8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 30, 2007

RealNetworks, Inc.

(Exact name of registrant as specified in its charter)

WASHINGTON	0-23137	91-1628146
(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)	Number)	Identification No.)

2601 Elliott Avenue, Suite 1000
Seattle, Washington 98121
(Address of principal executive offices) (Zip code)

(206) 674-2700
Registrant’s telephone number, including area code

Not Applicable
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

     On October 30, 2007, the Company announced via press release the Company’s results for its third quarter ended September 30, 2007. A copy of the Company’s press release is attached hereto as Exhibit 99.1. The information in this Form 8-K and the attached exhibit are furnished to, but not filed with, the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits.

     Pursuant to the rules and regulations of the Securities and Exchange Commission, the attached exhibit is deemed to have been furnished to, but not filed with, the Securities and Exchange Commission:

Exhibit No.	Description
99.1	Press Release issued by RealNetworks, Inc. dated October 30, 2007.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REALNETWORKS, INC.
By:	/s/ Robert Kimball
	Robert Kimball
	Senior Vice President, Legal and Business Affairs, General Counsel and Corporate Secretary

Dated: October 30, 2007

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by RealNetworks, Inc. dated October 30, 2007.

EX-99.1

Exhibit 99.1

REALNETWORKS ANNOUNCES THIRD QUARTER RESULTS

Reports Record Revenue of $145.1 million

SEATTLE — October 30, 2007 — Digital entertainment services company RealNetworks^®, Inc. (Nasdaq: RNWK) today announced results for the third quarter ended September 30, 2007.

Quarterly Highlights:

• Record revenue of $145.1 million

• Net income of $4.3 million or $0.03 per diluted share

• Adjusted EBITDA of $13.6 million

“In the third quarter we both achieved solid operating results and made great strides strategically,” said Rob Glaser, chairman and CEO of Real. “Not only did we achieve record revenue, we also increased our adjusted EBITDA by 78% year over year. On the strategic side, we formed deep alliances with Viacom’s MTV Networks and Verizon Wireless, which we believe will drive our Rhapsody music business forward very significantly.”

For the third quarter of 2007, revenue grew 55% to $145.1 million compared to $93.7 million for the third quarter of 2006. Revenue growth in the third quarter was attributed to: Games revenue of $28.8 million, a 28% increase over the third quarter of 2006; Music revenue of $37.7 million, a 24% increase over the third quarter of 2006; Technology Products and Solutions revenue of $53.3 million, a 377% increase over the third quarter of 2006, due in large part to the acquisition of WiderThan during the fourth quarter of 2006; and Media Software and Services revenue of $25.3 million, a 14% decrease from the third quarter of 2006. Foreign currency exchange rate fluctuations positively impacted 2007 third quarter revenue by approximately $1.2 million compared to the third quarter of 2006.

Net income for the third quarter of 2007 was $4.3 million or $0.03 per diluted share, compared to $42.2 million or $0.24 per diluted share in the third quarter of 2006. Results for the third quarter of 2006 included payments related to Real’s antitrust settlement and commercial agreements with Microsoft. The final payment was received under these agreements during the first quarter of 2007. Further information regarding these payments can be found in Real’s SEC filings. Adjusted net income, described below in Real’s description of non-GAAP financial measures, was $9.2 million or $0.06 per diluted share for the third quarter of 2007, compared to $9.0 million or $0.05 per diluted share in the third quarter of 2006. Adjusted EBITDA for the third quarter of 2007 was $13.6 million compared to $7.6 million in the third quarter of 2006. A reconciliation of GAAP net income to adjusted net income and adjusted EBITDA is provided in the financial tables that accompany this release.

Gross margin was 61% in the third quarter of 2007 compared to 70% in the third quarter of 2006. Operating expenses for the third quarter of 2007 were $103.8 million, compared to $8.1 million in the third quarter of 2006. Operating expenses in the third quarter of 2006 included benefits related to payments under Real’s antitrust settlement and commercial agreements with Microsoft. Adjusted operating expenses in the third quarter of 2007 were $93.9 million compared to $61.9 million in the third quarter of 2006. A reconciliation of GAAP operating expenses to adjusted operating expenses is provided in the financial tables that accompany this release. For the third quarter of 2007, Real’s effective tax rate was 32%.

As of September 30, 2007, Real had approximately $590.4 million in unrestricted cash, cash equivalents and short-term investments and $100 million of convertible debt.

Under Real’s current stock repurchase program, approximately 4.8 million shares were repurchased for $34.2 million during the third quarter of 2007. As of September 30, 2007, approximately $36.4 million remained available under the existing stock repurchase program.

Formation of Rhapsody America

On August 20, 2007, Real and MTV Networks, a division of Viacom International Inc. (“MTVN”), created Rhapsody America LLC (“Rhapsody America”), to provide consumers with comprehensive music services, including access to an extensive catalog of music through subscriptions, downloads and ad supported services. Rhapsody America is owned 51% by Real and 49% by MTVN. Real consolidated the financial results of Rhapsody America for the period from August 20, 2007 through September 30, 2007, with a 49% minority interest represented by MTVN’s equity in Rhapsody America.

