<PAGE>

     As filed with the Securities and Exchange Commission on July 22, 1999
                                                        Registration No. 333-

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                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                 -----------

                                   FORM S-1
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                                 -----------

                                   TIVO INC.
            (Exact name of registrant as specified in its charter)

       Delaware                     4841                     77-0463167
    (State or other           (Primary Standard           (I.R.S. Employer
    jurisdiction of              Industrial            Identification Number)
   incorporation or          Classification Code
     organization)                 Number)

                           894 Ross Drive, Suite 100
                              Sunnyvale, CA 94089
                                (408) 747-5080
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                                 -----------

                                Michael Ramsay
                     President and Chief Executive Officer
                                   TiVo Inc.
                           894 Ross Drive, Suite 100
                              Sunnyvale, CA 94089
                                (408) 747-5080
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                 -----------

                                   Copies to
        Alan C. Mendelson, Esq.                Danielle Carbone, Esq.
          Cooley Godward LLP                     Shearman & Sterling
         Five Palo Alto Square                  599 Lexington Avenue
          3000 El Camino Real                  New York, NY 10022-6069
          Palo Alto, CA 94306                      (212) 848-4000
            (650) 843-5000

                                 -----------

  Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

                                 -----------

  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 145 under the Securities Act of
1933, check the following box. [_]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                                 -----------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------
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<CAPTION>
                                            Proposed Maximum
                                               Aggregate
  Title of Each Class of Securities to be       Offering         Amount of
                Registered                      Price(1)      Registration Fee
------------------------------------------------------------------------------
<S>                                         <C>              <C>
Common Stock, $.001 par value par share....   $80,000,000         $22,240
------------------------------------------------------------------------------
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee, in
    accordance with Rule 457(o) under the Securities Act of 1933.

                                 -----------

  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to such Section 8(a), may determine.


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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and we are not soliciting an offer to buy      +
+these securities in any state where the offer or sale is not permitted.       +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                   SUBJECT TO COMPLETION, DATED JULY 22, 1999

                                Shares

                                 [LOGO OF TIVO]

                                  Common Stock

                                   ---------

  Prior to this offering, there has been no public market for our common stock.
The initial public offering price is expected to be between $    and $    per
share. We have applied to list our common stock on The Nasdaq National Market
under the symbol "TIVO."

  The underwriters have an option to purchase a maximum of   additional shares
of our common stock to cover over-allotments of shares.

  Investing in our common stock involves risks. See "Risk Factors" starting on
page 6.

<TABLE>
<CAPTION>
                                                       Underwriting
                                              Price to Discounts and Proceeds to
                                               Public   Commissions   TiVo Inc.
                                              -------- ------------- -----------
<S>                                           <C>      <C>           <C>
Per Share....................................  $          $            $
Total........................................  $          $            $
</TABLE>

    Delivery of the shares of common stock will be made on or about       ,
1999.

    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

Credit Suisse First Boston

            Allen & Company Incorporated

                          BancBoston Robertson Stephens

                                                     Thomas Weisel Partners LLC

                  The date of this prospectus is       , 1999.
<PAGE>

                                 ------------

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                      Page
                                      ----
<S>                                   <C>
Prospectus Summary..................    3
Risk Factors........................    6
Use of Proceeds.....................   18
Dividend Policy.....................   18
Capitalization......................   19
Dilution............................   20
Selected Financial Data.............   21
Management's Discussion And Analysis
 Of Financial Condition And Results
 Of Operations......................   22
Business............................   29
Management..........................   44
</TABLE>
<TABLE>
<CAPTION>
                                    Page
                                    ----
<S>                                 <C>
Certain Relationships And Related
 Transactions......................  56
Principal Stockholders.............  59
Description of Capital Stock.......  61
Shares Eligible for Future Sale....  64
Underwriting.......................  66
Notice to Canadian Residents.......  68
Legal Matters......................  69
Experts............................  69
Where You Can Find More
 Information.......................  69
Index to Consolidated Financial
 Statements........................ F-1
</TABLE>

                                 ------------

  You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is
legal to sell these securities. The information in this document may only be
accurate on the date of this document.

  "TiVo," "Personal TV," "Life's too short for bad TV," "The way TV is meant
to be," "Primetime Anytime," "Viewergraphic," "Viewergraphic Profiling
System," "Extensible Timeshifting Architecture" and the TiVo, "Thumbs Up" and
"Thumbs Down" logos are trademarks of TiVo Inc. All other trademarks or
service marks appearing in this prospectus are trademarks or service marks of
the respective companies that use them.

                                 ------------

  Except as otherwise indicated, information in this prospectus is based on
the following assumptions:

  .  The conversion of all outstanding shares of preferred stock into shares
     of common stock upon the closing of this offering; and

  . No exercise of the underwriters' over-allotment option.

                                 ------------

                     Dealer Prospectus Delivery Obligation

  Until       , 1999 (25 days after the commencement of this offering), all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This
is in addition to the dealer's obligation to deliver a prospectus when acting
as an underwriter and with respect to unsold allotments or subscriptions.

                                       2
<PAGE>

                        [DESCRIPTION OF ARTWORK TO COME]




<PAGE>


                               PROSPECTUS SUMMARY

  This summary highlights information contained elsewhere in this prospectus.
You should read this entire prospectus carefully.

                                   TiVo Inc.

  TiVo is a pioneer in the personal television industry. We have created a
unique personal television service that allows viewers to watch what they want
when they want. The TiVo Service creates a richer and more enjoyable television
viewing experience by offering viewers greater control, choice, and
convenience. We believe that the TiVo Service also allows television
programmers and advertisers to reach a broader audience by making shows more
accessible and easier to record and to target their programming and advertising
to specific viewers. The TiVo Service is a subscription-based service enabled
by a personal video recorder that we have designed and developed. The TiVo
Service has many features that distinguish it from traditional television
viewing:

  . Locate and Record Multiple Shows Quickly and Easily. Viewers can easily
    locate and record a single show or schedule a customized lineup of
    several shows. With the Season Pass feature, the TiVo Service
    automatically records all episodes of viewers' favorite shows.

  . Control Live Television. Viewers can pause or rewind live television
    shows, fast forward to the live telecast, and execute any of TiVo's
    advanced viewing commands, including slow motion and frame-by-frame.
    Prior to the introduction of TiVo, the ability to control live television
    in this manner was not available.

  . Viewing Preferences and Suggested Programming.  Using the Thumbs Up and
    Thumbs Down buttons on the TiVo remote control, viewers can enter
    preferences for particular types of shows. Based on these preferences,
    the TiVo Service suggests programming that viewers are likely to enjoy.

  . Specialized Content. The TiVo Service allows television programmers to
    create Network Showcases, which are branded areas of the TiVo Service
    that feature selected programming, upcoming movies, special events or
    mini-series. The TiVo Service also includes TiVolution Magazine, which
    features theme-based collections of shows compiled by our editorial
    staff.

  . Menu Driven Navigation and Viewer Interface. TiVo Central, the main
    screen of the TiVo Service, allows viewers to access their customized
    lineup of shows, Network Showcases, TiVolution Magazine and other
    features. Viewers can quickly and easily browse through an on-air program
    guide that includes a schedule of up to two weeks of available television
    programming.

  The TiVo Service also serves as a new platform for television programmers,
advertisers, and network operators to deliver television programming,
advertising, and in-home commerce. Potential future services include:

  . Active Promotions. We anticipate that television programmers will be able
    to use the TiVo Service to allow viewers to easily record a variety of
    programming such as movies, sports events, television series and other
    products and services. For example, we are currently developing iPreview,
    a service that allows viewers to schedule and record featured programming
    using a "point and click" feature during previews.

  . Active Ads. We anticipate that advertisers will be able to use the TiVo
    Service to reach a broader base of consumers and offer commercials that
    better match viewers' interests. For example, during the same commercial
    time slot, an automobile advertiser may feature a sport utility vehicle
    in one household and a minivan in another, based on the viewers' stored
    preferences. We are currently developing iBuy, a service that allows
    viewers to get more information about and possibly purchase featured
    products or services using the TiVo remote control.

                                       3
<PAGE>


  We have strategic partnerships with a number of industry-leading companies
including DIRECTV, NBC, Philips and Quantum, who are also equity investors in
TiVo. We are working with our partners to establish personal television as a
major category of home entertainment, to create new specialized programming for
viewers and to market the TiVo Service and products that enable the TiVo
Service.

  We expect to commence our retail launch in the second half of 1999. Philips
will spearhead this launch by manufacturing and selling the personal video
recorder that enables the TiVo Service, allowing us to focus our resources on
promoting and enhancing the TiVo Service.

  In July 1999, we completed a private placement of $32.5 million of our
preferred stock. The following leading programmers, cable network operators and
other content providers participated in this private placement either directly
or through an affiliate:

  . Advance/Newhouse                   . Discovery Communications


  . CBS Corporation                    . Liberty Media


  . Comcast Interactive                . TV Guide Interactive


  . Cox Communications                 . The Walt Disney Company

  We were incorporated in Delaware in August 1997. Our headquarters are located
at 894 Ross Drive, Suite 100, Sunnyvale, California 94089. Our telephone number
is (408) 747-5080. The address of our web site is www.tivo.com. Information
contained on our web site should not be considered a part of this prospectus.

                                  The Offering

<TABLE>
 <C>                                         <S>
 Common stock offered.......................     shares
 Common stock to be outstanding after this
  offering..................................     shares
 Use of proceeds............................ We intend to use the estimated proceeds for
                                             working capital and general corporate
                                             purposes, including advertising and
                                             promotion of the TiVo Service and the TiVo
                                             brand, product development, expansion of
                                             our sales, marketing and service
                                             capabilities. We may also use a portion of
                                             the proceeds for acquisitions of products
                                             and technologies or for strategic
                                             alliances. See "Use of Proceeds."
 Proposed Nasdaq National Market symbol..... TIVO
</TABLE>

  The number of shares of common stock to be outstanding after the offering is
estimated based on the number of shares outstanding on July 21, 1999. It
excludes 3,721,800 shares subject to outstanding options or reserved for future
grants or purchases pursuant to our employee stock option and purchase plans.
See "Management--Stock Plans."

                                       4
<PAGE>


                         Summary Financial Information

                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                            Period From                                  Period From
                          August 4, 1997             Six Months Ended   August 4, 1997
                            (Inception)   Year Ended     June 30,        (Inception)
                          to December 31,  December  -----------------   to June 30,
                               1997          1998     1998      1999         1999
                          --------------- ---------- -------  --------  --------------
<S>                       <C>             <C>        <C>      <C>       <C>
Statement of Operations
 Data:
Subscription revenues...      $  --        $   --    $   --   $      8     $      8
Cost of services........         --            --        --     (1,170)      (1,170)
Operating expenses......        (625)       (9,837)   (3,068)  (10,376)     (20,838)
Other operating income..         --            --        --        895          895
Other operating
 expenses...............         --            --        --     (1,084)      (1,084)
Net loss................      $ (595)      $(9,721)  $(3,046) $(11,628)    $(21,944)

Net loss per share:
Basic and diluted.......      $(0.20)      $ (2.21)  $ (0.79) $  (1.75)    $  (4.74)
Weighted average
 shares.................       2,917         4,406     3,839     6,633        4,630

Pro forma net loss per
 share (unaudited)(1):
Basic and diluted.......                   $ (0.80)           $  (0.56)
Weighted average
 shares.................                    12,135              20,745
</TABLE>
----------------------
(1) Pro forma net loss per share is calculated as if the convertible preferred
    stock outstanding as of June 30, 1999 was converted into shares of common
    stock on the date of its issuance on a one-for-one basis and as if all
    warrants outstanding as of June 30, 1999 had been exercised and converted
    into shares of common stock on the date of issuance on a one-for-one basis.

<TABLE>
<CAPTION>
                                                         June 30, 1999
                                                 -----------------------------
                                                                    Pro Forma
                                                 Actual  Pro Forma As Adjusted
                                                 ------- --------- -----------
<S>                                              <C>     <C>       <C>
Balance Sheet Data:
Cash and cash equivalents....................... $11,967  $46,797
Working capital.................................  18,221   53,051
Total assets....................................  23,804   58,634
Long-term portion of obligations under capital
 lease..........................................     558      558
Total stockholders' equity......................  19,105   53,935
</TABLE>

  The table above summarizes our balance sheet data as of June 30, 1999:

  . on an actual basis;

  . on a pro forma basis to reflect (i) the automatic conversion of all
    shares of preferred stock outstanding on June 30, 1999 into shares of
    common stock on a one-for-one basis, (ii) the exercise and conversion of
    all warrants outstanding as of June 30, 1999 into shares of common stock,
    (iii) the issuance of 3,121,994 shares of Series I preferred stock at
    $10.41 per share in July 1999 and conversion into shares of common stock
    on a one-for-one basis; and (iv) the issuance of a Series I preferred
    stock warrant with an exercise price of $10.41 per share in July 1999 and
    its exercise and conversion into 192,123 shares of common stock.

  . on a pro forma as adjusted basis to reflect the sale of   shares of
    common stock offered by this prospectus assuming an initial public
    offering price of $  per share after deducting estimated underwriting
    discounts and commissions and estimated offering expenses.

                                       5
<PAGE>

                                 RISK FACTORS

  An investment in our common stock is very risky. You should carefully
consider the risks and uncertainties described below and the other information
in this prospectus before purchasing our common stock. Additional risks and
uncertainties not presently known to us or that we currently believe are
immaterial also may impair our business operations. If any of the following
risks occur, our business, operating results and financial condition could be
seriously harmed. As a result, we may fail to meet the expectations of the
public market in any given period, and the market price of our common stock
could decline.

Risks Related To Our Business

 We have recognized very limited revenue, have incurred significant net losses
and may never achieve profitability.

