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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended January 31, 2003

Commission file number 000-27141

TIVO INC.

(Exact name of registrant as specified in its charter)

(408) 519-9100

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:  

NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $.001 PAR VALUE PER SHARE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.    x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No  ¨

As of April 15, 2003 there were 64,122,164 shares of the registrant’s common stock outstanding, and the aggregate market value of such shares held by non-affiliates of the registrant (based upon the closing sale price of such shares on the NASDAQ National Market on April 15, 2003) was approximately $193.4 million.

DOCUMENTS INCORPORATED BY REFERENCE

Parts of Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on August 6, 2003 are incorporated by reference into Part III of this Annual Report on Form 10-K (The Report of the Compensation Committee, the Report of the Audit Committee and the Comparative Stock Performance graph of the Registrant’s Proxy Statement are expressly not incorporated by reference herein.)

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PART I

ITEM 1.    BUSINESS

General Development of Business

TiVo is a leading provider of television services for digital video recorders, or DVRs, a rapidly growing consumer electronics category. Our subscription-based TiVo Service provides consumers with an easy way to record, watch, and control television. The TiVo Service also offers advertisers, content creators, and television networks a new platform for promotions, content delivery, and audience research. Our goal is to build recurring revenues by developing advanced television services based on our patented technology.

Today, TiVo-enabled DVRs are available in two configurations: (1) a standalone recorder, which works with all television signals: cable, satellite, and antenna; and (2) an integrated DIRECTV satellite receiver with TiVo. TiVo-enabled DVRs range in suggested retail price from $199 to $399, and may be purchased at major consumer electronics retailers throughout the United States or through our website. TiVo Series2, a TiVo-branded DVR introduced last year, offers more recording capacity at a lower manufacturing cost than previous models, and is broadband enabled, thereby offering customers the ability to enjoy home entertainment services such as digital music, digital photos, remote scheduling and multi-room viewing.

We derive revenues from three different sources. First, we receive revenues from providing the TiVo Service to consumers and from providing advertising and research services to media and consumer product marketers. We currently offer consumers a choice of a monthly recurring fee or a one-time product lifetime subscription. We also deliver the TiVo Service to customers of DIRECTV, one of the largest U.S. multi-channel service operators, in exchange for a monthly fee per household. There are currently 10 different DVR platforms that can deliver the TiVo Service available from TiVo and through four consumer electronics companies. As of January 31, 2003, we had approximately 624,000 subscriptions, including 228,000 subscriptions through our relationship with DIRECTV. A “subscription” is a DVR for which (i) a customer has paid for the TiVo Service and (ii) service is not canceled. For households with multiple DVRs, we count each DVR as a subscription. In the year ended January 31, 2003, service revenues were 37% of our total revenues, or $39.3 million. Revenues from advertising and research services were not material for the fiscal year ended January 31, 2003.

Second, we receive licensing and engineering professional services revenues from companies that create products that provide DVR functionality. We have an extensive portfolio of patents for inventions associated with the unique features of the TiVo Service, and for DVR software and hardware design. Current licensees of our technology include SONY, Toshiba America Consumer Products, Inc. and Toshiba Semiconductor. Current engineering professional services customers include DIRECTV, Toshiba, SONY, AOL Time Warner and others. In the year ended January 31, 2003, we derived 20% of our revenues, or $20.9 million, from licensing and engineering professional services.

Third, we receive revenues from the sale of DVR hardware. We hired a contract manufacturer to build the TiVo Series2 DVR. We distribute these DVRs, selling them both directly to consumers and to major retailers who offer these products to consumers. We distribute these DVRs solely to enable our service revenues and, as a result, do not presently intend to generate gross profits from hardware. In the year ended January 31, 2003, we derived 43% of our revenues, or $45.6 million, from hardware sales. We do not, however, recognize any hardware revenue related to the sale of TiVo-enabled DVRs built and distributed by other consumer electronics manufacturers.

TiVo was incorporated in August 1997 as a Delaware corporation with facilities in California. In August 2000, we formed a wholly owned subsidiary, TiVo (UK) Ltd., in the United Kingdom. In October 2001, we formed a new subsidiary, TiVo International, Inc., a Delaware corporation. We conduct our operations through one reportable segment.

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We continue to be subject to certain risks, including the dependence on third parties for manufacturing, marketing and sales support; the uncertainty of the market for digital video recorders; dependence on key management; limited manufacturing, marketing and sales experience; and the uncertainty of future profitability and positive cash flow. Additionally, we operate in an emerging industry and face significant competition. Our success is dependent upon the market’s acceptance of the TiVo Service and the DVRs which enable the TiVo Service. To date, we have recognized limited revenue, have incurred significant losses and have had substantial negative cash flow. During the fiscal year ended January 31, 2003, we had net losses of $80.6 million. As of January 31, 2003, we had an accumulated deficit of $545.2 million.

Our corporate website is located at www.tivo.com. A hyperlink to a third party website is provided at our corporate website to access our filings with the Securities and Exchange Commission free of charge promptly after such material is electronically filed with, or furnished to, the Securities and Exchange Commission. We do not intend for information found on our website to be included or incorporated by reference into this document.

Industry Background

Watching television is an American pastime.    Television is a truly ubiquitous consumer product. According to the market research firm Nielsen Media Research, over 99% of the 105 million U.S. households owned at least one television at the end of 2001. Not only has TV become a central part of everyday life, Nielsen data also indicate that on average, U.S. households watch an estimated seven hours of programming per day or over 2000 hours per year.

Subscription-based programming content is proliferating.    As the reach and popularity of television has grown, so too has the amount of programming available to consumers. According to The Federal Communications Commission’s Ninth Annual Report, released December 31, 2002, 89.9 million U.S. households subscribe to multi-channel video programming services as of June 2002. These multi-channel programming services can provide hundreds of channels of video content. Multi-channel programming continues to proliferate, especially as satellite service providers roll out more local programming options and deliver a host of new, niche-oriented channels.

DVR services significantly enhance television viewing, helping viewers find programming that fits their needs.    In the new content-rich multi-channel video programming environment, DVRs offer a compelling value proposition to consumers by providing the means to effectively sort through, select from, and organize the growing volume of broadcast video content. As the category grows, two approaches to DVRs are emerging, differentiated by the level of service they provide: basic DVRs with VCR-like manual recording capabilities and limited programming guide data; and intelligent, content-aware enhanced DVRs, which provide a higher degree of choice and personalization. The TiVo Service is an example of an enhanced DVR service.

Our Solution

We have created a unique television-based entertainment service. The TiVo Service provides viewers with greater control, easier navigation and a wider range of viewing options than was previously available. The TiVo Service allows viewers to watch what they want when they want, and to not miss their favorite shows. DVRs using the TiVo Service also form a new platform that enables television programmers, advertisers, and network operators to deliver television programming and innovative high-impact promotional content, extending the reach of traditional thirty second commercial advertising.

