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TIVO INC (TIVO)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 04/15/2008
Filed Period 01/31/2008

Table of contents

  • Page 1
    TIVO INC (TIVO) 10-K Annual report pursuant to section 13 and 15(d) Filed on 04/15/2008 Filed Period 01/31/2008

  • Page 2
    ... recently completed second fiscal quarter, was approximately $416.0 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 director and each person known to the...

  • 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 2008 Annual Meeting of Shareholders to be filed on or before May 31, 2008.

  • Page 4
    ... Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions Item 14. Principal Accountant Fees and Services Part IV Item 15. Exhibits and Financial Statement Schedules...

  • Page 5
    ... Cox and potential future 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; consumer rebate redemption rates and expenses associated with sales incentive programs...

  • 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
    ... as cable television providers, Comcast, Cablevision Mexico, and in the future Cox, who pay us recurring monthly fees in order to offer the TiVo service to their subscribers. We receive fees for licensing and professional services from these and other customers. Advertisers. We work directly with...

  • Page 8
    ... the model, TiVo-enabled DVRs can support analog cable, digital cable, satellite, or over-the-air broadcast television, 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...

  • Page 9
    ... in order to promote the mass deployment of devices capable of running the TiVo service. The current focus of this effort is primarily on cable television providers, which are deploying DVR's in increasing numbers. We have announced partnerships with Comcast and Cox to deploy a software version of...

  • Page 10
    ...deployment on certain commonly used integrated DVR set-top boxes. Under the terms of our agreement with Comcast, for example, Comcast has made the TiVo service available as a software upgrade to its already installed base of certain Motorola DVRs (in New England, currently, and additional regions in...

  • Page 11
    ... subscription revenues, DIRECTV-related advertising revenues, and revenues from engineering services provided to DIRECTV. This represents 10% of our total net revenues. DIRECTV currently pays us a recurring monthly per-household fee for access to the technology needed to offer its customers the TiVo...

  • Page 12
    ..., we do offer product lifetime service on a limited basis to our existing subscription base. TiVo-enabled DVRs are available from major retailers across the United States, including Best Buy and Circuit City. To drive sales while managing costs, we have shared marketing expenses with key retailers...

  • Page 13
    ...Dish offered its DVR at lower monthly service fees than TiVo and most other television providers. Recently, Dish spun out its box manufacturing business into a separate business. DIRECTV has introduced a DVR technology from NDS including both standard definition and high definition broadcasts. Cable...

  • Page 14
    ... program guide (EPG) based DVR functionality offered by consumer electronics companies. These products record a television signal output from a cable, satellite, or antenna, including internationally through digital over-the-air standards such as DVB-T. • Standalone DVRs and hard drive-equipped...

  • Page 15
    ...policy, which we make available on our website and deliver to each new subscriber to the TiVo service. This policy was last updated in May 2006 to cover new features that we have introduced and plan to introduce in the future. This policy explains that we collect certain types of information such as...

  • Page 16
    ...43 53 Chief Executive Officer and President Interim Chief Financial Officer Chief Technical Officer and Senior Vice President Senior Vice President and General Manager, Service Provider and Media and Advertising Services Division Senior Vice President of Consumer Products and Operations Senior Vice...

  • Page 17
    ... and Chief Executive Officer of Network Age Software, Inc., a company that he founded to develop software 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...

  • Page 18
    ...Securities Exchange Act). These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q, and our current reports on Form 8-K. We make this information available on or through our website free of charge as soon as reasonably practicable after we electronically file the information...

  • Page 19
    ... supplier of program guide data for the TiVo service. Our current Television Listings Data Agreement with Tribune became effective on May 14, 2007 and has an initial term of five years and with TiVo having the right to renew the agreement for four additional years. The agreement provides each party...

  • Page 20
    ... complaint alleges that TiVo and Humax have infringed, contributorily infringed and/or actively induced infringement 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...