  We have recognized limited revenues, have incurred significant losses and
have had substantial negative cash flow. From our inception in August 1997 to
June 30, 1999, we had $8,000 of subscription revenues and $895,000 of proceeds
resulting from the sale of personal video recorders that enable the TiVo
Service. As of June 30, 1999, we had an accumulated deficit of $21.9 million.
We expect to incur significant operating expenses over the next several years
in connection with the continued development and expansion of our business. As
a result, we expect to continue to lose money for the foreseeable future. The
size of these net losses will depend in part on the growth in our subscriber
base and on our expenses. With increased expenses, we will need to generate
significant additional revenues to achieve profitability. Consequently, it is
possible that we may never achieve profitability, and even if we do, we may
not sustain or increase profitability on a quarterly or annual basis in the
future.

 We have a limited operating history which may make it difficult for us or
investors to evaluate trends and other factors that affect our business.

  We were incorporated in August 1997 and have been obtaining subscribers and
selling personal video recorders only since March 31, 1999. Prior to that
time, our operations consisted primarily of research and development efforts.
As of June 30, 1999, we had sold only a limited number of personal video
recorders and obtained a limited number of subscribers to the TiVo Service.
Sales and subscriptions to date have been generated through limited marketing
campaigns, word-of-mouth and our web site. As a result of our limited
operating history, our historical financial and operating information is of
limited value in evaluating our future operating results. For example, it may
be difficult to accurately predict our future revenues, costs of revenues,
expenses or results of operations. Personal television is a new product
category for consumers and it may be difficult to predict the future growth
rate, if any, or size of the market for our products and services. We may be
unable to accurately forecast customer behavior and recognize or respond to
emerging trends, changing preferences or competitive factors facing us in the
emerging market for personal television products and services. As a result, we
may be unable to make accurate financial forecasts and adjust our spending in
a timely manner to compensate for any unexpected revenue shortfall. This
inability could cause our net losses in a given quarter to be greater than
expected and could have a material adverse effect on our business, results of
operations and prospects. Any evaluation of our business and prospects must be
made in light of the risks and difficulties encountered by companies offering
products or services in new and rapidly evolving markets.

 Our ability to achieve market acceptance of the TiVo Service and products
that enable the TiVo Service depends on a successful retail launch.

  Our success is dependent upon a successful retail launch of the TiVo Service
and related personal video recorders, which is scheduled to begin in the
second half of 1999 and continue through the 1999 holiday season. During this
time, we will rely principally on Philips to manufacture, market, sell and
support the personal video recorder that enables the TiVo Service. We also
will rely on the efforts of DIRECTV to market, sell and support the TiVo
Service to DIRECTV subscribers. The launch requires, among other things, that
we:

  . undertake an extensive marketing campaign to educate consumers on the
    benefits of the TiVo Service and related personal video recorder;

                                       6
<PAGE>

  . establish and promote the TiVo brand;

  . commit a substantial amount of human and financial resources to achieve
     retail distribution;

  . adequately train sales and support personnel in the retail channel;

  . rely on consumer electronics and other manufacturers to make sufficient
    quantities of personal video recorders to satisfy consumer demand; and

  . coordinate our own sales, marketing and support activities with those of
    Philips, DIRECTV and other strategic partners.

  We or our strategic partners may fail to achieve any or all of these
objectives. In addition, the launch may be delayed and we may miss the holiday
buying season, the TiVo Service and related personal video recorder may be
perceived as too expensive or complex and our marketing campaign may prove
ineffective in attracting subscribers. Our partners may be unable or unwilling
to commit sufficient resources to manufacture, market, sell or support
personal video recorders that enable the TiVo Service for a successful 1999
retail launch.

  We may encounter other difficulties in the course of the retail launch, such
as:

  . manufacturing or design defects;

  . software errors;

  . shipping and billing errors; and

  . interruptions in the TiVo Service.

  Competitive offerings or changing preferences may cause consumers to delay
or decline the purchase of the TiVo Service and related personal video
recorder. All of these events would reduce consumer demand and market
acceptance, diminish our brand and impair our ability to attract subscribers
to the TiVo Service.

 We depend on a limited number of third parties to manufacture, distribute and
supply critical components and services for the personal video recorders that
enable the TiVo Service.

  The TiVo Service is enabled through the use of a personal video recorder
made available by a limited number of third parties. In addition, we rely on
sole suppliers for a number of key components for the personal video
recorders. The time and resources that these third parties devote to our
business is not within our control. We cannot be sure that these parties will
perform their obligations as expected or that any revenue, cost savings or
other benefits will be derived from the efforts of these parties. If any of
these parties breaches or terminates its agreement with us or otherwise fails
to perform their obligations in a timely manner, the commercialization of our
products and services may be delayed or cancelled. Our relationships with
these parties are non-exclusive, and they may also support products and
services that compete directly with us, or offer similar or greater support to
our competitors. If any of these events were to occur, we may be required to
undertake unforeseen additional responsibilities or devote additional
resources to commercialize our products and services. This outcome would harm
our ability to compete effectively and quickly achieve market acceptance and
brand recognition.

  In addition, we face the following risks in relying on these third parties:

  Manufacturing Risks. To date we have manufactured the personal video
recorders that enable the TiVo Service through a third-party contract
manufacturer. We have entered into an agreement with Philips to manufacture
and distribute the personal video recorders that enable the TiVo Service, and
have begun transitioning manufacture of the personal video recorder from the
third-party contract manufacturer to Philips. Although we anticipate that
Philips will assume manufacturing responsibility in the second half of 1999,
we have no minimum volume commitments from Philips or any other manufacturer.
The transition to using Philips as sole manufacturer, and their ability to
reach sufficient production volume of the personal video recorder to satisfy
anticipated demand, is subject to delays and unforeseen problems such as
defects, shortages of critical

                                       7
<PAGE>

components and cost overruns. Moreover, substantial lead times are required to
manufacture anticipated quantities of the personal video recorders that enable
the TiVo Service. Philips may have very little time to remedy unforeseen
delays or problems that may arise. Such delays and other problems could impair
our retail launch and brand image and make it difficult for us to attract
subscribers. In addition, the loss of Philips would require us to identify and
contract with alternative sources of manufacturing, which we may be unable to
do and which could prove time-consuming and expensive. Although we expect to
contract with additional consumer electronics companies for the manufacture of
personal video recorders in the future, we may be unable to establish
additional relationships on acceptable terms.

  Marketing and Distribution Risks. As part of our retail launch, the personal
video recorder that enables the TiVo Service will be distributed by Philips.
We will rely on Philips' sales force, marketing budget and brand image in the
promotion and support of the personal video recorder and the TiVo Service.
After the retail launch we expect to continue to rely on Philips and other
strategic partners to promote and support the personal video recorder and
other devices that enable the TiVo Service. The loss of one or more of these
partners would require us to undertake more of these activities on our own. As
a result, we would need to spend significant resources to support personal
video recorders and other devices that enable the TiVo Service. We also expect
to rely on DIRECTV and other partners to provide marketing support for the
TiVo Service. If one or more of these partners fails to provide anticipated
marketing support, we will be required to divert more of our limited resources
to marketing the TiVo Service. If we are unable to provide adequate marketing
support for the personal video recorder and the TiVo Service, our ability to
attract subscribers to the TiVo Service will be limited.

  Suppliers of Key Components and Services. We currently rely on sole
suppliers for a number of the key components and services used in the personal
video recorders and the TiVo Service. For example:

  .  Quantum is the sole supplier of the hard disk drives;

  .  NEC is the sole supplier of the application specific integrated circuit,
     a semiconductor device;

  .  Sony is the sole supplier of the MPEG2 encoder semiconductor device; and

  .  Tribune Media Services is the sole supplier of program guide data.

  We cannot be sure that alternative sources for these and other key
components and services used in the personal video recorders and the TiVo
Service will be available when needed or, if available, that these components
and services will be available on favorable terms. If our agreements with
Quantum, NEC, Sony or Tribune Media Services were to terminate or expire, or
if we were unable to obtain sufficient quantities of these components or
required program guide data, our search for alternate suppliers could result
in significant delays, added expense or disruption in product availability.

 Our ability to generate revenues from subscription fees is unproven and may
fail, and we have entered into agreements to share a portion of these revenues
with some of our strategic partners.

  We expect to generate a substantial portion of our revenues from
subscription fees for the TiVo Service. Many of our potential customers
already pay monthly fees for cable or satellite television services. In order
to attract subscribers, we must convince these consumers to pay an additional
subscription fee to receive the TiVo Service. Our ability to do so effectively
could be harmed by current and future competitors in the personal television
market that offer comparable services without charging a subscription fee.
Moreover, we have agreed to share a substantial portion of these subscription
fees with some of our strategic partners in exchange for manufacturing,
distribution and marketing support and discounts on key components for
personal video recorders. If we were required to reduce our subscription fee,
we would remain obligated to pay certain of our partners a fixed portion of
our subscription fees. Our decision to share subscription revenues is based on
our expectation that our partnerships will help us obtain subscribers, broaden
market acceptance of personal television and increase our future revenues. If
these expectations are not met, or if we are forced to reduce our subscription
fees in response to competitive factors, our business will be seriously
harmed.


                                       8
<PAGE>

 Our business is expanding rapidly and our failure to manage growth could harm
our business and operating results.

  Since we began our business in August 1997, we have significantly expanded
our operations. We anticipate continued expansion in our headcount, facilities
and infrastructure to support potential growth in our subscriber base and to
allow us to pursue market opportunities. This expansion has placed, and will
continue to place, a significant strain on our management, operational and
financial resources and systems. Specific risks we face as our business
expands include:

  Attracting and retaining qualified personnel. Our success will depend on our
ability to attract, retain and motivate managerial, technical, marketing and
customer support personnel. Competition for such employees is intense,
especially for engineers in the San Francisco Bay Area, and we may be unable
to successfully attract, integrate or retain sufficiently qualified personnel.
If we are unable to hire, train, retain and manage required personnel, we may
be unable to successfully implement our business strategy.

  Maintaining system scalability. Many of the systems we use to run the TiVo
Service and perform other processing functions were developed internally, and
their ability to scale as we rapidly add new subscribers is unproven. We must
continually improve these systems in order to accommodate subscriber growth
and add features and functionality to the TiVo Service. The inability to add
additional software and hardware or to upgrade our technology, systems or
network infrastructure could have adverse consequences on our business or
cause service interruptions or delays in introducing new services.

  Providing customer support. Our ability to increase sales, retain current
and future subscribers and strengthen our brand will depend in part upon the
quality of our customer support operations. Some customers may require
significant support when installing the personal video recorder and becoming
acquainted with the features and functionality of the TiVo Service. We have
limited experience with widespread deployment of our products and services to
a diverse customer base, and we may not have adequate personnel to provide the
levels of support that our customers may require. In addition, we expect to
rely on third parties for a substantial portion of our customer support
functions. To date, we have not yet entered into agreements with any third
parties to provide this support. Failure by us or these third parties to
provide adequate customer support for the TiVo Service and personal video
recorder could damage our reputation in the personal television and consumer
electronics marketplace and strain the relationships we may have with our
customers and strategic partners. This could prevent us from gaining new or
retaining existing subscribers and could cause harm to our reputation and
brand.

  Improving operational systems. To manage the expected growth of our
operations and personnel, we will need to improve our operational and
financial systems, procedures and controls. Our current and planned systems,
procedures and controls may not be adequate to support our future operations
and expected growth. For example, we expect to replace our accounting and
billing system within the next year. Delays or problems associated with any
improvement or expansion of our operational systems and controls may have a
material adverse effect on our business.

 The success of our business model depends on our ability to create multiple
revenue streams.

  Although our initial success will depend on building a significant customer
base and generating subscription fees from the TiVo Service, our long-term
success will depend on securing additional revenue streams such as:

  . advertising;

  . revenues from networks; and

  . electronic commerce or couch commerce.

  In order to derive substantial revenues from these activities, we will need
to attract and retain a large and growing base of subscribers to the TiVo
Service. We will also need to work closely with television advertisers, cable
and satellite network operators, electronic commerce companies and consumer
electronics manufacturers

                                       9
<PAGE>

and service providers to develop products and services in these areas. We may
not be able to effectively work with these parties to develop products that
result in sufficient revenues to us to justify their costs. In addition, we
are currently obligated to share a portion of these revenues with one of our
strategic partners. If we are unable to attract and retain a large and growing
group of subscribers and strategic partners, our ability to develop new
revenue streams will be seriously harmed.

Risks Related To Establishing A Market For The TiVo Service

 It will take a substantial amount of time and resources to achieve broad
market acceptance of the TiVo Service and products that enable the TiVo
Service.

  Personal television products and services represent a new, untested consumer
electronics category. The TiVo Service is in an early stage of development and
many consumers are not aware of its benefits. As a result, demand for and
market acceptance of the TiVo Service and products that enable the TiVo
Service is highly uncertain and subject to significant risk. Retailers,
consumers and potential partners may perceive little or no benefit from
personal television products and services. Likewise, consumers may not value,
or be unwilling to pay for, the TiVo Service and products that enable the TiVo
Service. To develop this market and obtain subscribers to the TiVo Service, we
will be required to devote a substantial amount of time and resources to
educating consumers and promoting our products. Our efforts to obtain
subscribers, encourage the development of new devices that enable the TiVo
Service and offer new content and services may fail. There is no way for us to
be sure that a broad base of consumers will ultimately subscribe to the TiVo
Service or purchase the products that enable the TiVo Service.

 We face intense competition from a number of sources, which may impair our
revenues and ability to generate subscribers.

