformation

The transformation of TV Guide magazine began in October with its
re-launch as a vibrant full-size publication that is more
compelling, relevant, and useful to today's television viewers
than the previous digest product. The new magazine targets a
younger, more engaged TV enthusiast and includes more feature
stories, exclusive photos, breaking news, and behind-the-scenes
information. It also features approximately 40 pages of program
listings, highlights, and recommendations.

Cable and Satellite Segment

-- TV Guide Channel launched new Red Carpet and original programming

Advertising revenue for TV Guide Channel increased approximately
10% year over year. Year-over-year, national ratings were up 10%
and national primetime ratings in the 18-49 demographic were up
20% versus 2004. Our top ten highest-rated airings for the year
averaged a .46 HH rating, up 31% from the average for the top 10
airings in 2004. Much of the ratings success at the Channel was a
result of the increased focus on ramping up original programming.

-- TV Guide Interactive signed agreements, reached new digital
household milestone

TV Guide's Interactive Program Guide (IPG) business revenue
increased $21.4 million, or approximately 28%, year over year. In
2005 and early 2006 the Company signed, or renewed distribution
agreements with Adelphia, Cequel III, Mediacom, and Cox
Communications. By year end, 39.4 million digital households
received either our IPG or another party's IPG provided under a
patent license from the Company.

-- TVG Network set records in distribution and handle; launched
interactive wagering platform

TVG Network (TVG) had another record-setting year in 2005. TVG's
distribution grew by 40% to approximately 18 million homes. For
the full year 2005, TVG handle grew by 31% to $397 million. The
network set records for its one-day handle during coverage of the
131st Kentucky Derby and the Breeders' Cup World Thoroughbred
Championships. In the third quarter, TVG processed a record high
quarterly handle of $119.8 million in wagers. During the year the
Company also launched the first domestic interactive television
wagering application with EchoStar Communications Corporation,
enabling more than 10 million ITV-enabled DISH Network subscribers
to participate in pari-mutuel wagering using their remote controls
while watching horse races live.

Consumer Electronics Segment

-- Worldwide Interactive Program Guide agreement signed with
Scientific-Atlanta

Ending years of litigation, Gemstar-TV Guide and Scientific
Atlanta signed agreements which provided cross licenses for
intellectual property assets and facilitated Interactive Program
Guide (IPG) development and deployment for both companies.

-- Consumer Electronics IPG incorporations doubled worldwide

Consumer Electronics (CE) IPG incorporations increased worldwide
by 198 during 2005, doubling the total number we had at the end of
2004. By year end, a total of 388 consumer electronics products,
including digital televisions, DVDs, and DVDRs, incorporated the
Company's CE IPG.

New Product and Business Development Initiatives

-- Gemstar-TV Guide established cross platform product development
and technology group

To further the Company's strategic mission we formed a new,
cross-platform product development and technology group. This
group will focus on product innovation for digital platforms and
on integrating the Company's technology resources across
businesses. In doing so, this group will enhance existing product
plans, as well as develop new products and services, to further
the Company's goal to be the leader in television guidance across
multiple media platforms.

-- Gemstar-TV Guide expanded focus on emerging platforms

In 2005, the Company also focused on expanding its products and
services within emerging platforms. This year TVGuide Online
shifted its strategic focus toward becoming the definitive TV
information and guidance destination on the web, providing
consumers a combination of entertainment news, TV programming,
celebrity information, localized channel listings, and editorial
guidance. The Company also launched TV Guide Mobile Entertainment,
in the fourth quarter of 2005, to focus on distributing TV Guide
content and technology to mobile video devices, particularly cell
phones.

Fourth Quarter and Full Year 2005 Segment Performance

The schedule below reflects Gemstar-TV Guide's performance for thefourth quarter of 2005 and 2004 and for the years ended December 31,2005, 2004, and 2003, by segment. Segment information is presented andreconciled to consolidated income from continuing operations beforeincome taxes as follows. Publishing Segment information for 2004 and2003 has been restated to reflect only the results of businesses thatare part of the Company's continuing operations. Certain prior periodamounts, including the results of discontinued operations, have beenreclassified to conform to the current presentation. More detailedinformation is contained in the Company's Form 10-K filing for theyear ended December 31, 2005.
GEMSTAR-TV GUIDE INTERNATIONAL, INC.
CONSOLIDATED CONTINUING SEGMENT PERFORMANCE (1)
(In thousands)

