TiVo 2013 Annual Report Download - page 102

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Table of Contents
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our
disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act (i) is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and (ii) is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
 
Inherent limitations over internal controls. Internal control over financial reporting refers to the process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles (GAAP). Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of our company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with GAAP, and that the receipts and expenditures of our
company are being made only in accordance with authorizations of management and our board of
directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the assets of our company that could have a material effect on the financial
statements.
Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or
detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been
detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become
inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management's Report on internal control over financial reporting . Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and Rule 15d-15(f). Management conducted an
evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management
concluded that our internal control over financial reporting was effective as of January 31, 2014. Management reviewed the results of its
assessment with our Audit Committee.
KPMG LLP, an independent registered public accounting firm, which has audited the consolidated financial statements included in Part
II, Item 8 of this report, has issued an audit report on our internal control over financial reporting, as of January 31, 2014, which is included
herein.
 
There were no changes in our internal control over financial reporting during our fourth quarter ended January 31, 2014, which were
identified in connection with management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

None
99