  The personal television market is new and rapidly evolving and we expect
competition from a number of sources, including:

  Internet-related companies and companies offering similar products and
services.  We are likely to face intense direct competition from companies
such as WebTV Networks Inc., America Online, Inc., Replay Networks, Inc. and
X-TV. These companies offer, or have announced their intention to offer,
products with one or more of the TiVo Service's functions or features and, in
some instances, combine these features with Internet browsing or traditional
broadcast, cable or satellite television programming. Many of these companies
have greater brand recognition and market presence and access to substantially
greater financial, marketing and distribution resources than we do. For
example, WebTV is controlled by, and has the financial backing of, Microsoft
Corporation. Some of these companies also have established relationships with
third party consumer electronic manufacturers, network operators and
programmers, which could make it difficult for us to establish relationships
and enter into agreements with these third parties. Some of these competitors
also have relationships with our strategic partners. For example, DIRECTV
recently formed an alliance with America Online. Faced with this competition,
we may be unable to expand our market share and attract an increasing number
of subscribers to the TiVo Service.

  Established competitors in the consumer electronics market. We compete with
consumer electronic products in the television and home entertainment
industry. The television and home entertainment industry is characterized by
rapid technological innovation, a small number of dominant manufacturers and
intense price competition. As a new product category, personal television
enters a market that is crowded with several established products and
services. The competition for consumer spending in the television and home
entertainment market is intense, and our products and services will compete
with:

  . VCRs;

  . DVD players;

  . digital and traditional cable television systems;


                                      10
<PAGE>

  . satellite television systems;

  . video on demand services; and

  . laser disc players.

  Most of these technologies or devices have established markets, a broad
subscriber base and proven consumer acceptance. In addition, many of the
manufacturers and distributors of these competing devices have substantially
greater brand recognition, market presence, distribution channels, advertising
and marketing budgets and promotional and other strategic partners. Faced with
this competition, we may be unable to effectively differentiate the personal
video recorder or the TiVo Service from these devices.

  Our initial success will depend not only on consumers making a minimum
investment of $499 for a personal video recorder, but also committing up to
$9.95 per month to subscribe to the TiVo Service. Today's home electronics
market offers consumers an overwhelming number of options to enhance their
television and home entertainment experience. Products introduced in just the
last several years include enhanced VCRs and program guides, DVDs and flat
screen televisions. Each of these products requires a significant financial
investment for the average consumer. Consumers who have purchased any of these
competing products may be reluctant to purchase personal television systems
and services, which would have an adverse effect on our business.

  To build market share and attract subscribers, we must effectively compete
with the products described above. Additionally, new technologies may increase
the competitive pressures we face by enabling our competitors to offer
products or services with new features or at a lower cost. In order to respond
to changes in the competitive environment, we may, from time to time, make
pricing, service or marketing decisions or acquisitions that could harm our
operating results for any given period.

  Personal television, in general, and TiVo, specifically, also must compete
with traditional advertising media such as print, radio and television for a
share of advertisers' total advertising budgets. To the extent that personal
television is not perceived as an effective advertising medium, advertisers
may be reluctant to devote a significant portion of their advertising budget
to promotions on TiVo's Service.

 Our inability to introduce new products or services could prevent us from
increasing subscriber growth and revenues.

  To attract and retain subscribers and generate revenues, we must continue to
add functionality and content and introduce products and services which embody
new technologies and, in some instances, new industry standards. This
challenge will require hardware and software improvements, as well as new
collaborations with programmers, advertisers, network operators, hardware
manufacturers and other strategic partners. These activities require
significant time and resources and may require us to develop and promote new
ways of generating revenue with established companies in the television
industry. These companies include television advertisers, cable and satellite
network operators, electronic commerce companies and consumer electronics
manufacturers and service providers. In each of these examples, a small number
of large companies dominate a major portion of the market and may be reluctant
to work with us to develop new products and services for personal television.
If we are unable to further develop and improve the TiVo Service or expand our
operations in a cost-effective or timely manner, our ability to attract and
retain subscribers and generate revenue will suffer.

 We must successfully establish and maintain brand identity to achieve
widespread acceptance of our products.

  We believe that establishing and strengthening the TiVo brand is critical to
achieving widespread acceptance of our products and services and to
establishing key strategic partnerships. The importance of brand recognition
will increase as current and potential competitors enter the personal
television market with competing products and services. Promoting and
positioning our brand will depend largely on the success of our marketing
efforts and our ability to provide high quality services and customer support.
These activities are expensive and

                                      11
<PAGE>

we may not generate a corresponding increase in subscribers or revenues to
justify these costs. If we fail to establish and maintain our brand, or if our
brand value is damaged or diluted, our business could be harmed.

Risks Related To Our Service And Technology

 Product defects, system failures or interruptions to the TiVo Service may
have a negative impact on our revenues, damage our reputation and decrease our
ability to attract new subscribers.

  Our ability to provide uninterrupted service and high quality customer
support will depend on the efficient and uninterrupted operation of our
computer and communications systems. Our computer hardware and other operating
systems for the TiVo Service are vulnerable to damage or interruption from
earthquakes, floods, fires, power loss, telecommunication failures and similar
events. They are also subject to break-ins, sabotage, intentional acts of
vandalism and similar misconduct. Despite any precautions we may take, the
occurrence of a natural disaster or other unanticipated problems could result
in interruptions in the TiVo Service. Such interruptions may reduce our
revenues and profits. Our business will also be harmed if consumers believe
our service is unreliable. In addition to placing increased burdens on our
engineering staff, service outages will create a flood of customer questions
and complaints that must be responded to by our customer support personnel. If
we experience frequent or persistent system failures, our reputation and brand
could be irreparably damaged.

  We have detected and may continue to detect errors and product defects.
These problems can affect system uptime, result in significant warranty and
repair costs and cause customer relations problems. Correcting errors in our
software requires significant time and resources, which could delay product
releases and affect market acceptance of the TiVo Service. If we deliver
products or upgrades with undetected material product defects or software
errors, our credibility and market acceptance and sales of our products may be
harmed. To date, product defects have not had a material negative effect on
our results of operations. However, future material product defects may have
significant consequences on our ability to compete effectively and may
seriously harm our business. In addition, we rely on third parties to provide
some of the services and technology used in the TiVo Service. For example, we
rely on Tribune Media Services to provide the program guide data used in the
TiVo Service. We have little control over the quality of these services and
technology, and any errors or defects in these services or technology will
adversely affect consumer perception of the TiVo Service and harm our
reputation and brand.

 Our success depends on our ability to secure and protect patents, trademarks
and other proprietary rights.

  Our success and ability to compete are substantially dependent upon our
internally developed technology. We rely on patent, trademark and copyright
law, trade secret protection and confidentiality or license agreements with
our employees, customers, partners and others to protect our proprietary
rights. However, the steps we take to protect our proprietary rights may be
inadequate. We have filed patent applications and provisional patent
applications covering substantially all of the technology used to deliver the
TiVo Service and its features and functionality. To date, none of these
patents has been granted, and there can be no assurance that any patents will
ever be granted, that any issued patents will protect our intellectual
property or that any issued patents will not be challenged by third parties.
In addition, other parties may independently develop similar or competing
technologies designed around any patents that may be issued to us. Our failure
to protect our proprietary rights could have a material adverse effect on our
business.

 Intellectual property claims against us can be costly and could result in the
loss of significant rights.

  While there is currently no intellectual property litigation pending against
us, there can be no assurance that legal actions will not be taken against us
in the future. The emerging enhanced-television industry is highly litigious,
particularly in the area of on-screen program guides. Additionally, many
patents covering interactive television technologies have been granted but
have not been commercialized. For example, we are aware of at least seven
patents for pausing live television. A number of companies in the enhanced-
television industry earn

                                      12
<PAGE>

substantial profits from technology licensing, and the introduction of new
technologies such as ours is likely to provoke lawsuits.

  A successful claim of patent infringement against us and our inability to
obtain a license from the patent holder on acceptable terms, or to design
around an asserted patent, could materially harm our business. Any claims,
with or without merit, could:

  . be time-consuming to defend;

  . result in costly litigation;

  . divert management's attention and resources;

  . cause product shipment delays; or

  . require us to pay significant royalties or licensing fees.

 Laws or regulations that govern the television industry and the delivery of
programming could expose us to legal action if we fail to comply or could
require us to change our business.

  Personal television and the delivery of television programming through the
TiVo Service and a personal video recorder represents a new category in the
television and home entertainment industries. As such, it is difficult to
predict what laws or regulations will govern our business. Changes in the
regulatory climate or the enforcement or interpretation of existing laws could
expose us to additional costs and expenses and could require changes to our
business. For example, copyright laws could be applied to restrict the capture
of television programming, which would adversely affect our business. The
application of existing laws and regulations to the personal television market
is unknown. Therefore, it is difficult to anticipate the impact of current or
future laws and regulations on our business.

  The Federal Communications Commission has broad jurisdiction over the
telecommunications and cable industries. The majority of FCC regulations,
while not directly affecting TiVo, do affect many of our strategic partners,
upon which we will significantly rely for the marketing and distribution of
the personal video recorder and the TiVo Service. As such, the indirect effect
of these regulations may adversely affect our business. In addition, the FCC
could promulgate new regulations, or interpret existing regulations in a
manner that would directly affect our business.

 If we are unable to safeguard the security and privacy of our subscribers'
confidential data, our business may be harmed.

  The personal video recorder collects and stores viewer preference and other
data that many of our subscribers consider confidential. Although this data is
protected with encryption and other security measures, any compromise or
breach of this security could harm our reputation and expose us to potential
liability. Advances in computer capabilities, new discoveries in the field of
cryptography, or other events or developments could result in a compromise or
breach of the systems we use to protect our subscribers' confidential
information. We may be required to make significant expenditures to protect
against security breaches or to remedy problems caused by any breaches.

 Uncertainty in the marketplace regarding the use of data from subscribers
could reduce demand for the TiVo Service and result in increased expenses.

  Consumers may be concerned about the use of personal information gathered by
the TiVo Service and personal video recorder. Our current policy is not to
access this data or release it to third parties, however, privacy concerns
could create uncertainty in the marketplace for personal television and our
products and services. Changes in our privacy policy could also reduce demand
for the TiVo Service, increase the cost of doing business as a result of
litigation costs or increased service delivery costs, or otherwise harm our
reputation and business.


                                      13
<PAGE>

 We would lose revenues and incur significant costs if our systems or those of
our key partners or suppliers are not year 2000 compliant.

  Many computer programs have been written using two digits rather than four
to define the applicable year. This poses a problem at the end of the century
because these computer programs would not properly recognize the year. This
could result in major system failures or miscalculations that would disrupt
our business. We expect to complete our year 2000 assessment by September 1,
1999 and complete any remediation by November 1, 1999. Our assessment may
identify material non-compliance issues with the TiVo Service or the personal
video recorder, our informational technology systems or the systems of our
partners or suppliers. We may not be able to successfully resolve these
issues, or it may be costly to do so. In addition, we cannot assure you that
governmental agencies, utility companies, third-party service providers and
others outside of our control will be year 2000 compliant. The failure by such
entities to be year 2000 compliant could result in a systemic failure beyond
our control, such as a prolonged telecommunications or electrical failure,
which could prevent us from delivering upgrades and regular downloads to the
personal video recorders that enable the TiVo Service or otherwise impact the
functionality of the personal video recorder. Any of these occurrences would
have a material adverse effect on our business.

  For a preliminary evaluation of the potential impact of these year 2000
issues on us, please see "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Year 2000 Issue."

Financial Risks

 In the future, our revenues and operating results may fluctuate
significantly.

  We expect our revenues and operating results to fluctuate significantly due
to a number of factors, many of which are outside of our control. Therefore,
you should not rely on period-to-period comparisons of results of operations
as an indication of our future performance. It is possible that in some future
periods our operating results may fall below the expectations of market
analysts and investors. In this event, the market price of our common stock
would likely fall.

  Factors that may affect our quarterly operating results include:

  . demand for personal video recorders 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 partners;

  . entering into new or terminating existing strategic partnerships;

  . changes in the subsidy payments we make to certain strategic partners;

  . changes in our pricing policies, the pricing policies of our competitors
    and general pricing trends in the consumer electronics market;

  . loss of subscribers to the TiVo Service; and

  . general economic conditions.

  Because our expenses precede associated revenues, unanticipated shortfalls
in revenue could adversely effect our results of operations for any given
period.

 Seasonal trends may adversely affect our operating results.

  Consumer electronic product sales have traditionally been much higher during
the holiday shopping season than during other times of the year. Although
predicting consumer demand for our products will be very difficult, we believe
that sales of personal video recorders and new subscriptions to the TiVo
Service will be disproportionately high during the holiday shopping season
when compared to other times of the year. If we are unable to accurately
forecast and respond to consumer demand for our products, our business will
suffer.

                                      14
<PAGE>

  We expect that a portion of our future revenues will come from targeted
commercials and other forms of television advertising enabled by the TiVo
Service. Expenditures by advertisers tend to be seasonal and cyclical,
reflecting overall economic conditions as well as budgeting and buying
patterns. A decline in the economic prospects of advertisers or the economy
generally, which could alter current or prospective advertisers' spending
priorities or increase the time it takes to close a sale with our advertisers,
could cause our revenues from advertisements to decline significantly in any
given period.

 We may be unable to raise additional capital in the future to support our
growth.

  We expect that our existing capital resources, combined with the net
proceeds of this offering, will be sufficient to meet our cash requirements
through at least the next 12 months. However, as we continue to grow our
business, we may need to raise additional capital which may not be available
on acceptable terms. If we cannot raise necessary additional capital on
acceptable terms, we may not be able to develop or enhance our products and
services, take advantage of future opportunities or respond to competitive
pressures or unanticipated requirements, any of which could have a material
adverse effect on our business.

  If additional capital is raised through the issuance of equity securities,
the percentage ownership of our existing stockholders will be reduced,
stockholders may experience dilution in net book value per share, or these
equity securities may have rights, preferences or privileges senior to those
of the holders of our common stock. Any debt financing, if available, may
involve covenants limiting, or restricting our operations or future
opportunities.