Three months ended
December 31,
------------------
2005 2004 2005 2004 2003
Publishing Segment:
Revenues(1) $37,303 $77,983 $237,900 $327,880 $374,150
Operating
expenses,
exclusive of
lease
settlement(2) 80,331 86,382 331,343 333,004 370,853
Lease settlement -- -- -- (10,088) --
--------- -------- --------- --------- ----------
Adjusted
EBITDA(3) (43,028) (8,399) (93,443) 4,964 3,297
--------- -------- --------- --------- ----------

Cable and Satellite
Segment:
Revenues 69,839 64,267 271,813 230,948 161,776
Operating
expenses(2) 43,182 44,017 163,448 133,040 121,657
--------- -------- --------- --------- ----------
Adjusted
EBITDA(3) 26,657 20,250 108,365 97,908 40,119
--------- -------- --------- --------- ----------

CE Licensing
Segment:
Revenues(1) 22,226 22,591 94,479 117,541 109,767
Operating
expenses(2) 14,259 18,373 54,296 74,941 69,911
--------- -------- --------- --------- ----------
Adjusted
EBITDA(3) 7,967 4,218 40,183 42,600 39,856
--------- -------- --------- --------- ----------

Corporate Segment:
Operating
expenses(2) 18,933 16,188 61,455 78,870 169,257
--------- -------- --------- --------- ----------
Adjusted
EBITDA(3) (18,933) (16,188) (61,455) (78,870) (169,257)
--------- -------- --------- --------- ----------

Consolidated
Revenues 129,368 164,841 604,192 676,369 645,693
Operating
expenses,
exclusive of
lease
settlement(2) 156,705 164,960 610,542 619,855 731,678
Lease settlement -- -- -- (10,088) --
--------- -------- --------- --------- ----------
Adjusted
EBITDA(3) (27,337) (119) (6,350) 66,602 (85,985)

Stock compensation (38) (111) (132) (437) (33,551)
Depreciation and
amortization (8,155) (7,479) (29,184) (39,037) (131,967)
Impairment of
intangible assets -- -- -- (131,637) (391,003)
--------- -------- --------- --------- ----------
Operating loss (35,530) (7,709) (35,666) (104,509) (642,506)
Interest income
(expense), net 4,564 2,755 15,544 5,498 (4,288)
Other income, net 661 1,375 337 14,413 3,760
--------- -------- --------- --------- ----------
Loss from continuing
operations before
income taxes $(30,305) $(3,579) $(19,785) $(84,598) $(643,034)
========= ======== ========= ========= ==========

(1) Segment information is presented and reconciled to consolidated
income from continuing operations before income taxes in
accordance with SFAS No. 131. In 2005 the Company sold its SkyMall
business. In 2004, the Company sold its Superstar/Netlink Group
LLC ("SNG"), UVTV distribution services, and SpaceCom Systems
businesses (collectively the "SNG Businesses") along with
substantially all of the operating assets of these businesses.
Accordingly, the operations of SkyMall and the SNG Businesses have
been reclassified from the Cable and Satellite Segment and
Publishing Segments, respectively, to Discontinued Operations.

(2) Operating expenses means operating expenses, excluding stock
compensation, depreciation and amortization, and impairment of
intangible assets.

(3) Adjusted EBITDA is defined as operating income (loss),
excluding stock compensation, depreciation and amortization, and
impairment of intangible assets. The Company believes Adjusted
EBITDA to be relevant and useful information as Adjusted EBITDA is
the primary measure used by our chief operating decision maker to
evaluate the performance of and make decisions about resource
allocation to the industry segments.

(4) Certain financial statement items for the prior period have
been reclassified to conform to the 2005 presentation.

(5) Intersegment revenues and expenses have been eliminated from
segment financial information as transactions between reportable
segments are excluded from the measure of segment profit and loss
reviewed by the chief operating decision maker.

Publishing Segment

For the fourth quarter ended December 31, 2005, revenues for thePublishing Segment were $37.3 million, a decrease of $40.7 million,from revenues of $78.0 million in the comparable prior year quarter.The decrease was primarily due to reduced circulation revenue of $17.4million, and lower advertising revenue of $20.9 million. The fourthquarter advertising decline was largely the result of TV Guide'sformat change.