The TiVo Service, combined with a TiVo-enabled DVR, has many features that dramatically improve a viewer’s television viewing experience, including:

Advanced Software and Services that Automatically Find and Record Programs.    The TiVo Service automatically records a viewer’s favorite shows, all season long, even if the schedule changes. It can skip reruns

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if desired. It includes a rich program guide that allows viewers to quickly and efficiently browse through a schedule of up to two weeks of available television programming and descriptions for each show. The TiVo Service allows viewers to search for shows to record by subject, title, genre, actor, director, channel or time of showing. Viewers can record and subsequently watch a single show, prioritize and record a customized line-up, and automatically record all episodes of a favorite show without entering specialized codes, setting a timer, or using a videotape.

Digital Video Recorder Hardware Technology.    TiVo-enabled DVRs provide up to 80 hours of recording capacity, are easy to use, and provide high quality digital picture clarity. Depending on the make and model, TiVo-enabled DVRs can support virtually any cable, satellite or over-the-air programming source. Using a TiVo-enabled DVR, viewers can also pause live television, rewind and fast-forward for instant playback, and view frame-by-frame. TiVo constantly records 30 minutes of programming, so viewers who turn on the TV in the middle of an interesting program can replay the program from its beginning. DVRs that are compatible with the TiVo Service have minimal functionality without a subscription to the TiVo Service. These DVRs can be used to pause, rewind and fast forward through live or recorded shows.

Personalization and Suggestions.    The TiVo Service allows viewers to create preferences for recording of particular shows or categories of interest. Using the “Thumbs Up” and “Thumbs Down” buttons on the TiVo remote, viewers can express their preferences for shows. Based on the viewer’s stored individual preferences, the TiVo Service recommends programming that the viewer is likely to enjoy and, when storage space is available, the TiVo Service automatically records the suggested programming.

Specialized Content and Innovative Advertising.    Through our Showcases, TiVo’s unique ability to distribute long form video content, TiVo distributes specialized content that is designed to entertain subscribers while providing a promotional vehicle for our advertising and promotion customers. For example, movie studios pay us to deliver previews to upcoming films and consumer product companies pay us to market and promote their products to TiVo users. Television networks pay us to promote upcoming programs through both text and video content. In the future, content providers could use the TiVo Service to directly offer viewers special programming packages and pay-per-view promotions such as movies, sporting events, news headlines and other programming.

The most comparable technology predating DVRs and the TiVo Service was the analog video cassette recorder, or VCR. A typical VCR is complicated to program and records on videotape with a limited capacity of up to eight hours. The TiVo Service automatically finds and digitally records a viewer’s favorite TV shows on a hard drive, offering up to 80 hours of recording capacity. DVRs also allow users to pause live TV and watch a recorded program while a new program is being recorded.

Our Strategy

Our goal is to generate significant recurring revenues through the deployment of our technology to television households worldwide. The key elements of our strategy are:

Offer an Increasingly Valuable Service to Attract New Subscribers.    Our goal is to lead the market with innovations that expand the value and potential of TiVo’s subscription services. We plan to continue to make TiVo an increasingly compelling home entertainment service for both current and potential subscribers. For example, in April 2003, we launched the Home Media Option, a package of premium networked features for TiVo Series2 DVRs which enable the playing of music and the viewing of photos stored on a PC connected to the home network, streaming video between TiVo Series2 DVRs, and remotely scheduling recordings over the Internet. This new offering promises to make TiVo not only a content-aware DVR but also a networked home entertainment center that allows consumers to enjoy video and photos on television and enjoy music through their home stereos.

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Build a High Volume Subscriber Acquisition Channel Through Arrangements with Service Providers. We are pursuing relationships with satellite system and cable operators to embed the TiVo Service into their offerings. Our relationship with DIRECTV is the first of these arrangements. We believe this strategy will be successful because of the potential for our technology to enhance the value of other entertainment services through increased subscriber growth, reduced subscriber churn, and increased buy rates for programming packages and pay-per-view.

License Our Technology to Accelerate Platform Deployment.    Our licensing strategy focuses on creating, developing and deploying DVR standards in order to promote mass deployment of consumer electronics platforms capable of running the TiVo Service. We work with leading technology companies, including consumer electronics manufacturers, to introduce products that incorporate our technology, including DVD players, satellite television receivers, and standalone DVRs. For example, we have licensed our technology to SONY and Toshiba Corporation.

Drive Down the Manufacturing Cost of a TiVo-Enabled DVR.    We believe that the high cost of DVR hardware has been an obstacle to mass adoption, and we have made cost reduction a major focus of our engineering and development efforts. We believe these efforts will lead to a reduction in the average retail price of DVRs for consumers, and serve as an important catalyst for subscriber growth. Today, the manufacturing cost of our Series2 platform reference design, introduced in January 2002, is less than $250, representing a reduction in cost of several hundred dollars compared to our first generation design.

Increase Average Revenue Per User by Selling Promotional and Audience Measurement Services.     As our subscription base has grown, we have been able to offer robust promotional and audience measurement capabilities to programmers and advertisers. We plan to continue developing and enhancing these offerings which take advantage of the unique technical capabilities of the TiVo Service. For example, we have recently completed promotional and audience measurement work for Twentieth Century Fox, the National Football League, Porsche, PBS, Starz!, and Logitech. The TiVo Service enables a platform for advertisers to market long-form, entertainment-based advertisements. For example, last year we ran a video Showcase promoting the blockbuster comedy feature film “Austin Powers In Goldmember.”

Extend and Protect Our Intellectual Property.    The value of the TiVo Service is largely derived from the technology that we have developed. Our intellectual property has allowed us to become a leading service provider in the category and is the fundamental reason that many of our customers and consumer electronics manufacturers have chosen to work with us. We intend to continue to design, develop and implement innovative technology solutions that leverage and enhance the TiVo Service offering. We have adopted a proactive patent and trademark strategy designed to protect all important aspects of our technology and intellectual property.

Promote and Leverage the TiVo Brand.    We believe the strength of the TiVo brand is an advantage in attracting subscribers, consumer electronics manufacturers, advertisers, and other customers. In the past, we have dedicated substantial resources to promoting our brand through multiple advertising and marketing channels, participation in trade shows, sponsoring events, merchandising and by leveraging strategic relationships. We believe the TiVo brand is broadly associated with the DVR category, and we will leverage the TiVo brand as we strive to maintain a leadership position in the category.

Our Technology

The TiVo Service relies on three key components: the TiVo client software platform, the TiVo Service infrastructure, and the DVR hardware design. Each of these components serves a vital function in the TiVo Service.