  • Page 21
    .... The TiVo service competes with home entertainment services such as cable and satellite television, movie rentals, pay-per-view, Video on Demand, and mail-order DVD services. See also "We face intense competition from a number of sources, which may impair our revenues, increase our subscription...

  • Page 22
    ... 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 23
    ... partners could seriously harm our ability to support new services and develop new revenue streams. We face risks in connection with our licensing and marketing agreements with Comcast and Cox for the development and deployment of a TiVo-branded DVR software solution and advertising management...

  • Page 24
    ... high definition and the use of switched technology to deliver encrypted digital television signals, increased price sensitivity in the consumer base, any deterioration in the quality of our service, and product lifetime subscriptions no longer using our service may cause our TiVo-Owned subscription...

  • Page 25
    ... such parties to timely service new subscribers to enable their receipt of digital and premium cable content. Our failure to provide adequate customer support for the TiVo service, DVRs, and CableCards will damage our reputation in the digital video recorder and consumer electronics marketplace and...

  • Page 26
    ...offer a product lifetime subscription option to the TiVo service that commits us to provide 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 54 months for product lifetime...

  • Page 27
    ... TiVo-enabled DVRs have some similar features, including the ability to fast-forward through commercials, the ability to delete recordings only when instructed and the ability to transfer recordings from a TiVo-enabled DVR to a PC and/or portable media devices via TiVoToGo transfers. Based on market...

  • Page 28
    ... us to change our 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...

  • Page 29
    ... conditional access security cards supplied by cable operators called CableCARDs for certain types of our DVRs 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...

  • 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
    ... cause customer service and customer relations problems. Correcting errors in our software or fixing defects in our products requires significant time and resources, which could delay product releases and affect market acceptance of the TiVo service. Any delivery by us of products or upgrades with...

  • 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
    ... 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; changes in revenue sharing arrangements with our strategic relationships; entering into new or terminating existing strategic partnerships...

  • Page 35
    ... plans, also 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...

  • Page 36
    ...and deliberately infringed this patent 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 April 13, 2006, the jury rendered a verdict in favor of the Company in the...

  • Page 37
    ... 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 Company's agreement...

  • 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 2008 High Low Fourth Quarter ended January 31, 2008 Third Quarter ended October 31, 2007 Second Quarter ended July 31, 2007 First Quarter ended April 30...

  • Page 39
    ... The definitive Proxy Statement will be filed within 120 days of the end of the fiscal year ended January 31, 2008. 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...

  • 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, 2003 2004 2005 2006 2007 2008...

  • Page 41
    ... 8. "Financial Statements and Supplementary Data." Fiscal Year Ended January 31, 2008 2007 2006 2005 2004 (in thousands, except per share data) Consolidated Statement of Operations Data: Revenues Service revenues Technology revenues Hardware revenues Net revenues Cost and Expenses Cost of service...

  • Page 42
    ...in cost of hardware revenues resulting from the sale of previously impaired inventory. Our results of operations for the quarter ended July 31, 2007 included an $11.2 million charge to cost of hardware sales which was recorded as a result of slower than expected sales of standard definition DVRs and...

  • Page 43
    ...markets the TiVo service to its customers, creating challenges to the growth of our MSOs/Broadcaster subscription installed base. Key Business Metrics Management periodically reviews certain key business metrics in order to evaluate our operations, allocate resources, and drive financial performance...

  • Page 44
    ... by cable and satellite providers, including DIRECTV's non-TiVo products, and the failure of TiVo to have a competitively priced mass market high definition DVR. The percent of cumulative TiVo-Owned subscriptions on a monthly or prepay plan increased, by 7% to 58% during the quarter ended January...

  • Page 45
    ... result of increasing churn from product lifetime subscriptions as well as a result of increased price competition, and the growing importance of high definition television recording capabilities which can only be accessed through either cable or satellite provided set top box or through a box which...

  • Page 46
    ... combined with a decreased number of gross subscription additions. Additionally, our hardware costs of revenues in the twelve months ended January 31, 2008 included a combined inventory and inventory purchase commitment charge of $6.4 million for standard definition DVR inventory, which added...