For the fourth quarter of 2005, adjusted EBITDA for the PublishingSegment was $(43.0) million, a decrease of $34.6 million from adjustedEBITDA of $(8.4) million in the prior year's quarter. The decrease wasprimarily due to the $40.7 million revenue decline, $8.4 million inoperating and shut-down expenses for Inside TV, partially offset byreduced magazine production and operating expenses of $14.8 million,primarily from lower printing, paper, and distribution expenses.

For the full year ended December 31, 2005, the Publishing Segmentgenerated revenue of $237.9 million, representing 39.4% of theCompany's total revenue. Revenues for the full year 2005 decreased$90.0 million, or 27.4%, from revenues of $327.9 million in 2004. Thisdecrease in revenue was primarily due to a decrease of $40.8 millionin advertising revenue and of $47.3 million in circulation revenue atTV Guide magazine, which includes $4.7 million in new magazine relatedinitial placement fees.

For the full year 2005, adjusted EBITDA for the Publishing Segmentwas $(93.4) million, a decrease of $98.4 million from adjusted EBITDAof $5.0 million in 2004. The decrease was largely due to $60.0 millionin operating loss for TV Guide magazine and $32.4 million in operatingand shut-down expenses for InsideTV.

Cable and Satellite Segment

For the fourth quarter ended December 31, 2005, revenues for theCable and Satellite Segment were $69.8 million, an increase of $5.6million, or 8.7%, from revenues of $64.3 million in the prior year'squarter. This was primarily due to increased subscribers and licensingrevenues at TV Guide Interactive of $5.3 million.

For the fourth quarter of 2005, adjusted EBITDA for the Cable andSatellite Segment was $26.7 million, an increase of $6.4 million fromadjusted EBITDA of $20.3 million in the prior year's quarter. Theincrease was primarily related to the increased revenues at TV GuideInteractive.

For the full year ended December 31, 2005, the Cable and SatelliteSegment generated revenue of $271.8 million, which represented 45.0%of the Company's total revenue. Revenue for the full year 2005increased $40.9 million, or 17.7%, from revenue of $230.9 million in2004. The increase was primarily due to a $24.3 million, or 36.1%,increase in TV Guide Interactive licensing revenue; a $9.9 million, or10.6%, increase in TV Guide Channel advertising revenue, primarilyattributable to increased CPMs for both infomercial and nationaladvertising revenue; an increase of $12.6 million, or 32.2%, in TVGNetwork revenue, due to increased wagering, offset by decreases of$3.1 million in TV Guide Channel carriage revenue and $2.9 million inIPG advertising revenue.

For the full year 2005, adjusted EBITDA for the Cable andSatellite Segment increased to $108.4 million, up 10.7%, or $10.5million from adjusted EBITDA of $97.9 million in 2004. The increasewas largely due to increased revenues, offset by increases of $14.1million in programming, marketing, and compensation expenses at the TVGuide Channel and $5.7 million in expenses for TV Guide Spot, forwhich there was no comparable cost in the prior year. The Company alsoincurred approximately $5.0 million in additional operating expensesrelated to the planned increase in the size of GuideWorks, LLC, ajoint venture with Comcast focused on the development ofnext-generation IPG technology for the cable industry.

Consumer Electronics Licensing Segment

For the fourth quarter ended December 31, 2005, revenue for theConsumer Electronics (CE) Licensing Segment was $22.2 million, adecrease of $0.4 million from revenue of $22.6 million in the prioryear's quarter. Revenues for the Company's VCR Plus+ businessdecreased by $2.0 million and the CE IPG business, including, for thefirst time, Scientific-Atlanta, Inc.-related licensing revenue,increased by $2.4 million.

For the fourth quarter of 2005, adjusted EBITDA for the CELicensing Segment was $8.0 million, an increase of $3.7 million, or88.9%, from adjusted EBITDA of $4.2 million in the prior year'squarter. The increase was primarily related to lower outside legalcosts of $5.2 million.

For the full year ended December 31, 2005, the CE LicensingSegment generated revenue of $94.5 million, which represented 15.6%of the Company's total revenue. Revenue for the full year decreased$23.1 million, or 19.6%, from revenue of $117.5 million in 2004 whichincluded $19.4 million in settlements for which there were nocomparable amounts in 2005. Decreased VCR Plus+ revenues of $9.2million, due to reduced unit volumes and the impact of technologybundling agreements, as well as the absence of a contract with a majorCE manufacturer also contributed to the year-on-year decline.