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The TiVo Client Software Platform.    The TiVo client software platform runs on the TiVo-enabled DVR hardware design, or other hardware platforms. It consists of all operational software required for a TiVo-enabled DVR to properly and reliably deliver the TiVo Service.

The TiVo client software is based on the open-source Linux operating system, but the bulk of the software is proprietary to TiVo. The software includes system components such as a media-oriented file system, a high-performance transactional database, an integrated security system, and application components such as media management and user interface. We have enhanced the client software to support multiple services and applications, such as digital music and photos, and web-based scheduling.

The TiVo client software manages interaction with the TiVo Service infrastructure. After the initial set-up of the TiVo Service, the DVR will automatically connect to the TiVo Service infrastructure over a dial-up or broadband connection to download the program guide data, client software upgrades, Showcases and other content. DIRECTV receivers with TiVo Service receive most of their data via satellite link but also use the telephone for security purposes.

The TiVo Service Infrastructure.    The TiVo Service infrastructure consists of a collection of server-side technologies developed and optimized by TiVo to enable the ongoing operation of the TiVo Service. The TiVo Service infrastructure manages the distribution of proprietary services and specialized content such as program guide data, Showcases and other content. It interfaces with our billing and customer support systems for service authorization and bug tracking. In addition, the TiVo Service infrastructure collects anonymous viewing behavior data uploaded from TiVo-enabled DVRs for use in our audience measurement efforts. The TiVo Service infrastructure technology is scalable, robust and reliable. The infrastructure has also been designed to take advantage of the networks of service provider customers, for example, by utilizing DIRECTV’s satellite bandwidth to deliver data to DIRECTV receivers with TiVo Service. The TiVo Service infrastructure is extensible to support future initiatives such as e-commerce and lead generation response mechanisms, and authorization and billing for premium services such as music and photos.

The DVR Hardware Design.    The TiVo-enabled DVR hardware design is a specification developed by us for set-top boxes containing a hard disk drive, a CPU and memory, MPEG-2 digital video chips, a modem, and other components. We license this technology to consumer electronics manufacturers for them to modify and use in the production of DVRs that enable the TiVo Service. We also provide the design to the contract manufacturer that produces TiVo-branded DVRs.

TiVo-enabled DVR hardware is currently offered in two configurations: (1) a standalone recorder, which works with all television signals (digital and analog cable, satellite and antenna) and (2) an integrated DIRECTV satellite receiver with TiVo Service which is an integrated device that can store programming recorded straight from the DIRECTV digital satellite signal.

The DVR hardware design includes a modular front-end that allows the basic platform to be used for digital and analog cable, satellite and analog broadcast applications. In addition, the design includes USB ports to allow connection to broadband networks and external devices to enable future services.

Series2 DVRs that are compatible with the TiVo Service have minimal functionality without a subscription to the TiVo Service. These DVRs can be used to pause, rewind and fast forward through live or recorded shows.

Significant Relationships

DIRECTV.    DIRECTV is the largest provider of direct broadcast satellite television service in the U.S. We have had a longstanding relationship with DIRECTV in which DIRECTV assists us in marketing and delivering TiVo services to its customer base. This relationship began in 1999 and was expanded in September of 2000 with the release of a dedicated DVR that specifically supported DIRECTV. From 1999 thru October of 2002, we

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incurred upfront acquisition costs, recognized monthly recurring per subscriber revenues in a range from $4.15 to $9.95, and incurred recurring service costs for these subscribers.

Also as a part of this relationship, we have agreed to pay DIRECTV a share of the revenues we collect from TiVo Service subscribers with standalone DVRs who also subscribe to the DIRECTV service. This revenue share calculation has not materially changed over time.

During 2002, we modified our agreements with the goal of giving DIRECTV the ability and economic incentive to drive volume growth. Under our new agreement, DIRECTV pays us a recurring monthly per household fee for access to the technology needed to offer its customers a DVR service. We incur limited recurring expenses and, on a marginal basis, limited or no acquisition costs for these subscriptions. Currently, the average fee per household is approximately $3.00. We expect this average fee to decline in the future as the mix of DIRECTV subscriptions shifts to those for which we incur lower acquisition costs and recurring expenses and for which DIRECTV pays us a lower fee. Under this new agreement, both DIRECTV and TiVo will have the opportunity to deliver incremental services to DIRECTV-specific TiVo DVRs, including additional customer features and promotions. As a result of this modification to our agreements, we expect DIRECTV to increase its efforts to market our technology to its customer base. As of January 31, 2003, we had acquired a cumulative net total of 228,000 subscriptions through this relationship.

Separately, in February of 2002, we began recognizing revenue from DIRECTV for engineering professional services work on integrated DIRECTV satellite receivers with TiVo and the related service infrastructure. The first new DVR related to this agreement, the second-generation integrated satellite DIRECTV receiver with TiVo , was launched in November of 2002. We are currently providing DIRECTV with engineering professional services related to a new integrated DIRECTV satellite receiver with TiVo that supports high definition television service, as well as engineering professional services related to hardware and service cost improvements and feature enhancements for existing platforms and customers.

One of its officers currently has a position on our Board of Directors.

In April 2003, News Corp. announced that it had reached an agreement to purchase General Motor’s controlling stake in Hughes Electronics, the parent company of DIRECTV.

SONY.    In 2001, we signed a licensing agreement with SONY. Through the agreement, SONY has licensed our technology for incorporation into various consumer electronics products. In Japan, SONY sells a basic DVR based on our technology called MyCast. In the U.S., SONY sells the SVR-3000, a DVR based on our technology that enables the TiVo Service.

Toshiba America Consumer Products, Inc.    Toshiba America Consumer Electronics Products has licensed our DVR technology for incorporation into various consumer electronics products. In January 2003, Toshiba and TiVo unveiled the first product being developed under the licensing agreement, the SDH400, a combination DVR and DVD player which is targeted by Toshiba for introduction for the holiday 2003 season.

Toshiba Semiconductor and Toshiba America Electronic Components, Inc.    Toshiba Semiconductor and Toshiba America Electronic Components, Inc. have licensed our proprietary Media Switch ASIC, or application-specific integrated circuit, design and a hardware porting kit that allows the TiVo Service to run on a variety of hardware platforms. We believe this technology will enable lower-cost manufacturing of TiVo-enabled DVRs. Toshiba Semiconductor plans to broadly sell its semiconductor products with TiVo DVR technology to other consumer electronics companies.