Business Outlook

The following forward-looking statements reflect RealNetworks’ expectations as of October 30, 2007. It is not the Company’s general practice to update these forward-looking statements until its next quarterly results announcement.

For the fourth quarter of 2007, Real expects revenue in the range of $152 million to $157 million, GAAP net income per diluted share of $0.00 to $0.01 and adjusted net income per diluted share of $0.06 to $0.07.

For the full year 2007, Real expects revenue in the range of $563 million to $568 million. Real expects 2007 GAAP net income per diluted share of $0.28 to $0.29 and adjusted net income per diluted share of $0.23 to $0.24. This guidance assumes an effective tax rate of approximately 38%.

See a complete reconciliation of estimated GAAP net income per diluted share to adjusted net income per diluted share, provided in the financial tables that accompany this press release.

Webcast and Conference Call Information

The Company will host a webcast and conference call today at 5:00pm (Eastern)/ 2:00pm (Pacific). The live webcast featuring slides and audio, will be available at http://investor.realnetworks.com. Listeners must use RealPlayer^® to listen to the conference call, which can be downloaded for free at www.real.com. The on-demand webcast will be available approximately two hours following the conclusion of the live webcast. Participants may access the conference call by dialing 800-857-5305 (773-681-5857 for international callers). The passcode is “Third Quarter Earnings,” and the leader is Rob Glaser. A telephonic replay will be available until 8:00pm (Eastern) on November 8, 2007 and may be accessed by dialing 866-421-0439 (203-369-0801 for international callers).

RNWK-F

For More Information Contact
Press: Bill Hankes, (206) 892-6614, bhankes@real.com
Financial: Caroline Hughes, (206) 892-6718, carolinehughes@real.com

ABOUT REALNETWORKS
RealNetworks, Inc. delivers digital entertainment services to consumers via PC, portable music player, home entertainment system or mobile phone. Real created the streaming media category in 1995 and has continued to lead the market with pioneering products and services, including: RealPlayer^®, the first mainstream media player to enable one-click downloading and recording of Internet video; the award-winning Rhapsody^® digital music service, which delivers more than 1 billion songs per year; RealArcade^®, one of the largest casual games destinations on the Web; and a variety of mobile entertainment services, such as ringback tones, offered to consumers through leading wireless carriers around the world. RealNetworks’ corporate information is located at www.realnetworks.com/company.

About Non-GAAP Financial Measures

To supplement RealNetworks’ condensed consolidated financial statements presented in accordance with GAAP, we present investors with certain non-GAAP financial measures, including adjusted net income and adjusted net income per share, adjusted EBITDA, adjusted EBITDA by reporting segment, adjusted cost of revenue and adjusted operating expenses.

• Adjusted net income consists of net income excluding the impact of the following: stock-based compensation expense; income and expenses including charitable contributions related to the Microsoft agreements; equity investment gains and losses from sales or impairments; acquisition costs, including amortization of intangible assets (net of minority interest effect) and expenses for employee stock options that were converted to cash rights; gain on initial formation of Rhapsody America; an estimate of the income taxes from the aforementioned items; and changes in deferred tax asset valuation allowances.

• Adjusted net income per share is calculated by dividing adjusted net income by GAAP weighted average diluted shares outstanding.

• Adjusted EBITDA and adjusted EBITDA by reporting segment consist of net income excluding the impact of the following: interest income, net; income taxes; depreciation; amortization (net of minority interest effect); stock-based compensation; expenses for employee stock options that were converted to cash rights; equity investment gains and losses from sales or impairments; income and expenses including charitable contributions related to the Microsoft agreements; and gain on initial formation of Rhapsody America.

• Adjusted cost of revenue consists of GAAP cost of revenue excluding stock-based compensation expenses, and acquisition costs including amortization of intangible assets (net of minority interest effect) and expenses for employee stock options that were converted to cash rights.

• Adjusted operating expenses consist of GAAP operating expenses excluding stock-based compensation expenses, antitrust litigation expenses (benefits) and acquisition costs including amortization of intangible assets (net of minority interest effect) and expenses for employee stock options that were converted to cash rights.

RealNetworks believes that the presentation of adjusted net income and adjusted net income per share, adjusted EBITDA, adjusted EBITDA by reporting segment, adjusted cost of revenue and adjusted operating expenses provides important supplemental information to management and investors regarding financial and business trends relating to the company’s financial condition and results of operations. Management believes that the use of these non-GAAP financial measures provides consistency and comparability with our past financial reports, and also facilitates comparisons with other companies in our industry, many of which use similar non-GAAP financial measures to supplement their GAAP results. Management has historically used these non-GAAP measures when evaluating operating performance because the inclusion or exclusion of the items described above provides

additional useful measures of our operating results and facilitates comparisons of our core operating performance against prior periods and our business model objectives. We have chosen to provide this information to investors in order to enable them to perform additional analyses of past, present and future operating performance, to enable them to compare us to other companies, and as a supplemental means to evaluate our ongoing operations. Externally, we believe that adjusted net income and adjusted EBITDA continue to be useful to investors in their assessment of our operating performance and the valuation of our company.