For the full year 2005, adjusted EBITDA for the CE LicensingSegment was $40.2 million, compared with adjusted EBITDA of $42.6million in 2004. The segment's 2005 adjusted EBITDA was impacted bythe reduction in revenues noted above and $2.5 million in severanceexpenses, offset by a $26.5 million decrease in legal expenses,primarily due to the settlement of legal matters withScientific-Atlanta, Inc.

Corporate Segment

For the fourth quarter ended December 31, 2005, adjusted EBITDAfor the Corporate Segment was $(18.9) million, compared to adjustedEBITDA of $(16.2) million in the prior year's quarter. The increasewas primarily due to increased general and administrative expenses,including severance, recruiting, and compensation expenses.

For the full year ended December 31, 2005, adjusted EBITDA for theCorporate Segment was $(61.5) million, an improvement of $17.4 millionfrom adjusted EBITDA of $(78.9) million in 2004. The decline incorporate expenses was primarily due to a $16.7 million decline incorporate legal expenses primarily for litigation involving formerofficers.

Consolidated outside legal expenses for the three month and fullyear periods ended December 31, 2005 were $7.5 million and $24.5million, respectively, compared with $13.6 million and $68.0 millionfor the same periods in 2004. However, due to ongoing litigation,there can be no assurances that this reduced level of outside legalspending will be maintained in 2006. The Company itself is a party toseveral significant pending legal proceedings and in addition variousproceedings for which we are required to advance the legal fees andexpenses incurred by our former officers remain unresolved.Accordingly, we expect outside legal expenses to continue to besignificant for the foreseeable future.

Discussion of Cash and Liquidity

At December 31, 2005, the Company's cash, cash equivalents, andcurrent marketable securities were $474.4 million, excludingrestricted cash of $39.5 million. Cash and cash equivalents decreased$93.4 million for the year ended December 31, 2005. Outstanding short-and long-term debt, made up entirely of capital lease obligations,were $13.3 million, resulting in cash and cash equivalents, andcurrent marketable securities in excess of debt obligations of $461.1million, excluding $39.5 million in restricted cash.

For the year ended December 31, 2005, the Company paid $93.6million in income taxes. Additionally, the Company received $43.3million in cash proceeds during the fourth quarter from the SkyMallsale. In the fourth quarter the Company invested $9.4 million incapital expenditures, bringing the total for capital expenditures in2005 to $22.1 million. Net cash used in operating activities in 2005totaled $121.7 million. For the full year 2005 we recognized non-cashrevenue of approximately $75.4 million into the income statement,including from contracts entered into in prior years where we receivedlarge up front cash payments.

Consistent with previous estimates, the Company continues toexpect that TV Guide magazine operations will incur aggregateoperating losses of approximately $100 million to $110 million overthe 2005 and 2006 fiscal years. Included in these losses are theanticipated costs of new rack acquisitions and consumer marketing andpromotion programs. For 2005, we incurred approximately $60 million inlosses from TV Guide magazine. The actual amount and timing of theselosses will depend upon a number of factors, including the rate ofrack acquisition and the level of consumer and advertiser acceptance.We believe the reformatted TV Guide magazine will begin to contributepositively to the Publishing Segment's adjusted EBITDA in the latterhalf of 2008.

We intend to pursue various strategic initiatives to betterposition ourselves as the leading consumer brand for video guidanceacross multiple platforms. We anticipate that these initiatives willresult in additional operating expenses and capital expenditures. In2006 we plan on capital expenditures of approximately $40.0 million to$45.0 million as compared with $22.1 million in 2005. This increaseprimarily relates to enhancing our data infrastructure and buildingour digital content infrastructure, increasing productioninfrastructure for TV Guide Channel, and upgrading our systems andinformation technology infrastructure, including implementing Oracleas our centralized financial system. In addition, we anticipateoperating expenses associated with these initiatives, and foradditional research and development activities, of approximately $15million to $20 million in 2006. As with our business development andproduct development and technology groups' costs, to the extent thatthese costs support company-wide initiatives or to the extent thatthey are preliminary spend against an initiative that has not beenassigned to a business segment, these costs will likely be included inoperating expenses in our Corporate Segment.

