8-K

UNITED STATESSECURITIES 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, 2013

DIGITAL RIVER, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-24643	41-1901640
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10380 Bren Road West, Minnetonka, MN 55343

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code): (952) 253-1234

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 (see General Instruction A.2. below):

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

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

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

⃞ 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 September 30, 2013, Digital River, Inc., a Delaware corporation (“Digital River”), issued a press release announcing its financial results for the three-month period ended September 30, 2013, guidance for Digital River’s quarter ending December 31, 2013 and year ending December 31, 2013, and certain other information. A copy of the press release is furnished as Exhibit 99.1 hereto. The press release includes “safe harbor” language indicating that certain statements about Digital River’s business and other matters contained in the press release are “forward-looking” rather than “historic.” The press release also states that a more thorough discussion of certain factors which may affect Digital River’s operating results is included, among other sections, under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Digital River’s Annual Report on Form 10-K for the year ended December 31, 2012, and in Digital River’s other public filings with the SEC available at the SEC’s Web site (http://www.sec.gov).

The attached press release contains certain non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. To supplement our consolidated financial statements presented in accordance with GAAP, Digital River has supplied non-GAAP measures of net income and earnings per share, which are adjusted from results based on GAAP to primarily exclude certain expenses as well as the impact of EITF 04-08. We believe that these non-GAAP measures provide useful information to both management and investors by excluding certain expenses that may not be indicative of our core operating results. In addition, because we have historically reported certain non-GAAP results to investors, we believe the inclusion of non-GAAP results provides consistency in our financial reporting. These measures should be considered in addition to results prepared in accordance with GAAP, but are not a substitute for or superior to GAAP results. The non-GAAP measures included in the attached press release have been reconciled to the nearest GAAP measure. As used herein, “GAAP” refers to accounting principles generally accepted in the United States.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

The following exhibit is furnished with this report:

99.1      Press release dated October 30, 2013, announcing Digital River’s financial results for the three-month period ended September 30, 2013, guidance for Digital River’s quarter ending December 31, 2013 and year ending December 31, 2013, and certain other information.

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.

		DIGITAL RIVER, INC.
		By:	/s/ Stefan B. Schulz
			Name: Stefan B. Schulz
			Title: Chief Financial Officer
Date:	October 30, 2013

Exhibit Index
Exhibit No.	Description

99.1      Press release dated October 30, 2013, announcing Digital River’s financial results for the three-month period ended September 30, 2013, guidance for Digital River’s quarter ending December 31, 2013 and year ending December 31, 2013, and certain other information.

EX-99.1

Exhibit 99.1

Digital River Reports Third Quarter 2013 Financial Results

• Third quarter revenue of $90.3 million, including contributions from divested businesses
• Organic payments revenue increased 47 percent year-over-year
• Completed divestitures of two supporting businesses
• Provided updated 2013 revenue growth, excluding divested businesses, of 4 percent to 5 percent and non-GAAP EPS, ranging from $0.56 to $0.61

MINNEAPOLIS--(BUSINESS WIRE)--October 30, 2013--Digital River, Inc. (NASDAQ:DRIV) reported financial results for its third quarter of 2013.

Third Quarter Ended September 30, 2013
GAAP Results
Third quarter revenue totaled $90.3 million, including the contribution from the company’s recently divested businesses. This result was consistent with management’s third quarter revenue guidance of $88 to $92 million. Excluding the contribution from the divested businesses, third quarter revenue was $87.3 million, compared to $87.1 million during the same period last year.

Third quarter GAAP net loss, including the contribution from the company’s divested businesses, was $12.5 million or a net loss of $0.40 per share. Third quarter GAAP net loss, excluding the contribution from the divested businesses, was $7.6 million or a net loss of $0.24 per share. These results compared to a GAAP net loss of $0.7 million or a net loss of $0.02 per share in the third quarter of 2012, both including and excluding the contribution from the divested businesses.

Non-GAAP Results
Third quarter non-GAAP net loss, both including and excluding the contribution from the divested businesses, was $1 million or a loss of $0.03 per share. These results exceeded management’s third quarter non-GAAP guidance, which ranged from a net loss of $0.10 to a net loss of $0.05 per share. This compared to previously reported non-GAAP net income in the third quarter of 2012, including the contribution from the divested businesses, of $6.6 million and $0.20 per diluted share. Excluding the contribution from the divested businesses, non-GAAP net income was $6.1 million or $0.19 per diluted share in the third quarter of 2012.