Tribune Media Services.    In June 1998 we entered into a television listing agreement with Tribune Media Services, the sole supplier of program guide data for the TiVo Service. Tribune agreed to provide program guide data for the TiVo Service in exchange for a monthly fee. In the event that we request format changes or require

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additional services, Tribune may increase its fees depending on the change in service requested. In conjunction with the agreement, we licensed certain data and sublicensed certain code data from Tribune and we agreed to maintain the confidentiality of Tribune’s technology. The parties also agreed to indemnify each other against any and all claims and damages by third parties for breach of the agreement, or any personal injury, property damage or infringement of intellectual property claim arising from the agreement. The term of the television listing agreement was for eighteen months and automatically renews for one year periods unless either party provides written notice of termination.

Several companies including SONY, Philips, Thomson Multimedia and Hughes have manufactured and distributed their own branded TiVo-enabled DVRs. These DVR units are compatible with the TiVo Service and have minimal functionality without a subscription to the TiVo Service. A TiVo-enabled DVR without a subscription to the TiVo Service can be used to pause, rewind and fast forward through live or recorded shows. Each manufacturer is responsible for the manufacturing and distribution of its branded DVRs. We are solely responsible for the activation of the TiVo Service on a manufacturer’s DVR if the purchaser of the DVR decides to purchase a subscription to the TiVo Service.

During the fiscal year ended January 31, 2003, in an effort to increase service revenues, we hired a contract manufacturer to build the TiVo Series2 DVR. We distribute the DVRs, selling them both directly to consumers and to major retailers who offer these products to consumers. We also sell these units directly to consumers through our website. Additionally, SONY and Hughes are currently manufacturing their own branded Series2 DVRs. SONY also manufactured and sold DVRs in Japan that are based on TiVo’s technology but are not compatible with the TiVo Service as a result of the Company’s licensing agreement with SONY Japan.

The table below shows the percentage of DVRs compatible with the TiVo Service that were manufactured during the fiscal years ended January 31, 2003 and January 31, 2002, the one-month transition period ended January 31, 2001 and calendar year ended December 31, 2000.

Sales and Marketing

Digital Video Recorders.    To use the TiVo Service, consumers first purchase a digital video recorder that is compatible with the TiVo Service and then activate the TiVo Service. Since our inception, we have worked with major consumer electronics providers to manufacture and distribute TiVo-enabled DVRs. These companies include SONY, Philips, Thomson Multimedia and Hughes. We provide them with a hardware reference design and, in some cases, engineering professional services, to enable them to manufacture and distribute TiVo-enabled DVRs. Sales of these DVRs do not directly involve TiVo and we recognize no hardware revenues from the sale of these units. Later this year, we expect several additional manufacturers to offer TiVo-enabled DVRs.

In the past year, we arranged for a contract manufacturer to build TiVo-branded DVRs for us. Currently, our TiVo Series2 DVRs are available from online retailers and at major retailers across the United States, including Best Buy, Circuit City, Amazon.com, Tweeter, The Good Guys, ABT Electronics and Ultimate Electronics. During the fiscal year ended January 31, 2003, 81% of the TiVo-manufactured DVRs were sold to retail stores and 19% were sold direct from our website.

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We recognize revenues from the sale of TiVo Series2 DVRs to our retail customers and through our direct sales. To drive sales while managing costs, we have shared marketing expenses with retailers, and in some cases, we have offered to share a portion of the subscription revenue with the retailer who sold that subscriber their TiVo-enabled DVR if the customer subscribes to the TiVo Service.

The TiVo Service.    We market the TiVo Service in two ways. First, we sell directly to consumers who have purchased a TiVo-enabled DVR. We currently sell the TiVo Service for either a monthly subscription rate of $12.95, or for a single payment of $299 for the lifetime of the DVR. In the future, we may change the pricing and structure of our consumer offering independently or in conjunction with our licensees, to help increase deployment of TiVo-enabled DVRs.

Second, we market our service through our relationship with DIRECTV. DIRECTV pays us a per-household monthly fee for the ability to offer our service to their customers. DIRECTV makes all pricing decisions regarding the service it sells to its own customer base. In order to receive DIRECTV or other satellite or cable service, the consumer must purchase the subscription television service from that provider.

Other Revenue Streams.    We also receive revenues from licensing and engineering professional services as well as promotions and audience research. Each of these groups has a dedicated team of salespeople who build relationships with potential customers around the world.

Research and Product Development

Our research and development efforts are focused on designing and developing the components necessary to enable the TiVo Service: the TiVo client software platform, the TiVo Service infrastructure and the DVR hardware design. These activities included both hardware and software development. Our engineering staff is now focused on the following three areas:

Our expenditures for research and development for the fiscal years ended January 31, 2003 and January 31, 2002, the one-month transition period ended January 31, 2001 and calendar year ended December 31, 2000 were $20.7 million, $27.2 million, $2.5 million and $24.3 million, respectively. Despite an overall increase of 10% in our total number of employees, we increased the number of our regular, temporary and part-time employees engaged in research and development by 20% or from a total of 133 to 160 at January 2003 compared to January 2002. The new hires and a portion of our current employees have been deployed to complete work on our engineering professional services agreements.

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Competition

The DVR market is new and rapidly evolving, and we expect to face significant competition in our efforts to secure broad market acceptance. We believe that the principal competitive factors in the DVR market are brand recognition, brand awareness, ease of use, pricing, and functionality. We currently see two primary categories of DVR competitors: standalone DVRs offered by consumer electronics companies, and integrated DVRs offered by cable and satellite operators.

Within each of these two categories, the competition can be further segmented into those offering what we define as basic DVR functionality, and those offering enhanced DVR functionality. Basic DVR functionality includes no or limited program guide data and “VCR-like” controls with manual timeslot-based recordings, usually with no DVR service fee after the consumer purchases the enabling hardware. Enhanced DVR functionality includes rich program guide data and enhanced scheduling and personalization features, and may or may not require a DVR service fee. The TiVo Service is an example of enhanced DVR functionality. Premium service offerings, such as our Home Media Option, take advantage of a move towards convergence in the home network as well as the living room. This is a key differentiator for TiVo from a competitive segmented offering for DVR services in the market today.

Consumer Electronics Competitors.    We compete against several types of products with basic or enhanced 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.

Satellite and Cable Integrated DVR Competitors.    The DIRECTV satellite receiver with TiVo Service competes against other cable and satellite set-top boxes that integrate basic or enhanced DVR functionality into multi-channel receivers.

In the past, we faced significant competition from Microsoft’s UltimateTV, which was launched in Spring 2001 and, like the DIRECTV receiver with TiVo Service, combined DIRECTV satellite

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Motorola has licensed DVR technology from ReplayTV and Gotuit, and has announced its own plans for integrated cable DVRs. In addition, both Scientific-Atlanta and Motorola have announced plans to build integrated cable DVRs for cable operator Charter Communications using Moxi Media Center software from Digeo.