  • Page 47
    ... 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. These subscriptions...

  • Page 48
    ... financial statements. Recognition Period for Product Lifetime Subscriptions Revenues. From time-to-time TiVo has offered for general sale a product lifetime subscription option for the life of the DVR for a one-time, prepaid payment. During the first quarter of fiscal year ended January 31, 2007...

  • Page 49
    ... the term during the fiscal quarter an option is granted. In addition, SFAS No. 123R requires us to develop an estimate 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...

  • Page 50
    ... average revenues per subscription as compared to the same prior year. Additionally, we recognized $1.1 million of DIRECTV revenues deferred from the fiscal year ended January 31, 2007. These fees were previously deferred for DIRECTV's use on development work to enhance their subscriber's TiVo user...

  • Page 51
    ... year as we currently offer no rebates on our TiVo HD DVR. The increase in hardware revenues from the fiscal year ended January 31, 2006 to fiscal year ended January 31, 2007 was attributed to increased sales to our new and existing retail channel customers and the rollout of our new TiVo Series2 DT...

  • Page 52
    ...fewer TiVo DVR's this year as compared to the fiscal year ended January 31, 2007, the TiVo DVR units sold this year were more expensive to manufacture and were sold at a higher average selling price due to the introduction of our TiVo HD DVR. Additionally our rebates and revenue share costs declined...

  • Page 53
    ... expenses directly related to our efforts to acquire new subscriptions to the TiVo service. The increase from the fiscal year ended January 31, 2007 to January 31, 2008 in sales and marketing, subscription acquisition costs, was primarily due to our fiscal year 2008 television advertising and online...

  • Page 54
    ... securities. For the year ended January 31, 2008, our primary source of liquidity was provided by investing and financing activities. Our cash resources are subject, in part, to the amount and timing of cash received from our subscriptions, licensing and engineering services customers, and hardware...

  • Page 55
    ... receive cash payments in advance of providing the services, which we recognize as deferred revenues. We no longer offer product lifetime subscriptions for general sale and we have extended the period we use to recognize product lifetime subscription revenues from 48 months to 54 months for lifetime...

  • Page 56
    ... preferred stock, and warrants. Depending on market conditions, we may issue securities under this or future registration statements or in private offering exempt from registration requirements. Revolving Line of Credit Facility with Citigroup. On January 25, 2007, we entered into a credit agreement...

  • Page 57
    ... 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 of January 31, 2008, was our standby letter of credit issued...

  • Page 58
    ...annual report on Form 10-K. The unaudited quarterly results of our consolidated operations for our two most recent fiscal years are incorporated herein by reference under Item 6. "Selected Financial Data." Index to Consolidated Financial Statements Reports of Independent Registered Public Accounting...

  • 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
    ...to express an opinion on TiVo Inc.'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 and perform the audit to obtain reasonable...

  • Page 61
    ... cash equivalents Short-term investments Accounts receivable, net of allowance for doubtful accounts of $1,194 and $271 Inventories Prepaid expenses and other, current Total current assets LONG-TERM ASSETS Property and equipment, net Purchased technology, capitalized software, and intangible assets...

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

  • Page 63
    ... of restricted stock for tax withholding - Recognition of stock based compensation expense, net - Net loss - BALANCE JANUARY 31, 2007 97,311,986 $ Issuance of common stock related to exercise of common stock 1,396,900 options Issuance of common stock related to employee stock purchase plan 781,142...

  • 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
    ... digital video recorders (DVRs). The subscription-based TiVo® service (TiVo service) improves home entertainment by providing consumers with an easy way to record, watch, and control television. TiVo also provides a unique advertising platform and audience research measurement services. The Company...

  • Page 66
    ... the quarter ended July 31, 2007, the Company recorded an impairment charge of $11.2 million to cost of hardware revenues for inventory on hand and for excess non-cancelable purchase commitments. During the six month period ended January 31, 2008, $4.8 million of this charge was offset by sales of...