As a result of the completion of an IRS examination of theCompany's federal income tax returns for the years 2000 and 2001, theCompany is entitled to a tax refund of $13.6 million plus interest.Additionally, the Company filed additional income tax refund requestsin the fourth quarter of 2005 for approximately $35.8 million. Thefull amount of these tax refunds are reflected in the Company'scondensed consolidated balance sheet at December 31, 2005. Subsequentto the close of the 2005, the Company received a total of $42.4million from the IRS in the first quarter of 2006 and expects toreceive additional tax refunds of approximately $7.0 million duringthe first half of 2006.

The IRS is currently examining our U.S. federal tax returns forthe years 2002 and 2003. The results of this and future IRSexaminations may result in the recognition of significant amounts ofincome or significant cash outlays in future periods. We believe thatadequate reserves have been made for any adjustment that might beassessed for open years. Due to, among other things, potential incometax obligations in 2006, additional reductions in our deferred revenuebalance, capital expenditures, and the spending associated with theCompany's digital initiatives, the Company's cash balance is expectedto decline in 2006.

Conference Call

Gemstar-TV Guide will host a conference call with the financialcommunity today, Wednesday, March 8, 2006 at 2:00 p.m. PST (5:00 p.m.EST). Rich Battista, chief executive officer, will presentmanagement's review of the fourth quarter and full year 2005, followedby a question-and-answer period.

The conference call will be available on conference call lines andwill be web cast. Investors and analysts may connect to the call bydialing 866-314-4483 (domestic) or 617-213-8049 (international). Thepass code is "38337500". To listen via web cast, link to the Company'sWebsite http://ir.gemstartvguide.com.

Investors unable to listen to the call live may access an audioreplay, which will be hosted for one week following the conclusion ofthe call. To access the replay, call 888-286-8010 (domestic) or617-801-6888 (international). The pass code is "13003696". An audioarchive will also be hosted on the Company's investor relations Website at http://ir.gemstartvguide.com. Replays will be availableapproximately two hours following the conclusion of the call.

About Gemstar-TV Guide International, Inc.

Gemstar-TV Guide International, Inc. (the "Company") (NASDAQ:GMST)is a leading media, entertainment, and technology company thatdevelops, licenses, markets, and distributes technologies, products,and services targeted at the television guidance and homeentertainment needs of consumers worldwide. The Company's businessesinclude: television media and publishing properties, interactiveprogram guide services and products, and technology and intellectualproperty licensing. Additional information about the Company can befound at www.gemstartvguide.com.

Forward-Looking Statements:

This news release contains forward-looking statements that involverisks and uncertainties, including risks and uncertainties related tothe transformation of our TV Guide magazine publishing business;timely availability and market acceptance of products and servicesincorporating the Company's technologies and content; our investmentin new and existing businesses, including TV Guide magazine and TVGuide Spot; the impact of competitive products and pricing; ongoingand potential future litigation; and the other risks detailed fromtime to time in the Company's SEC reports, including the most recentreports on Forms 10-K, 10-Q, and 8-K, each as it may be amended fromtime to time. The Company assumes no obligation to update theseforward-looking statements.

Note to Editors: Gemstar(R), TV Guide(R), TV Guide Channel(R), andTV Guide Interactive(R) are trademarks or registered trademarks ofGemstar-TV Guide International, Inc. and/or its subsidiaries. Thenames of other companies and products used herein are foridentification purposes only and may be trademarks of their respectiveowners.
GEMSTAR-TV GUIDE INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

December 31,
-------------------------------
2005 2004
---------------- --------------
ASSETS
--------------------------------------
Current assets:
Cash and cash equivalents $465,131 $558,529
Restricted cash 39,484 38,880
Marketable securities 9,253 11,191
Receivables, net 77,230 116,958
Deferred tax assets, net 21,305 3,863
Current income taxes receivable 50,204 21,333
Other current assets 29,348 30,950
---------------- --------------

Total current assets 691,955 781,704
Property and equipment, net 51,127 45,483
Indefinite-lived intangible assets 61,800 66,272
Finite-lived intangible assets, net 107,638 123,349
Goodwill 259,524 259,524
Income taxes receivable 55,629 40,998
Deferred tax assets, long-term 10,143 --
Other assets 21,866 38,020
---------------- --------------