Other DVR technology providers targeting the integrated DVR space include set-top box manufacturers Pioneer and Pace, and software providers NDS and Canal+ Technologies. We expect international competitors such as NDS and Canal+ to be a presence in the European markets as they develop; however, their presence in the U.S. market has been insignificant to date.

We also expect to continue to generate a substantial portion of our revenues from licensing fees. Our licensing strategy focuses on producing and enhancing DVR standards in order to promote mass deployment of consumer electronics platforms capable of running the TiVo Service, generating not only licensing fees, but also subscription revenues. Therefore, our licensing revenues depend both upon our ability to successfully negotiate licensing agreements with our customers and, in turn, upon our customers and consumer electronics manufacturers’ successful commercialization of their underlying products. In addition, we face competition from companies such as Microsoft, OpenTV, Metabyte Networks, NDS, Canal+ Technologies, D&M Holdings, Digeo and Gotuit who have created competing digital video recording technologies. Such companies may offer more economically attractive licensing agreements to manufacturers of DVRs. Moreover, the market for in-home entertainment is intensely competitive and subject to rapid technological change. If new technologies render the DVR market obsolete, we may be unable to generate sufficient revenue to cover our expenses and obligations.

Patents and Intellectual Property

We have adopted a proactive patent and trademark strategy designed to protect all important aspects of our technology and intellectual property. We have been awarded 49 patents (including foreign and domestic), have 100 patent applications pending (including foreign and domestic), and have three provisional patent applications pending. We have also jointly filed a patent application with Quantum. The patent applications that we have filed are broad in nature and are tied to fundamental inventions rather than small, unrelated features or applications. These patent applications cover substantially all of our technology, including hardware, software, the TiVo Service functionality and appearance, network architecture, and manufacturing. We have also filed patent applications that cover technologies we intend to incorporate in future versions of the TiVo Service and hardware. Several of our early patent applications have been examined and claims allowed by the U.S. Patent and Trademark Office. Included in these are a number that are fundamental to the operation of DVRs, as well as forming a foundation for other important patent applications currently under examination. We anticipate ongoing

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progress in establishing a defensible and useful intellectual property portfolio; however, there can be no assurance that current patent applications will ever be granted.

The U.S. Patent and Trademark Office issued patent number 6,233,389 to us for a “Multimedia Timewarping System,” originally filed in July of 1998, that covers many of the key inventions associated with personal video recording software and hardware design.

This patent discloses all aspects of the design and construction of the TiVo Receiver/Recorder. Key inventions claimed in the patent include:

We have been issued U.S. patent number 6,215,526, which describes a method for embedding data within a television signal in such a way that it survives analog-to-digital and digital-to-analog conversion during the transmission process. We own the following design patents for our award winning remote control and the design for the integrated DIRECTV Receiver with TiVo Service. These patents are issued as Remote Control design patents: D424,061, D431,552, Remote Control housing design patents: D424,577, D435,403 and DIRECTV Receiver with TiVo Service bezel design patent: D434,043.

The TrickPlay patent, issued by the U.S. Patent and Trademark Office as patent number 6,327,418, describes a method of controlling streaming media in a digital device. In today’s implementation of a TiVo-enabled DVR, the TrickPlay patent covers the functions that enable our subscribers to pause live TV as well as rewind, fast forward, play, play faster, play slower, and play in reverse television signals cached by the DVR. Storing, editing and manipulation of video are also claimed in the TrickPlay patent.

Together, the TrickPlay patent and Time Warp patent (U.S. Patent No. 6,233,389) claim the key functions that are essential to operate the TiVo-enabled DVR.

The Timewarp and TrickPlay patents have also been examined and approved under the terms of the Patent Convention Treaty, which provides for nominal acceptance of the patent in countries that are signatories to the treaty, which includes most countries in the world. We are currently filing for acceptance in key countries around the world.

The Home Networking patent issued as U.S. Patent Number 6,310,886 and describes a simple and reliable method for connecting TiVo-enabled DVRs and other streaming media devices to a network in the home. This technology allows us to extend the ease of use of TiVo’s current product and service to digital entertainment that can be enjoyed throughout the home.

We have filed many trademark applications covering substantially all of our trade dress, logos and slogans, including:

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These applications are currently pending with the U.S. Patent and Trademark Office. Additionally, we have international trademark applications pending for several of these trademarks. We have secured U.S. registrations for the marks TiVo, TiVo Central, Can’t Miss TV, What you want, when you want it, TiVolution, the TiVo Logo, and the Jump Logo. We have licensed the use of our name and logo to some of our customers and consumer electronics manufacturers. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors that May Affect Future Operating Results—Our success depends on our ability to secure and protect patents, trademarks and other proprietary rights.”

Privacy Policy

We have adopted a privacy policy, which we make available on our website and deliver to each new subscriber to the TiVo Service. This policy was updated in January 2002 to cover new commerce features which we plan to introduce in the future. This policy explains that we collect certain types of information such as anonymous viewing and diagnostic information but all viewing information that is linked or associated with an individual identity will not be disclosed without the viewer’s affirmative consent. We further give subscribers the ability to “opt-out” from the collection of anonymous viewing information and diagnostic information log files.

We have designed a system that ensures that any viewing information transmitted from our receiver is anonymous on the receiver and remains unidentifiable to a particular viewer (known as anonymous viewing information), unless that subscriber affirmatively consents to such identification before any viewing data leaves the receiver. Anonymous viewing information is collected separately from any information that identifies a viewer personally. As a result, unless subscribers affirmatively consent to the collection of personally identifiable viewing information before the file containing such viewing information is transmitted from the receiver to our distribution servers, we have no way of matching anonymous viewing information with particular subscribers. We may be able to use this anonymous information to tell a broadcaster the percentage of our viewers that recorded a particular program, but we will not know, nor be able to tell the broadcaster, which of our viewers did so, unless a viewer decides to provide that information.

Recent Developments

In April, TiVo announced that Martin J. Yudkovitz was named President of TiVo Inc. Mr. Yudkovitz’s most recent position was Executive Vice President at NBC.

Employees

At April 15, 2003, we employed approximately 248 employees, including 33 in service operations, 133 in research and development, 28 in sales and marketing and 54 in general and administration. We also employ, from time to time, a number of temporary and part-time employees as well as consultants on a contract basis. At April 15, 2003, we employed 61 such persons. Our future success will depend in part on our ability to attract, train, retain and motivate highly qualified employees. We may not be successful in attracting and retaining such personnel. Our employees are not represented by a collective bargaining organization and we have never experienced a work stoppage or strike. Our management considers employee relations to be good.