  • 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
    ... Company began 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 and has the option to either pay a monthly fee over...

  • Page 69
    ... are granted automatically to non-employee directors. In addition, TiVo's stock option program includes the 1997 Equity Incentive Plan, from which the Company currently does not grant options. Upon the exercise of options, the Company issues new common stock from its authorized shares. On February...

  • Page 70
    ... of the Company's programming guide data for the TiVo service. The Company does not have a long-term written supply agreement with Broadcom, the sole supplier of the system controller for our DVR. In instances where a supply agreement does not exist and suppliers fail to perform their obligations...

  • Page 71
    ... their agreement with TiVo or otherwise fails to perform their obligations in a timely manner, the Company may be delayed or prevented from commercializing its products and services. Recent Accounting Pronouncements In September 2006, the Financial Accounting Standards Board (FASB) issued Statement...

  • Page 72
    ...high credit rating. TiVo also invests in commercial paper and auction rate securities. The Company does not invest directly in mortgage backed securities. As part of the Company's cash management process, we perform periodic evaluations of the relative credit ratings of the securities' issuers. TiVo...

  • Page 73
    ...general purpose data processing products and data storage devices that are primarily sold separately from other hardware. The license that the Company granted to IBM extends to all products other than digital media recorders and digital media recorder software. No license was granted, directly or by...

  • Page 74
    ...consumers are offered a no-charge exchange for TiVo-enabled DVRs returned due to product defect, within 90 days from the date of consumer purchase. Thereafter, consumers may exchange a TiVo-enabled DVR with a product defect for a charge. At January 31, 2008 and 2007, the accrued warranty reserve was...

  • Page 75
    ... further alleges that the TiVo and Humax have infringed, contributorily infringed and/or actively induced infringement 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...

  • Page 76
    ... owner of these patents and has the right to sue and recover for infringement thereof. The complaint further alleges that the Company has infringed this patent by making, using, selling, offering to sell and importing digital video recorder products that incorporate information filtering technology...

  • Page 77
    ... the conditions for accrual have not been met. The Company expenses legal costs as they are incurred. Facilities Leases 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...

  • Page 78
    ... performance-based awards, and stock purchase rights. The 1999 Plan allows the grant of options to purchase shares of the Company's common stock to employees and other individuals at a price equal to the fair market value of the common stock at the date of grant. The options granted to new employees...

  • Page 79
    ...the Directors' Plan). The 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...

  • Page 80
    ...000 of the previously granted restricted stock awards vested during the twelve months ended January 31, 2008, 2007, and 2006, respectively. The grant of these restricted stock awards has been deducted from the shares available for grant under the Company's stock option plans. The total fair value of...

  • Page 81
    ... fiscal year 2008, the Company initiated a performance-based plan that would grant restricted stock to specified manager-level employees based on the attainment of specified goals. The number of awards to be issued was determined in the first quarter of fiscal year 2009 based on upon meeting various...

  • Page 82
    .../Option Grants and EmployeeStock Purchase Rights Fiscal Year Ended January 31, 2008 2007 (In thousands) 2006 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...

  • Page 83
    ... of SFAS No. 123 to options granted under the Company's equity incentive plans, was as follows: Fiscal Year Ended January 31, 2006 (In thousands, except per share amounts) Net loss, as reported Add back: stock-based compensation expense recognized, net of related tax effects Pro forma effect of...

  • Page 84
    ... with prior similar option grants. The interest rate is based on the average of the U.S. Treasury yield curve on investments with terns approximating the expected life during the fiscal quarter an option is granted. The assumptions used for the twelve months ended January 31, 2008, 2007, and 2006...

  • Page 85
    ... of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48), as of February 1, 2007. At implementation, the Company had approximately $7.5 million of unrecognized tax benefits, none of which would currently affect the Company's effective tax rate if recognized due to the...

