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TIVO INC (TIVO)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 04/14/2006
Filed Period 01/31/2006

Table of contents

  • Page 1
    TIVO INC (TIVO) 10-K Annual report pursuant to section 13 and 15(d) Filed on 04/14/2006 Filed Period 01/31/2006

  • Page 2
    ...second fiscal quarter, was approximately $434.6 million (based on the closing sales price of the registrant's common stock on that date as reported in the Nasdaq National Market System). Shares of the registrant's common stock held by each officer and director and each person known to the registrant...

  • Page 3
    Part III incorporates by reference certain information from the registrant's definitive proxy statement (the "Proxy Statement") for the 2006 Annual Meeting of Shareholders to be filed on or before May 31, 2006.

  • Page 4
    ...it," "TiVolution," "Active Preview," "DIRECTIVO," Home Media Option, "Life's too short for bad TV," "Overtime Scheduler," "Personal TV," "Primetime Anytime," "Season Pass," "See it, want it, get it," Series2 (logo and text), the Jump Logo, "TiVoToGo," the Thumbs Up logo, and the Thumbs Down logo are...

  • Page 5
    ... and services for digital video recorders ("DVR"). The subscription-based TiVo service improves home entertainment by providing consumers with an easy way to record, watch, and control television with such features as Season Pass recordings, WishList® searches, TiVoToGo recordings, and online...

  • Page 6
    ...-enabled DVRs can support analog cable, digital cable, satellite, or over-the-air broadcast television, including high definition television. The TiVo service enables consumers to watch TV on their own schedule by automatically finding and digitally recording their favorite shows, all season long...

  • Page 7
    ...increasing numbers. Last year we announced a partnership with Comcast to deploy, in the future, a software version of the TiVo service on DVR hardware manufactured by Motorola and deployed by Comcast. Extend and Protect Our Intellectual Property. The convenience, control, and ease of use of the TiVo...

  • Page 8
    ... of products including standalone TiVo service DVRs, DIRECTV receivers, DVD players, and DVD recorders. The TiVo-enabled DVR hardware design includes a modular front-end that allows the basic platform to be used for digital and analog broadcast, digital and analog cable, and satellite applications...

  • Page 9
    ..., dated as of March 31, 2005, with DIRECTV. This amendment extends the term of the Services Agreement until February 15, 2010, and provides DIRECTV with the ability to obtain additional technical support and training for its use of advertising-related software tools with DIRECTV receivers with TiVo...

  • Page 10
    ...while managing costs, we have shared marketing expenses with key retailers, and in some cases, we have offered to share a portion of the subscription revenues. We also sell bundled offering of a TiVo-enabled DVR and a subscription to the TiVo service through our direct sales channel. Current pricing...

  • Page 11
    ...of our annual DVR sales and new subscriptions during and immediately after the holiday shopping season with associated increases in revenue. We also incur significant increases in expenses in the second and third quarter related to hardware costs, rebates, revenue share and other payments to channel...

  • Page 12
    ... against several types of products with basic time-slot based recordings or enhanced electronic program guide (EPG) based DVR functionality offered by consumer electronics companies. These products record an analog television signal output from a cable or satellite set-top box, analog cable feed, or...

  • Page 13
    ... programming without the need for a digital cable set-top box. In general, these hard-drive equipped DVD recorders and TVs do not require DVR service fees and offer basic DVR functionality. In the future, companies such as Sony and Microsoft could incorporate DVR technology into their video game...

  • Page 14
    ... of television signals with internet access, automatic rescheduling of recordings, content screening, enhanced program information search, and electronic program guide interface enhancements. Among others, we have secured U.S. registrations for the marks "TiVo," the TiVo logo, the TiVo Smile...

  • Page 15
    ... products targeted at managed electronic distribution. From November 1994 to May 1996, Mr. Barton served as Chief Technical Officer of Interactive Digital Solutions Company, a joint venture of Silicon Graphics Incorporation (SGI) and AT&T Network Systems created to develop interactive television...

  • Page 16
    ...the State of Delaware. We maintain an Internet website at the following address: www.tivo.com. The information on our website is not incorporated by reference in this annual report on Form 10-K or in any other filings we make with the Securities and Exchange Commission (the "SEC"). We make available...