Internally, adjusted net income and adjusted net income per share, adjusted EBITDA, adjusted EBITDA by reporting segment, adjusted cost of revenue, and adjusted operating expenses are significant measures used by management for purposes of:

• supplementing the financial results and forecasts reported to our board of directors;

• evaluating the operating performance of our company which includes direct and incrementally controllable revenue and costs of operations, but excludes items considered by management to be either non-cash or non-operating such as interest income and expense, stock-based compensation, tax expense, deferred tax valuation allowance changes, depreciation and amortization;

• managing and comparing performance internally across our businesses and externally against our peers;

• establishing internal operating budgets; and

• evaluating and valuing potential acquisition candidates.

Adjusted net income is used by RealNetworks as a broad measure of financial performance that encompasses our operating performance, cash, capital structure and investment management, and income tax planning effectiveness. Adjusted EBITDA is used by management as a way to isolate our operating performance and to compare it to that of other companies.

Adjusted net income and adjusted net income per share, adjusted EBITDA, adjusted EBITDA by reporting segment, adjusted cost of revenue, and adjusted operating expenses are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of our business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of RealNetworks’ results as reported under GAAP. We expect to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP financial measures should not be construed as an inference that these costs are unusual or infrequent. Some of the limitations in relying on our non-GAAP financial measures are:

• Adjusted net income, adjusted net income per share, adjusted EBITDA and adjusted EBITDA by reporting segment are measures which we have defined for internal and investor purposes and are not in accordance with GAAP. A further limitation associated with these measures is that they do not include all costs and income that impact our net income and net income per share. We compensate for these limitations by prominently disclosing GAAP net income, which we believe is the most directly comparable GAAP measure, and providing investors with reconciliations from GAAP net income to adjusted net income, adjusted EBITDA and adjusted EBITDA by reporting segment.

• Adjusted cost of revenue is limited in that it does not include stock-based compensation expenses, and certain costs associated with our acquisitions. Adjusted operating

expenses are limited in that they do not include stock-based compensation expenses, antitrust litigation expenses (benefit) and certain costs associated with our acquisitions. We compensate for these limitations by prominently disclosing the reported GAAP results and providing investors with a reconciliation from GAAP to the adjusted amount.

In the financial tables of our earnings press release, RealNetworks has included reconciliations of GAAP net income to adjusted net income and adjusted EBITDA, income before income taxes to adjusted EBITDA by reporting segment, GAAP cost of revenue to adjusted cost of revenue and GAAP operating expenses to adjusted operating expenses for the relevant periods.

Forward-Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to the product and service offerings of Rhapsody America and the impact of the Verizon and MTV Networks alliances on the Rhapsody America business, Real’s future revenue, GAAP and adjusted net income (loss) per diluted share, amortization of intangible assets, stock-based compensation expense and income tax rate. Actual results may differ materially from the results predicted. Factors that could cause actual results to differ from the results predicted include: development and consumer acceptance of legal online music distribution services generally and RealNetworks’ content services in particular because these are relatively new and unproven business models and markets; risks associated with the creation and operation of Rhapsody America; risks associated with acquisitions generally, and the acquisitions of WiderThan, Sony NetServices and Exomi in particular, including the risks of integration, unknown liabilities and operations in new markets and geographies; the potential that we will be unable to continue to enter into commercially attractive agreements with third parties for the provision of compelling content for our subscription service offerings; the emergence of new entrants and competition in the market for digital media subscription offerings and online music sales; the impact on our gross margins of content costs and from the mix of subscribers to subscription offerings with higher content costs than others; competitive risks, including competing technologies, products and services, and the competitive activities of our larger competitors, some of which have strong ties to streaming media users through other products; risks associated with the introduction of new products and services, including the new RealPlayer; risks inherent in strategic relationships, especially with competitors, and technology and service integration efforts; and risks relating to the ability of Real’s strategic partners to generate subscribers for Real’s digital content services. More information about potential risk factors that could affect RealNetworks’ business and financial results is included in RealNetworks’ annual report on Form 10-K for the most recent year ended December 31, and its quarterly reports on Form 10-Q and from time to time in other reports filed by RealNetworks with the Securities and Exchange Commission. The preparation of our financial statements and forward-looking financial guidance requires us to make estimates and assumptions that affect the reported amount of assets and liabilities and the reported amounts of revenues and expenses during the reported period. Actual results may differ materially from these estimates under different assumptions or conditions. The Company assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.

RealNetworks, Rhapsody and RealPlayer are trademarks or registered trademarks of RealNetworks, Inc. All other companies or products listed herein are trademarks or registered trademarks of their respective owners.

RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)

	Quarters Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
	(in thousands, except per share data)
Net revenue	$	145,095		$	93,676		$	410,738		$	269,687
Cost of revenue		56,644			28,389			151,786			81,788
Gross profit		88,451			65,287			258,952			187,899
Operating expenses:
Research and development		26,528			18,344			75,012			55,127
Sales and marketing		52,812			37,560			152,593			111,604
Advertising with related party (A)		7,747			—			7,747			—
General and administrative		16,750			14,043			51,167			41,586
Loss on excess office facilities (B)		—			—			—			738
Subtotal operating expenses		103,837			69,947			286,519			209,055
Antitrust litigation benefit, net (C)		—			(61,861	)		(60,747	)		(159,554	)
Total operating expenses		103,837			8,086			225,772			49,501
Operating (loss) income		(15,386	)		57,201			33,180			138,398
Other income (expenses):
Interest and other, net		7,290			10,618			24,457			27,978
Gain on sale of equity investments		—			—			132			2,286
Equity in net loss of investments		—			—			(132	)		—
Minority interest in Rhapsody America (D)		6,466			—			6,466			—
Gain on initial formation of Rhapsody America (E)		3,866			—			3,866			—
Gain on sale of interest in Rhapsody America (F)		4,080			—			4,080			—
Other income		38			242			990			432
Other income, net		21,740			10,860			39,859			30,696
Income before income taxes		6,354			68,061			73,039			169,094
Income taxes		(2,012	)		(25,908	)		(27,409	)		(63,180	)
Net income	$	4,342		$	42,153		$	45,630		$	105,914
Basic net income per share	$	0.03		$	0.26		$	0.30		$	0.66
Diluted net income per share	$	0.03		$	0.24		$	0.27		$	0.59
Shares used to compute basic net income per share		149,667			160,578			154,670			160,467
Shares used to compute diluted net income per share		163,094			178,913			169,840			178,551

(A)	Consists of advertising purchased by Rhapsody America from MTV Networks (“MTVN”). MTVN has a 49% ownership interest in Rhapsody America.
(B)	The loss on unoccupied excess office facilities represents an increase in the estimate of loss from building operating costs that are not expected to be recovered.
(C)	Consists of amounts received under the Settlement and Commercial agreements with Microsoft, net of certain legal fees, personnel costs, public relations and other professional service fees incurred related to antitrust complaints against Microsoft, including proceedings in the European Union.
(D)	Minority interest reflects MTVN’s 49% ownership share in the losses of Rhapsody America.
(E)	Consists of gains realized from MTVN’s asset contributions to Rhapsody America.
(F)	Consists of gains realized from MTVN’s note payments to Rhapsody America.

RealNetworks, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)

	September 30,		December 31,
	2007		2006
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	197,738	$	525,232
Short-term investments		392,625		153,688
Trade accounts receivable, net		80,734		65,751
Deferred costs, current portion		6,280		1,643
Deferred tax assets, net, current portion		224		891
Prepaid expenses and other current assets		27,235		21,990
Total current assets		704,836		769,195
Equipment, software, and leasehold improvements, at cost:
Equipment and software		102,337		83,587
Leasehold improvements		30,496		29,665
Total equipment, software, and leasehold improvements		132,833		113,252
Less accumulated depreciation and amortization		78,676		65,509
Net equipment, software, and leasehold improvements		54,157		47,743
Restricted cash equivalents		15,500		17,300
Equity investments		7,814		22,649
Other assets		7,967		5,148
Deferred tax assets, net, non-current portion		37,584		27,150
Other intangible assets, net		109,681		105,109
Goodwill		337,406		309,122
Total assets	$	1,274,945	$	1,303,416
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	54,241	$	52,097
Accrued and other liabilities		119,128		104,328
Deferred revenue, current portion		38,601		24,137
Related party payable (A)		8,025		—
Accrued loss on excess office facilities, current portion		3,398		4,508
Total current liabilities		223,393		185,070
Deferred revenue, non-current portion		2,815		3,440
Accrued loss on excess office facilities, non-current portion		7,563		9,993
Deferred rent		4,503		4,331
Deferred tax liabilities, net, non-current portion		23,634		27,076
Convertible debt		100,000		100,000
Other long-term liabilities		9,884		3,740
Total liabilities		371,792		333,650
Minority Interest (B)		7,685		—
Shareholders’ equity		895,468		969,766
Total liabilities and shareholders’ equity	$	1,274,945	$	1,303,416

(A)	Related party payable reflects amounts owed to MTVN.
(B)	Minority interest reflects MTVN’s 49% ownership in the net assets of Rhapsody America.

RealNetworks, Inc. and Subsidiaries
Supplemental Financial Information
(Unaudited)