 We have agreed to subsidize the cost of manufacturing personal video
recorders, which may adversely affect our operating results.

  We anticipate that Philips will assume manufacturing responsibility for the
personal video recorders in the second half of 1999. We have agreed to pay
Philips a per unit subsidy for each personal video recorder that they
manufacture and sell. A portion of the subsidy amount is paid when the
personal video recorder is shipped. The remaining portion is due when the
subscriber activates the TiVo Service. The amount of the payments can vary
depending upon Philips' manufacturing costs and selling prices. In addition,
in the event Philips is unable to manufacture the personal video recorders at
the costs currently estimated or if selling prices are less than anticipated,
we will owe additional amounts to Philips, which could adversely affect our
operating results. We are obligated to pay a portion of the subsidy when the
personal video recorder is shipped, and we will not receive any revenues
related to the unit until the unit is sold and the purchaser activates the
TiVo Service. We may make additional subsidy payments in the future to
consumer electronic and other manufacturers in an effort to maintain a
commercially viable retail price for the personal video recorders and other
devices that enable the TiVo Service.

 We currently offer lifetime subscriptions to the TiVo Service that commit us
to providing services for an indefinite period.

  We currently offer subscriptions that commit us to provide service for as
long as the personal video recorder purchased is used by the original
subscriber. The lifetime subscription fee for the TiVo Service is received in
advance and amortized as revenue over four years, which is our estimate of the
service life of the personal video recorder. If these lifetime subscribers use
the personal video recorder for longer than anticipated, we will be obligated
to incur costs without a corresponding revenue stream. In addition, the cash
proceeds from the sale of the lifetime subscriptions are received in advance.
Amounts received from lifetime subscriptions may be spent prior to the end of
the lifetime commitment period, requiring funding of ongoing costs from other
sources.

Risks Related To Key Employees

 If we lose key management personnel, we may not be able to successfully
operate our business.

  Our future performance will be substantially dependent on the continued
services of our senior management and other key personnel. The loss of any
members of our executive management team and the inability to hire additional
executive management could harm our business and results of operations. In
addition, we do not have employment agreements with, or key man insurance
policies for, any of our key personnel.

                                      15
<PAGE>

 We have recently hired several senior executive officers.

  Several members of our executive management team were hired in 1999,
including our Chief Financial Officer and Vice President of Finance, our Vice
President of Business Development, our Vice President of Human Resources, our
Vice President of Sales, our Vice President of Marketing and our Chief
Information Officer. These individuals do not have significant experience
working with the other members of our management team, and therefore may
require time to adequately familiarize themselves with the nature of our
business and operations. We cannot assure you that these individuals will be
able to successfully work together or manage any growth we may experience. The
process of integrating these individuals into our management team may detract
from the operation of our business.

Risks Related To This Offering

 Purchasers of our common stock in this offering will suffer immediate and
substantial dilution.

  The initial public offering price per share will significantly exceed the
net tangible book value per share. As a result, you will experience immediate
dilution of $  in the pro forma adjusted net tangible book value per share of
common stock at an assumed public offering price of $  per share. This
dilution is in large part because our earlier investors paid substantially
less than the initial public offering price when they purchased their shares.
You will also experience additional dilution upon exercise of outstanding
options and warrants.

 Management has broad discretion on how to use the proceeds from this
offering.

  We expect to use a substantial portion of the net proceeds we receive in
connection with this offering for advertising and promotion of the TiVo
Service and the TiVo brand, development of new products and services, and
other working capital and general corporate purposes. However, we have not
determined the amounts we plan to spend in any of these areas or the timing of
these expenditures. Consequently, management will have broad discretion with
respect to the use of the net proceeds from this offering. Because of the
number and variability of factors that determine our use of proceeds from this
offering, we cannot assure you that the uses will not vary from our current
intentions.

 Our certificate of incorporation, bylaws and Delaware law contain provisions
that could discourage a third party from acquiring us and consequently
decrease the market value of your investment.

  Some provisions of our certificate of incorporation and bylaws and of
Delaware law could have the effect of delaying or preventing a change of
control or changes in our management that a stockholder might consider
favorable. If a change of control or change in management is delayed or
prevented, the market price of our common stock could decline. For more
information about particular anti-takeover provisions, see "Description of
Capital Stock."

 We expect to experience volatility in our stock price that could adversely
affect your investment.

  Prior to this offering, there has been no public market for our common
stock. The initial public offering price will be determined by negotiations
between the representatives of the underwriters and us and may not be
indicative of the market price for the common stock that may develop after
this offering. We do not know the extent to which investor interest will lead
to the development of an active public market. Investors may not be able to
resell our common stock at or above the initial public offering price. In
addition, many factors could cause the market price of our common stock to
fluctuate substantially, including:

  .  changes in estimates of our financial performance or changes in
     recommendations by securities analysts;

  . release of new or enhanced products or introduction of new marketing
     initiatives by us or our competitors;

  . announcements by us or our competitors of the creation or termination of
    significant strategic partnerships, joint ventures, significant
    contracts, or acquisitions;

  . the market price generally for technology-related stocks;


                                      16
<PAGE>

  .  fluctuations in general economic conditions;

  .  market conditions affecting the television and home entertainment
     industry;

  .  fluctuations in operating results; and

  .  additions or departures of key personnel.

  The stock market has experienced significant price and volume fluctuations
and the market prices of securities of technology-related companies in
particular have been highly volatile. These fluctuations may or may not be
based upon actual business or operating results. Our common stock may
experience similar or even more dramatic price and volume fluctuations that
may continue indefinitely. These fluctuations, as well as general economic and
market conditions, may have a material adverse effect on the market price of
our common stock.

  In the past, securities class action litigation has often been brought
against a company following price declines. We may be the target of similar
litigation in the future. Securities litigation could result in substantial
costs and diversion of management attention and resources, all of which could
materially harm our business.

 An aggregate of 27,011,031 shares, or     %, of our outstanding stock will
become eligible for resale in the public market between 180 days and one year
after this offering, and future sales of such stock may cause our stock price
to decline.

  The market price of our common stock could drop as a result of sales of a
large number of shares of common stock in the market after this offering or in
response to the perception that sales of a large number of shares could occur.
No prediction can be made about the effect that future sales of common stock
will have on the market price of our common stock. Of the      shares of our
common stock to be outstanding upon completion of the offering, the
shares offered hereby (plus any shares issued upon exercise of the
underwriters' over-allotment option) will be freely tradable. All of the
shares outstanding prior to the offering will be "restricted securities" as
the term is defined under Rule 144 promulgated under the Securities Act.
Unless sold pursuant to Rule 144, which provides for minimum holding periods,
public availability of information, and volume and manner restrictions on
sales, "restricted securities" cannot be sold without an effective
registration statement on file with the SEC. These shares will be available
for sale in the public market as follows:

<TABLE>
<CAPTION>
 Number of Shares/
 Percent Outstanding               Date When Shares Become Available for Resale in the
 After the Offering                                   Public Market
 -------------------            ---------------------------------------------------------
 <C>                            <S>
            /  %                180 days after the date of this prospectus pursuant to
                                agreements between the stockholders and the underwriters
                                or TiVo, provided that Credit Suisse First Boston can
                                waive this restriction at any time.      of these shares
                                will also be subject to sales volume restrictions under
                                Rule 144 under the Securities Act

            /  %                Upon expiration of applicable one-year holding periods
                                under Rule 144, which will expire between      , 2000 and
                                     , 2000, subject to sales volume restrictions under
                                Rule 144
</TABLE>

  In addition, we intend to file a registration statement on Form S-8 under
the Securities Act approximately 90 days after the date of this offering to
register an aggregate of 9.3 million shares of common stock issued or reserved
for issuance under our various stock plans.

                                      17
<PAGE>

                                USE OF PROCEEDS

  We expect to receive net proceeds of approximately $  from the sale of
shares of common stock in this offering, and an additional $  from the sale of
  shares if the underwriters' over-allotment option is exercised in full, at
an assumed initial public offering price of $  per share.

  We intend to use the net proceeds of this offering primarily for advertising
and promotion of the TiVo Service and the TiVo brand, development of new
products and services and other working capital and general corporate
purposes. The amounts and timing of these expenditures will vary depending on
a number of factors, including the amount of cash generated by our operations,
competitive and technological developments and the rate of growth, if any, of
our business. We may also use a portion of the net proceeds to acquire
additional businesses, products or technologies, to lease additional
facilities, or to establish joint ventures that we believe will complement our
current or future business. However, we have no specific plans, agreements or
commitments to do so and are not currently engaged in any negotiations for any
of these types of transactions.

  We will retain broad discretion in the allocation of the net proceeds of
this offering. Pending the uses described above, we will invest the net
proceeds in short-term, interest bearing, investment-grade securities. We
cannot predict whether the proceeds will be invested to yield a favorable
return.

                                DIVIDEND POLICY

  We have never declared or paid any cash dividends on our common stock. In
addition, under our bank credit facility, we cannot pay dividends without our
bank's consent, with limited exceptions. We currently intend to retain any
future earnings to fund the development and growth of our business and do not
anticipate paying any cash dividends in the foreseeable future.

                                      18
<PAGE>

                                CAPITALIZATION

  The following table sets forth our capitalization as of June 30, 1999:

  . on an actual basis;

  . on a pro forma basis to reflect (i) the automatic conversion of all
    shares of preferred stock outstanding on June 30, 1999 into shares of
    common stock on a one-for-one basis, (ii) the exercise and conversion of
    all warrants outstanding as of June 30, 1999 into shares of common stock,
    (iii) the issuance of 3,121,994 shares of Series I preferred stock at
    $10.41 per share in July 1999 and conversion into shares of common stock
    on a one-for-one basis; and (iv) the issuance of a Series I preferred
    stock warrant with an exercise price of $10.41 per share in July 1999 and
    its exercise and conversion into 192,123 shares of common stock.

  . on a pro forma as adjusted basis to reflect the sale of   shares of
    common stock offered by this prospectus assuming an initial public
    offering price of $  per share after deducting estimated underwriting
    discounts and commissions and estimated offering expenses.

  The capitalization information set forth in the table below is qualified by,
and you should read it in conjunction with, more detailed financial statements
and related notes and the information included under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
                                                        June 30, 1999
                                                --------------------------------
                                                                      Pro Forma
                                                 Actual   Pro Forma  As Adjusted
                                                --------  ---------  -----------
                                                  (unaudited, in thousands,
                                                   except per share data )

<S>                                             <C>       <C>        <C>
Long-term portion of obligations under capital
 lease......................................... $    558  $    558
                                                --------  --------
Stockholders' equity
  Convertible preferred stock par value $0.001;
   20,100,000 shares authorized, 15,573,661
   shares issued and outstanding actual;
   23,415,000 shares authorized, no shares
   issued and outstanding pro forma; 2,000,000
   shares authorized, no shares issued and
   outstanding pro forma as adjusted...........   39,580       --
  Common stock, par value $0.001; 40,000,000
   shares authorized, 8,291,876 shares issued
   and outstanding actual; 50,000,000 shares
   authorized, 28,243,125 shares issued and
   outstanding pro forma, 75,000,000
   authorized,   shares issued and outstanding
   pro forma as adjusted.......................        8        28
  Additional paid-in capital...................   22,727    97,117
  Deferred compensation........................   (2,746)   (2,746)
  Prepaid marketing expenses...................  (15,698)  (15,698)
  Note receivable from stockholder.............   (2,822)   (2,822)
  Losses accumulated during the development
   stage.......................................  (21,944)  (21,944)
                                                --------  --------
  Total stockholders' equity ..................   19,105    53,935
                                                --------  --------
    Total capitalization....................... $ 19,663  $ 54,493
                                                ========  ========
</TABLE>

  This table excludes the following shares as of June 30, 1999:

  . 3,161,512 shares of common stock issuable upon the exercise of stock
    options outstanding under our stock option plans at a weighted average
    exercise price of $3.65 per share; and

  . 560,288 shares of common stock available for issuance under our stock
    option plans.

                                      19
<PAGE>

                                   DILUTION

  The pro forma net tangible book value of our common stock on June 30, 1999
was approximately $53.9 million, or approximately $1.91 per share. Pro forma
net tangible book value per share represents our pro forma stockholders'
equity divided by the pro forma number of shares of our common stock
outstanding of 28,243,125. Pro forma common shares outstanding are calculated
after giving effect to the issuance of 19,951,249 shares of common stock upon:
(i) the automatic conversion of all outstanding shares of preferred stock into
shares of common stock on a one-for-one basis, (ii) the exercise and
conversion of all warrants outstanding as of June 30, 1999 into shares of
common stock, (iii) the issuance of 3,121,994 shares of Series I preferred
stock at $10.41 per share in July 1999 and conversion into shares of common
stock on a one-for-one basis, and (iv) the issuance of a Series I preferred
stock warrant with an exercise price of $10.41 per share in July 1999 and its
exercise and conversion into 192,123 shares of common stock. Dilution in pro
forma net tangible book value per share represents the difference between the
amount per share paid by purchasers of shares of common stock in this offering
and the net tangible book value per share of our common stock immediately
afterwards. Assuming our sale of   shares of common stock offered by this
prospectus at an assumed initial public offering price of $  per share, and
after deducting estimated underwriting discounts and commissions and estimated
offering expenses, our pro forma net tangible book value at June 30, 1999
would have been approximately $  million or $  per share. This represents an
immediate increase in net tangible book value of $  per share to new investors
purchasing shares of common stock in this offering. The following table
illustrates this dilution:

<TABLE>
   <S>                                                               <C>   <C>
   Assumed initial public offering price per share.................        $
     Pro forma net tangible book value per share at June 30, 1999..  $1.91
     Increase per share attributable to new investors..............
                                                                     -----
   Pro forma net tangible book value per share after this
    offering.......................................................
                                                                           ----
   Dilution per share to new investors.............................        $
                                                                           ====
</TABLE>

  The following table summarizes on a pro forma basis as of June 30, 1999 the
differences between existing stockholders and the new investors with respect
to the number of shares of common stock purchased from us, the total
consideration paid and the average price per share paid. We have assumed an
initial public offering price of $  per share, and we have not deducted
estimated underwriting discounts and commissions and estimated offering
expenses in our calculations.