  • Page 17
    ... head-end that stream video across the network to a digital cable set-top box within the consumer's home. Cable operators can use server-based VOD and DVR technology to deliver movies, television shows, and other content to consumers. Consumers can watch this programming on demand, with VCR-like...

  • Page 18
    ...types of products with basic or enhanced electronic program guide (EPG) based DVR functionality offered by consumer electronics companies. These products record an analog television signal output from a cable or satellite set-top box, analog cable feed, or antenna. • Standalone DVRs and hard drive...

  • Page 19
    ... their obligations, we may be unable to find alternative suppliers or deliver our products and services to our customers on time. We currently rely on sole suppliers for a number of the key components used in the TiVo-enabled DVRs and the TiVo service. For example Broadcom is the sole supplier of...

  • Page 20
    ... to cease manufacturing DVRs that enable the TiVo service, our retailers to stop selling the product or us to cease providing our service, or all of the above, which would eliminate our ability to generate revenues. Under our agreements with many of our manufacturing and licensing partners, we are...

  • Page 21
    ... of the patents by making, using, selling or importing digital video recording devices, digital video recording device software and/or personal television services in the United States, that allegedly infringe the patents, and that such infringement is willful and ongoing. Under the terms of our...

  • Page 22
    ... calendar year 1999. Many consumers are not aware of the benefits of our products. DVR products and services represent a relatively new consumer electronics category. Retailers, consumers, and potential partners may perceive little or no benefit from digital video recorder products and services. We...

  • Page 23
    ... our customers already pay monthly fees for cable or satellite television. We must convince these consumers to pay an additional subscription fee to receive the TiVo service. Consumers may perceive the TiVo service and related DVR as too expensive. In order to continue to grow our subscription base...

  • Page 24
    ... growing base of subscriptions to the TiVo service. We also will need to work closely with television advertisers, cable and satellite network operators, electronic commerce companies, and consumer electronics manufacturers to develop products and services in these areas. We may not be able to work...

  • Page 25
    ... new products and services for digital video recorders as well as maintain our current functionality. If we are unable to maintain and further develop and improve the TiVo service or maintain and expand our operations in a cost-effective or timely manner, our ability to attract and retain customers...

  • Page 26
    ... customer support for the TiVo service and DVR will damage our reputation in the digital video recorder and consumer electronics marketplace and strain our relationships with customers and consumer electronics manufacturers. This could prevent us from gaining new or retaining existing subscriptions...

  • Page 27
    ...have agreed to share a substantial portion of our subscription and other fees with some of our retail customers and consumer electronics manufacturing companies in exchange for manufacturing, distribution and marketing support, and discounts on key components for DVRs. These agreements require us to...

  • Page 28
    ... television networks. These lawsuits alleged that the competitor's digital video recorders violate copyright laws by allowing users to skip commercials, delete recordings only when instructed and use the Internet to send recorded materials to other users. TiVo-enabled DVRs have some similar features...

  • Page 29
    ... TiVo software includes parts of the Linux kernel and the GNU/Linux operating system. The Linux kernel and the GNU/Linux operating system have been developed and licensed under the GNU General Public License, version 2 and similar open source licenses. These licenses state that any program licensed...

  • Page 30
    ... consumer electronic devices, such as DVRs and set-top boxes, may regulate and increase the production, manufacture, use, and disposal costs incurred by us and our customers. For example future energy regulations could potentially make it more costly for us to design, manufacture, and sell our DVRs...

  • Page 31
    ... the use of data from subscriptions could reduce demand for the TiVo service and result in increased expenses. Consumers may be concerned about the use of viewing information gathered by the TiVo service and the DVR. Currently, we gather anonymous information about our customers' viewing choices...

  • Page 32
    ... could be harmed. Product defects, system failures or interruptions to the TiVo service may have a negative impact on our revenues, damage our reputation and decrease our ability to attract new customers. Our ability to provide uninterrupted service and high quality customer support depends on the...

  • Page 33
    ...the market price of our common stock would likely fall. Factors that may affect our annual operating results include demand for TiVo-enabled DVRs and the TiVo service; the timing and introduction of new services and features on the TiVo service; seasonality and other consumer and advertising trends...