  • Page 86
    ... as TGC's activity and financial position were not material. Through TGC, the Company has gained access to high quality, engineering resources for the design and development of additional digital video recorder platforms. During fiscal years ended January 31, 2008, 2007 and 2006 the Company paid TGC...

  • Page 87
    ... fees received by TiVo under the arrangement. Comcast will pay for any ongoing development work that exceeds the amount of the credit. 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...

  • Page 88
    ... Company recognizes revenues and costs for the initial development of TiVo service software and TiVo Interactive Advertising Management System based on a zero profit model, which results in the recognition of equal amounts of revenues and costs. The engineering work performed under the August 2007...

  • Page 89
    ...software solution and the advertising management system. Cox will also pay the Company commissions on certain new subscribers who use the TiVo service as offered by Cox. The initial term of the Company's agreement is for five years from completion of the TiVo service software solution, but no longer...

  • Page 90
    ... 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...

  • Page 91
    ...securities based on the Company's expected operating cash flows, and its other sources or cash, it does not anticipate the potential lack of liquidity on these investments will affect the Company's current business plan. On March 31, 2008, Comcast accepted the initial version of the TiVo Interactive...

  • Page 92
    ... 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 93
    ...). Form of Stock Option Agreement for Amended & Restated 1999 Non-Employee Directors' Stock Option Plan (incorporated by reference to Exhibit 10.10 of the registrant's Annual Report on Form 10-K filed on April 16, 2007). Form of Senior Vice President Change of Control Terms and Conditions Agreement...

  • Page 94
    ...by reference to Exhibit 10.34 of the registrant's Annual Report on Form 10-K filed on April 16, 2007). TiVo Inc. Fiscal Year 2009 Bonus Plan for Executives (filed herewith). Vendor Agreement, dated as of March 3, 2002, between TiVo Inc. and Best Buy Co., Inc. (incorporated by reference to Exhibit 10...

  • Page 95
    ...11, 2007). Direct Import Addendum to the Vendor Agreement, between Best Buy Purchasing LLC and TiVo Inc., effective October 10, 2005 (incorporated by reference to Exhibit 10.3 of the registrant's Quarterly Report filed on December 9, 2005). TiVo Interactive Program Guide License Agreement, effective...

  • Page 96
    ... to Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q filed on December 10, 2007). Fourth Amendment to the Licensing and Marketing Agreement, effective as of August 27, 2007, between TiVo Inc., Comcast STB Software DVR, LLC, and Comcast Corporation (incorporated by reference to Exhibit...

  • Page 97
    Table of Contents 32.2 + ++ * Certification of Cal Hoagland, Interim Chief Financial Officer of TiVo Inc. dated April 15, 2008 in accordance with 18 U.S.C. § 1350, ...Confidential treatment has been requested as to portions of this exhibit. Management contract or compensatory plan or arrangement. 95

  • Page 98
    ... 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 15, 2008 TIVO INC. /S/ THOMAS ROGERS Thomas Rogers Chief Executive Officer 96

  • Page 99
    ...) 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 each and every...

  • Page 100
    Table of Contents /s/ THOMAS WOLZIEN Thomas Wolzien /s/ GEOFFREY Y. YANG Geoffrey Y. Yang /s/ DAVID ZASLAV David Zaslav 98 Director Director Director April 15, 2008 April 15, 2008 April 15, 2008

  • Page 101
    ... to the Company's 1999 Employee Stock Purchase Plan (the "Plan"), hereby authorizes the grant of Rights to purchase Shares of the Company to all Eligible Employees (an "Offering"). Defined terms not explicitly defined in this Offering but defined in the Plan shall have the same definitions as in...

  • Page 102
    ... no Shares remain available for issuance under the Plan in connection with the Offering. (g) Notwithstanding any other provisions of an Offering, if the terms of an Offering as previously established by the Board would, as a result of a change to applicable accounting standards, generate a charge to...