$1,259,682 $1,355,350
================ ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------

Current liabilities:
Accounts payable $29,111 $62,284
Accrued liabilities 166,285 171,621
Income taxes payable 3,259 232
Current portion of capital lease
obligations 558 515
Current portion of deferred
revenue 139,913 154,664
---------------- --------------

Total current liabilities 339,126 389,316
Deferred tax liabilities, net -- 28,274
Long-term capital lease obligations,
less current portion 12,715 13,274
Deferred revenue, less current portion 425,286 485,941
Other liabilities 109,349 127,753
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $.01
per share; authorized 150,000
shares, none issued -- --
Common stock, par value $.01 per
share; authorized 2,350,000
shares; 433,759 shares issued and
426,162 shares outstanding at
December 31, 2005; 433,754 shares
issued and 424,063 shares
outstanding at December 31, 2004 4,337 4,337
Additional paid-in capital 8,465,785 8,478,540
Accumulated deficit (8,022,885) (8,077,700)
Accumulated other comprehensive
income, net of tax 477 659
Treasury stock, at cost; 7,597
shares at December 31, 2005 and
9,691 shares at December 31, 2004 (74,508) (95,044)
---------------- --------------

Total stockholders' equity 373,206 310,792
---------------- --------------

$1,259,682 $1,355,350
================ ==============

For additional information please see Notes to Consolidated Financial
Statements in Form 10-K.



GEMSTAR-TV GUIDE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

Three Months Year
Ended Ended
December 31, December 31,
----------------- ------------------------------
2005 2004 2005 2004 2003
-------- -------- --------- --------- ----------
(Unaudited)
Revenues:
Publishing $37,303 $77,983 $237,900 $327,880 $374,150
Cable and satellite 69,839 64,267 271,813 230,948 161,776
Consumer electronics
licensing 22,226 22,591 94,479 117,541 109,767
-------- -------- --------- --------- ----------
129,368 164,841 604,192 676,369 645,693
Operating Expenses:
Publishing 80,331 86,382 331,343 333,004 370,853
Lease settlement - - - (10,088) -
Cable and satellite 43,182 44,017 163,448 133,040 121,657
Consumer electronics
licensing 14,259 18,373 54,296 74,941 69,911
Corporate 18,933 16,188 61,455 78,870 169,257
-------- -------- --------- --------- ----------
Operating expenses,
exclusive of
expenses shown below 156,705 164,960 610,542 609,767 731,678
Stock compensation 38 111 132 437 33,551
Depreciation and
amortization 8,155 7,479 29,184 39,037 131,967
Impairment of
intangible assets -- - - 131,637 391,003
-------- -------- --------- --------- ----------
164,898 172,550 639,858 780,878 1,288,199
Operating loss (35,530) (7,709) (35,666) (104,509) (642,506)
Interest income
(expense), net 4,564 2,755 15,544 5,498 (4,288)
Other income, net 661 1,375 337 14,413 3,760
-------- -------- --------- --------- ----------
Loss from continuing
operations before
income taxes (30,305) (3,579) (19,785) (84,598) (643,034)


Income tax (benefit)
expense (13,512) 187 (40,395) (8,566) (64,102)


(Loss) income from
continuing
operations (16,793) (3,766) 20,610 (76,032) (578,932)
-------- -------- --------- --------- ----------
Discontinued
operations:
Income from
discontinued
operations 3,347 4,999 8,394 23,336 9,054
Gain (loss) on
disposal of
discontinued
operations 43,169 - 43,169 (28,882) -
Income tax expense
(benefit) 17,049 (407) 17,358 12,883 7,520
-------- -------- --------- --------- ----------
Income (loss) from
discontinued
operations 29,467 5,406 34,205 (18,429) 1,534
-------- -------- --------- --------- ----------
Net income (loss) $12,674 $1,640 $54,815 $(94,461) $(577,398)
======== ======== ========= ========= ==========