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Executive Officers and Key Employees:

As of April 15, 2003, our executive officers and key employees and their ages were as follows:

Michael Ramsay is a co-founder of TiVo and has served as TiVo’s Chairman of the Board of Directors and Chief Executive Officer since our inception in August 1997. From April 1996 to July 1997, Mr. Ramsay was the Senior Vice President of the Silicon Desktop Group for Silicon Graphics, a manufacturer of advanced graphics computers. From August 1994 to April 1996, Mr. Ramsay was President of Silicon Studio, Inc., a wholly owned subsidiary of Silicon Graphics, Inc. (“SGI”) focused on enabling applications development for emerging interactive media markets. From July 1991 to August 1994, Mr. Ramsay served as the Senior Vice President and General Manager of Silicon Graphics’ Visual Systems Group. Mr. Ramsay also held the positions of vice president and general manager for the Entry Systems Division of SGI. Prior to 1986, Mr. Ramsay held research & development and engineering management positions at Hewlett-Packard and Convergent Technologies. Additionally, Mr. Ramsay serves on the board of directors of Netflix Inc., an online entertainment subscription service company. Mr. Ramsay holds a B.S. degree in Electrical Engineering from the University of Edinburgh, Scotland.

David H. Courtney joined TiVo in March 1999 as Chief Financial Officer and is currently Executive Vice President of Worldwide Operations and Administration, and a member of the board of directors. From May 1995 to July 1998, Mr. Courtney served as a Managing Director at J.P. Morgan, an investment banking firm, where he was responsible for building and expanding the firm’s high technology investment banking business in the United States. From 1986 to 1995, Mr. Courtney was a member of the high technology investment banking group at Goldman, Sachs & Co., most recently serving as Vice President. Mr. Courtney currently serves as a director of KQED Television, a non-profit affiliate of the Public Broadcasting System in San Francisco, California and serves on the board of directors of Silicon Image Inc., a semiconductor and system solutions company. Mr. Courtney holds a B.A. degree in Economics from Dartmouth College and an M.B.A. degree from Stanford University.

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James Barton is a co-founder of TiVo and has served as TiVo’s Vice President of Research and Development, Chief Technical Officer and Director since our inception and is currently Senior Vice President of Research and Development, Chief Technical Officer and Director. From June 1996 to August 1997, Mr. Barton was President 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 of Silicon Graphics and AT&T Network Systems created to develop interactive television systems. From June 1993 to November 1994, Mr. Barton served as Vice President and General Manager of the Media Systems Division of SGI. From January 1990 to May 1991, Mr. Barton served as Vice President and General Manager for the Systems Software Division of Silicon Graphics. Prior to joining SGI, Mr. Barton held technical and management positions with Hewlett-Packard and Bell Laboratories. Mr. Barton holds a B.S. degree in Electrical Engineering and an M.S. degree in Computer Science from the University of Colorado at Boulder.

Ta-Wei Chien has served as Senior Vice President and General Manager of TiVo Technology and Licensing Business since November 2001. Previously, Mr. Chien served as TiVo’s Vice President of Engineering and Operations from February 1998. From December 1996 to February 1998, Mr. Chien served as Vice President of Engineering in the Desktop Workstations group at SGI, where he managed engineering projects for desktop workstations. From April 1991 to December 1996, Mr. Chien was a director of digital media and VLSI engineering at SGI. Mr. Chien holds a B.S. degree in Electrical Engineering from National Taiwan University and an M.S. degree in Electrical Engineering from the University of California, Los Angeles.

Brodie Keast has served as Senior Vice President, General Manager of TiVo Service since November 2001. In December 1999, Mr. Keast joined TiVo as Vice President of Sales and Marketing. Prior to joining TiVo, Mr. Keast was employed with Quantum Corporation from 1996 through 1999 most recently serving as Vice President and General Manager for Quantum’s DLT Tape Division. Prior to joining Quantum, he spent ten years at Apple Computer where he held a number of executive marketing positions. Mr. Keast holds a B.S. degree in Computer Science from California State University, Chico.

Mark A. Roberts was named Senior Vice President of Engineering in 2003. He had served as Chief Information Officer of TiVo since March 1999 and Vice President of Information Technology since July 1999. Prior to joining TiVo, he served as Vice President of Information Technology at Acuson Corporation, a medical ultrasound company, from March 1996 to March 1999. From July 1990 to March 1996, Mr. Roberts was Director of Information Systems at SGI. Mr. Roberts holds a B.S. degree in Economics from Santa Clara University.

Susan Cashen was named Vice President of Marketing in 2003. She joined TiVo in March 2000 as Vice President of Corporate Communications. From November 1994 to March 2000, Ms. Cashen was employed at Blanc & Otus, a leading technology public relations firm based in San Francisco, California and most recently served as Senior Vice President and Partner from March 1999 to March 2000. Prior to joining Blanc & Otus, Ms. Cashen managed her own consulting practice. Ms. Cashen holds a B.A. degree in Russian Studies from Hamilton College.

Andrew Cresci was named Vice President of OEM Service Partners in 2003. Prior to that, has served as Vice President and General Manager of TiVo (UK) since November 2000. In August 1999 Mr. Cresci co-founded TapCast, a California based wireless Internet portal. Prior to founding TapCast Mr. Cresci was Director of Worldwide Marketing for the workstation division at SGI for eight years. Mr. Cresci holds a B.S. degree in Electronics Engineering from the University of Bath, England.

Luther Kitahata has served as Vice President of Software Engineering since October 2000. He joined TiVo in 1998 as the Director of Software. Prior to joining TiVo, Mr. Kitahata was part of the founding team at Navio Communications (now Liberate Technologies) where he worked in both managerial and engineering capacities from April of 1996 to January 1998. Prior to 1996, Mr. Kitahata was founder and Director of Engineering of E-Motion, a leading provider of content distribution and multimedia collaboration systems. Mr. Kitahata holds an M.S. degree and a B.A. degree with honors in Computer Science from Brown University.

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Jeff Klugman has served as Vice President of Licensing Group since December 2001. Prior to joining TiVo, Mr. Klugman was CEO of PointsBeyond.com, an internet-portal start-up focused on outdoor activities and adventures. In 1999, Mr. Klugman was Vice President of Marketing and Business Development for one of Quantum’s business units. Mr. Klugman holds a B.S. degree in engineering from Carnegie Mellon University and an M.B.A. degree from Stanford University.

Edward Lichty was named Vice President of Business Development in November 2002. Prior to joining TiVo in April 1998, Mr. Lichty was a member of the finance team at International Wireless Communications, a wireless service provider with operating companies in Latin America and Asia. Mr. Lichty began his career in the investment banking group at Stephens Inc., a privately-held firm located in Little Rock, AR. Mr. Lichty received a B.A. from Yale University and holds an M.B.A. from the Stanford Graduate School of Business.

Howard Look has served as Vice President of TiVo Studios since March 2000. He joined TiVo in February 1998 as Director of Application Software. Prior to joining TiVo, Mr. Look was Manager and the Director of Applied Engineering at SGI from 1996 to 1998. Mr. Look holds a B.S degree in Computer Engineering from Carnegie-Mellon University.