  • Page 34
    ... we have experienced that sales of DVRs and new subscriptions to the TiVo service have been disproportionately high during the holiday shopping season when compared to other times of the year. If we are unable to accurately forecast and respond to consumer demand for our products, our reputation and...

  • Page 35
    ... may adversely affect the terms upon which we are able to obtain additional capital through the sale of equity securities. We expect to continue to experience volatility in our stock price. The market price of our common stock is highly volatile. Since our initial public offering in September 1999...

  • Page 36
    ... of the patents by making, using, selling or importing digital video recording devices, digital video recording device software and/or personal television services in the United States that allegedly infringe the patents, and that such infringement is willful and ongoing. Under the terms of the...

  • Page 37
    ... 22, 2005, a consumer class action lawsuit against TiVo Inc. was filed in the Superior Court of the State of California, County of San Francisco. This action, which is captioned Nolz, et al. v. TiVo, was brought on behalf of a purported class of purchasers of the Company's gift subscriptions which...

  • Page 38
    ...of its officers and directors are named as defendants was filed in the United States District Court for the Southern District of New York. This action, which is captioned Wercberger v. TiVo et al., also names several of the underwriters involved in the Company's initial public offering as defendants...

  • Page 39
    ... table sets forth, for the periods indicated, the high and low sales prices of our common stock as reported by the Nasdaq National Market, on any trading day during the respective period: Fiscal Year 2006 High Low Fourth Quarter ended January 31, 2006 Third Quarter ended October 31, 2005 Second...

  • Page 40
    ... Year Ended January 31, 2006 2005 2004 2003 2002 (in thousands, except per share data) Consolidated Statement of Operations Data: Revenues Service revenues Technology revenues Hardware revenues Rebates, revenue share, and other payment to the channel Net Revenues Cost and Expenses Cost of service...

  • Page 41
    ...Months Ended Apr 30, Jan 31, 2005 2005 Oct 31, 2004 Jul 31, 2004 Apr 30, 2004 (unaudited, in thousands except per share data) Revenues Service revenues Technology revenues Hardware revenues Rebates, revenue share, and other payments to channel Net revenues Cost of revenues Cost of service revenues...

  • Page 42
    ... and services for digital video recorders. The subscription-based TiVo service improves home entertainment by providing consumers with an easy way to record, watch, and control television with such features as Season Pass recordings, WishList® searches, TiVoToGo transfers, and online scheduling...

  • Page 43
    ... have announced our intention to eliminate the product lifetime service option. We count these as subscriptions until both of the following conditions are met: (i) the four-year period we use to recognize lifetime subscription revenues ends, and (ii) the related DVR has not made contact to the TiVo...

  • Page 44
    ... consumer electronics partners a version of the TiVo service with reduced functionality called TiVo Basic that does not involve a fee to consumers. DVRs with the TiVo Basic service that have not upgraded to the TiVo service are not included in our subscription totals. TiVo-Owned Churn Rate per Month...

  • Page 45
    ..., revenue share, and other payments to channel. As a result of the seasonal nature of our subscription growth, SAC varies significantly during the year. Management primarily reviews this metric on an annual basis due to the timing difference between our recognition of promotional program expense and...

  • Page 46
    ...years 2005 and 2004 to $8.83 from $8.76 from $8.57, respectively. This increase was largely due to increased volume of monthly subscriptions. The impact on ARPU of this increase in monthly subscriptions was partially offset by two factors: (1) an increase in the number of TiVo-Owned product lifetime...

  • Page 47
    ...the life of the DVR for a one-time, upfront payment. We have announced our intention to eliminate the product lifetime service option. We recognize subscription revenues from lifetime subscriptions ratably over a four-year period, based on our estimate of the useful life of these DVRs. As of January...

  • Page 48
    ...rebate expense will be reversed. Additionally, we record an estimated potential liability for our consumer discount programs that are based on the number of estimated sell-through units for the programs. During the quarter ended July 31, 2005, we offered a $50 discount and a $100 discount program to...

  • Page 49
    ... all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based upon their fair values. Pro forma disclosure is no longer an alternative. In April 2005, the Securities and Exchange Commission announced the adoption of a new...