  • Page 103
    ... profit sharing, the cost of employee benefits paid for by the Company, education or tuition reimbursements, imputed income arising under any Company group insurance or benefit program, traveling expenses, business and moving expense reimbursements, income received in connection with stock options...

  • Page 104
    ... applicable under Section 423(b)(8) of the Code based on (i) the number of Shares previously purchased with respect to such calendar years pursuant to such Offering or any other Offering under the Plan, or pursuant to any other Company plans intended to qualify as "employee stock purchase plans...

  • Page 105
    ... been used to acquire Shares for the Participant on any prior Purchase Dates), without interest, at any time prior to the end of the Offering, excluding only each ten (10) day period immediately preceding a Purchase Date (or such shorter period of time determined by the Company and communicated to...

  • Page 106
    Any notices or agreements provided for in an Offering or the Plan shall be given in writing, in a form provided by the Company, and unless specifically provided for in the Plan or this Offering shall be deemed effectively given upon receipt or, in the case of notices and agreements delivered by the ...

  • Page 107
    ... Notice (the "Employee") the number of shares of the Company's Common Stock under the Company's 1999 Equity Incentive Plan, as amended from time to time (the "Plan") as set forth in the Grant Notice subject to the restrictions set forth in this Agreement and the Plan. Capitalized terms not defined...

  • Page 108
    ... of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. 3. Escrow. (a) The Secretary of the Company, or such other person designated by the Company from time to time (either the Secretary or such...

  • Page 109
    .... In connection with the purchase of the Shares, Employee represents to the Company the following: (a) Employee acknowledges that he has been informed that unless an election is filed by Employee with the Internal Revenue Service and, if necessary, the proper state taxing authorities, within...

  • Page 110
    ... and securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (b) Stop-Transfer Notices. Employee agrees that, in order to...

  • Page 111
    ..., including, but not limited to, any Company sponsored employee benefit plans, stock option plans, severance plans or severance agreements. The provisions of this Agreement shall not in any way limit Employee's rights under such other plans and agreements. (c) Severability. If one or more provisions...

  • Page 112
    ...(the "Agreement") is attached, TiVo Inc., a Delaware corporation (the "Company") has granted to the employee designated in the Grant Notice (the "Director") the number of shares of the Company's Common Stock under the Company's 1999 Equity Incentive Plan, as amended from time to time (the "Plan") as...

  • Page 113
    ... of no effect. Any permitted transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. 3. Escrow. (a) The Secretary of the Company, or such other person designated by the Company from time to time (either the Secretary or such...

  • Page 114
    ...of the Internal Revenue Code of 1986, as amended (and similar state tax provisions if applicable), to be taxed currently on the fair market value of the Shares on the date of this Agreement, there will be a recognition of taxable income to Director equal to the fair market value of the Shares at the...

  • Page 115
    ... to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or...

  • Page 116
    ... 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party's address or fax number as set forth below or as subsequently modified by written notice. (f) Counterparts. This Agreement may be executed...

  • Page 117
    .... The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. THIRD AMENDMENT TO AMENDED AND RESTATED SERVICES AGREEMENT This THIRD...

  • Page 118
    ... about the products or services of the advertiser (such product, service, information, or inclusion in a promotional mailing list, the "Lead Gen Result"); Ensure that customer information of any end user of the DIRECTV DVR Receiver who elects to receive the Lead Gen Result is used [*] to provide the...

  • Page 119
    ... Chief Executive Officer's bonus will be based solely on meeting objective Company performance goals such as the Company's financial performance including service and technology revenues, media advertising, ARM sales revenue, subscription growth, Adjusted EBITDA* performance, new product deployment...

  • Page 120
    ... the Agreement, TiVo and Licensee are entering into a Project Change Request with respect to the Initial TIMS Statement of Work (the "TIMS PCR") relating to an extension of the TIMS Acceptance Deadline and a deferral of the Additional Features (as defined herein) from Phase 1 of the TIMS Solution to...