Joe Miller has served as Vice President of Sales since October 2000. From June 1999 to October 2000, Mr. Miller served as Director of Channel Marketing for TiVo. Prior to joining TiVo, Mr. Miller was employed with U.S. Satellite Broadcasting from 1994 to 1999, most recently serving as General Manager of Retail Sales. Prior to joining U.S. Satellite Broadcasting, Mr. Miller was National Sales Manager for Cox Satellite Programming. Mr. Miller holds a B.A. degree in Public Relations from Southwest Texas State University.

Laura Schulte joined TiVo as Vice President of Human Resources in 2003. Prior to TiVo, Ms. Schulte served as Vice President of Human Resources for Blue Pumpkin Software. Ms. Schulte also worked as Vice President of Human Resources for Netigy Corporation and prior to that, held numerous positions within the Human Resources department at Western Digital Corporation, where she was responsible for the management of all HR activities. Ms. Schulte holds a B.A. degree in Psychology from UC Irvine.

Stuart West was named Vice President of Finance in November 2002. Prior to joining TiVo in December 2000, Mr. West was a business development and strategy executive at a number of venture-backed Silicon Valley software and service startups. Prior to that, Mr. West spent six years in investment banking at J.P. Morgan, where he managed over $10 billion in IPOs, M&A assignments, and other financings for technology companies in Silicon Valley and around the globe. Mr. West’s other work experience includes Texas Instruments, the U.S. State Department, and the White House. He holds a B.A. from Yale University and completed Stanford Business School’s Executive Program for Growing Companies.

Matthew Zinn has served as Vice President, General Counsel and Chief Privacy Officer since July 2000. From May 1998 to July 2000, Mr. Zinn was the Senior Attorney, Broadband Law and Policy for the MediaOne Group, a leading global communications company. From August 1995 to May 1998, Mr. Zinn served as corporate counsel for Continental Cablevision, the third largest cable television operator in the United States. From November 1993 to August 1995, he was an associate with the Washington, D.C., law firm of Cole, Raywid & Braverman, where he represented cable operators in federal, state and local matters. Mr. Zinn holds a J.D. degree from the George Washington University National Law Center and a B.A. degree in Political Science from the University of Vermont.

ITEM 2.    PROPERTIES

Properties

Our corporate headquarters, which houses our administrative, sales and marketing, customer service and product development activities, is located in Alviso, California, under a lease that expires in 2007. We believe

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that our corporate facilities will be adequate to meet our office space needs for the next several years as we currently utilize approximately 75% of the total office space. We are actively searching for additional tenants. Our facilities lease obligations are subject to periodic increases and we believe that our existing facilities are well maintained and in good operating condition.

Additionally, we currently lease international office space in Berkshire, United Kingdom under a lease that expires in March 2006. Since we no longer maintain an office in the United Kingdom, we are actively searching for tenants to sublease the office.

ITEM 3.    LEGAL PROCEEDINGS

StarSight Telecast Inc.    On January 18, 2000, StarSight Telecast Inc., a subsidiary of Gemstar International Group Limited filed a lawsuit against us in the U.S. District Court for the Northern District of California alleging willful and deliberate violation of U.S. Patent Number 4,706,121, entitled “TV Schedule System and Process”, held by StarSight. The complaint alleged that we infringed the StarSight patent by, among other things, making, using, selling, offering to sell and/or importing our TV schedule systems and processes without a license from StarSight. StarSight seeks unspecified monetary damages and an injunction against our operations. The suit also seeks attorneys’ fees and costs. On February 25, 2000, we counterclaimed against StarSight, Gemstar Development Corporation and Gemstar International Group Limited seeking damages for federal antitrust violations and state unfair business practices claims, as well as declaratory relief of non-infringement, invalidity and unenforceability with respect to the patent. On June 21, 2002, a United States International Trade Commission (“ITC”) Administrative Law Judge found, among other things, that there had been no infringement of this patent by EchoStar Communications, Pioneer Corporation, Pioneer Digital Technologies, Inc., Pioneer New Media Technologies Inc., Pioneer North America, Inc., Scientific-Atlanta Inc. and SCI Systems Inc. and that StarSight had misused this patent which was also found to be unenforceable for failure to name a co-inventor. On August 2, 2002, the Court entered an Order staying all proceedings in the StarSight lawsuit until after final resolution to this ITC action (including any and all appeals) involving this patent. We are not a party to this ITC action although the same patent is at issue. On August 29, 2002, StarSight announced that the ITC had declined to review the decision of its Administrative Law Judge and that StarSight intends to appeal the decision of the ITC to the United States Court of Appeals for the Federal Circuit. We could be forced to incur material expenses during this litigation, and in the event there is an adverse outcome, our business could be harmed.

IPO Litigation.    We and certain of our officers and directors are named as defendants in a consolidated securities class action lawsuit filed in the U.S. 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 our initial public offering as defendants. This class action is brought on behalf of a purported class of purchasers of our common stock from September 30, 1999, the time of our initial public offering, through December 6, 2000. The central allegation in this action is that the underwriters in our initial public offering solicited and received undisclosed commissions from, and entered into undisclosed arrangements with, certain investors who purchased our common stock in the initial public offering and the after-market. The complaint also alleges that the TiVo defendants violated the federal securities laws by failing to disclose in the initial public offering prospectus that the underwriters had engaged in these allegedly undisclosed arrangements. More than 150 issuers have been named in similar lawsuits. In July 2002, an omnibus motion to dismiss all complaints against issuers and individual defendants affiliated with issuers (including the TiVo defendants) was filed by the entire group of issuer defendants in these similar actions. On October 8, 2002, our executive officers were dismissed as defendants in the complaint. On February 19, 2003, the court in this action issued its decision on defendants’ omnibus motion to dismiss. This decision dismissed the Section 10(b) claim as to TiVo but denied the motion to dismiss the Section 11 claim as to TiVo and virtually all of the other issuer-defendants. We believe we have meritorious defenses and intend to defend this action vigorously; however, we could be forced to incur material expenses in the litigation, and in the event there is an adverse outcome, our business could be harmed.

