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TIVO INC (TIVO)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 04/03/2009
Filed Period 01/31/2009

Table of contents

  • Page 1
    TIVO INC (TIVO) 10-K Annual report pursuant to section 13 and 15(d) Filed on 04/03/2009 Filed Period 01/31/2009

  • Page 2
    ... business day of the registrant's most recently completed second fiscal quarter, was approximately $621.4 million (based on the closing sales price of the registrant's common stock on that date as reported in the Nasdaq Global Market). Shares of the registrant's common stock held by each officer and...

  • Page 3
    DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates by reference certain information from the registrant's definitive proxy statement (the "Proxy Statement") for the 2009 Annual Meeting of Shareholders to be filed on or before May 31, 2009.

  • Page 4
    ... Issuer Purchases of Equity Securities Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes...

  • Page 5
    ... Comcast, Cox, DIRECTV, Seven (Australia and in the future New Zealand), and Cablevision (Mexico) and deployment of the TiVo service by them; our estimates of the useful life of TiVo-enabled DVRs in connection with the recognition of revenue received from product lifetime subscriptions; expectations...

  • Page 6
    ... 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 the caption Part I, Item 1, "Business", Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of...

  • Page 7
    ... and receive thousands of movies and television shows from cable, broadcast, and broadband sources, as well as other forms of content from broadband sources, such as YouTubeTM videos, and a vast collection of music videos and songs, and internet radio. TiVo offers such features as Season Pass...

  • Page 8
    ... streaming and downloaded broadband video content, including standard definition and 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, even if the schedule changes...

  • Page 9
    ... TiVo service available on a standalone retail DVR product line that receives over-the-air digital signals and is CableCARDTM ready, on the integrated set-top boxes of a major satellite television provider, DIRECTV, through software downloads on set-top boxes for cable television providers Comcast...

  • Page 10
    ...-up or broadband connection to download the program guide data, client software upgrades, Showcases, and other content. We are currently extending the TiVo service client software to enable future deployment on certain commonly used integrated DVR set-top boxes. Under the terms of our agreement with...

  • Page 11
    ... sales. DIRECTV currently does not have the right to continue to distribute DIRECTV receivers with TiVo service to new customers. Instead, DIRECTV has been offering a new DVR to compete with the existing DIRECTV receivers with TiVo service. Additionally, DIRECTV has added high definition programming...

  • Page 12
    ... sales 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 currently manufacture and sell three models of TiVo-enabled DVRs, the standard definition TiVo Series2 DT (Dual Tuner), the high...

  • Page 13
    ... our peak selling periods. We offer our individual end-users who purchase from TiVo.com a 30-day money back guarantee. We typically do not offer a right of return or significant extended payment terms to our retailers. Seasonality Sales of our DVRs and subscriptions to the TiVo service are affected...

  • Page 14
    ... internet enabled, allowing them to access content and applications from various sources. Some of these TVs offer CableCARD functionality, allowing the receipt of encrypted digital cable programming without the need for a digital cable set-top box. In general, these hard-drive equipped DVD recorders...

  • Page 15
    ..., integration of television signals with internet access, automatic rescheduling of recordings, content screening, enhanced program information search, and electronic program guide interface enhancements. Additionally, on September 28, 2006, we entered into a patent cross license agreement with IBM...

  • Page 16
    ... Financial Officer in September 2008 and is responsible for financial operations including accounting, tax, treasury, purchasing, internal audit, financial reporting and planning. Ms. Brunelle joined TiVo in April 2005 and served as Vice President, Controller, and Treasurer prior to her promotion...

  • Page 17
    ... competition from a number of sources, which may impair our revenues, increase our subscription acquisition cost, and hinder our ability to generate new subscriptions. The DVR market is rapidly evolving, and we face significant competition. Moreover, the market for in-home entertainment is intensely...

  • Page 18
    ... for key components of our products currently under development, although it is currently anticipated that those will be provided under signed supply agreements. Tribune is the sole supplier of the program guide data for the TiVo service. Tribune Media Services, Inc., or Tribune, is the current sole...

  • Page 19
    ... fails to perform its obligations under our agreement, we would be unable to provide certain aspects of the TiVo service to our customers. We may be unable to secure an alternate source of guide data on acceptable terms. If our arrangements with Broadcom or Tribune or with our third-party contract...