  • Page 121
    ... A of the Agreement is hereby amended by (a) deleting the definition of "Comcast TIMS Acceptance" and replacing it with ""Comcast TIMS Acceptance" shall mean final Comcast acceptance of the initial TIMS Solution.", and (b) adding the following additional definitions: (i) "Additional Features" shall...

  • Page 122
    ... By: /s/ Arthur R. Block Name: Arthur R. Block Title: Senior Vice President Date: 2/15/2008 COMCAST STB SOFTWARE DVR, LLC By: /s/ James P. McCue Name: James P. McCue Title: President Date: 2/15/2008 3 TIVO INC. By: /s/ Jeff Klugman Name: Jeff Klugman Title: Senior Vice President Date: 2/15/2008

  • Page 123
    .... Sections 8.2(a) and 8.2(b) of the Agreement are hereby deleted in their entirety and replaced with the following: "(a) Exhibit L sets forth the maintenance and support services to be provided by TiVo for the TiVo Experience Software and the TIMS Solution during the Term. (b) Subject to payment by...

  • Page 124
    ... duly authorized representatives. COMCAST CORPORATION By: /s/ Arthur R. Block Name: Arthur R. Block Title: Senior Vice President COMCAST STB SOFTWARE DVR, LLC By: /s/ James P. McCue Name: James P. McCue Title: President 2 TIVO INC. By: /s/ Jeff Klugman Name: Jeff Klugman Title: Senior Vice President

  • Page 125
    ... Software and TIMS Solution, [*]. Multivendor Coordination. TiVo will use commercially reasonable efforts to work with Comcast Vendors to resolve technical problems. When problems reported on TiVo products involve interactions with other Comcast Vendors' products and Comcast has a support agreement...

  • Page 126
    ...with specific symptoms encountered while using the TIMS Solution or TiVo Experience Software. Support services will include action to verify the existence of an incident and to determine conditions under which the incident may recur. Response Time. The incident severity will determine the applicable...

  • Page 127
    Type of Error Description Initial Response Target Resolution Priority 1 Error High-impact problem in which a large number of Comcast customers are unable to use the relevant products. (e.g. TiVo Experience Software causes [*]) (e.g. TIMS Solution prevents [*]) Priority 2 Error High-impact ...

  • Page 128
    ... Solution causes [*]) d. Implementation. Once TiVo has created a fix or workaround to the Error, the Parties will develop a mutually agreed plan to (i) incorporate such fixes or workarounds into new production units of the applicable Comcast Products and (ii) download such fixes to existing Comcast...

  • Page 129
    ... to the TIMS Solution and such Error remains uncorrected [*] after Comcast's initial notice to TiVo thereof (regardless of whether or not TiVo is performing its support and maintenance obligations pursuant to this Exhibit L with respect thereto): (i) Comcast shall have the right to suspend [*] with...

  • Page 130
    ... and Error reports and information related thereto. Comcast Obligations. In connection with TiVo's obligation to provide the support services described in this Exhibit L, Comcast shall perform the following: a. b. c. d. Comcast will work with TiVo to provide advance notice and to plan for events...

  • Page 131
    ... in accordance with the applicable contact information provided by such Party for such business/project manager. Such notice, report or other communication shall be deemed to be effectively given and received as provided in Section 28.4 of the Agreement (with electronic mail treated the same as...

  • Page 132
    ... annual report on Form 10-K of TiVo Inc. As discussed in note 2 to the consolidated financial statements, effective February 1, 2006, TiVo Inc. adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), Share Based Payment. /s/ KPMG LLP Mountain View, California...

  • Page 133
    ...'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 134
    ...31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Cal Hoagland, 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 135
    ...-Oxley Act of 2002 In connection with the TiVo Inc. (the "Company") Annual Report on Form 10-K for the year ending January 31, 2008 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 136
    ...-Oxley Act of 2002 In connection with the TiVo Inc. (the "Company") Annual Report on Form 10-K for the year ending January 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Cal Hoagland, Chief Financial Officer of the Company, certify pursuant to 18...