	2007						2006
	Q3		Q2		Q1		Q4		Q3		Q2		Q1
	(in thousands)
Net Revenue by Line of Business:
Consumer products and services (A)	$	91,824	$	87,115	$	85,040	$	88,022	$	82,497	$	77,442	$	74,811
Technology products and solutions (B)		53,271		49,056		44,432		37,552		11,179		11,967		11,791
Total net revenue	$	145,095	$	136,171	$	129,472	$	125,574	$	93,676	$	89,409	$	86,602
Consumer Products and Services:
Subscriptions (C)	$	55,551	$	51,091	$	51,490	$	50,835	$	50,878	$	47,452	$	47,832
Media properties (D)		16,071		17,748		15,932		18,815		13,883		11,546		9,484
E-commerce and other (E)		20,202		18,276		17,618		18,372		17,736		18,444		17,495
Total consumer products and services revenue	$	91,824	$	87,115	$	85,040	$	88,022	$	82,497	$	77,442	$	74,811
Consumer Products and Services:
Music (F)	$	37,658	$	36,801	$	34,127	$	33,623	$	30,375	$	30,118	$	28,918
Media software and services (G)		25,346		25,419		27,011		30,513		29,586		26,127		27,277
Games (H)		28,820		24,895		23,902		23,886		22,536		21,197		18,616
Total consumer products and services revenue	$	91,824	$	87,115	$	85,040	$	88,022	$	82,497	$	77,442	$	74,811
Net Revenue by Geography:
United States	$	91,281	$	88,035	$	84,554	$	81,758	$	69,433	$	66,542	$	65,700
Rest of world		53,814		48,136		44,918		43,816		24,243		22,867		20,902
Total net revenue	$	145,095	$	136,171	$	129,472	$	125,574	$	93,676	$	89,409	$	86,602
Subscribers (presented as greater than) *:
Total Subscribers (I)		29,250		26,150		24,550		22,700		2,450		2,400		2,400
Technology Products and Solutions Application Services Subscribers (J)		26,600		23,600		21,900		20,200
Total Music Subscribers (K)		2,750		2,700		2,675		2,550		1,650		1,625		1,575

*	Beginning the quarter ended December 31, 2006, total subscribers reflect the inclusion of subscribers related to wireless carrier application subscription services. Total Music Subscribers includes subscribers from our Technology Products and Solutions Application Subscription Services, such as music-on-demand, as well as our Consumer Music Services, such as Rhapsody and Premium Radio. Although music-on-demand subscribers are included in the Technology Products and Solutions Application Services subscribers and total music subscribers, these subscribers are only counted once as part of our Total Subscribers.
(A)	Revenue is derived from consumer digital media subscription services, RealPlayer Plus and related products, sales and distribution of third party software products, content such as games and music and advertising.
(B)	Revenue is derived from carrier application services such as ringback tones and music-on-demand, media delivery system software, support and maintenance services, broadcast hosting services and consulting services.
(C)	Revenue is derived from consumer digital media subscription services including: SuperPass, RadioPass, Rhapsody, GamePass and stand-alone subscriptions.
(D)	Revenue is derived from advertising and through the distribution of third party products.
(E)	Revenue is derived from RealPlayer Plus and related products, sales of third party software products, and content such as games and music.
(F)	Revenue is derived from Rhapsody and RadioPass subscription services and sales of music content, advertising generated from our music and music related websites and the distribution of third party products.
(G)	Revenue is derived from SuperPass subscriptions, RealPlayer Plus and related products, stand-alone subscription services, sales and distribution of third-party software products and advertising related to our non-game and non-music related web properties.
(H)	Revenue is derived from GamePass subscription service, sales of games, advertising generated from our games and game-related websites and the distribution of third-party products.
(I)	Total subscribers include Technology Products and Solutions application services and consumer subscription services including: Ringback Tones, Music-on-Demand, Video-on-Demand, Rhapsody, Rhapsody-to-Go, RadioPass, SuperPass, GamePass, and stand-alone subscriptions.
(J)	Technology Products and Solutions application service subscribers include: Ringback Tones, Music-on-Demand and Video-on-Demand.
(K)	Music subscribers represent an aggregate of all of our music services and include both Technology Products and Solutions application services subscribers and consumer subscription services. Music subscribers include: Rhapsody, Rhapsody-to-Go, premium radio, and Music-on-Demand. Revenue from Technology Products and Solutions application services, including Music-on-Demand, are included in our Technology Products and Solutions revenue.

RealNetworks, Inc. and Subsidiaries
Supplemental Financial Information
(Unaudited)

Reconciliation of GAAP net income to adjusted net income is as follows:

	Quarters Ended
	September 30,			June 30,			March 31,			December 31,			September 30,			June 30,			March 31,
	2007			2007			2007			2006			2006			2006			2006
	(in thousands, except per share data)
Net income in accordance with GAAP	$	4,342		$	1,327		$	39,961		$	39,302		$	42,153		$	38,878		$	24,883
Stock-based compensation		5,984			5,622			5,685			5,819			5,021			3,673			3,638
Loss (gain) on equity investments		—			(132	)		—			3,116			—			(2,286	)		—
Conversion of WiderThan stock options to a cash equivalent		413			614			845			641			—			—			—
Acquisitions related intangible asset amortization* (net of minority interest effect)		5,583			5,311			5,312			3,530			569			445			727
Gain on initial formation of Rhapsody America		(3,866	)		—			—			—			—			—			—
Expenses (benefit) related to antitrust litigation:
Income		—			—			(61,000	)		(61,000	)		(62,000	)		(58,000	)		(40,000	)
Expenses		201			202			471			1,026			1,000			997			971
Charitable contributions		—			—			1,921			2,009			1,889			1,805			1,225
Tax impact of above pro forma items*		(3,187	)		(3,858	)		20,051			18,428			20,370			19,569			12,446
Change in income tax valuation allowance		(255	)		(143	)		(2,805	)		(2,662	)		—			—			—
Adjusted net income	$	9,215		$	8,943		$	10,441		$	10,209		$	9,002		$	5,081		$	3,890
GAAP basic net income per share	$	0.03		$	0.01		$	0.25		$	0.24		$	0.26		$	0.24		$	0.15
GAAP diluted net income per share	$	0.03		$	0.01		$	0.22		$	0.22		$	0.24		$	0.22		$	0.14
Adjusted basic net income per share*	$	0.06		$	0.06		$	0.06		$	0.06		$	0.06		$	0.03		$	0.02
Adjusted diluted net income per share*	$	0.06		$	0.05		$	0.06		$	0.06		$	0.05		$	0.03		$	0.02
Shares used to compute basic net income per share		149,667			153,880			161,350			162,130			160,578			159,938			160,887
Shares used to compute diluted net income per share		163,094			169,033			178,053			180,919			178,913			177,337			176,923

Reconciliation of GAAP net income to adjusted EBITDA is as follows:

	Quarters Ended
	September 30,			June 30,			March 31,			December 31,			September 30,			June 30,			March 31,
	2007			2007			2007			2006			2006			2006			2006
	(in thousands)
Net income in accordance with GAAP	$	4,342		$	1,327		$	39,961		$	39,302		$	42,153		$	38,878		$	24,883
Interest income, net		(7,290	)		(8,065	)		(9,102	)		(9,644	)		(10,618	)		(9,381	)		(7,979	)
Stock-based compensation		5,984			5,622			5,685			5,819			5,021			3,673			3,638
Loss (gain) on equity investments		—			(132	)		—			3,116			—			(2,286	)		—
Conversion of WiderThan stock options to a cash equivalent		413			614			845			641			—			—			—
Depreciation and amortization		6,210			5,661			4,621			4,970			3,692			3,522			3,525
Acquisitions related intangible asset amortization* (net of minority interest effect)		5,583			5,311			5,312			3,530			569			445			727
Gain on initial formation of Rhapsody America		(3,866	)		—			—			—			—			—
Expenses (benefit) related to antitrust litigation:
Income		—			—			(61,000	)		(61,000	)		(62,000	)		(58,000	)		(40,000	)
Expenses		201			202			471			1,026			1,000			997			971
Charitable contributions		—			—			1,921			2,009			1,889			1,805			1,225
Income taxes		2,012			2,178			23,219			19,357			25,908			22,521			14,751
Adjusted EBITDA	$	13,589		$	12,718		$	11,933		$	9,126		$	7,614		$	2,174		$	1,741

* 2006 results have been restated to include acquisition related intangible asset amortization and related tax impact to conform to the pro forma presentation for 2007.

RealNetworks, Inc. and Subsidiaries
Segment Results of Operations
(Unaudited)

	Quarter Ended September 30, 2007
	Music(A)			Consumer(B)			TPS(C)			Other			Grand Total
	(in thousands)
Net revenue	$	37,658		$	54,166		$	53,271		$	—		$	145,095
Cost of revenue		20,891			10,326			25,427			—			56,644
Gross profit		16,767			43,840			27,844			—			88,451
Gross margin		45	%		81	%		52	%		—			61	%
Operating expenses:
Advertising with related party		7,747			—			—			—			7,747
Other operating expenses		25,679			36,782			33,428			201			96,090
Total operating expenses		33,426			36,782			33,428			201			103,837
Income (loss) from operations		(16,659	)		7,058			(5,584	)		(201	)		(15,386	)
Other income (expenses):
Interest income, net		—			—			—			7,290			7,290
Minority interest		6,466			—			—			—			6,466
Gain on initial formation of Rhapsody America		3,866			—			—			—			3,866
Gain on sale of interest in Rhapsody America		4,080			—			—			—			4,080
Other income		—			—			—			38			38
Other income, net		14,412			—			—			7,328			21,740
Income before income taxes	$	(2,247	)	$	7,058		$	(5,584	)	$	7,127		$	6,354
Reconciliation of segment GAAP income before taxes to segment adjusted EBITDA is as follows:
Income before income taxes	$	(2,247	)	$	7,058		$	(5,584	)	$	7,127		$	6,354
Interest income, net		—			—			—			(7,290	)		(7,290	)
Stock-based compensation		1,130			2,367			2,487			—			5,984
Conversion of WiderThan stock options to a cash equivalent		—			—			413			—			413
Acquisition related intangible amortization (D)		173			416			4,994			—			5,583
Gain on initial formation of Rhapsody America		(3,866	)		—			—			—			(3,866	)
Depreciation and amortization		1,233			1,578			3,399			—			6,210
Expenses (benefit) related to antitrust litigation:
Income		—			—			—			—			—
Expenses		—			—			—			201			201
Charitable contributions		—			—			—			—			—
Adjusted EBITDA	$	(3,577	)	$	11,419		$	5,709		$	38		$	13,589