  • Page 20
    ...a new high-definition DVR with TiVo for DIRECTV for launch in the future, DIRECTV does not currently have the right to manufacture and distribute TiVo DVRs to DIRECTV subscribers. As a result of this and DIRECTV's support of a competing DVR we expect the number of our DIRECTV with TiVo subscriptions...

  • Page 21
    ... in a cost-effective manner with these television providers as well as attract and retain customers, in which case, our business, financial condition and results of operations could be harmed. We are currently only able to offer a high definition DVR that has access to digital cable signals. Only...

  • Page 22
    ... 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, we may need to reduce our costs and lower the price of our DVR or service fees. The availability of...

  • Page 23
    ... box and no analog cable transmission is available. The lack of an analog signal being transmitted by the cable operator means that the DVR would only be able to use one tuner to record television although we do currently offer to our customers a high definition digital video recorder, the TiVo HD...

  • Page 24
    ... of high definition content in the future, of such content to TiVo DVRs. For instance, we face increased competition from a growing number of broadband-enabled devices from providers such as Roku and Vudu which provide broadband delivered digital content directly to a consumer's television connected...

  • Page 25
    ... CableCard-related issues. Some customers require significant support when installing the DVR and required CableCards for our HD DVRs and becoming acquainted with the features and functionality of the TiVo service. We have limited experience with widespread deployment of our products, services, and...

  • Page 26
    ...Subscription. We offer a product lifetime subscription option to the TiVo service that commits us to provide the TiVo service for as long as the DVR is in service. We received the product lifetime subscription fee for the TiVo service in advance and amortize it as subscription revenue over 60 months...

  • Page 27
    ... 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 28
    ...business. The delivery of television programming, access to television signals by consumer electronics devices, and the collection of viewing information from subscriptions via the TiVo service and a DVR represent a relatively new category in the television and home entertainment industries. As such...

  • Page 29
    ...to receive encrypted digital television signals without a cable operator supplied set-top box. These DVRs presently are limited to using CableCARDs to access digital cable, High Definition, and premium cable channels like HBO that are delivered in a linear fashion where all programs are broadcast to...

  • Page 30
    ... financial statements going forward. In addition, were we to change our critical accounting estimates, including the timing of recognition of revenue from our product lifetime subscriptions, our results of operations could be significantly impacted. Negative conditions in the global credit markets...

  • 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
    ... ability to attract new customers. Our ability to provide uninterrupted service and high quality customer support depends on the efficient and uninterrupted operation of our computer and communications systems. Our computer hardware and other operating systems for the TiVo service are vulnerable to...

  • Page 33
    ..."acquiring person" and the shares of our common stock were not changed or exchanged, the rights will thereafter become exercisable for a number of shares of our common stock equal to two times the then current purchase price of the right. On April 12, 2006, we amended the Rights Plan's definition of...

  • Page 34
    ... to consumer demand for our products, our reputation and brand will suffer and the market price of our common stock would likely fall. We expect that a portion of our future revenues will come from targeted commercials and other forms of interactive television advertising enabled by the TiVo service...

  • Page 35
    ... operating condition. The Company also has operating leases for sales and administrative office space in New York City, New York and Chicago, Illinois. ITEM 3. LEGAL PROCEEDING Intellectual Property Litigation. On January 5, 2004, TiVo filed a complaint against EchoStar Communications Corporation...

  • Page 36
    ..., 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 Company's agreement with...

  • Page 37
    ... in the Company's IPO solicited and received undisclosed commissions from, and entered into undisclosed arrangements with, certain investors who purchased the Company's stock in the IPO and the after-market, and that the TiVo defendants violated the federal securities laws by failing to disclose...

  • Page 38
    ... and low sales prices of our common stock as reported by the Nasdaq Global Market, on any trading day during the respective period: Fiscal Year 2009 High Low Fourth Quarter ended January 31, 2009 Third Quarter ended October 31, 2008 Second Quarter ended July 31, 2008 First Quarter ended April 30...

  • Page 39
    Table of Contents Recent Sales of Unregistered Securities On August 23, 2001, five-year warrants were issued to convertible noteholders and bankers to purchase 2,192,404 shares of TiVo's common stock at an exercise price of $7.85. On August 28, 2006, several of these holders exercised their ...

  • Page 40
    ... the change in value of TiVo in relation to the indices as of January 31st of each subsequent year (and not for any interim or other period). The stock performance shown on the graph and table below is not necessarily indicative of future price performance. January 31, 2004 2005 2006 2007 2008 2009...