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Alan Federbush and Mitchell Brink.    On August 13, 2001, Alan Federbush, an individual resident in the state of New York, and Mitchell Brink, an individual resident in the state of Illinois, filed, on behalf of themselves and all similarly situated purchasers of SONY or Philips digital television recorders and the TiVo Service, a class action complaint against us in the Superior Court of the State of California, Santa Clara County, alleging violation of California’s Consumers’ Legal Remedies Act, California’s Unfair Practices Act, and fraudulent concealment. The complaint states that Mr. Federbush and Mr. Brink each experienced problems with the modem contained in the digital television recorders. The complaint alleges, among other things, that we knew or had reason to know of these malfunctions and therefore misrepresented or failed to disclose material information about the digital television recorders to consumers. The complaint seeks an award of actual damages, as well as unspecified punitive damages, interest, attorneys’ fees and other costs. The complaint additionally seeks broad equitable relief, requesting that we be enjoined from continuing the practices described in the complaint and engaging in false and misleading advertising regarding the digital television recorders. We filed our answer to the complaint on October 19, 2001. On June 24, 2002 the Court entered a consent judgment fully resolving the action among the parties. In consideration of the plaintiffs’ release of any claims against us, we agreed to pay plaintiffs’ costs and attorneys fees and to extend by four months the terms and conditions provided for in the original manufacturers’ warranties with respect to modems contained in certain Series1 digital video recorders purchased after February 1, 2002.

Pause Technology LLC.    On September 25, 2001, Pause Technology filed a complaint against us in the U.S. District Court for the District of Massachusetts alleging infringement of U.S. Reissue Patent No. 36,801, entitled “Time Delayed Digital Video System Using Concurrent Recording and Playback”. Pause Technology alleges that it is the owner of this patent, and further alleges that we have willfully and deliberately infringed this patent by making, selling, offering to sell, and using within the United States the TiVo digital video recorder. Pause Technology seeks unspecified monetary damages as well as an injunction against our operations. It also seeks attorneys’ fees and costs. Our answer was filed on December 26, 2001. We believe we have meritorious defenses and intend to defend this action vigorously; however, we could be forced to incur material expenses in the litigation, and in the event there is an adverse outcome, our business could be harmed.

Lawsuit filed by SONICblue Inc.    On December 12, 2001, SONICblue Incorporated and its wholly owned subsidiary, ReplayTV, Inc., filed a lawsuit against us in the U.S. District Court for the Northern District of California, alleging infringement of U.S. Patent No. 6,324,338 entitled “Video Data Recorder with Integrated Channel Guides”. SONICblue alleges that it is the owner of this patent, and further alleges that we have willfully and deliberately infringed this patent by making, selling, offering to sell, and using within the United States the TiVo digital video recorder. SONICblue was seeking unspecified monetary damages as well as an injunction against our operations. Our answer was filed on January 23, 2002. On November 8, 2002, we and SONICblue announced a settlement in which SONICblue agreed to dismiss without prejudice this complaint against us.

Lawsuit filed against SONICblue Inc.    On January 23, 2002, we filed a separate lawsuit against SONICblue Incorporated and its wholly owned subsidiary, ReplayTV, Inc., in the U.S. District Court for the Northern District of California, alleging that we are the owner of U.S. Patent No. 6,233,389, entitled “Multimedia Time Warping System,” and alleging further that SONICblue and ReplayTV have willfully and deliberately infringed the patent by making, using, offering to sell and/or selling within the United States digital video recording devices, software and/or personal television services falling within the scope of the patent. We had requested that the court enjoin SONICblue and ReplayTV from further infringement of the patent and award us compensatory damages, treble damages and attorneys’ fees and costs. On November 8, 2002, we and SONICblue announced a settlement in which we agreed to dismiss without prejudice this complaint against SONICblue.

Indemnification of SONY Corporation Against Command Audio Corporation Lawsuit.    On February 5, 2002, SONY Corporation notified us that Command Audio Corporation had filed a complaint against SONY Electronics, Inc. on February 2, 2002 in the U.S. District Court for the Northern District of California. The complaint alleges that, in connection with its sale of digital video recorders and other products, SONY infringes upon two patents owned by Command Audio (U.S. Patent Nos. 5,590,195 (“Information Dissemination Using

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Various Transmission Modes”) and 6,330,334 (“Method and System for Information Dissemination Using Television Signals”)). The complaint seeks injunctive, relief, compensatory and treble damages and Command Audio’s costs and expenses, including reasonable attorneys’ fees. Under the terms of our agreement with SONY governing the distribution of certain digital video recorders that enable the TiVo Service, we are required to indemnify SONY against any and all claims, damages, liabilities, costs and expenses relating to claims that our technology infringes upon intellectual property rights owned by third parties. We believe SONY has meritorious defenses against this lawsuit; however, due to our indemnification obligations, we could be forced to incur material expenses during this litigation, and, if SONY were to lose this lawsuit, our business could be harmed.

Andrew Townsley.    On July 9, 2002, Andrew Townsley, a broadcast center analyst, filed a charge of discrimination against us with the California Department of Fair Employment and Housing. Mr. Townsley claims that he has suffered discrimination based on his disability. We believe we have meritorious defenses and intend to defend this action vigorously; however, we could be forced to incur material expenses in the litigation, and in the event there is an adverse outcome, our business could be harmed.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the quarter ended January 31, 2003.

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PART II

ITEM 5.    MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information for Common Equity

Our common stock has traded on the Nasdaq National Market under the symbol “TIVO” since September 30, 1999. Prior to that time, there was no public trading market for our common stock. As of April 15, 2003, we had 510 stockholders of record.

The following 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:

On April 15, 2003, the closing price of our common stock was $5.14 per share.

Dividend Policy

Under the terms of the indenture governing our outstanding 7% convertible senior notes due 2006, we are restricted from declaring or paying any dividends on, or making any distribution with respect to our common stock, other than dividends or distributions we make in common stock or of rights pursuant to any stockholders’ rights plan adopted by us.

We expect to continue our current policy of paying no cash dividends to holders of our common stock for the foreseeable future.

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ITEM 6.    SELECTED FINANCIAL DATA

The following selected financial data as of and for the fiscal year ended January 31, 2003 and 2002, respectively, have been derived from our consolidated financial statements audited by KPMG LLP, independent accountants. Additionally, the following selected financial data as of and for the one-month transition period ended January 31, 2001 and calendar years ended December 31, 2000, December 31, 1999 and December 31, 1998 have been derived from our consolidated financial statements audited by Arthur Andersen LLP, independent accountants. These historical results are not necessarily indicative of the results of operations to be expected for any future period.

The data set forth below (in thousands, except per share data) should be read in conjunction with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements included in Item 8. “Financial Statements and Supplementary Data.”

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Quarterly Results of Operations

The following table represents certain unaudited consolidated statement of operations data for our eight most recent quarters ended January 31, 2003. In management’s opinion, this unaudited information has been prepared on the same basis as the audited annual financial statements and includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair representation of the unaudited information for the quarters presented. This information should be read in conjunction with our consolidated financial statements, including the notes thereto, included elsewhere in this Annual Report. The results of operations for any quarter are not necessarily indicative of results that may be expected for any future period. Prior quarters have been reclassified in order to conform to current quarter classifications.