<TABLE>
<CAPTION>
                                 Shares Purchased  Total Consideration  Average
                                ------------------ ------------------- Price Per
                                  Number   Percent   Amount    Percent   Share
                                ---------- ------- ----------- ------- ---------
   <S>                          <C>        <C>     <C>         <C>     <C>
   Existing stockholders....... 28,243,125      %  $75,879,000      %    $2.69
   New investors...............
                                ----------   ---   -----------   ---
     Total.....................                 %  $                %
                                ==========   ===   ===========   ===
</TABLE>

  The foregoing discussion and tables assume no exercise of any outstanding
stock options. To the extent that any shares reserved for issuance under our
stock plans are issued, there will be further dilution to new investors. See
"Capitalization" and "Management--Stock Plans."

  If the underwriters exercise their over-allotment in full, the following
will occur:

  . the number of shares of common stock held by existing stockholders will
    decrease to approximately  % of the total number of shares of our common
    stock outstanding; and

  . the number of shares held by new public investors will increase to  , or
    approximately  % of the total number of our common stock outstanding
    after this offering.

                                      20
<PAGE>

                            SELECTED FINANCIAL DATA

  The following selected financial data should be read in conjunction with our
financial statements and related notes and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this prospectus. The statement of operations data for the period from
inception to December 31, 1997 and for the year ended December 31, 1998, and
the balance sheet data as of December 31, 1997 and 1998, are derived from the
audited financial statements included elsewhere in this prospectus. The
selected statement of operations data for the six months ended June 30, 1998
and 1999 and from the period from inception to June 30, 1999, and the selected
balance sheet data as of June 30, 1999 are derived from our unaudited
financial statements included elsewhere in this prospectus. These unaudited
financial statements have been prepared on the same basis as our audited
financial statements and, in our opinion include all material adjustments,
consisting only of normal recurring adjustments, necessary to present fairly
this unaudited financial information. The historical results are not
necessarily indicative of results to be expected for future periods.

<TABLE>
<CAPTION>
                          Period From                                    Period From
                         August 4, 1997              Six Months Ended   August 4, 1997
                         (Inception) to  Year Ended      June 30,       (Inception) to
                          December 31,  December 31, -----------------     June 30,
                              1997          1998      1998      1999         1999
                         -------------- ------------ -------  --------  --------------
                                    (in thousands, except for share data)
<S>                      <C>            <C>          <C>      <C>       <C>
Statement of Operations
 Data:
Subscription revenues...     $  --        $   --     $   --   $      8     $      8
Costs and expenses:
  Cost of services......        --            --         --     (1,170)      (1,170)
  Research and
   development..........       (356)       (5,614)    (1,809)   (2,999)      (8,969)
  Sales and marketing...        (28)       (1,277)      (356)   (3,784)      (5,089)
  Sales and marketing --
   related parties......        --            --         --       (382)        (382)
  General and
   administrative
   expenses.............       (241)       (2,946)      (903)   (3,024)      (6,211)
  Stock-based
   compensation.........        --            --         --       (187)        (187)
  Other operating
   income...............        --            --         --        895          895
  Other operating
   expenses.............        --            --         --     (1,084)      (1,084)
                             ------       -------    -------  --------     --------
    Loss from
     operations.........       (625)       (9,837)    (3,068)  (11,727)     (22,189)
  Interest income.......         49           116         35       277          442
  Interest expense and
   other................        (19)          --         (13)     (178)        (197)
                             ------       -------    -------  --------     --------
    Net loss............     $ (595)      $(9,721)   $(3,046) $(11,628)    $(21,944)
                             ======       =======    =======  ========     ========
Net loss per share:
  Basic and diluted.....     $(0.20)      $ (2.21)   $ (0.79) $  (1.75)    $  (4.74)
  Weighted average
   shares...............      2,917         4,406      3,839     6,633        4,630
Pro forma net loss per
 share (unaudited)(1):
  Basic and diluted.....                  $ (0.80)            $  (0.56)
  Weighted average
   shares...............                   12,135               20,745
</TABLE>

<TABLE>
<CAPTION>
                                                                         As of
                                                              As of      June
                                                          December 31,    30,
                                                          ------------- -------
                                                           1997   1998  1999(2)
                                                          ------ ------ -------
                                                             (in thousands)
<S>                                                       <C>    <C>    <C>
Balance Sheet Data:
Cash and cash equivalents................................ $2,110 $2,248 $11,967
Working capital..........................................  2,044  1,329  18,221
Total assets.............................................  2,548  3,543  23,804
Long-term portion of obligations under capital lease.....    --     --      558
Total stockholders' equity...............................  2,405  2,121  19,105
</TABLE>
---------------------
(1) Pro forma net loss per share is calculated as if the convertible preferred
    stock outstanding as of June 30, 1999 was converted into shares of common
    stock on the date of its issuance on a one-for-one basis and as if all
    warrants outstanding as of June 30, 1999 had been exercised and converted
    into shares of common stock on the date of issuance on a for-one basis.

(2) Subsequent to June 30, 1999, we issued 3,121,994 shares of Series I
    preferred stock at $10.41 per share. These accounts do not include the
    proceeds from this issuance.

                                      21
<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  All statements, trend analysis and other information contained in the
following discussion relating to markets for our products and trends in
revenues, gross margins and anticipated expense levels, as well as other
statements including words such as "anticipate," "believe," "plan,"
"estimate," "expect" and "intend" and other similar expressions constitute
forward-looking statements. These forward-looking statements are subject to
business and economic risks and uncertainties, and our actual results of
operations may differ materially from those contained in the forward-looking
statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in "Risk Factors" as well as
other risks and uncertainties referenced in this prospectus.

Overview

  We were incorporated as Teleworld Inc. in August 1997 and changed our name
to TiVo Inc. in July 1998. The TiVo Service is a subscription-based television
service that provides viewers with greater control, easier navigation and a
wider range of viewing options when watching television. The TiVo Service also
provides television content providers and advertisers with a new platform for
content delivery, interactive viewing options and in-home commerce. The TiVo
Service is enabled through a personal video recorder designed and developed by
TiVo.

  We are a development-stage company. We have generated only limited amount of
revenues to date and expect to incur significant operating expenses over the
next several years in connection with the continued development and expansion
of our business. In particular, we expect our sales and marketing expenses to
increase significantly as we initiate the retail launch of the TiVo Service
and the related personal video recorder, attempt to establish the TiVo brand
and attract subscribers. The retail launch is scheduled to begin in the third
quarter of 1999. As a result, we will lose money in 1999. We expect to
continue to lose money for the foreseeable future. As of June 30, 1999, we had
an accumulated deficit of $21.9 million.

  We currently generate revenues from subscriptions to the TiVo Service and
other income from the sale of personal video recorders. We began selling
personal video recorders and subscriptions to the TiVo Service on March 31,
1999. For the six months ended June 30, 1999, we generated revenues of $8,000
from subscriptions to the TiVo Service. Subscriptions to the TiVo Service are
available on a monthly, annual or lifetime basis. A monthly subscription
currently costs $9.95 per month, an annual subscription costs $99 per year and
a lifetime subscription costs $199. A lifetime subscription allows access to
the TiVo Service as long as the viewer uses the personal video recorder that
activates the TiVo Service. Subscription fees are paid by the viewer prior to
activation of the TiVo Service. Subscription revenues from lifetime
subscriptions are recognized ratably over a four year period. Our current plan
is to stop selling personal video recorders in connection with the transition
of manufacturing and distribution to Philips. We expect that Philips will
begin the manufacture and distribution of personal video recorders in the
second half of 1999. The sales of personal video recorders are not expected to
be recurring, and are therefore considered incidental to our business. The
proceeds from the sale of personal video recorders for the six months ended
June 30, 1999 of $895,000 are recorded as other income. The cost of these
personal video recorders was $1.1 million.

  We anticipate that the sources of our revenues will change over time. In the
future, we may generate revenue from other sources such as (1) advertising
shown on the TiVo Service, (2) revenues from networks, and (3) electronic
commerce or couch commerce.

  We have agreed to make payments to some of our strategic partners in order
to promote the TiVo Service and encourage the manufacture and distribution of
the personal video recorders that enable the TiVo Service. We have agreed to
make monthly, formula-based payments to Philips, DIRECTV and Quantum in
exchange for manufacturing, marketing support and a discount from Quantum on
hard disk drives used in the personal video

                                      22
<PAGE>

recorders. We have also agreed to pay to Philips a per unit subsidy for each
personal video recorder that they manufacture and sell. A portion of the
subsidy amount paid to Philips is due when the personal video recorder is
shipped. The remaining portion is due when the subscriber activates the TiVo
Service. The amount of the payments can vary depending upon Philips'
manufacturing costs and selling prices. We may make additional subsidy
payments in the future to consumer electronic and other manufacturers in an
effort to maintain a commercially viable retail price for the personal video
recorders and other devices that enable the TiVo Service. Payments made to our
strategic partners in exchange for these services are recognized as sales and
marketing expenses--related parties. Subsidy payments are renegotiated on an
annual basis.

  In the past, we have issued stock in exchange for services by our strategic
partners. For example, we issued shares of our common stock to DIRECTV in
exchange for marketing support and a note which will be reduced as bandwidth
capacity is made available to TiVo on DIRECTV's satellite television system.
We also issued warrants exercisable for shares of our common stock to Quantum
in exchange for a discount on hard disk drives used in personal video
recorders that enable the TiVo Service. As of June 30, 1999, we had recorded
prepaid marketing expenses resulting from the issuance of this equity to
DIRECTV and Quantum in the amount of $15.7 million. This amount represents the
estimated fair value of the common stock at the date of issuance and the
estimated fair value of the 324,325 warrant shares which were vested as of
that date out of the total of 867,803 shares issuable upon exercise of the
warrants. Of this amount, zero was amortized in 1998 and $276,000 was
amortized for the six months ended June 30, 1999. These prepaid marketing
expenses are amortized as services are provided to us and charged to sales and
marketing expense--related parties.

  From time to time, we have also granted stock options to employees,
consultants and directors and expect to continue to do so in the future. As of
June 30, 1999, we had recorded deferred compensation related to these options
in the total amount of $2.9 million, representing the difference between the
estimated fair value of our common stock, as determined for accounting
purposes, and the exercise price of options on the date of grant. Of this
amount, zero was amortized in 1998 and $187,000 was amortized for the six
months ended June 30, 1999. Deferred compensation is amortized over the
vesting period of each option.

Results of Operations

 Six Months Ended June 30, 1999 Compared to the Six Months Ended June 30, 1998

  Subscription revenues. Subscription revenues for the six months ended June
30, 1999 increased to $8,000 from zero for the six months ended June 30, 1998.
This increase is attributable to customer subscriptions to the TiVo Service
which began in March 1999. As of June 30, 1999, we had approximately 1,000
subscribers.

  Cost of services. Cost of services consists primarily of employee salaries
and expenses related to providing the TiVo Service to subscribers. Cost of
services for the six months ended June 30, 1999 increased to $1.2 million from
zero for the six months ended June 30, 1998. This increase was primarily
attributable to the hiring of content programming and service operation
personnel in connection with the commercial release of the TiVo Service and
the personal video recorder that enables the TiVo Service.

  Research and development expenses. The Company's research and development
expenses consist primarily of employee salaries and related expenses and
consulting fees relating to the design of the personal video recorder that
enables the TiVo Service. Research and development expenses for the six months
ended June 30, 1999 increased to $3.0 million from $1.8 million for the six
months ended June 30, 1998. This increase was primarily attributable to the
hiring of additional engineering personnel and related costs.

  Sales and marketing expenses. Sales and marketing expenses consist primarily
of employee salaries and related expenses, development of media advertising,
public relations tours and special promotions, trade shows and the production
of product related items, including packaging, manuals and videos. Sales and
marketing expenses for the six months ended June 30, 1999 increased to $3.8
million from $356,000 for the six months ended June 30, 1998. This increase
was primarily attributable to an increase in expenditures for trade shows,
public relations and advertising in connection with the commercial release of
the TiVo Service and the personal

                                      23
<PAGE>

video recorder that enables the TiVo Service. We expect our marketing expenses
to increase significantly in connection with the retail launch of the TiVo
Service and the personal video recorder that enables the TiVo Service. The
retail launch is expected to occur in the second half of 1999.

  Sales and marketing expenses--related parties. Sales and marketing
expenses--related parties consist of cash and non-cash charges related to
agreements with DIRECTV, Philips and Quantum, all of whom hold stock or
warrants in the Company. Sales and marketing--related parties for the six
months ended June 30, 1999 increased to $382,000 from zero for the six months
ended June 30, 1998 as services began to be rendered.

  General and administrative expenses. General and administrative expenses
consist primarily of employee salaries and related expenses for executive,
administrative, accounting, information systems, customer service personnel,
facility costs, professional fees and recruiting. General and administrative
expenses for the six months ended June 30, 1999 increased to $3.0 million from
$903,000 for the six months ended June 30, 1998. This increase was primarily
attributable to an increase in salaries and related expenses and costs of
establishing Information Services and Service Operations departments which did
not exist in the six months ended June 30, 1998.

  Stock-based compensation. During 1999, we granted stock options with
exercise prices that were less than the estimated fair market value of the
underlying shares of common stock for accounting purposes on the date of
grant. This will result in stock-based compensation expense over the period
that these options vest. The stock- based compensation expense was
approximately $187,000 for the six months ended June 30, 1999.