  • Page 41
    ... Technology revenues Hardware revenues Net revenues Cost and Expenses Cost of service revenues Cost of technology revenues Cost of hardware revenues Research and development Sales and marketing Sales and marketing, subscription acquisition costs General and administrative Litigation proceeds Income...

  • Page 42
    ... $518,000 in cost of hardware revenues resulting from the sale of previously impaired inventory and a reduction of service revenues of $1.7 million related to the prospective change as of November 1, 2008 in estimated life of the product lifetime subscriptions from 54 months to 60 months. The third...

  • Page 43
    ... from our DIRECTV subscriptions, as the HD DIRECTV DVR with TiVo service will not be available until calendar year 2010. Key Business Metrics Management periodically reviews certain key business metrics in order to evaluate our operations, allocate resources, and drive financial performance in our...

  • Page 44
    ... subscription revenues ends; and (ii) the related DVR has not made contact to the TiVo service within the prior six month period. Product lifetime subscriptions past this period which have not called into the TiVo service for six months are not counted in this total. Effective November 1, 2008...

  • Page 45
    ... of increasing churn from product lifetime subscriptions, competition from other providers, a weakening economy, and the growing importance of encrypted digital and high definition television recording capabilities which can only be accessed through either cable or satellite provided set top box or...

  • Page 46
    ... 2008 2007 Subscription Acquisition Costs Sales and marketing, subscription acquisition costs Hardware revenues Less: MSOs/Broadcasters-related hardware revenues Cost of hardware revenues Less: MSOs/Broadcasters-related cost of hardware revenues Total Acquisition Costs TiVo-Owned Subscription Gross...

  • Page 47
    ... to our sales programs which yielded a higher service plan rates for new TiVo-Owned subscriptions. This increase was partially offset by an increase of 10,000 TiVo-Owned product lifetime subscriptions that reached the end of the period we use to recognized lifetime subscription revenue. We calculate...

  • Page 48
    ...one-time, prepaid payment. During the first quarter of fiscal year ended January 31, 2007, we discontinued general sale of the product lifetime service option. During the fourth quarter ended January 31, 2008 we began offering product lifetime service subscriptions only to existing customers. During...

  • Page 49
    ... of the number of share-based awards which will be forfeited due to employee turnover. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. Quarterly changes in the estimated forfeiture rate can...

  • Page 50
    ... changes in the acquirer's income tax valuation allowance. SFAS 141R is effective for fiscal years beginning after December 15, 2008, with early adoption prohibited. The adoption of SFAS 141R is not expected to have a significant impact on the Company's consolidated financial statements or financial...

  • Page 51
    ...MSOs/Broadcaster revenue is primarily because DIRECTV will not offer new TiVo service subscriptions to its customers until the launch of the new High Definition platform and therefore, we continue to experience cancellations of our existing DIRECTV subscription base. Also, unlike in fiscal year 2008...

  • Page 52
    ... and the methodology used to recognize revenues related to this work. During fiscal year ended January 31, 2008, we recognized revenues and costs for the initial development of TiVo service software and TiVo Interactive Advertising Management System based on a zero profit model, which resulted in...

  • Page 53
    ... the TiVo-enabled DVRs we distribute and sell, including manufacturing-related overhead and personnel, warranty, certain licensing, order fulfillment, and freight costs. We engage a contract manufacturer to build TiVo-enabled DVRs. We sell this hardware as a means to grow our service revenues and...

  • Page 54
    ...50% 11% $ 20,767 11% 8% Sales and marketing, subscription acquisition costs include advertising expenses and promotion related expenses directly related to our efforts to acquire new subscriptions to the TiVo service. The decrease from the fiscal year ended January 31, 2008 to January 31, 2009 in...

  • Page 55
    ...recorded in fiscal 2008 for modification of stock-based awards of a Board member, and $401,000 in non-income tax exposures. As a result of the November 2008 reduction in force, we expect annual savings of $1.6 million in headcount related general and administrative expenses in the fiscal year ending...

  • Page 56
    ... was approximately $34.5 million compared to net cash provided of $11.6 million in fiscal year 2008. The net cash used in investing activities for the fiscal year ended January 31, 2009, was largely related TiVo's cash management process, and the purchase of short-term investments resulting in a net...

