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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

11/01/07  Gemstar TV Guide Int'l Inc        10-Q        9/30/07    5:61                                     RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    376K 
 2: EX-31.1     Ceo Certification Pursuant to Section 302(A) of     HTML     12K 
                          the Sarbanes-Oxley Act of 2002                         
 3: EX-31.2     Cfo Certification Pursuant to Section 302(A) of     HTML     12K 
                          the Sarbanes-Oxley Act of 2002                         
 4: EX-32.1     Ceo Certification Pursuant to Section 906 of the    HTML      7K 
                          Sarbanes-Oxley Act of 2002                             
 5: EX-32.2     Cfo Certification Pursuant to Section 906 of the    HTML      7K 
                          Sarbanes-Oxley Act of 2002                             

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 2007

or

For the transition period from              to             

Commission file number 0-24218

GEMSTAR-TV GUIDE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

6922 Hollywood Boulevard, 12th Floor, Los Angeles, California 90028

(Address of principal executive offices including zip code)

(323) 817-4600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes¨    No  x

As of October 26, 2007, there were 429,055,753 shares outstanding of the registrant’s Common Stock, par value $0.01 per share.

Table of Contents

 GEMSTAR-TV GUIDE INTERNATIONAL, INC.

INDEX

Items 2, 3, 4 and 5 of PART II are not applicable and have been omitted.

Table of Contents

 PART I—FINANCIAL INFORMATION

 GEMSTAR-TV GUIDE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

See accompanying Notes to Condensed Consolidated Financial Statements.

1

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 GEMSTAR-TV GUIDE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME—UNAUDITED

(In thousands, except per share data)

See accompanying Notes to Condensed Consolidated Financial Statements.

2

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 GEMSTAR-TV GUIDE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY—UNAUDITED

(In thousands)

See accompanying Notes to Condensed Consolidated Financial Statements.

3

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 GEMSTAR-TV GUIDE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—UNAUDITED

(In thousands)

See accompanying Notes to Condensed Consolidated Financial Statements.

4

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 GEMSTAR-TV GUIDE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED

(1) Organization and Basis of Presentation

Gemstar-TV Guide International, Inc., a Delaware corporation (“Gemstar” or the “Company”), is a media, entertainment and technology company that develops, licenses, markets and distributes products and services targeted at the video guidance and entertainment needs of consumers worldwide.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and the interim period reporting requirements of Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 and its Quarterly Report on Form 10-Q for the quarters ended June 30, 2007 and March 31, 2007.

The accompanying interim financial statements are unaudited but, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the consolidated financial position of the Company and its results of operations and cash flows for the periods presented. Operating results for any interim period are not necessarily indicative of the results that may be expected for the full year.

In 2007, in conjunction with implementing a new centralized financial system, the Company changed its calendar to a 52-53 week fiscal year ending on the Sunday nearest to December 31. Each of the Company’s fiscal quarters also now end on the Sunday nearest to the end of the calendar quarter. Prior to 2007, the Company maintained a calendar fiscal year ending on December 31, except for TV Guide magazine, which maintained a 52-53 week fiscal year ending on the Sunday nearest to December 31. This change in fiscal year end did not have a material effect on the comparability of the Company’s condensed consolidated statements of income for the three months and nine months ended September 30, 2007 and 2006.

Certain financial statement items for the prior period have been reclassified to conform to the 2007 presentation.

(2) Acquisitions, Dispositions and Other Significant Events

Aptiv

On March 29, 2007, the Company acquired all of the outstanding shares of privately held PDT Holdings, Inc., which owns 100% of the outstanding shares of Aptiv Digital, Inc. (collectively “Aptiv”) for approximately $16.3 million in cash, after taking into account certain disbursements made at closing, customary working capital adjustments and transaction costs. Aptiv is a provider of software solutions for television set-top boxes.

SNG Businesses

On March 1, 2004, the Company entered into an agreement to sell substantially all of the operating assets and certain liabilities of the Company’s SuperStar/Netlink Group LLC, UVTV distribution services and SpaceCom Systems businesses (collectively the “SNG Businesses”). Costs associated with this disposal were estimated at $5.9 million, and consisted principally of contractual acceleration of certain liabilities, employee-related transfer costs necessitated by the deal structure (asset purchase), and other transaction costs. As of December 31, 2006, $4.9 million of these costs remained unpaid. The Company paid or reversed all of these accrued liabilities in the three months ended March 31, 2007. The Company also reversed certain accrued liabilities and collected certain previously reserved for receivables related to the operations of the SNG businesses prior to the sale during that same quarter. These amounts are recorded in discontinued operations in the Company’s condensed consolidated statements of income.

Resolution of Leung Arbitration

Under a court order issued on May 9, 2003 pursuant to Section 1103 of the Sarbanes-Oxley Act, the Company has been required to maintain certain funds (the “1103 funds”) originally totaling approximately $37.0 million in segregated, interest-bearing accounts. The order prevents the Company from paying any portion of the 1103 funds, which were originally set aside by the Company for payment to a former chief executive officer, Henry C. Yuen, and a former chief financial officer, Elsie Leung, in connection with the Company’s November 2002 management and corporate governance restructuring, absent further order of the court.

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GEMSTAR-TV GUIDE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED

(2) Acquisitions, Dispositions and Other Significant Events (continued)

On June 13, 2006, the Company entered into a settlement and release agreement with Ms. Leung. Pursuant to the settlement agreement, Ms. Leung specifically released her claims for reimbursement of legal fees, any claims that she has against the Company’s directors’ and officers’ insurance carriers, and any future claims for advancement of legal expenses or indemnification. Ms. Leung also released her claims to approximately $8.4 million of the Section 1103 funds.

As a result of the settlement, the liability the Company carried on its balance sheet for restructuring payments and related interest (which were part of the 1103 funds) and accrued payroll taxes and legal expenses, totaling approximately $9.2 million, were extinguished in the Company’s fiscal quarter ended June 30, 2006. Of this $9.2 million liability, $8.9 million was recorded as a reduction in Selling, General and Administrative expenses within Cross Platform Costs and $0.3 million as interest income. Additionally, the Company reclassified approximately $8.4 million of restricted cash on its balance sheet to cash and cash equivalents as of June 30, 2006.

(3) Litigation and Other Contingencies

The following material developments in