  Other operating income. Other operating income consists of proceeds from the
sale of personal video recorders. We plan to stop selling personal video
recorders by the end of 1999 in connection with the transition of
manufacturing to Philips. The sales proceeds received through June 30, 1999
are considered incidental to our business and have been classified as other
operating income.

  Other operating expenses. Other operating expenses consist of the cost of
the personal video recorders sold for the six months ended June 30, 1999.

 Year Ended December 31, 1998 Compared to the Period from Inception to
December 31, 1997

  Research and development expenses. Research and development expenses for the
year ended December 31, 1998 increased to $5.6 million from $356,000 for the
period of inception through December 31, 1997. This increase was primarily
attributable to the hiring of additional engineering personnel and
expenditures on product design, development consulting and prototype
manufacturing.

  Sales and marketing expenses. Sales and marketing expenses for the year
ended December 31, 1998 increased to $1.3 million from $28,000 for the period
of inception through December 31, 1997. This increase was primarily
attributable to the hiring of additional sales and marketing personnel,
corporate identity development, retention of a public relations firm and
professional web site development.

  General and administrative expenses. General and administrative expenses for
the year ended December 31, 1998 increased to $2.9 million from $241,000 for
the period of inception through December 31, 1997. This increase was primarily
attributable to hiring additional personnel, moving to a larger facility and
recruiting, travel, consulting, legal and other overhead costs to support the
growth of the business.

                                      24
<PAGE>

Quarterly Results of Operations

  The following table represents certain unaudited statement of operations
data for our six most recent quarters ended June 30, 1999. 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 financial statements, including the notes
thereto, included elsewhere in this prospectus. The results of operations for
any quarter are not necessarily indicative of results that may be expected for
any future period.

<TABLE>
<CAPTION>
                     Three
                    Months
                     Ended
                   -----------------------------------------------------------------
                   March 31, June 30,  September 30, December 31, March 31, June 30,
                     1998      1998        1998          1998       1999      1999
                   --------- --------  ------------- ------------ --------- --------
                                      (unaudited, in thousands)
<S>                <C>       <C>       <C>           <C>          <C>       <C>
Subscription
 revenues.........  $   --   $   --       $   --       $   --      $   --   $     8
Costs and expenses
 Cost of
  services.......       --       --           --           --         (618)    (552)
 Research and
  development....      (793)  (1,016)      (1,659)      (2,146)     (1,369)  (1,630)
 Sales and
  marketing......      (134)    (222)        (354)        (567)     (2,056)  (1,728)
 Sales and
  marketing--
  related
  parties........       --       --           --           --          --      (382)
 General and
  administrative..     (293)    (610)        (706)      (1,337)     (1,535)  (1,489)
 Stock based
  compensation...       --       --           --           --          --      (187)
 Other operating
  expense, net...       --       --           --           --           12     (201)
                    -------  -------      -------      -------     -------  -------
  Loss from
   operations...     (1,220)  (1,848)      (2,719)      (4,050)     (5,566)  (6,161)
Interest income...       18       17           46           55          53      224
Interest expense
 and other........       (2)     (11)          (7)         --           (2)    (176)
                    -------  -------      -------      -------     -------  -------
  Net loss......    $(1,204) $(1,842)     $(2,680)     $(3,995)    $(5,515) $(6,113)
                    =======  =======      =======      =======     =======  =======
</TABLE>

  We expect sales and marketing expenses to increase substantially in
connection with the retail launch of the TiVo Service in the second half of
1999. To launch the TiVo Service in retail channels, we intend to initiate an
extensive advertising campaign. We intend to hire additional sales and
marketing personnel and to begin a marketing campaign through television,
print and Internet-based advertising and direct mail. We further expect to
commit a significant amount of human and financial resources to supplement the
sales and marketing efforts of our strategic partners, to participate in trade
shows, produce commercials and infomercials and create other marketing
collateral. We expect to spend increasing amounts on sales and marketing to
attract subscribers and retailers.

  The TiVo Service is enabled through a personal video recorder that is sold
in retail channels like other consumer electronic devices. As a result, we
anticipate that our business will be seasonal and we expect to generate a
significant number of our annual new subscribers during the holiday shopping
season. We also expect to generate a portion of future revenues from
television advertising which tends to be seasonal and cyclical, reflecting
overall economic conditions as well as budgeting and buying patterns.

Liquidity and Capital Resources

  Since inception through June 30, 1999, we have financed our operations and
met our capital expenditure requirements primarily from proceeds of the
private sale of equity securities totaling approximately $39.9 million. At
June 30, 1999, we had $12.0 million of cash and cash equivalents along with
$7.6 million of short term investments. On July 21, 1999, we issued Series I
preferred stock for a total of $32.5 million with terms comparable to prior
series of preferred stock. The expansion of our business will require
significant additional capital to fund operating losses, capital expenditures
and working capital needs.

                                      25
<PAGE>

  Net cash used in operating activities was $494,000 from inception to
December 31, 1997, $8.8 million for the year ended December 31, 1998, and
$10.7 million for the six months ended June 30, 1999. Net cash used during
these periods was primarily a result of the research and development, sales
and marketing and general and administrative costs to support the development
of the TiVo Service and the personal video recorder that enables the TiVo
Service. For the six months ended June 30, 1999 we began providing the TiVo
Service, incurring costs of $1.2 million.

  Net cash used in investing activities was $396,000 from inception to
December 31, 1997, $817,000 for the year ended December 31, 1998, and $7.6
million for the six months ended June 30, 1999. Net cash used during these
periods was for the acquisition of property and equipment and for the purchase
of $7.6 million of short term investments with proceeds primarily from the
sale of preferred stock in 1999.

  Net cash provided by financing activities was $3.0 million from inception to
December 31, 1997, $9.8 million for the year ended December 31, 1998 and $28.0
million for the six months ended June 30, 1999. All of these amounts arose
from the net sales of stock except for a bank overdraft of $442,000 in 1998,
which increased to $989,000 in the six months ended June 30, 1999.

  In December 1997, we established a $750,000 line of credit with a financial
institution. The line bears interest at the bank's prime rate plus 0.75% and
expires on August 15, 1999. Substantially all of our assets are pledged as
collateral under the line. Borrowings of $610,000 were made under this line
between February and July 1998, at which time the line was repaid. The line is
partially utilized to secure a letter of credit in the amount of $600,000. No
amounts were outstanding at December 31, 1998 and June 30, 1999.

  We have commitments under operating leases of $901,000 and obligations under
capital leases of $670,000 as of June 30, 1999. We also have an unused lease
line of $1.8 million which expires February 2000. The annual interest rate on
the used portion of the line is 7.25% plus the amortization of the value
assigned to a warrant to purchase 60,814 shares of Series B preferred stock at
$1.26 per share issued in connection with the lease line.

  We have also entered into various supply and service agreements and purchase
commitments with a number of vendors. As of June 30, 1999, our commitment
under these agreements is approximately $7.5 million.

  On April 8, 1999, we entered into a secured convertible debenture purchase
agreement with certain of our stockholders. Under the terms of this agreement,
we received a commitment allowing us to borrow up to $3,000,000 at an interest
rate of 4.67%. The debentures are secured by substantially all of our assets,
excluding intellectual property, and are due June 30, 2000. In connection with
the agreement, we issued warrants to purchase a total of 81,522 shares of
common stock at a price of $2.50 per share. The value assigned to these
warrants is being amortized over the term of the commitment. As of June 30,
1999, we had no outstanding amounts under this agreement. All of the warrants
issued under the terms of this agreement expire upon the completion of an
initial public offering and are being exercised prior to the completion of
this offering.

  Our future capital requirements will depend on a variety of factors,
including market acceptance of personal television and the TiVo Service, the
resources we devote to developing, marketing, selling and supporting our
products and other factors. We expect to devote substantial capital resources
to hire and expand our engineering, sales and marketing and customer support
organizations, to prepare for and execute the retail launch of the TiVo
Service and personal video recorder and for general corporate purposes. We
believe that our cash and cash equivalents, the net proceeds from the sale of
our Series I preferred stock and the net proceeds from this offering will be
sufficient to fund our operations for at least the next 12 months. Despite our
expectations, we may need to raise additional capital before the end of the
next 12 months. See "Risk Factors--We may be unable to raise additional
capital in the future to support our growth."

Year 2000 Issue

  Many computer programs have been written using two digits rather than four
to define the applicable year. This poses a problem at the end of the century
because these computer programs would not properly recognize

                                      26
<PAGE>

the year format. This could result in major system failures or miscalculations
that could disrupt our business. We have formulated a year 2000 plan to assess
and address any year 2000 issues and have created a year 2000 task force
headed by our chief information officer to implement the plan.

 State of Readiness

  The TiVo Service and the personal video recorder that enables the TiVo
Service have been tested for Year 2000 compliance and, at this time, there are
no known issues. We intend to test the TiVo Service and personal video
recorder for year 2000 issues again before the end of 1999.

  We have completed an initial assessment of the criticality of our suppliers'
technology being year 2000 compliant. We intend to internally test and prove
the year 2000 compliance of any vendors' and suppliers' technology that has a
high impact on our business. Those third-party technologies with moderate
impact on our business will be assessed by a review of these third parties'
web sites or by requesting a letter from such parties to prove compliance. We
do not intend to conduct further investigation on those third-party
technologies that have a low impact on our business other than reviewing these
parties' web sites.

  As we have added strategic partners, we have inquired as to the year 2000
compliance of their systems. To date, all critical partners we are working
with have indicated that their systems are, or will be prior to the end of
1999, year 2000 compliant. We have not required any formal paperwork from, or
conducted any tests with, these partners.

  We have completed a preliminary assessment of our information technology
systems, which includes but is not limited to, hardware and software required
to support our broadcast service center as well as our internal business
systems. We are also in the process of assessing our non-information
technology systems, which include facility date sensitive systems. Most
information technology systems have been purchased in the last year with most
systems purchased in the last six months. Year 2000 compliance has always been
a major part of the selection criteria. To date our assessment has consisted
of the following steps:

  .  identification of categories of hardware and software that need to be
     evaluated;

  .  listing of all hardware and software by category and rated by
     criticality;

  .  determination of any known year 2000 issues;

  .  adoption of a proof assessment approach based on criticality to our
     business;

  .  creation of a high level plan for assessment and remediation by item;
     and

  .  implementation of the plan.

  At this stage in our assessment, we are not aware of any year 2000 issues
that would have a material effect on our business. We plan to complete the
year 2000 assessment by September 1, 1999 and complete any remediation by
November 1, 1999.

 Cost

  As of July 1, 1999, we have incurred costs of approximately $20,000 and we
expect to incur an additional $50,000 in connection with identifying,
evaluating and addressing year 2000 compliance issues. All of the expenses to
date have related to, and are expected to continue to relate to, operating
costs associated with time spent by our employees in the evaluation process.
There may be some charges related to upgrades if any issues are identified
during our vendor communications or testing. If such expenses are higher than
anticipated, our business could suffer.

 Risks

  Our assesment of year 2000 issues may identify material non-compliance
issues with the TiVo Service or the personal video recorder, our informational
technology systems or the systems of our partners or suppliers. We may not be
able to successfully resolve these issues, or it may be costly to do so. In
addition, we cannot

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<PAGE>

assure you that governmental agencies, utility companies, third-party service
providers and others outside of our control will be year 2000 compliant. The
failure by such entities to be year 2000 compliant could result in a systemic
failure beyond our control, such as a prolonged telecommunications or
electrical failure, which could prevent us from delivering upgrades and
regular downloads to the personal video recorders that enable the TiVo Service
or otherwise impact the functionality of the personal video recorder. Any of
these occurences would have a material adverse effect on our business.

 Contingency Plans

  The results of our further assessment and testing will be taken into account
in determining the nature and extent of any contingency plans. To address
potential facility-related year 2000 issues on our most critical systems, we
are moving the TiVo Broadcast Center into co-location at UUnet by October
1999. The UUnet co-location is equipped with generators that can provide
several weeks of back-up power.

Impact of Inflation

  We believe that inflation has not had a significant impact on our operating
results.

Recently Issued Accounting Standards

  We have adopted SFAS No. 131, "Disclosure About Segments of an Enterprise
and Related Information" in 1998. SFAS No. 131 established standards for the
way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports issued to shareholders. SFAS No.131 also establishes standards for
related disclosure about products and services, geographic areas, and major
customers. The adoption of SFAS No. 131 required no additional disclosures in
our consolidated financial statements as we operate in a single reportable
segment.

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                                   BUSINESS

Overview

  TiVo is a pioneer in the personal television industry. TiVo has created a
unique personal television service that allows viewers to watch what they want
when they want. The TiVo Service creates a richer and more enjoyable
television experience by offering viewers greater control, choice, and
convenience. TiVo believes that the TiVo Service also allows television
programmers and advertisers to reach a broader audience by making shows more
accessible and easier to record and to target their programming and
advertising to specific viewers. The TiVo Service is a subscription-based
service enabled by a personal video recorder designed and developed by TiVo.

  TiVo intends to commence its retail launch in the second half of 1999.
Philips will manufacture, market and sell the personal video recorder enabling
the TiVo Service and spearhead the retail launch, allowing TiVo to focus its
resources on promoting and enhancing the TiVo Service. As part of the launch,
DIRECTV will provide marketing resources that will allow TiVo to target
DIRECTV subscribers. DIRECTV will also provide sales support in the retail
channel.

Industry Background

  The television is a truly ubiquitous consumer product. According to the
market research firm Nielsen Media Research, 98.0 million, or more than 98% of
all U.S. households, owned at least one television at the end of 1998. Nielsen
also reports that in 1998, U.S. households owned, on average, 2.4 televisions
and spent an average of 7 hours and 15 minutes per day viewing television.