  • Page 57
    ...consists of two buildings located in Alviso, California, which are used for administrative, sales and marketing, customer service, and product research and development activities. Additionally, we have sales offices in New York City, New York and Chicago, Illinois. Our other commercial commitment as...

  • Page 58
    ... will affect our current business plan. The table below presents principal amounts and related weighted average interest rates for our cash and cash equivalents and short-term investments as of January 31, 2009 and 2008, respectively. Twelve Months Ended January 31, 2009 2008 Cash and cash...

  • Page 59
    ... statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free...

  • Page 60
    ... accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of...

  • Page 61
    ... Short-term investments Accounts receivable, net of allowance for doubtful accounts of $770 and $1,194 in 2009 and 2008, respectively Inventories Prepaid expenses and other, current Total current assets LONG-TERM ASSETS Property and equipment, net Purchased technology, capitalized software, and...

  • Page 62
    ... shares used to calculate basic net income (loss) per share Weighted average common shares used to calculate diluted net income (loss) per share (1) Includes stock-based compensation expense as follows: Cost of service revenues Cost of technology revenues Research and development Sales and marketing...

  • Page 63
    ... stock purchase plan Issuance of restricted shares of common stock Retirement due to forfeiture of unvested restricted shares Treasury Stock - repurchase of restricted stock for tax withholding Recognition of stock based compensation expense, net Net income Unrealized loss on marketable securities...

  • Page 64
    ... Changes in assets and liabilities: Accounts receivable Inventories Prepaid expenses and other Accounts payable Accrued liabilities Deferred revenue Deferred rent and other long-term liabilities Net cash provided by (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchases...

  • Page 65
    ... STATEMENTS 1. NATURE OF OPERATIONS TiVo Inc. (together with its subsidiaries the Company or TiVo) was incorporated in August 1997 as a Delaware corporation and is located in Alviso, California. TiVo is a provider of technology and services for digital video recorders (DVRs). The subscription-based...

  • Page 66
    ...-for-sale are included in interest income in the consolidated statements of operations. Receivables Accounts receivable consist primarily of receivables from Retailers, Cable and Satellite companies, as well as individual consumers and relate to our subscription, technology, and hardware revenues...

  • Page 67
    ... subscription plans to the TiVo service and fees received from the sale of advertising and audience research measurement services. Monthly and prepaid fixed-length subscription revenues are recognized over the period the service is provided. Subscription revenues from product lifetime subscriptions...

  • Page 68
    ... our standard definition TiVo units with high definition programming and increased competition, we may revise the estimated life which could result in the recognition of revenues from this source over a longer or shorter period. End users have the right to cancel their subscription within 30 days of...

  • Page 69
    ... selling the DVR and service directly to end-users through bundled sales programs through the TiVo website. Under these bundled programs, the customer receives a DVR and commits to a minimum subscription period of one to three years or product lifetime and has the option to either pay a monthly fee...

  • Page 70
    ... of unit sales over the warranty period, multiplied by the expected rate of warranty returns (based on historical experience) multiplied by the estimated cost to replace or repair the customers' product returns under warranty. Income Taxes The Company accounts for income taxes under the liability...

  • Page 71
    ... 2008 2007 DIRECTV Best Buy Comcast Other customers Total accounts receivable 18% 18% 20% 44% 100% 17% 18% 38% 27% 100% 22% 19% 0% 59% 100% The Company is dependent on sole suppliers for several key components, assemblies, and services. The sole supplier of the Company's programming guide data...

  • Page 72
    ... identifiable. EITF 08-7 also requires that defensive intangible assets be assigned a useful life in accordance with paragraph 11 of SFAS 142 and is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company does not anticipate that the adoption of this...

  • Page 73
    ... of Contents As of January 31, 2009, the Company also held $5.0 million (par) in auction rate securities of which $3.9 million is classified as long-term investments and the Company has recorded an unrealized impairment loss of $1.1 million within accumulated other comprehensive income (Ioss) based...

  • Page 74
    ... to the pricing model were based on market conditions and rates for comparable or similar term asset-backed securities as well as other fixed income securities. 5. BARTER TRANSACTION During the second quarter of fiscal year 2008, the Company entered into a barter transaction, exchanging TiVo Series2...

  • Page 75
    ...$ 667 (1,211) 740 (4,150) 12,115 (6,194) $ 13,522 The total expected future annual amortization expense related to purchased technology, capitalized software, and intangible assets is calculated on a straight-line basis, using the useful lives of the assets, which range from three to five years for...