“We reported solid financial results in the third quarter. We met revenue and exceeded earnings guidance, with payments continuing to be an important driver behind our top line growth,” said David Dobson, Digital River’s CEO. “We continue to take actions to accelerate our strategic transformation and deliver even more competitive products and services to our customers. We recently divested two of our non-core businesses. In addition, we appointed two new senior leaders to help drive our technology evolution and product innovation strategy, grow our core commerce, payments and marketing businesses, and increase our operational efficiency.”

Divestitures
During the third quarter, Digital River divested CustomCD, a provider of on-demand back-up media services, and Digital River Education Services, a reseller of software and hard goods for the U.S. education market. The businesses were previously included in the company’s Supporting Business line. The transactions closed on September 30, 2013, and October 1, 2013, respectively. The terms of the transactions are not material to the company’s financial position.

In accordance with applicable accounting standards, Digital River is presenting the CustomCD and Digital River Education Services businesses within discontinued operations in the consolidated statements of operations for all periods presented. The company’s historical consolidated financial statements and operating results have been updated to reflect this change.

Workforce Reduction
Subsequent to the third quarter, the company reduced global headcount by 7 percent in connection with the strategic transformation and rebalancing of skills and experience.

Share Repurchase
During the third quarter, the company repurchased approximately $12.7 million of common stock. All transactions took place in the open market.

Fourth Quarter and Full Year 2013 Guidance
Management’s forward-looking financial expectations for the fourth quarter of 2013, excluding the contribution of the divested businesses, are as follows:

• Revenue ranging from $96.5 to $100.5 million;
• GAAP EPS ranging from a net loss of $0.10 to a net loss of $0.03 per share; and finally
• Non-GAAP EPS ranging from $0.17 to $0.22 per diluted share, using a 21 percent tax rate.

Management’s forward-looking financial expectations for the full year 2013, excluding the contribution of the divested businesses, are as follows:

• Revenue ranging from $385 to $389 million, representing revenue growth of 4 percent to 5 percent compared to 2012;
• GAAP EPS ranging from a net loss of $0.67 to a net loss of $0.60 per share; and finally
• Non-GAAP EPS ranging from $0.56 to $0.61 per diluted share, using a 21 percent tax rate.

A detailed table providing a reconciliation of the company’s GAAP and non-GAAP earnings guidance estimates can be found accompanying this press release. A historical presentation of the company’s 2012 and 2013 continuing operating results as well as the new financial presentation reflecting the change in revenue categories from enterprise commerce and supporting revenues, to commerce and payments revenues can be accessed on the Investor Relations (www.digitalriver.com/investorrelations) section of its corporate website.

Digital River will host an open-access webcast presentation and conference call today at 4:45 p.m. EDT to discuss third quarter financial results. A live audio webcast can be accessed on the Investor Relations (www.digitalriver.com/investorrelations) section of its corporate website. Alternatively, to listen only to the live broadcast of the call, dial +1 (408) 427-3861 and use conference ID # 84237268. A webcast and audio replay of the presentation will be archived on Digital River’s corporate website.

About Digital River, Inc.
Digital River, Inc. builds and manages online businesses for software and game publishers, consumer electronics manufacturers, distributors, online retailers and affiliates. Its multi-channel commerce solution, which supports both direct and indirect sales, is designed to help companies of all sizes maximize online revenues as well as reduce the costs and risks of running a global commerce operation. The company’s comprehensive platform offers site development and hosting, order management, global payments, cloud-based billing, fraud management, export controls, physical and digital product fulfillment, multi-lingual customer service, advanced reporting and strategic marketing services.

Digital River is headquartered in Minneapolis with offices across the U.S., Asia, Europe and South America. For more details about Digital River, visit the corporate website, call +1 952-253-1234, or follow the company on Twitter.