  The reach and popularity of television has been facilitated by the emergence
of new technologies and delivery systems for television programming. These new
technologies have enhanced the clarity, color and sound of television and, as
a result, have increased the entertainment value of watching television. In
addition, new delivery systems, including cable and satellite systems, now
offer a large number of programming choices and specialized programming such
as pay-per-view promotions. According to Paul Kagan Associates, 66.1 million
U.S. households spent $30.9 billion to receive subscription-based cable
television services in 1998. In addition, according to the Satellite Industry
Association, 10.6 million U.S. households spent $5.3 billion to receive
subscription-based satellite television services in 1998.

  These statistics have not been lost on advertisers, who have made television
their largest, most popular medium for reaching consumers. McCann-Erickson,
Inc., a market research firm, estimates that $47.4 billion was spent on
television advertising in 1998. This represents over 23% of total advertising
spending.

  As the reach and popularity of television has grown, so too has the amount
of programming available to viewers. Cable and home satellite television
systems have dramatically increased the number of networks and channels
available to today's television viewer. According to the Television & Cable
Fact Book, in 1998, over 60% of U.S. cable subscribers had access to more than
53 channels, compared to less than 10% in 1985. The explosive growth in
available channels has led to an overwhelmingly diverse selection of
programming and content. This is due in large part to the emergence of
specialized television channels and networks which are formed around a given
subject, theme or category of interest. For example, channels have been
created to deliver programming to targeted groups, such as women or children,
or to deliver specialized content, such as news, cartoons, classic movies,
golf, comedy or educational programming. Subscription-based premium channels,
such as HBO and Showtime, also offer specialized programming including major
motion pictures, made-for-television movies and sporting events. Clearly,
there is more television programming to choose from now than ever before.


                                      29
<PAGE>

The Need For Personal Television

  From the introduction of color television and remote controls to the
proliferation of cable and satellite programming and home theater systems,
improvements in the television experience have been aimed at meeting viewer
demand for richer programming and a more enjoyable viewing experience.
However, the dramatic increase in the volume and diversity of television
programming has fragmented viewing audiences and created new challenges for
viewers, television programmers, network operators and advertisers.

  Challenges Faced by Viewers. TiVo believes that today's television viewer
wants greater control, choice and convenience when watching television.
Today's television viewers:

  .  are unable to easily navigate through hundreds of channels and thousands
     of programs;

  .  are unable to easily identify programs of interest;

  .  are limited to either watching shows at the time they are broadcast or
     recording shows by using a VCR; and

  .  are often forced to miss portions of shows due to interruptions.

  Challenges Faced by Television Programmers. Although the television has
become a ubiquitous product, the dramatic increase in the volume and diversity
of channels and programming has drawbacks for networks and other television
programmers. The major networks have been particularly affected by the
proliferation of channels and specialized programming, and are suffering from:

  .  brand dilution and declining viewer loyalty;

  .  greater fragmentation of their audience base; and

  .  the inability to effectively evaluate viewing habits, preferences and
     demand.

  The TV International Sourcebook for 1999 reports that networks have steadily
lost market share to other content providers, from 60% market share in 1993 to
approximately 45% in 1998. As television becomes more fragmented and the
competition for viewers increases, networks and other television programmers
must find new ways to attract viewers and increase viewer loyalty.

  Challenges Faced by Advertisers. Similarly, TiVo believes that today's
television advertisers face new challenges as they seek greater effectiveness
and efficiency in targeting specific viewers and establishing brand identity
and loyalty. For example, advertisers must:

  .  spend increasing amounts of time and money to target desired demographic
     groups;

  .  spread their advertising budgets over an ever-expanding number of
     channels and programs; and

  .  find new ways to identify, monitor and respond to viewers' programming
     and advertising preferences.

  As viewer fragmentation has increased, so too has the cost of advertising.
Prime time advertisements on the major television networks are more expensive
today than ever before, yet ratings and market share for these networks are
declining. According to the Television Bureau of Advertising and Nielsen Media
Research, the average cost of a 30-second nighttime commercial has increased
from $92,700 in 1993 to $121,300 in 1998. Like television programmers,
advertisers must find new ways to reach their targeted audience and to
establish brand identity and loyalty among viewers.

  Challenges Faced by Cable and Satellite Network Operators.  As a result of
increased competition, cable and satellite network operators have begun
placing greater emphasis on acquiring and retaining subscribers and finding
ways to increase the monthly revenue they receive from these subscribers. In
order to successfully accomplish this, they must:

  .  improve customer satisfaction;

  .  enhance programming choice; and

  .  provide new features and functionality, such as electronic commerce.


                                      30
<PAGE>

TiVo Solution

  TiVo has created a personal television service that it believes meets the
challenges faced by viewers, television programmers, advertisers and network
operators. The TiVo Service provides viewers with greater control, easier
navigation and a wider range of viewing options when watching television than
what is currently available. The TiVo Service creates a richer and more
enjoyable viewing experience by allowing viewers to watch what they want when
they want. The TiVo Service also creates a new platform that enables
television programmers, advertisers, and network operators to deliver
television programming, advertising, and in-home commerce. TiVo believes that
its service allows television programmers and advertisers to reach a broader
audience by making shows more accessible and easier to record and to target
their programming and advertising to specific viewers. The TiVo Service is a
subscription-based service enabled by a personal video recorder designed and
developed by TiVo. The personal video recorder is a device that includes a
hard disk drive for recording shows and accessing the content available on the
TiVo Service.

  The TiVo Service has many features that distinguish it from traditional
television viewing:

  Locate and Record Multiple Shows Quickly and Easily. The TiVo Service offers
a variety of easy-to-use navigation and recording features that allow viewers
to easily locate and record their favorite shows. Viewers can record and play
back a single show or schedule a customized line-up of several shows to be
recorded without entering specialized codes, setting a timer or using a video
tape. With the Season Pass feature, the TiVo Service automatically records all
episodes of viewers' favorite shows.

  Control Live Television. Using the TiVo Service and the personal video
recorder, viewers have more control over live television. For example, viewers
can utilize advanced viewing commands, such as pause, rewind, fast forward and
frame-by-frame. When a viewer pauses live television, the personal video
recorder continues to record the program that the viewer is watching. The
viewer can then resume viewing in normal mode, fast forward to catch up to the
live telecast, or execute any of the other advanced viewing commands. Prior to
the introduction of TiVo, the ability to control live television in this
manner was not available.

  Viewing Preferences and Suggested Programming. The TiVo Service allows
viewers to create viewing preferences around particular shows or categories of
interest. Using the Thumbs Up and Thumbs Down buttons on the TiVo remote,
viewers can express their preferences for a particular type of show. These
preferences accumulate over time and are stored locally on the personal video
recorder. Based on these preferences, TiVo recommends programming that viewers
are likely to enjoy and, when storage space is available, TiVo will
automatically record shows that are most likely to match viewers' individual
preferences.

  Specialized Content. The TiVo Service also includes a variety of specialized
content. For example, the TiVo Service allows television programmers to
develop Network Showcases that feature selected programming, such as an
upcoming movie, special event or mini-series, on easy-to-use interactive
screens. Currently, Network Showcases are branded areas on the TiVo Service
that include directories of simplified recording options for groups of related
shows. In the future, television programmers 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. Subscribers to the TiVo Service also have access to TiVolution
Magazine, which features theme-based collections of shows compiled by TiVo's
editorial staff.

  Menu-Driven Navigation and Viewer Interface. The TiVo Service employs a
menu-driven interface and easy-to-use navigation system. TiVo Central, the
main screen of the TiVo Service, allows viewers to access their customized
lineup of shows, Network Showcases, TiVolution Magazine and other TiVo
services and features. The Pick Programs to Record feature, located on the
TiVo Central screen, allows viewers to search for shows to record by subject,
title, channel or time of showing. Using the on-air guide, viewers can quickly
and efficiently browse through a schedule of up to two weeks of available
television programming and descriptions for each show.


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<PAGE>

Benefits of the TiVo Service

  For viewers, television programmers, advertisers and network operators, the
TiVo Service offers several benefits over traditional television viewing.

  Benefits to Viewers. TiVo believes that its service offers an enhanced
television viewing experience. Key benefits offered to viewers include the
following:

    Greater Control, Choice and Convenience. The TiVo Service provides
  viewers with greater control, choice and convenience in watching
  television. Using the search and navigation features and variety of
  recording options, viewers can:

    .  automatically record all episodes of their favorite shows;

    .  quickly and easily create a customized lineup of shows to be
       recorded up to two weeks in advance;

    .  pause, rewind and fast forward live television; and

    .  immediately access their customized lineup of recorded shows and
       other specialized content.

    Making Sense of Available Content. The TiVo Service assists viewers in
  navigating through the hundreds of channels and thousands of programs
  available for viewing. Using the TiVo Service, viewers can browse pre-set
  categories of programming, such as sports or action/adventure, and select a
  desired show for viewing or recording simply by entering the title, channel
  or time. With the TiVo Service, viewers can easily organize their
  television viewing around shows they want to watch and receive suggestions
  for programming that they are likely to enjoy.

    Programming that Matches Viewers' Preferences. The TiVo Service ranks and
  recommends programming according to viewers' preferences. This
  functionality gives viewers access to programming that meets their personal
  tastes but that they might otherwise never have known was being broadcast.

  Benefits to Television Programmers. TiVo believes its TiVo Service offers
television programmers a new and exciting way to reach the viewing audience.
Key benefits offered to television programmers include the following:

    Enhanced Viewer Loyalty and Retention. By making it easy for viewers to
  find and record the shows they want to watch, the TiVo Service enables
  programmers to make their shows accessible to a broader audience. TiVo
  believes that these easy to use features, especially the Season Pass
  feature, will increase the likelihood that viewers will continue viewing
  new episodes of a particular series or show. Viewers also can easily play
  back the shows they have recorded long after they have aired, enhancing
  viewer retention and loyalty.

    More Effective Promotions and Previews. The TiVo Service provides
  television programmers with an opportunity to create more effective
  promotions and previews such as Network Showcases for selected programming
  and pay-per-view events. TiVo is also currently developing a service,
  called iPreview, that consists of "active" previews and promotions that
  allow a viewer to easily record featured programming at the touch of a
  button. TiVo believes these promotions will be very effective in attracting
  viewers and increasing a network's brand presence because they allow
  viewers to "impulse record" featured programming and to watch these
  programs at a more convenient time. TiVo also believes that by taking
  advantage of these features, television programmers have a greater
  opportunity to reach a larger viewing audience.

    New Platform for Content Delivery. TiVo anticipates that television
  programmers will embrace the TiVo Service as a new way to reach audiences
  with programming, products and services and enable couch commerce. For
  example, the TiVo Service can enable television programmers to allow
  viewers to order and automatically record special programming packages,
  including bundled episodes of previously run shows and pay-per-view
  promotions. TiVo anticipates that viewers would be able to simply "point
  and click" to order movies, sports events, programming packages, games and
  other products and services.


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<PAGE>

  Benefits to Advertisers. TiVo believes that its TiVo Service will offer
advertisers a new platform with more efficient and effective ways to reach
their targeted audience. Key benefits offered to advertisers include the
following:

    Targeting Consumers. In the future, the TiVo Service will allow
  advertisers to offer advertising that is related to the viewing preferences
  stored on the personal video recorder. For example, working with its
  network partners TiVo could download and store several commercials on the
  personal video recorder and select which of these commercials to show based
  on the viewer's preferences. For example, an automobile advertiser may want
  to advertise one of several models during the airing of a particular
  program, depending on each viewer's preferences. If the viewer's
  preferences suggest that the viewer is an outdoor enthusiast, the
  commercial might feature a sport utility vehicle.

    Platform for New Advertising Opportunities. The TiVo Service provides
  advertisers with a new platform to offer advertisements to viewers. For
  example, advertisers may be able to combine new advertising with recorded
  shows and special promotions to reach new and existing viewers. TiVo also
  intends to offer advertisers a new service, called iBuy, that will allow
  viewers to get more information about and possibly purchase a featured
  product or service using the TiVo remote. In this way, TiVo expects to
  create an interactive on-air shopping experience for the viewer.

  Benefits to Cable and Satellite Network Operators. The TiVo Service provides
a unique platform for network operators to reduce subscriber turnover and
create new sources of revenue. Key benefits offered to cable and satellite
network operators include the following:

    Ability to Differentiate Services. The TiVo Service allows network
  operators to differentiate and enhance their service offerings by making
  available programming more accessible to viewers, and enhancing viewer
  loyalty by offering subscribers the ability to customize their viewing
  experience.

    Platform for New Service Opportunities. The TiVo Service can also provide
  new sources of revenue for network operators. For example, the TiVo Service
  provides a platform upon which network operators can record a number of
  pay-per-view movies onto the personal video recorder from which subscribers
  can choose to purchase and view at their convenience, with the added
  ability to pause rewind, skip and fast forward.

TiVo Strategy

  TiVo's objective is to establish the TiVo Service as a new platform for
delivering richer television programming, advertising and in-home commerce. To
achieve this objective, TiVo intends to:

  Establish the TiVo Service as the Market Leader in Personal Television. TiVo
is a pioneer in the personal television industry. As the personal television
industry develops, TiVo intends to aggressively grow its subscriber base,
create specialized content to enhance the value of the TiVo Service, and
develop new ways to deliver effective targeted advertising. TiVo also intends
to augment these efforts through strategic partnerships with cable and
satellite network operators, television programmers, advertisers and consumer
electronics manufacturers. TiVo believes that establishing and maintaining a
market leadership position in personal television is critical to establishing
new sources of revenues and the overall growth of its business.