Basic and diluted
income (loss) per
share:
(Loss) income from
continuing
operations $(0.04) $(0.01) $0.05 $(0.18) $(1.41)
Income (loss) from
discontinued
operations 0.07 0.01 0.08 (0.04) -
-------- -------- --------- --------- ----------
Net income (loss) $0.03 $0.00 $0.13 (0.22) $(1.41)
======== ======== ========= ========= ==========
Weighted average
shares outstanding
-- basic 426,162 423,951 425,366 422,723 410,265
Weighted average
shares outstanding
-- diluted 426,264 427,525 426,240 422,723 410,265
======== ======== ========= ========= ==========

(1) In 2004 and 2005, the Company sold its Superstar/Netlink Group
LLC ("SNG"), UVTV distribution services, and SpaceCom Systems
businesses (collectively the "SNG Businesses") and SkyMall
businesses, respectively, along with substantially all of the
operating assets of these businesses. Accordingly, these
businesses, previously reported as part of the Cable and Satellite
and Publishing business segments, are shown as discontinued
operations in the accompanying consolidated statements of
operations.

(2) Certain financial statement items for prior periods, including
the results of discontinued operations, have been reclassified to
conform to the 2005 presentation.

For additional information please see Notes to Consolidated Financial
Statements in Form 10-K.



GEMSTAR-TV GUIDE INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

Year ended December 31,
------------------------------
2005 2004 2003
--------- --------- ----------
Cash flows from operating activities:
Net income (loss) $54,815 $(94,461) $(577,398)
Adjustments to reconcile net income
(loss) to net cash (used in) provided
by operating activities:
Depreciation and amortization 30,140 40,548 172,940
Deferred income taxes (55,859) (2,242) (58,038)
(Gain) loss on disposal of discontinued
operations (43,169) 28,882 --
Stock compensation expense 132 437 33,551
Impairment of intangible assets -- 131,637 416,481
Gain on sale of equity investments -- (14,482) --
Gain on lease settlement -- (10,088) --
Other 4,846 421 (1,788)
Changes in operating assets and
liabilities:
Receivables 28,107 (16,097) 43,639
Income taxes (40,475) 20,997 6,479
Other assets 6,939 3,842 15,248
Accounts payable, accrued liabilities
and other liabilities (31,771) (61,944) 17,762
Deferred revenue (75,406) 359,667 (63,779)


Net cash (used in) provided by
operating activities (121,701) 387,117 5,097
--------- --------- ----------

Cash flows from investing activities:
Purchases of minority interests and
investments - (16,943) --
Proceeds from dispositions of
businesses 43,257 48,000 --
Proceeds from sale of equity
investments - 14,538 --
Purchases of marketable securities (22,932) (10,700) (4,635)
Sales and maturities of marketable
securities 25,099 4,775 12,811
Proceeds from sale of assets 144 2,640 848
Additions to property and equipment (22,093) (13,377) (16,159)


Net cash provided by (used in)
investing activities 23,475 28,933 (7,135)
--------- --------- ----------

Cash flows from financing activities:
Repayments of long-term debt - (138,736) (113,000)
Repayments of capital lease obligations (516) (1,962) (2,369)
Proceeds from exercise of stock options 5,662 27,343 28,811
Distributions to minority interests - (1,060) (5,097)
--------- --------- ----------
Net cash provided by (used in)
financing activities 5,146 (114,415) (91,655)
--------- --------- ----------

Effect of exchange rate changes on cash
and cash equivalents (318) (466) 791
--------- --------- ----------
Net (decrease) increase in cash and
cash equivalents (93,398) 301,169 (92,902)
Cash and cash equivalents at beginning
of period 558,529 257,360 350,262


Cash and cash equivalents at end of
period $465,131 $558,529 $257,360
========= ========= ==========

Supplemental disclosures of cash flow
information:
Cash paid for income taxes $93,643 $5,421 $12,235
Cash paid for interest 1,085 1,888 5,641

For additional information please see Notes to Consolidated Financial
Statements in Form 10-K.