  • Page 50
    ... offered a free DVR with the purchase of an annual or product lifetime product subscription. Although volume of units sold increased for the fiscal year ended January 31, 2005 by 200% from the prior fiscal year, hardware revenue from these units was lower per unit as we decreased our sales price...

  • Page 51
    ... as a result of TiVo's increased focus on issues of customer care and retention. Additionally, technology license fees increased by 269% or by $1.6 million for the fiscal year ended January 31, 2005 and, telecommunication and network expenses related to providing the TiVo service increased by 51% or...

  • Page 52
    ... costs. We engage a contract manufacturer to build TiVo-enabled DVRs. We sell this hardware as a means to grow our service revenues and, as a result, do not intend to generate positive gross margins from these hardware sales. The number of DVRs sold to our retailers and through our direct channel...

  • Page 53
    ... print, online, radio, and television), public relations activities, special promotions, trade shows, and the production of product related items, including collateral and videos. Sales and marketing expenses, as a percentage of net revenue, decreased by 4% for the fiscal year ended January 31...

  • Page 54
    ... period primarily due to an increase in accounting and information system headcount of 20 employees. In connection with our ongoing lawsuits, we have expensed $1.3 million for the fiscal year ended January 31, 2005 for legal expenses in connection with the Sony patent infringement case. We expect to...

  • Page 55
    ... and by an increase in revenues from subscriptions. Cash from deferred revenues has increased during the fiscal years 2006, 2005, and 2004 because we sold product lifetime subscriptions and receive up front license and engineering services payments. These activities cause us to receive cash payments...

  • Page 56
    ... stock for acquisition of patent rights. Net Cash Provided by Financing Activities For the fiscal year ended January 31, 2006, the principal source of cash generated from financing activities related to the issuance of common stock for stock options exercised and our employee stock purchase plan...

  • Page 57
    ... expenses, including increases in customer support and retention expenditures; future subscription growth of both TiVo-Owned and DIRECTV subscriptions; our estimates of the useful life of TiVo-enabled DVRs in connection with the recognition of revenue received from product lifetime subscriptions...

  • Page 58
    ... on these forward-looking statements, which reflect management's analysis only as of the date of this annual report and we undertake no obligation to publicly update or revise any forward-looking statements in this annual report. The reader is strongly urged to read the information set forth under...

  • Page 59
    ...-year period ended January 31, 2006, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of TiVo Inc.'s internal control over financial reporting...

  • Page 60
    ..., current Total current liabilities LONG-TERM LIABILITIES Deferred revenue, long-term Deferred rent and other Total long-term liabilities Total liabilities COMMITMENTS AND CONTINGENCIES (see Note 13) STOCKHOLDERS' DEFICIT Preferred stock, par value $0.001: Authorized shares are 10,000,000 Issued and...

  • Page 61
    ... years ended $ January 31, 2005 and 2004, respectively) Hardware revenues Rebates, revenue share, and other payments to channel (includes $103 of contra-revenues-related parties for the fiscal year ended January 31, 2004) Net revenues Cost of revenues Cost of service and technology revenues Cost...

  • Page 62
    ... stock to employee Recognition of stock based compensation expense - Issuance of common stock related to exercise of common stock 1,520,287 options Issuance of common stock related to employee stock purchase 408,096 plan Amortization of prepaid marketing expense - Amortization of note receivable...

  • Page 63
    ... to employee stock purchase plan 434,083 Deferred compensation from issuance of stock options with - exercise prices below fair market value Retirement due to forfeiture of unvested restricted common stock (16,852) Recognition of stock based compensation expense - Net loss - BALANCE JANUARY 31, 2005...

  • Page 64
    ...-In Deferred Marketing Related Accumulated Amount Capital Compensation Expense Parties Deficit Shares Total BALANCE JANUARY 31, 2005 82,280,876 $ Issuance of common stock related to exercise of common stock 1,643,915 options Issuance of common stock related to employee stock purchase plan 671,348...

  • Page 65
    ... for the fiscal years ended January 31, 2005 and 2004, respectively) Deferred revenue, long-term Deferred rent and other long-term liabilities Net cash provided by (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchases of short-term investments Sales of short-term investments...