Non-GAAP Net Income Calculation
Digital River’s non-GAAP net income (loss) from continuing operations is computed by adjusting GAAP pre-tax income from continuing operations as reported on the company’s statement of operations by adding back, when applicable, amortization of acquisition-related intangibles, stock-based compensation expense, intangible impairments, restructuring related costs, litigation settlement related costs, acquisition and integration costs, realized and unrealized investment gains or losses, and goodwill impairments, net of a 21 percent tax rate. Non-GAAP diluted earnings per share from continuing operations is calculated using the “if-converted” method with respect to the issuance of the company’s 2004 and 2010 convertible notes. In computing non-GAAP diluted earnings per share from continuing operations, if an increase in earnings per share will not result, adjust non-GAAP net income to add back debt interest and issuance cost amortization expenses, net of the tax benefit, and then divide this amount by fully diluted shares outstanding. This amount, representing the fully diluted earnings computation, is selected to represent non-GAAP diluted earnings per share from continuing operations for each period presented. To provide further clarity, a detailed reconciliation on the comparability of the GAAP and non-GAAP data has been provided in table form following the financial statements accompanying this release.

Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding the company’s anticipated future growth and future financial performance, as well as statements containing the words “anticipates,” “believes,” “plans,” “will,” “expects,” or “guidance” and similar words. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the company, or industry results, to differ materially from those expressed or implied by such forward-looking statements. Such factors include, among others: the company’s operating history and variability of operating results; competition in the commerce and payments markets; challenges associated with international expansion; our ability to execute on the 2013 holiday readiness program; the variability of foreign exchange rates; any breach or compromise of the company’s security systems; our ability to successfully manage our business while undertaking significant technical initiatives; our ability to execute upon our payments strategy and expand our business in this sector; our ability to achieve favorable tax rates in our international operations; and other risk factors referenced in the company’s public filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended Dec. 31, 2012. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in Digital River’s most recent reports on Form 10-K and Form 10-Q, each as it may be amended from time-to-time.

The forward-looking statements for fiscal 2013 reflect management’s expectations as of October 30, 2013. Results may be materially affected by many factors, such as changes in global conditions in the financial services markets and consumer spending, fluctuations in foreign currency rates, the rate of growth of online commerce and online payments, progress with key partners, and other factors. The guidance assumes, among other things, that there are no material changes to stock-based compensation expense and anticipated tax rates. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s analysis only as of the date hereof. The company undertakes no obligation to update these forward-looking statements or future guidance to reflect events or circumstances that may arise after the date hereof.

Digital River is a registered trademark of Digital River, Inc. All other trademarks and registered trademarks are trademarks of their respective owners.

Digital River, Inc.
Third Quarter Results
(In thousands, except share data)
Subject to reclassification
Consolidated Balance Sheets	(Unaudited)
	September 30,			December 31,
	2013			2012
Assets
Current assets
Cash and cash equivalents	$	458,062		$	542,851
Short-term investments		122,698			162,794
Accounts receivable, net of allowance of $2,853 and $4,834		50,605			55,192
Deferred tax assets		119			457
Prepaid expenses and other		28,807			31,813
Assets of discontinued operations		6,584			9,353
Total current assets		666,875			802,460
Property and equipment, net		52,703			53,098
Goodwill		140,389			108,960
Intangible assets, net of accumulated amortization of $85,655 and $78,757		32,255			11,718
Long-term investments		52,810			71,735
Deferred income taxes		1,390			-
Other assets		2,512			4,313
Total assets	$	948,934		$	1,052,284
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	135,699		$	201,826
Accrued payroll		15,316			11,294
Deferred revenue		10,008			13,119
Other current liabilities		70,994			50,149
Liabilities of discontinued operations		7,291			7,016
Total current liabilities		239,308			283,404
Non-current liabilities
Convertible senior notes		295,750			309,909
Other liabilities		22,217			16,973
Total non-current liabilities		317,967			326,882
Total liabilities		557,275			610,286
Stockholders' equity
Preferred stock, $.01 par value; 5,000,000 shares authorized; no shares issued or outstanding		-			-
Common stock, $.01 par value; 120,000,000 shares authorized; 49,928,175 and 48,941,402 shares issued		499			489
Treasury stock at cost; 16,495,649 and 13,581,889 shares		(416,999	)		(368,721	)
Additional paid-in capital		756,239			737,499
Retained earnings		51,177			75,901
Accumulated other comprehensive loss		743			(3,170	)
Stockholders' equity		391,659			441,998
Total liabilities and stockholders' equity	$	948,934		$	1,052,284