  • Page 76
    ... 31, 2009, relates to out-placement costs the Company expects to pay out in the next 12 months. 10. INDEMNIFICATION ARRANGEMENTS AND GUARANTEES Product Warranties The Company's standard warranty period to consumers for TiVo-enabled DVRs is 90 days from the date of consumer purchase, also known as...

  • Page 77
    ..., 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 Company's agreement with...

  • Page 78
    ..., using, importing, providing, supplying, distributing, selling and/or offering for sale products and/or systems that infringed or, when used, infringed one or more claims of the patent. The Company intends to defend itself vigorously in this matter. The Company may incur expenses in connection with...

  • Page 79
    ... does decrease over time. The Company also has operating leases for sales and administrative office space in New York City, New York and Chicago, Illinois. Rent expense is recognized using the straight-line method over the lease term and for fiscal years ended January 31, 2009, 2008, and 2007 was...

  • Page 80
    ... 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 of grant. Annual...

  • Page 81
    ...remain available for future stock based award grants. Stock Award Activity A summary of the stock options activity and related information for the twelve months ended January 31, 2009, 2008, and 2007 is as follows: WeightedAverage Exercise Price WeightedAverage Remaining Contractual Term Shares (in...

  • Page 82
    ... for the twelve months ended January 31, 2009, 2008, and 2007, respectively. Information regarding stock options outstanding at January 31, 2009 is summarized as follows: WeightedAverage Remaining Contractual Term Shares (in thousands) WeightedAverage Exercise Price Aggregate Intrinsic Value...

  • Page 83
    ... 7.89 During fiscal years 2009 and 2008, the Company had a performance-based plan that grants restricted stock to specified manager-level employees based on the attainment of specified goals. The number of awards issued for the fiscal year ended January 31, 2008 was determined in the first quarter...

  • Page 84
    ... Purchase Rights Fiscal Year Ended January 31, 2009 2008 (In thousands, except per share amount) 2007 Cost of service revenues Cost of technology revenues Research and development Sales and marketing General and administrative Stock-based compensation expense before income taxes Income tax benefit...

  • Page 85
    ... and ESPP shares granted during those periods are as follows: ESPP Fiscal Year Ended January 31, 2009 2008 2007 2009 2008 2007 Stock Options Expected life (in years) Volatility Average risk free interest rate Dividend Yield Weighted-average fair value during the period 17. INCOME TAXES $ 0.57 77...

  • Page 86
    .... The net change in the total valuation allowance was a decrease of $43.6 million and increase of $0.8 million for the year ended January 31, 2009 and January 31, 2008, respectively. As of January 31, 2009, the Company had net operating loss carryforwards for federal and state income tax purposes of...

  • Page 87
    ...month. The Company would classify interest and penalties related to uncertain tax positions in income tax expense, if applicable. There was no interest expense or penalties related to unrecognized tax benefits recorded through January 31, 2009. The Company or one of its subsidiaries files income tax...

  • Page 88
    ...mechanism effectively resulting in a reduction of certain subscription fees. TiVo will have the continuing right to sell certain types of advertising in connection with the TiVo service offered through Comcast, when such advertising features are developed. TiVo will also have a limited right to sell...

  • Page 89
    ... for its use of advertising-related software tools with DIRECTV receivers with TiVo service. On September 3, 2008, the Company extended its current agreement with DIRECTV for the development, marketing, and distribution of a new HD DIRECTV DVR featuring the TiVo ® service. Under the terms of this...

  • Page 90
    ... of Contents Under this new agreement, DIRECTV will pay a substantially higher monthly fee for households using the new high definition DIRECTV DVRs with TiVo (when and if the new version of the TiVo service is deployed) than the fees for previously deployed DIRECTV DVRs with TiVo service. DIRECTV...

  • Page 91
    ... principal financial officer, Controller and any other principal accounting officer, and any other person performing similar functions, including the nature of the waiver and the name of the officer to whom the waiver was granted, in the "Investor Relations" section of our website at www.tivo.com...

  • Page 92
    ...Executive Compensation and Other Information." ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information under the captions "Equity Compensation Plan Information" and "Ownership of Securities," appearing in the Proxy Statement, is hereby...