	Quarter Ended June 30, 2007
	Music(A)			Consumer(B)			TPS(C)			Other			Grand Total
	(in thousands)
Net revenue	$	36,801		$	50,314		$	49,056		$	—		$	136,171
Cost of revenue		19,804			9,436			19,959			—			49,199
Gross profit		16,997			40,878			29,097			—			86,972
Gross margin		46	%		81	%		59	%		—			64	%
Operating expenses		24,037			34,814			33,096			202			92,149
Income (loss) from operations		(7,040	)		6,064			(3,999	)		(202	)		(5,177	)
Other income (expenses):
Interest income, net		—			—			—			8,065			8,065
Gain on sale of equity investments		—			—			—			132			132
Other income		—			—			—			485			485
Other income, net		—			—			—			8,682			8,682
Income before income taxes	$	(7,040	)	$	6,064		$	(3,999	)	$	8,480		$	3,505
Reconciliation of segment GAAP income before taxes to segment adjusted EBITDA is as follows:
Income before income taxes	$	(7,040	)	$	6,064		$	(3,999	)	$	8,480		$	3,505
Interest income, net		—			—			—			(8,065	)		(8,065	)
Stock-based compensation		1,129			2,142			2,351			—			5,622
Conversion of WiderThan stock options to a cash equivalent		—			—			614			—			614
Acquisition related intangible amortization (D)		22			583			4,706			—			5,311
Loss (gain) on equity investments		—			—			—			(132	)		(132	)
Depreciation and amortization		1,214			1,461			2,986			—			5,661
Expenses (benefit) related to antitrust litigation:
Income		—			—			—			—			—
Expenses		—			—			—			202			202
Charitable contributions		—			—			—			—			—
Adjusted EBITDA	$	(4,675	)	$	10,250		$	6,658		$	485		$	12,718

RealNetworks, Inc. and Subsidiaries
Segment Results of Operations
(Unaudited)

	Quarter Ended March 31, 2007
	Music(A)			Consumer(B)			TPS(C)			Other			Grand Total
	(in thousands)
Net revenue	$	34,127		$	50,913		$	44,432		$	—		$	129,472
Cost of revenue		18,875			9,128			17,940			—			45,943
Gross profit		15,252			41,785			26,492			—			83,529
Gross margin		45	%		82	%		60	%		—			65	%
Operating expenses		24,949			32,907			30,538			(58,608	)		29,786
Income (loss) from operations		(9,697	)		8,878			(4,046	)		58,608			53,743
Other income (expenses):
Interest income, net		—			—			—			9,102			9,102
Equity in net loss of investments		—			—			—			(132	)		(132	)
Other income		—			—			—			467			467
Other income, net		—			—			—			9,437			9,437
Income before income taxes	$	(9,697	)	$	8,878		$	(4,046	)	$	68,045		$	63,180
Reconciliation of segment GAAP income before taxes to segment adjusted EBITDA is as follows:
Income before income taxes	$	(9,697	)	$	8,878		$	(4,046	)	$	68,045		$	63,180
Interest income, net		—			—			—			(9,102	)		(9,102	)
Stock-based compensation		1,040			2,256			2,389			—			5,685
Conversion of WiderThan stock options to a cash equivalent		—			—			845			—			845
Acquisition related intangible amortization (D)		22			723			4,567			—			5,312
Depreciation and amortization		1,260			1,417			1,944			—			4,621
Expenses (benefit) related to antitrust litigation:
Income		—			—			—			(61,000	)		(61,000	)
Expenses		—			—			—			471			471
Charitable contributions		—			—			—			1,921			1,921
Adjusted EBITDA	$	(7,375	)	$	13,274		$	5,699		$	335		$	11,933

Note: Cost of revenue and operating expenses of the segments shown above include costs directly attributable to those segments and an allocation of general and administrative and other common or shared costs.
(A)	The Music segment primarily includes revenue and related costs from: Rhapsody America’s Rhapsody and RadioPass subscription services; sales of digital music content through the Rhapsody service and the RealPlayer music store; and advertising from music websites.
(B)	The Consumer segment primarily includes revenue and related costs from: the sale of individual games through our RealArcade service and our Games related websites including GameHouse, Mr. Goodliving, Zylom (acquired in January 2006), and Atrativa (acquired in November 2006); our GamePass and FunPass subscription service; our SuperPass and stand-alone premium video subscription services; RealPlayer Plus and related products; sales and distribution of third-party software products; and all advertising other than that related directly to our Music businesses.
(C)	TPS comprises our Technology Products and Services segment which includes revenue and related costs from: sales of ringback tone, music-on-demand, video-on-demand, messaging, and information services; sales of media delivery system software, including Helix system software and related authoring and publishing tools, both directly to customers and indirectly through original equipment manufacturer (OEM) channels; support and maintenance services sold to customers who purchase software products; broadcast hosting services; and consulting and professional services that are offered to customers.
(D)	Net of minority interest effect.