Digital River, Inc.
Third Quarter Results
(Unaudited, in thousands, except per share amounts)
Subject to reclassification
Consolidated Statements of Operations
	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
Revenue	$	87,260		$	87,056		$	288,444		$	272,377
Costs and expenses (exclusive of depreciation and amortization expense shown separately below):
Direct cost of services		16,205			15,476			55,272			47,810
Network and infrastructure		14,648			13,184			44,049			38,322
Sales and marketing		25,013			22,756			80,415			74,593
Product research and development		18,108			15,201			52,967			45,632
General and administrative		12,011			13,726			44,040			37,025
Goodwill impairment		-			-			21,249			-
Depreciation and amortization		5,682			4,940			15,748			15,171
Amortization of acquisition-related intangibles		2,149			1,118			6,360			3,526
Total costs and expenses		93,816			86,401			320,100			262,079
Income (loss) from operations		(6,556	)		655			(31,656	)		10,298
Interest income		553			773			1,929			2,908
Interest expense		(1,941	)		(2,262	)		(5,884	)		(6,756	)
Other income (expense), net		(297	)		(601	)		16,717			124
Income (loss) from continuing operations before income taxes		(8,241	)		(1,435	)		(18,894	)		6,574
Income tax expense (benefit)		(645	)		(700	)		(408	)		1,444
Income (loss) from continuing operations		(7,596	)		(735	)		(18,486	)		5,130
Income (loss) from discontinued operations, net of tax		(4,891	)		1			(6,238	)		(927	)
Net Income (loss)	$	(12,487	)	$	(734	)	$	(24,724	)	$	4,203
Income (loss) per share - basic
Income (loss) from continuing operations	$	(0.24	)	$	(0.02	)	$	(0.57	)	$	0.16
Income (loss) from discontinued operations		(0.16	)		0.00			(0.19	)		(0.03	)
Net income (loss) per share - basic	$	(0.40	)	$	(0.02	)	$	(0.76	)	$	0.13
Income (loss) per share - diluted
Income (loss) from continuing operations	$	(0.24	)	$	(0.02	)	$	(0.57	)	$	0.16
Income (loss) from discontinued operations		(0.16	)		0.00			(0.19	)		(0.03	)
Net income (loss) per share - diluted	$	(0.40	)	$	(0.02	)	$	(0.76	)	$	0.13
Shares used in per share calculation - basic		31,487			32,685			32,435			33,347
Shares used in per share calculation - diluted		31,487			32,685			32,435			33,579
Calculation of GAAP Diluted Net Income (Loss) Per Share
	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
GAAP net income (loss)	$	(12,487	)	$	(734	)	$	(24,724	)	$	4,203
Add back debt interest expense and issuance cost amortization, net of tax benefit		-			-			-			-
Adjusted net income (loss) for GAAP EPS calculation	$	(12,487	)	$	(734	)	$	(24,724	)	$	4,203
Net income (loss) per share - diluted	$	(0.40	)	$	(0.02	)	$	(0.76	)	$	0.13
Shares used in per share calculation - diluted		31,487			32,685			32,435			33,579

