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Tivo Corporation (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________________________________ FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37870 TiVo Corporation (Exact name of registrant as specified in its charter) Delaware 61-1793262 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2160 Gold Street , San Jose , California 95002 (Address of principal executive offices, including zip code) (408) 519-9100 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $0.001 per share TIVO The Nasdaq Stock Market LLC (Nasdaq Global Select Market) Series A Junior Participating Preferred Stock Purchase Rights N/A The Nasdaq Stock Market LLC (Nasdaq Global Select Market) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act. Yes ☐ No ☑ 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 ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act: Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ The aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant was approximately $911.6 million as of June 30, 2019, based on the closing price on the Nasdaq Global Select Market reported for such date. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose. The number of shares of the Registrant's Common Stock outstanding on February 12, 2020 was 127.5 million. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents TIVO CORPORATION AND SUBSIDIARIES TABLE OF CONTENTS PART I. ITEM 1. BUSINESS 2 ITEM 1A. RISK FACTORS 14 ITEM 1B. UNRESOLVED STAFF COMMENTS 41 ITEM 2. PROPERTIES 41 ITEM 3. LEGAL PROCEEDINGS 41 ITEM 4. MINE SAFETY DISCLOSURES 41 PART II. ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER 42 PURCHASES OF EQUITY SECURITIES ITEM 6. SELECTED FINANCIAL DATA 44 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 46 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 66 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 67 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 67 ITEM 9A. CONTROLS AND PROCEDURES 68 ITEM 9B. OTHER INFORMATION 71 PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 72 ITEM 11. EXECUTIVE COMPENSATION 78 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED 112 STOCKHOLDER MATTERS ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 115 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 116 PART IV. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 117 ITEM 16. FORM 10-K SUMMARY 120 SIGNATURES 121 1 Table of Contents Forward-Looking Statements This Annual Report on Form 10-K for TiVo Corporation (the “Company,” “we” or “us”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including the discussion contained in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations." We have based these forward-looking statements on our current expectations and projections about future events or future financial performance, which include implementing our business strategy, successfully integrating Rovi Corporation ("Rovi") and TiVo Inc. (renamed TiVo Solutions Inc. (“TiVo Solutions”) following our acquisition of TiVo Solutions on September 7, 2016) (the "TiVo Acquisition"), realizing planned synergies and cost-savings associated with the TiVo Acquisition, developing and introducing new technologies, obtaining, maintaining and expanding market acceptance of the technologies we offer, successfully renewing intellectual property licenses with the major North American pay TV service providers, competition in our markets and the impact of our previously announced combination with Xperi Corporation. In some cases, these forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “future,” “predict,” “potential,” “intend,” or “continue,” and similar expressions. These statements are based on the beliefs and assumptions of our management and on information currently available to our management. Our actual results, performance and achievements may differ materially from the results, performance and achievements expressed or implied in such forward-looking statements. For a discussion of some of the factors that might cause such a difference, see the "Risk Factors" contained in Part I, Item 1A. of this Annual Report on Form 10-K. Except as required by law, we specifically disclaim any obligation to update such forward-looking statements. PART I. ITEM 1. BUSINESS Overview TiVo Corporation ("TiVo") is a global leader in bringing entertainment together, making entertainment content easy to find, watch and enjoy. Consumers are drowning in entertainment choices with dozens of content providers launching their own video applications, new over-the-top ("OTT") providers expanding their offerings and subscription video-on-demand ("VOD") platforms proliferating. In this world of accelerating fragmentation, content providers, marketers and advertisers are challenged to reach their audiences. TiVo provides a broad set of cloud-based services, embedded software solutions and intellectual property that bring entertainment together for the watchers, creators and advertisers. TiVo products make it easy for consumers to discover what to watch. We don’t make consumers choose between traditional TV channels and digital content. Instead of forcing people to swipe from app to app, we serve up a personalized selection of shows from hundreds of live TV channels, tens of thousands of on demand movies and TV episodes and the latest digital content. For the creators and advertisers, TiVo's products deliver a passionate group of watchers to increase viewership and engagement across online video, TV and other entertainment viewing platforms. We have worked closely with pay TV operators globally to deploy sophisticated cloud-based services and software products. This entertainment platform uses machine learning to provide consumers with content recommendations across online video, television programming, movies and music entertainment in a unified discovery experience. It all starts with our entertainment metadata. We take basic information about TV shows, movies and thousands of digital entertainment episodes from around the world and then enhance that information with a knowledge graph that incorporates all of the extensive connections between actors, directors, genres, famous phrases and social media trends. We are also able to provide personalized recommendations for individuals that change based on the time of day, box in the house and more based on de-identified viewership data. TiVo is unique in that it can incorporate its rich, enhanced metadata with extensive viewing habits to provide its customers with recommendations across entertainment types. Worldwide, tens of millions of households use our personalized content discovery technology. While we offer our pay TV operator partners and consumers sophisticated guides and search functionality, many of our consumers prefer to use our conversation-based voice search capabilities. Because
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