RealNetworks, Inc. and Subsidiaries
Supplemental Financial Information
(Unaudited)

	Quarter Ended September 30, 2007
						Acquisitions			WiderThan
						Related			Options
						Intangible			Converted			Antitrust
	As		Stock-Based			Asset			to a Cash			Litigation
	Reported		Compensation			Amortization(A)			Equivalent			Related			Adjusted
	(in thousands)
Expenses in accordance with GAAP
Cost of revenue	$	56,644	$	(208	)	$	(1,961	)	$	(65	)	$	—		$	54,410
Operating expenses:
Research and development	$	26,528	$	(1,740	)	$	—		$	(78	)	$	—		$	24,710
Sales and marketing		52,812		(2,395	)		(3,622	)		(190	)		—			46,605
Advertising with related party		7,747		—			—			—			—			7,747
General and administrative		16,750		(1,641	)					(80	)		(201	)		14,828
Total adjusted operating expenses, net	$	103,837	$	(5,776	)	$	(3,622	)	$	(348	)	$	(201	)	$	93,890

	Quarter Ended September 30, 2006
							Acquisitions
							Related
							Intangible			Antitrust
	As			Stock-Based			Asset			Litigation
	Reported			Compensation			Amortization(B)			Related			Adjusted
	(in thousands)
Expenses in accordance with GAAP
Cost of revenue (B)	$	28,389		$	(57	)	$	(234	)	$	—		$	28,098
Operating expenses:
Research and development	$	18,344		$	(1,878	)	$	—		$	—		$	16,466
Sales and Marketing (B)		37,560			(1,920	)		(335	)		—			35,305
General and administrative		14,043			(1,166	)		—			(2,750	)		10,127
Antitrust litigation benefit, net		(61,861	)		—			—			61,861			—
Total adjusted operating expenses, net (B)	$	8,086		$	(4,964	)	$	(335	)	$	59,111		$	61,898

	Nine Months Ended September 30, 2007
							Acquisitions			WiderThan
							Related			Options
							Intangible			Converted			Antitrust
	As			Stock-Based			Asset			to a Cash			Litigation
	Reported			Compensation			Amortization(A)			Equivalent			Related			Adjusted
	(in thousands)
Expenses in accordance with GAAP
Cost of revenue	$	151,786		$	(520	)	$	(6,093	)	$	(309	)	$	—		$	144,864
Operating expenses:
Research and development	$	75,012		$	(5,153	)	$	—		$	(357	)	$	—		$	69,502
Sales and marketing		152,593			(6,985	)		(10,113	)		(838	)		—			134,657
Advertising with related party		7,747			—			—			—			—			7,747
General and administrative		51,167			(4,633	)		—			(368	)		(2,542	)		43,624
Antitrust litigation benefit, net		(60,747	)		—			—			—			60,747			—
Total adjusted operating expenses, net	$	225,772		$	(16,771	)	$	(10,113	)	$	(1,563	)	$	58,205		$	255,530

	Nine Months Ended September 30, 2006
							Acquisitions
							Related
							Intangible			Antitrust
	As			Stock-Based			Asset			Litigation
	Reported			Compensation			Amortization(B)			Related			Adjusted
	(in thousands)
Expenses in accordance with GAAP
Cost of revenue (B)	$	81,788		$	(148	)	$	(810	)	$	—		$	80,830
Operating expenses:
Research and development	$	55,127		$	(4,565	)	$	—		$	—		$	50,562
Sales and Marketing (B)		111,604			(4,713	)		(931	)		—			105,960
General and administrative		41,586			(2,906	)		—			(7,441	)		31,239
Loss on excess office facilities		738						—			—			738
Antitrust litigation benefit, net		(159,554	)		—			—			159,554			—
Total adjusted operating expenses, net (B)	$	49,501		$	(12,184	)	$	(931	)	$	152,113		$	188,499

(A)	—	Net of minority interest effect.
(B)	—	2006 results have been restated to include acquisition related intangible asset amortization to conform to the pro forma presentation for 2007.

RealNetworks, Inc. and Subsidiaries
Supplemental Financial Information
(Unaudited)

A reconciliation of GAAP net income per diluted share guidance for the quarter ending December 31, 2007 and the full year ending December 31, 2007 to adjusted net income per diluted share guidance is as follows:

	Quarter Ending December 31, 2007						Year Ending December 31, 2007
	Low			High			Low			High
Net income per diluted share in accordance with GAAP	$	0.00		$	0.01		$	0.28		$	0.29
Stock based compensation		0.05			0.05			0.15			0.15
Conversion of WiderThan stock options to a cash equivalent		—			—			0.01			0.01
Acquisitions related intangible asset amortization		0.04			0.04			0.13			0.13
Net benefit related to antitrust litigation		—			—			(0.35	)		(0.35	)
Gain on initial formation of Rhapsody America		—			—			(0.02	)		(0.02	)
Tax impact of above pro forma items		(0.03	)		(0.03	)		0.05			0.05
Change in income tax valuation allowance		—			—			(0.02	)		(0.02	)
Total adjusted net income per diluted share	$	0.06		$	0.07		$	0.23		$	0.24