Additional Segment Revenue Information:

Publishing Revenue by Business Unit (in thousands):

Three months ended
December 31, Change
------------------- -----------------
2005 2004 Dollars Percent
--------- --------- --------- -------

Publishing Segment
TV Guide magazine(1) $34,878 $76,082 $(41,204) (54.2)%
TV Guide Online 2,223 1,808 415 23.0%
Other 202 93 109 117.2%
--------- --------- ---------
Total $37,303 $77,983 $(40,680) (52.2)%
========= ========= =========


Full Year ended
December 31, Change
------------------- -----------------
2005 2004 Dollars Percent
--------- --------- --------- -------

Publishing Segment
TV Guide magazine(1) $229,580 $321,153 $(91,573) (28.5)%
TV Guide Online 8,006 6,366 1,640 25.8%
Other 314 361 (47) (13.0)%
--------- --------- ---------
Total $237,900 $327,880 $(89,980) (27.4)%
========= ========= =========

(1) TV Guide magazine revenues are reported net of rack costs,
retail display allowances, distribution fees, and initial
placement order ("IPO") fees. IPO fees are initial fees paid to
retailers for front end display pocket space at check out
counters.


Cable and Satellite Revenue by Business Unit(in thousands):

Three months ended
December 31, Change
------------------- ----------------
2005 2004 Dollars Percent
--------- --------- -------- -------

Cable and Satellite Segment:
TV Guide Channel $30,914 $32,072 $(1,158) (3.6)%
TV Guide Interactive 25,060 20,884 4,176 20.0%
TVG Network 13,831 11,311 2,520 22.3%
TV Guide Spot 34 -- 34 --
--------- --------- --------
Total $69,839 $64,267 $5,572 8.7%
========= ========= ========


Full Year ended
December 31, Change
------------------- ----------------
2005 2004 Dollars Percent
--------- --------- -------- -------

Cable and Satellite Segment:
TV Guide Channel $124,064 $117,258 $6,806 5.8%
TV Guide Interactive 96,115 74,705 21,410 28.7%
TVG Network 51,552 38,985 12,567 32.2%
TV Guide Spot 82 -- 82 --
--------- --------- --------
Total $271,813 $230,948 $40,865 17.7%
========= ========= ========


Consumer Electronics Licensing Revenue by Business Unit (in
thousands):

Three months ended
December 31, Change
------------------- -----------------
2005 2004 Dollars Percent
--------- --------- -------- --------

Consumer Electronics Segment:
VCR Plus+ $9,238 $11,188 $(1,950) (17.4)%
CE IPG 11,310 8,921 2,389 26.8%
DBS 0 280 (280) (100.0)%
Other 1,678 2,202 (524) (23.8)%
--------- --------- --------
Total $22,226 $22,591 $(365) (1.6)%
========= ========= ========


Full Year ended
December 31, Change
------------------- -----------------
2005 2004 Dollars Percent
--------- --------- --------- -------

Consumer Electronics Segment:
VCR Plus+ $42,375 $51,531 $(9,156) (17.8)%
CE IPG 43,057 48,789 (5,732) (11.7)%
DBS 693 9,719 (9,026) (92.9)%
Other 8,354 7,502 852 11.4%
--------- --------- ---------
Total $94,479 $117,541 $(23,062) (19.6)%
========= ========= =========


Additional Segment Operating Statistics:

Publishing Segment Operating Statistics:

Q4, 2005 Q4, 2004 2005 2004 2003
------- ------- -------
(in thousands) (in thousands)
TV Guide magazine
circulation(1):
Newsstand(2) 401 349 330 450 660
Subscriptions 4,575 5,708 5,486 5,779 5,422
Sponsored/arrears 604 2,996 2,408 2,780 2,933
-------------- --------- --------------- -------
5,580 9,053 8,224 9,009 9,015
============== ========= =============== =======

(1) Average weekly circulation for the quarter and year ending
December 31, 2005. 2005 includes 11 weeks of the new full-sized TV
Guide magazine.

(2) Current period numbers include an estimate for returns. Prior
period numbers are restated to reflect actual returns.


Cable and Satellite Segment Operating Statistics

As of As of As of
12/31/2005 12/31/2004 12/31/2003
----------- ----------- -----------
(in thousands)
Subscriber Data (in
thousands)(1)
TV Guide Channel 77,353 76,667 57,091
TVG Network 18,000 14,300 12,300
Cable and Satellite
Technology Licenses 39,372 32,659 11,456
=========== =========== ===========

(1) Subscriber data represents:

-- Nielsen households for TV Guide Channel
-- Households for TVG Network are based primarily on information
provided by distributors
-- Cable and Satellite Technology Licenses for which we are paid,
as reported by domestic cable and satellite distributors that
provided their subscribers either our IPG or another party's
IPG provided under a patent license from the Company.