  • Page 93
    ... are either not applicable or the information required in presented in the financial statements and notes thereto under Item 8. Financial Statements and Supplementary Data. (3) Exhibits are incorporated herein by reference or are filed with this report as indicated below (numbered in accordance with...

  • Page 94
    ... Report on Form 10-Q filed on September 9, 2005). TiVo Inc. Amended & Restated 1999 Employee Stock Purchase Plan Offering Document (incorporated by reference to Exhibit 4.1 of the registrant's Registration Statement on Form S-8 (SEC File No. 333-153178) filed on August 25, 2008) TiVo Inc. 2008...

  • Page 95
    ... Form of Restricted Stock Unit Notice and Agreement for 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the registrant's Quarterly Report on Form 10-Q filed on September 9, 2008). Form of Senior Vice President Change of Control Terms and Conditions Agreement (incorporated by...

  • Page 96
    ... Inc. (incorporated by reference to Exhibit 10.5 of the registrant's Annual Report on Form 10-K filed on April 3, 2002). Amendment to Marketing Agreement and Tax Agreement, dated as of February 15, 2002, between TiVo Inc. and DIRECTV, Inc. (incorporated by reference to Exhibit 10.6 of the registrant...

  • Page 97
    ... Inc. (incorporated by reference to Exhibit 10.10 of the registrant's Annual Report on Form 10-K filed on April 15, 2008). Second Amended & Restated Services Agreement, dated as of September 2, 2008, between TiVo Inc. and DIRECTV Inc. (incorporated by reference to Exhibit 10.8 of the registrant...

  • Page 98
    ...'s Annual Report on Form 10-K filed on April 15, 2008). TiVo Inc. Fiscal Year 2010 Bonus Plan for Executives (incorporated by reference to Exhibit 10.1 of the registrant's Current Report on Form 10-K filed on April 2, 2009). Vendor Agreement, dated as of March 3, 2002, between TiVo Inc. and Best Buy...

  • Page 99
    ... Promotion Rider to 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 10.3 of the registrant's Current Report on Form 8-K filed on July 30, 2003). Service Provider...

  • Page 100
    ... on Form 10-Q filed on September 10, 2007). Licensing and Marketing Agreement, effective as of March 15, 2005, between TiVo Inc., Comcast STB Software DVR, LLC, and Comcast Corporation (incorporated by reference to Exhibit 10.58 of the registrant's Annual Report on Form 10-K filed on April 15, 2005...

  • Page 101
    ... to Exhibit 10.63 of the registrant's Annual Report on Form 10-K filed on April 15, 2008). Sixth Amendment to the Licensing and Marketing Agreement, effective as of March 27, 2008, between TiVo Inc., Comcast STB Software DVR, LLC, and Comcast Corporation. (incorporated by reference to Exhibit 10...

  • Page 102
    ... 2008). TiVo Code of Conduct, as amended March 25, 2009 (incorporated by reference to Exhibit 14.1 of the registrant's Current Report on Form 8-K filed on March 31, 2009). Independent Registered Public Accounting Firm's Consent (filed herewith). Power of Attorney (see signature page) of this Annual...

  • Page 103
    ... 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, there unto duly authorized. Date: April 2, 2009 TIVO INC. /S/ THOMAS ROGERS Thomas Rogers Chief Executive Officer 100

  • Page 104
    ...-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 unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform...

  • Page 105
    Table of Contents /S/ GEOFFREY Y. YANG Geoffrey Y. Yang /S/ DAVID ZASLAV David Zaslav 102 Director Director April 2, 2009 April 2, 2009

  • Page 106
    ... of TiVo Inc. and subsidiaries as of January 31, 2009 and 2008, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended January 31, 2009, and the effectiveness of internal control over financial reporting as...

  • Page 107
    ...'s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) b) All significant...

  • Page 108
    ....2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Anna Brunelle, certify that: 1. 2. 3. 4. I have reviewed this annual report on Form 10-K of TiVo Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact...

  • Page 109
    ...-Oxley Act of 2002 In connection with the TiVo Inc. (the "Company") Annual Report on Form 10-K for the year ending January 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas Rogers, Chief Executive Officer of the Company, certify pursuant to 18...

  • Page 110
    ...-Oxley Act of 2002 In connection with the TiVo Inc. (the "Company") Annual Report on Form 10-K for the year ending January 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Anna Brunelle, Chief Financial Officer of the Company, certify pursuant to 18...