  • Page 66
    ... Issuance of restricted common stock Issuance of compensatory common stock at $10.57 per share Deferred compensation recorded from issuance of stock options at option price at less than fair market value Deferred compensation recorded from acceleration of stock option vesting The accompanying notes...

  • Page 67
    ... and services for digital video recorders. The subscription-based TiVo service (the "TiVo service") improves home entertainment by providing consumers with an easy way to record, watch, and control television. TiVo also provide a unique platform for the television industry, including for advertisers...

  • Page 68
    ... on securities classified as available-for-sale are included in interest income in the consolidated statements of operations. Finished Goods Inventories TiVo maintains a finished goods inventory of DVRs throughout the year. Inventories are stated at the lower of cost or net realizable value on...

  • Page 69
    ... benefited. Subscription revenues from product lifetime subscriptions are recognized ratably over a four-year period, which is the Company's estimate of the useful life of a TiVo-enabled DVR. Also included in service revenues are provisioning fees received from third parties, such as DIRECTV, which...

  • Page 70
    ... volume of unit sales over the warranty period, multiplied by the expected rate of warranty returns multiplied by the estimated cost to replace or repair the customers' product returns under warranty. Interest Expense and Other Included in interest expense for the fiscal years ended January 31, 2005...

  • Page 71
    ... APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. During the fiscal year ended January 31, 2006, options to purchase 7,271,500 shares were granted under the Company's stock option plans at exercise prices equal to the market price of the underlying common...

  • Page 72
    ... share basic and diluted, proforma $ (0.53) $ (1.12) $ (0.69) Stock-based employee compensation expense for fiscal year ended January 31, 2006, 2005 and 2004 was $386,000, $1.1 million, and $173,000, respectively, was recorded for stock options issued to employees below market price of the Company...

  • Page 73
    ... all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based upon their fair values. Pro forma disclosure is no longer an alternative. In April 2005, the Securities and Exchange Commission announced the adoption of a new...

  • Page 74
    ... by Statement 123, the Company currently accounts for share-based payments to employees using the intrinsic value method and, as such, generally recognize no compensation cost for employee stock options. Accordingly, the adoption of Statement 123(R)'s fair value method will have a significant...

  • Page 75
    ...) 2,231 The total amortization expense for fiscal year ended 2006 and 2005 was $940,000 and $70,000, respectively. The total expected future annual amortization expense related to capitalized software and intangible assets is calculated on a straight-line basis, using the useful lives of the assets...

  • Page 76
    ... Product Warranties The Company's minimum warranty period to consumers for TiVo-enabled DVRs is 90 days from the date of consumer purchase. Within the minimum warranty period, consumers are offered a no-charge exchange for TiVo-enabled DVRs returned due to product defect. After the minimum warranty...

  • Page 77
    ...and prepaid issuance costs were amortized using the straight-line method over the term of the notes or upon conversion, if earlier, which approximates the effective interest rate method. During the fiscal year ended January 31, 2004, the Company issued 2,506,265 shares of common stock as a result of...

  • Page 78
    ... 2 years based on their continued employment with TiVo Inc. During the fiscal years ended January 31, 2006, 2005, and 2004, the Company issued 671,348 shares, 434,083 shares, and 408,096 shares of common stock as a result of employee stock purchase plan purchases and 1,643,915 shares, 448,086 shares...

  • Page 79
    ... 2006. Four year warrants were issued to certain institutional investors on October 8, 2002 to purchase 1,323,120 shares of the Company's common stock at an exercise price of $5.00 with an expiration date of October 8, 2006. • 10. RETIREMENT PLAN In December 1997, the Company established a 401...

  • Page 80
    ... Directors' Plan provides for the automatic grant of options to purchase shares of the Company's common stock to non-employee directors at a price equal to the fair market value of the stock at the date of the grant. Initial options granted to new directors vest monthly over two years from the date...

  • Page 81
    ... of each year, and are six months in length. Under the Employee Stock Purchase Plan, the board may, in the future, specify offerings up to 27 months. On August 15, 2002, the board amended the 1999 Employee Stock Purchase Plan to change the effective date for automatic annual increases to the reserve...

  • Page 82
    ... the fiscal year ended January 31, 2004 was $369,950 based on the closing price of $10.57 per share on the date of grant. On September 20, 2004 a stock option grant of 150,000 shares was made to a new employee with an option price less than the fair market value of the Company's common stock for the...

