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Table of Contents
lly taxable in fiscal 2015. As a result, the Company expects to utilize its entire federal NOLs and a portion of its state NOLs towards its fiscal
2015 taxable income.
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We have financed our operations and met our capital expenditure requirements primarily from the proceeds from the sale of equity
securities, issuance of convertible senior notes, litigation proceeds, and cash flows from operations. Our cash resources are subject, in part,
to the amount and timing of cash received from our license agreements, subscriptions, deployment agreements, and hardware customers.
As of January 31, 2014, we had $1.0 billion of cash, cash equivalents, and short-term investments. We believe our cash, cash equivalents
and short-term investments, provide sufficient resources to fund operations, capital expenditures, future repurchases of TiVo shares in
connection with our previously announced share repurchase program, and working capital needs through the next twelve months.
On March 10, 2011, we issued convertible notes with the aggregate principal amount of $150 million and received approximately $144.5
million in net proceeds. On March 30, 2011, we issued an additional $22.5 million aggregate principal notes and received approximately
$21.8 million in proceeds pursuant to the exercise of the initial purchaser's overallotment option. The notes pay interest semi-annually at a
rate of 4.00% per year and mature on March 15, 2016.
On May 2, 2011, we received an initial payment of $300 million in cash (with the remaining $200 million to be paid in six equal annual
installments of $33.3 million) from DISH Network in connection with the settlement and patent license we entered into with EchoStar and
DISH on April 29, 2011 to settle and dismiss all litigation and claims between the companies. For additional information about our settlement
and license with EchoStar and DISH, please refer to Note 16. "Settlements" of Notes to Consolidated Financial Statements included in Part
II, Item 8 of this report.
On January 4, 2012, we received $51.0 million in cash (with the remaining $164.0 million to be paid in installments after the end of
each calendar quarter in the amount of $5.0 million for the first four calendar quarters and approximately $6.5 million in subsequent calendar
quarters through the calendar quarter ending June 30, 2018) in connection with the settlement and patent license we entered into with AT&T
on January 3, 2012 to settle and dismiss all litigation and claims between the companies. For additional information about our settlement
and license with AT&T, please refer to Note 16. "Settlements" of Notes to Consolidated Financial Statements included in Part II, Item 8 of this
report.
On September 21, 2012, we entered into a Settlement and Patent License Agreement with Verizon Communications, Inc. Under the
terms of the Agreement, Verizon has agreed to pay us a minimum amount of $250.4 million plus incremental monthly fees per DVR
subscriber if Verizon's subscriber base exceeds certain pre-determined levels which increase annually. The initial payment of $100.0 million
was paid to us on September 28, 2012 with the remaining $150.4 million due to TiVo 30 days after the end of each calendar quarter in the
amount of $6.0 million through the calendar quarter ending September 30, 2018. Any incremental additional per subscriber fees are due to
us on the same schedule. The Agreement expires on July 31, 2018.
Effective July 2, 2013, we entered into settlement and patent license agreements with ARRIS Group, Inc. (owner of General Instrument
Corporation, formerly a subsidiary of Motorola Mobility, Inc.), Cisco Systems, Inc. (Cisco), and Google Inc. (Google) (owner of Motorola
Mobility, LLC formerly Motorola Mobility, Inc.) (with the settlement with Arris, Google, and Cisco referred to as the Motorola/Cisco
settlement). Under the terms of the Motorola/Cisco settlement, TiVo received total consideration of $490.0 million in cash during the fiscal
year ended January 31, 2014. For additional information about our settlement and license agreements, please refer to Note 16.
"Settlements" of Notes to Consolidated Financial Statements included in Part II, Item 8 of this report.
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The following table summarizes our cash flow activities:
56