Digital River, Inc.
Third Quarter Results
(Unaudited, in thousands)
Subject to reclassification
Consolidated Statements of Cash Flows
	Nine months ended
	September 30,
	2013			2012
Operating Activities:
Net income (loss)	$	(24,724	)	$	4,203
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Loss on disposal of discontinued operations		2,110			-
Amortization of acquisition-related intangibles		6,360			5,301
Provision for doubtful accounts		1,400			1,349
Depreciation and amortization		15,831			15,258
Impairment of goodwill		21,249			-
Debt issuance cost amortization		1,278			1,481
Amortization of investment premiums		2,246			-
Loss on sale of equipment		121			39
Gain on sale of investment		(17,526	)		-
Stock-based compensation expense		16,295			18,255
Excess tax benefits from stock-based compensation		-			(129	)
Deferred and other income taxes		1,715			(4,325	)
Change in operating assets and liabilities (net of acquisitions):
Accounts receivable		(2,856	)		(11,539	)
Prepaid and other assets		5,940			(7,362	)
Accounts payable		(65,721	)		(62,586	)
Deferred revenue		(4,321	)		9,094
Income tax payable		(2,151	)		5,771
Other accrued liabilities		(2,801	)		846
Net cash provided by (used in) operating activities		(45,555	)		(24,344	)
Investing Activities:
Purchases of investments		(53,243	)		(95,776	)
Sales of investments		90,891			122,391
Cash received for cost method investments		39,636			-
Cash paid for acquisitions, net of cash received		(55,843	)		-
Cash received from divestitures		20			-
Purchases of equipment and capitalized software		(15,662	)		(14,394	)
Net cash provided by (used in) investing activities		5,799			12,221
Financing Activities:
Repurchase of senior convertible notes		(5,354	)		-
Exercise of stock options		1,273			1,522
Sales of common stock under employee stock purchase plan		1,183			1,300
Repurchase of common stock		(43,950	)		(20,242	)
Repurchase of restricted stock to satisfy tax withholding obligation		(4,328	)		(3,657	)
Excess tax benefits from stock-based compensation		-			129
Net cash provided by (used in) financing activities		(51,176	)		(20,948	)
Effect of exchange rate changes on cash		6,143			1,333
Net increase (decrease) in cash and cash equivalents		(84,789	)		(31,738	)
Cash and cash equivalents, beginning of period		542,851			497,193
Cash and cash equivalents, end of period	$	458,062		$	465,455
Cash paid for interest on convertible senior notes	$	3,123		$	3,560
Cash paid for income taxes	$	3,373		$	2,314

Digital River, Inc.
GAAP to non-GAAP Reconciliations
(Unaudited, in thousands, except per share amounts)
UTILIZING 21% EFFECTIVE INCOME TAX RATE
	Three months ended												Twelve months ended
	March 31,			June 30,			September 30,			December 31,			December 31,
	2012			2012			2012			2012			2012
GAAP pre-tax income (loss) from continuing operations	$	6,476		$	1,533		$	(1,435	)	$	(171,009	)	$	(164,435	)
Add back amortization of acquisition-related intangibles		1,257			1,151			1,118			1,174			4,700
Add back stock-based compensation expense		5,961			6,231			6,063			11,262			29,517
Add back restructuring related costs		331			-			-			1,354			1,685
Add back litigation settlement related costs		-			-			750			-			750
Add back acquisition and integration costs		-			-			622			175			797
Add back unrealized investment loss (gain)		-			-			627			(3,568	)		(2,941	)
Add back goodwill impairment		-			-			-			175,241			175,241
Subtotal		14,025			8,915			7,745			14,629			45,314
Income tax expense @ 21%		2,945			1,872			1,626			3,072			9,516
Non-GAAP income from continuing operations		11,080			7,043			6,119			11,557			35,798
Add back debt interest expense and issuance cost amortization, net of tax benefit		1,409			1,412			20			1,382			5,618
Adjusted income from continuing operations for non-GAAP EPS calculation	$	12,489		$	8,455		$	6,139		$	12,939		$	41,416
Non-GAAP income from continuing operations per share - diluted	$	0.30		$	0.21		$	0.19		$	0.32		$	1.02
Shares used in per share calculation - diluted		41,032			40,783			33,150			40,163			40,719
	Three months ended												Nine months ended
	March 31,			June 30,			September 30,						September 30,
	2013			2013			2013						2013
GAAP pre-tax income (loss) from continuing operations	$	(9,766	)	$	(887	)	$	(8,241	)				$	(18,894	)
Add back amortization of acquisition-related intangibles		1,928			2,283			2,149						6,360
Add back stock-based compensation expense		5,575			6,379			4,341						16,295
Add back restructuring related costs		2,808			424			395						3,627
Add back litigation settlement related costs		-			312			-						312
Add back acquisition and integration costs		4,532			269			94						4,895
Add back realized investment loss (gain)		(11,067	)		(6,459	)		-						(17,526	)
Add back goodwill impairment		21,249			-			-						21,249
Subtotal		15,259			2,321			(1,262	)					16,318
Income tax expense (benefit) @ 21%		3,204			487			(264	)					3,427
Non-GAAP income (loss) from continuing operations		12,055			1,834			(998	)					12,891
Add back debt interest expense and issuance cost amortization, net of tax benefit		1,233			-			-						59
Adjusted income (loss) from continuing operations for non-GAAP EPS calculation	$	13,288		$	1,834		$	(998	)				$	12,950
Non-GAAP income (loss) from continuing operations per share - diluted	$	0.33		$	0.06		$	(0.03	)				$	0.39
Shares used in per share calculation - diluted		39,767			32,739			31,487						32,949
Breakdown of stock-based compensation expense
	Three months ended												Nine months ended
	March 31,			June 30,			September 30,						September 30,
	2013			2013			2013						2013
Direct cost of services	$	42		$	47		$	35					$	124
Network and infrastructure		415			327			341						1,083
Sales and marketing		1,832			1,799			1,718						5,349
Product research and development		925			846			782						2,553
General and administrative		2,361			3,360			1,465						7,186
Total	$	5,575		$	6,379		$	4,341					$	16,295