  • Page 83
    ... by making, selling, offering to sell and/or selling digital video recording devices, digital video recording device software, and/or personal television services in the United States. On March 9, 2005, the Court denied motions to dismiss and transfer the Company's patent infringement case against...

  • Page 84
    ... of the patents by making, using, selling or importing digital video recording devices, digital video recording device software and/or personal television services in the United States that allegedly infringe the patents, and that such infringement is willful and ongoing. Under the terms of the...

  • Page 85
    ...of its officers and directors are named as defendants was filed in the United States District Court for the Southern District of New York. This action, which is captioned Wercberger v. TiVo et al., also names several of the underwriters involved in the Company's initial public offering as defendants...

  • Page 86
    ... and in New York. The Company's corporate headquarters consists of two buildings located in Alviso, California, which are used for administrative, sales and marketing, customer service, and product research and development activities. Operating lease cash payments for fiscal years ended January 31...

  • Page 87
    ... accounted for as a provision for income tax. The income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 35% to pretax loss as a result of the following: Fiscal Year Ended January 31, 2006 2005 (In thousands) 2004 Federal statutory rate of 35% State...

  • Page 88
    ... to digital video recorder platforms and technology. In fiscal years 2005 and 2006, TGC performed design and development activities related to a potential TiVo product for the US market. During fiscal year ended January 31, 2006 the Company paid TGC $894,000 for a variety of services including...

  • Page 89
    ... on Comcast's DVR platforms, which would enable any TiVo-specific DVR and networking features requested by Comcast, such as WishList® searches, Season Pass recordings, home media features, and TiVoToGo transfers. In addition, the Company has agreed to develop an advertising management system for...

  • Page 90
    ... the Product Integration and Marketing Agreement, dated June 9, 2000. Under the terms of the new agreement, AOL agreed to pay TiVo a technology development fee to develop an application that works in conjunction with the AOL service and the Company's Series2 digital video recording technology...

  • Page 91
    ... would allow DIRECTV to distribute automatic recording capabilities and delivery of promotional video to a receiver's hard-disk drive. In exchange for the Company's license to use the software tools that allow DIRECTV to distribute these services directly, DIRECTV has agreed to pay TiVo a fee. The...

  • Page 92
    ... it recognizes product lifetime subscription revenues. Monthly subscription revenue share is expensed on a monthly basis as they are earned by DIRECTV. The Amendment also modifies the Company's indemnity obligations under the Tax Agreement, such that, following a specific milestone date set forth in...

  • Page 93
    ..., dated as of March 31, 2005, with DIRECTV. This amendment extends the term of the Services Agreement until February 15, 2010, and provides DIRECTV with the ability to obtain additional technical support and training for its use of advertising-related software tools with DIRECTV receivers with TiVo...

  • Page 94
    ... would provide for certain incentive compensation for the Company's executives. Under the Fiscal Year 2007 Bonus Plan For Executives, cash and stock bonuses, if any, will be based on the Company's achievement of specified corporate and departmental goals both at the mid-year and end of fiscal year...

  • Page 95
    ... accepted accounting principles, and that receipts and expenditures of our company are being made only in accordance with authorizations of managements and our board of directors; and (iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or...

  • Page 96
    ...on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan...

  • Page 97
    ... video recording devices, digital video recording device software, and/or personal television services in the United States. The jury ruled that the Company's patent is valid and that all nine of the asserted claims in the Company's patent are infringed by each of the accused EchoStar products...

  • Page 98
    ... officer, chief financial officer, and controller. This code of ethics is posted on our Website located at www.tivo.com. The code of ethics may be found as follows: From our main Web page, first click on "About TiVo Inc." on the left side of the page and then on "Investor Relations." Next click on...

  • Page 99
    ... Current Report on Form 8-K filed on February 28, 2001). Second Amendment to Rights Agreement, dated as of April 12, 2006, between TiVo Inc. and Wells Fargo Shareowner Services, as Rights Agent (filed herewith). Certificate of Designations of the Series B Junior Participating Preferred Stock of TiVo...