Digital River, Inc.
Non-GAAP Guidance
(Unaudited, in millions except per share amounts)
Revenue Guidance Table
	2012 Actual
	Three months ended												Twelve months ended
	March 31,			June 30,			September 30,			December 31,			December 31,
	2012			2012			2012			2012			2012
Commerce	$	92.9		$	81.6		$	81.0		$	90.1		$	345.6
Payments		5.3			5.5			6.1			8.0			24.9
Total Revenue	$	98.2		$	87.1		$	87.1		$	98.1		$	370.5
	2013 Actual
	Three months ended												Nine months ended
	March 31,			June 30,			September 30,						September 30,
	2013			2013			2013						2013
Commerce	$	96.7		$	74.3		$	72.5					$	243.5
Payments		14.3			15.8			14.8						44.9
Total Revenue	$	111.0		$	90.1		$	87.3					$	288.4
	2013 Guidance
	Q4 2013						FY 2013
	Low Guidance			High Guidance			Low Guidance			High Guidance
Commerce	$	80.6		$	83.8		$	324.0		$	327.3
Payments		15.9			16.7			61.0			61.7
Total Expected Revenue	$	96.5		$	100.5		$	385.0		$	389.0
Non-GAAP Guidance Reconciliation
	Q4 2013						FY 2013
	Low Guidance			High Guidance			Low Guidance			High Guidance
Expected GAAP net income (loss) per share from continuing operations - diluted	$	(0.10	)	$	(0.03	)	$	(0.67	)	$	(0.60	)
Add back amortization of acquisition-related intangibles, net of tax		0.06			0.06			0.21			0.21
Add back stock-based compensation expense, net of tax		0.12			0.12			0.52			0.52
Add back restructuring related costs, net of tax		0.05			0.05			0.14			0.14
Add back litigation settlement related costs, net of tax		-			-			0.01			0.01
Add back acquisition and integration costs, net of tax		0.02			0.02			0.14			0.14
Add back realized investment gain, net of tax		-			-			(0.43	)		(0.43	)
Add back goodwill impairment, net of tax		-			-			0.52			0.52
Add back convertible debt dilution impact, net of tax		-			(0.01	)		(0.01	)		(0.01	)
Tax variability		0.02			0.01			0.13			0.11
Expected non-GAAP diluted net income (loss) per share	$	0.17		$	0.22		$	0.56		$	0.61
Projected Shares Used in Per Share Calculation
	Q4 2013						FY 2013
	Low Guidance			High Guidance			Low Guidance			High Guidance
Shares used in per share calculation - GAAP diluted		30,871			30,871			32,083			32,083
Shares used in per share calculation - non-GAAP diluted		31,772			37,792			32,803			32,803

CONTACT:
Digital River, Inc.
Investor Relations Contact:
Melissa Fisher, 952-225-3351
Vice President, Corporate Development, Investor Relations and Treasury
investorrelations@digitalriver.com
or
Media Relations Contact:
Gerri Dyrek, 952-225-3719
Group Vice President, Corporate Communications
publicrelations@digitalriver.com