  • Page 100
    ... on Form 10-Q filed on September 9, 2005). TiVo Inc. Amended & Restated Employee Stock Purchase Plan and related documents (incorporated by reference to Exhibit 10.8 of the registrant's Quarterly Report on Form 10-Q filed on September 9, 2005). Form of Stock Option Agreement for Amended & Restated...

  • Page 101
    ...the registrant's Quarterly Report on Form 10-Q filed on December 15, 2003). Amended and Restated Services Agreement, dated as of March 31, 2005, between TiVo Inc. and DIRECTV, Inc. (incorporated by reference to Exhibit 10.30 of the registrant's Annual Report on Form 10-K filed on April 15, 2005). 97

  • Page 102
    ...'s Annual Report on Form 10-K filed on April 15, 2005). TiVo Interactive Program Guide License Agreement, effective as of June 6, 2003, by and between TiVo Inc. and Gemstar - TV Guide International, Inc. (incorporated by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed...

  • Page 103
    ... on Form 10-Q filed on June 9, 2005). Tribune Media Services Television Listing Data Agreement between Tribune Media Services, Inc. and TiVo Inc., with an effective date of March 1, 2004 (incorporated by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed on January 23...

  • Page 104
    ... Exhibit 10.58 of the registrant's Annual Report on Form 10-K filed on April 15, 2005). First Amendment to the Licensing and Marketing Agreement, effective as March 27, 2006, between TiVo Inc., Comcast STB Software DVR, LLC, and Comcast Corporation (filed herewith). TiVo Code of Conduct, as amended...

  • Page 105
    ...Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TIVO INC. Date: April 14, 2006 /S/ THOMAS ROGERS Thomas Rogers Chief Executive Officer 101

  • Page 106
    ... his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting...

  • Page 107
    Table of Contents /s/ /s/ /s/ JOSEPH UVA Director Director Director April 14, 2006 April 14, 2006 April 14, 2006 Joseph Uva GEOFFREY Y. YANG Geoffrey Y. Yang DAVID ZASLAV David Zaslav 103

  • Page 108
    ... the Rights Agreement, dated as of January 16, 2001 (the "Rights Agreement"), between TiVo Inc., a Delaware corporation (the "Company"), and Wells Fargo Shareowner Services (the "Rights Agent"), as amended by the First Amendment thereto, dated as of February 20, 2001. Capitalized terms used but not...

  • Page 109
    ... under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date of this Agreement, without regard to the 60-day limitation in Rule 13d-3(d)(1)(i)." 2. This Second Amendment shall be effective as of the date hereof and, except as expressly set forth herein...

  • Page 110
    IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first written above. TIVO INC. By /s/ Tom Rogers Name: Thomas Rogers Title: Chief Executive Officer WELLS FARGO SHAREOWNER SERVICES By /s/ Darren Larson Name: Darren Larson Title: Vice President 3

  • Page 111
    ... provisions in the Vendor Agreement as explicitly set forth in this Sixth Amendment. NOW, THEREFORE, Best Buy Purchasing LLC and TiVo Inc. agree as follows: AGREEMENT Unless stated otherwise, capitalized terms used herein have the meanings set forth in the Vendor Agreement. 1. TERM. Section 16.1 of...

  • Page 112
    ... certain Licensing and Marketing Agreement having an effective date of March 15, 2005 (the "Agreement"); and WHEREAS, the Initial TIMS Statement of Work provides for two phases of development; WHEREAS, the first phase contemplates acceptance of significant interactive advertising functionality on or...

  • Page 113
    ...year period ended January 31, 2006, management's assessment of the effectiveness of internal control over financial reporting as of January 31, 2006, and the effectiveness of internal control over financial reporting as of January 31, 2006, which reports appear in the January 31, 2006, annual report...

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    ... the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 14, 2006 /s/ THOMAS...

  • Page 115
    ... the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 14, 2006 /s/ DAVID...

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    ...to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the TiVo Inc. (the "Company") Annual Report on Form 10-K for the period ending January 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas Rogers, Chief Executive Officer of the...

  • Page 117
    ... 906 of the Sarbanes-Oxley Act of 2002 In connection with the TiVo Inc. (the "Company") Annual Report on Form 10-K for the period ending January 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David H. Courtney, Chief Financial Officer of the...