  Establish and Promote the TiVo Brand. TiVo believes that establishing the
TiVo brand is critical to attracting subscribers, advertisers and strategic
partners. TiVo intends to dedicate substantial resources to promoting its
brand through multiple advertising and marketing channels, participating in
trade shows, sponsoring events, merchandising and by leveraging existing and
future strategic partnerships.

  Leverage Partnerships to Accelerate Market Acceptance. TiVo believes that
leveraging the market presence, brand recognition and distribution resources
of established television industry participants will help it establish broad
consumer awareness and acceptance of the TiVo Service and personal television.
TiVo intends

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<PAGE>

to continue to establish partnerships with leading television industry
participants to expand its subscriber base, provide content and develop and
distribute a wide variety of devices that enable the TiVo Service.

  .  Network Operators and Other Content Distributors. TiVo intends to
     establish partnerships with an increasing number of network operators,
     including cable and satellite operators. TiVo believes that agreements
     with these companies will provide access to a large and established base
     of viewers who are likely to purchase the TiVo Service. Relationships
     with these companies will also provide opportunities to develop
     additional devices that enable the TiVo Service and provide specialized
     programming to viewers. For example, TiVo's agreement with DIRECTV
     provides for a variety of assisted and joint marketing activities
     targeting DIRECTV's installed base of subscribers.

  .  Networks and Other Television Programmers. TiVo intends to establish
     partnerships with an increasing number of television programmers,
     including broadcast and premium-service providers. TiVo believes that
     partnerships with these companies can increase the amount and diversity
     of customized content available on the TiVo Service and provide a
     significant opportunity to offer specialized programming to viewers.
     Partnerships with these companies also provide TiVo with opportunities
     to develop new interactive services for viewers, such as iPreview and
     iBuy. Currently, TiVo has relationships with NBC, HBO, Showtime, FliX,
     E! Entertainment and The Movie Channel. Many of these relationships
     provide for the delivery of Network Showcases and other specialized
     programming to viewers.

  .  Consumer Electronic Manufacturers. TiVo intends to establish
     partnerships with consumer electronic and other device manufacturers for
     the development, manufacture and marketing of devices that enable the
     TiVo Service. TiVo believes this strategy will accelerate the growth of
     the market for personal television. TiVo currently has a strategic
     relationship with Philips, who will manufacture the personal video
     recorder, assist in developing a TiVo/DIRECTV combination receiver and
     spearhead our retail launch.

  .  Advertisers.  TiVo intends to pursue partnerships with advertisers in an
     effort to generate new revenue streams. TiVo believes that garnering
     advertiser support for the TiVo Service will accelerate the market
     acceptance for personal television. TiVo also believes that its
     proprietary software and other technology embedded in the personal video
     recorder and the TiVo Service will enable advertisers to reach desired
     viewers more effectively. Not only will advertisers be better equipped
     to reach consumers with specific tastes or preferences, viewers will
     receive more information about products in which they are likely to be
     interested.

  Offer an Increasing Range of Programming and Features. TiVo intends to offer
new programming and features in order to enhance the value of the TiVo Service
and create new sources of revenue. TiVo's technology allows for frequent
updates and improvements to the programming and features offered on the TiVo
Service. This enables TiVo to quickly develop and market new features and
services such as iBuy and iPreview. TiVo intends to develop other features,
such as sports highlights, condensed news programs and other specialized
programming.

  Encourage the Development of New Devices Enabling the TiVo Service. TiVo
intends to work in partnership with consumer electronics manufacturers and
others in developing new and complementary products that enable the TiVo
Service, such as televisions, DVD players or satellite television receivers.
This strategy is based on TiVo's belief that the TiVo Service enhances the
value of other television, entertainment and home theater products and
services. In pursuing these relationships, TiVo expects to continue to grant
broad licensing rights to its technology and intends to create a set of
standards that will allow consumer electronics manufacturers to embed the
technology that enables the TiVo Service in home entertainment products. TiVo
anticipates that the broad licensing of its technology will accelerate its
subscriber growth, enhance its market position and strengthen the TiVo brand.

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What Viewers Experience Using the TiVo Service

  The TiVo Service is designed to appeal to a broad consumer base by being
easy-to-use and intuitive. The TiVo Service gives viewers the ability to
control and personalize television by letting them watch what they want when
they want. Navigation through the TiVo Service's menu-driven interface starts
from the TiVo Central screen.

  TiVo Central. TiVo Central is the main screen on the TiVo Service and is the
first screen seen by the viewer when the television is turned on. TiVo Central
can also be accessed from anywhere in the TiVo Service by pushing the TiVo
button on the TiVo remote. Most of the recording and viewing features
available on the TiVo Service can be accessed through this screen. An example
of TiVo Central is shown below:

[Screen shot of TiVo Central appears here.]

  Now Showing. The Now Showing screen allows viewers to easily choose from
their customized lineup of shows, which have been recorded and are stored on
the personal video recorder. For each show, viewers can get detailed
information, including a description of the show and its recorded time.
Viewers can also see when the program will be deleted from the personal video
recorder and can change the deletion time if desired.

[Screen shot of Now Showing appears here.]

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<PAGE>

  Network Showcases Screen. The Network Showcases screen can be used by
television programmers and advertisers to feature selected programming and
products. Network Showcases are separately categorized by each programmer.
Within their own Network Showcase, programmers can customize the manner in
which they highlight and package shows. In the future, we believe that
programmers will create a unique look and feel for their Network Showcases and
may include promotional video clips and trailers. Network Showcases screens
are shown below:

[Screen shots of the main Network Showcases screens appear here.]

  Pick Programs to Record. Pick Programs to Record allows viewers to easily
select shows to be recorded. Viewers can choose to select shows by name,
channel or time. In addition, viewers can choose from a list of shows
recommended by the TiVo Service based upon their individual preferences.
Examples of Pick Programs to Record screens are shown below:

[Screen shot of the Pick Programs to Record screens appear here.]

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<PAGE>

  On-Air Program Guide. The TiVo Service includes an easy-to-use on-air
program guide that allows viewers to browse through available programming and
receive information about upcoming shows. The on-air program guide includes a
brief description of the program, the personalities featured and time and
channel for viewing.

[Screen shot of the Watch Live TV screen appears here.]

  TiVolution Magazine. TiVolution Magazine features theme-based collections of
shows and other content compiled by TiVo's editorial staff.

[Screen shot of the main Network Showcase screen appears here.]

How TiVo Works

  The TiVo Service relies on three key components: the personal video
recorder, the TiVo remote control and the TiVo Broadcast Center. Individually,
each of these components serves a vital function in the TiVo Service.

                                      37
<PAGE>

  The Personal Video Recorder. The personal video recorder was initially
designed and developed by TiVo, and enables the basic functionality of the
TiVo Service. The personal video recorder automatically records live
television while the viewer is watching, which allows the viewer to control
live television. The current version of the personal video recorder, however,
cannot record a different show while concurrently watching live television.
Two models of the personal video recorder are currently available, one
supporting up to 14 hours of recorded programming and one supporting up to 30
hours of recorded programming. The personal video recorder works with analog
broadcast, cable and digital satellite systems. TiVo expects that future
versions of the personal video recorder will be incorporated with cable or
satellite receivers into a single device.

  After the initial set-up, the TiVo personal video receiver will
automatically dial into the TiVo Broadcast Center via telephone on a nightly
basis to download the program guide data and other elements of the TiVo
Service, such as Network Showcases and other programs or features. Software
upgrades to the personal video recorder are also delivered directly via the
phone line at no charge.

  When enabled with the TiVo Service, the personal video recorder also stores
the subscribers' viewing preferences. Based on these preferences, the TiVo
Service ranks every show listed in the on-air program guide and then
recommends the highest ranked shows to the viewer. If there is available
storage capacity in the personal video recorder, the personal video recorder
may automatically record the show or shows with the highest ranking.

  The TiVo Service uses an advanced disk scheduling technique, which manages
the recording and deletion of programs on the system. This allows viewers to
select programming to record well in advance of airing and receive
confirmation that the selected program will be recorded, even if the length of
the programming selected for recording exceeds the then available storage
capacity on the recorder.

  TiVo expects that the vast majority of purchasers of the personal video
recorder will activate the TiVo Service. However, if the TiVo Service is not
enabled or is subsequently cancelled, the personal video recorder provides
viewers basic capabilities, including pause, rewind and fast forward
navigation of live or recorded television, and the ability to record selected
programs by manually programming the personal video recorder without the aid
of the TiVo Service.

  The TiVo Remote Control. The TiVo remote control can operate both the
personal video recorder and the viewer's television. Using the TiVo remote
control, a viewer is able to take advantage of the functionality of the TiVo
Service, including navigation of programming, selection of shows to be
recorded and advanced viewing features. The TiVo remote control also enables
viewers to indicate personal preferences through the use of the Thumbs Up or
Thumbs Down buttons. As the TiVo Service is expanded, the TiVo remote control
will accommodate expanded functionality associated with new features,
services, promotions and programming options.

  The TiVo Broadcast Center. The TiVo Broadcast Center is a series of computer
servers that manage all of TiVo's programming and service data. The TiVo
Broadcast Center distributes proprietary services and specialized content such
as TiVo's on-air program guides, Network Showcases, TiVolution Magazine and
other content provided by TiVo and its partners. The TiVo Broadcast Center is
designed to be a platform for future services, such as iPreview, iBuy and
other interactive services. Presently, the data contained in the TiVo
Broadcast Center is communicated to each personal video recorder automatically
on a nightly basis through the subscriber's phone line. Upgrades to the
software that runs the TiVo Service are also provided automatically over this
phone line. In the future, TiVo expects to utilize satellite and cable
bandwidth to transmit data and communicate information from the TiVo Broadcast
Center to the personal video recorder.

Strategic Partnerships

  TiVo's success depends on its ability to quickly build a large subscriber
base, integrate TiVo functionality into a broad range of consumer electronic
products, and develop new services and programming to enhance the

                                      38
<PAGE>

TiVo Service. In order to better achieve these goals, TiVo has chosen to
aggressively pursue strategic partnerships with:

  . cable and satellite network operators;

  . television programmers;

  . consumer electronics manufacturers; and

  . suppliers of key components of the TiVo technology.

  By working with strategic partners to develop a business model that
complements the businesses of other industry stakeholders, TiVo is seeking to
aggressively develop personal television as a major category of home
entertainment.

  Through its partnerships, TiVo's personal video recorders and other devices
will be manufactured and distributed through retail and other channels. These
partners will also provide access to a large number of potential subscribers
and the resources to effectively market and promote the TiVo Service. In
addition, these partnerships will allow TiVo to provide its subscribers with
richer content, including Network Showcases, previews and promotions of
upcoming shows and other specialized viewing options on the TiVo Service. Some
of TiVo's major partnerships include:

                     DIRECTV. DIRECTV has agreed to promote TiVo and the TiVo
  [DIRECTV logo]     Service to its seven million subscribers. DIRECTV will
                     provide a variety of marketing and sales support,
                     including commercial air time on the DIRECTV system,
                     access to DIRECTV subscribers for targeted mailings and
                     placement on its web site and in its on-air magazine.
                     DIRECTV will also make a portion of the high bandwidth
                     capacity of DIRECTV's satellite network available to
                     TiVo. TiVo intends to use this capacity to expand and
                     enrich the TiVo Service offered to DIRECTV subscribers.


                     DIRECTV has taken an equity position in TiVo. In
                     addition, DIRECTV will share in specified revenues TiVo
                     receives that relate to subscribers to the TiVo Service
                     who also subscribe to the DIRECTV satellite service.

  [NBC logo]         NBC Multimedia. TiVo will work with NBC to produce weekly
                     Network Showcases and other programming packages that
                     highlight current and upcoming NBC programs. These NBC
                     programming packages and specials will also be featured
                     in TiVolution Magazine. TiVo also granted NBC
                     preferential placement on its Network Showcases screen.
                     TiVo and NBC have agreed to feature each other as
                     partners on their respective web sites.


                     NBC has taken an equity position in TiVo and will receive
                     certain rights with respect to TiVo's couch commerce and
                     Internet services if such services are enabled on the
                     TiVo Service.

  [Philips logo]     Philips. Philips has agreed to manufacture, market and
                     distribute personal video recorders that enable the TiVo
                     Service. Philips will market co-branded personal video
                     recorders with TiVo and support the TiVo Service in
                     retail channels. Philips also has a license to TiVo's
                     technology for developing, marketing and promoting other
                     products that enable the TiVo Service. For example,
                     Philips has agreed to work with TiVo and DIRECTV to
                     develop and release an integrated device that enables the
                     TiVo Service and the DIRECTV satellite service.


                     Philips has taken an equity position in TiVo. TiVo has
                     agreed to offset certain of Philips' manufacturing costs
                     by paying a subsidy to Philips for each personal

                                      39
<PAGE>

                     video recorder that Philips manufactures and sells. TiVo
                     has also agreed to share a portion of the TiVo Service
                     subscription revenues it receives from purchasers of the
                     personal video recorders and other devices manufactured
                     by Philips that enables the TiVo Service.

                     Quantum. Quantum has agreed to develop and supply the
  [Quantum logo]     hard disk drives used in personal video recorders that
                     enable the TiVo Service. Under the agreement, TiVo or a
                     designated third-party buyer may purchase from Quantum up
                     to an agreed number of hard disk drives at a discount. In
                     addition, Quantum has agreed to work with TiVo to
                     customize its hard disk drives for devices that enable
                     the TiVo Service. Quantum and TiVo have also agreed to
                     work together in advertising and promoting TiVo and the
                     TiVo Service.


                     Quantum received warrants to purchase TiVo's preferred
                     stock in connection with this agreement. TiVo has also
                     agreed to share a portion of the TiVo Service
                     subscription revenues it receives from the personal video
                     recorders and other devices equipped with Quantum hard
                     disk drives on which TiVo received a discount from
                     Quantum.

Sales and Marketing

  TiVo is building a team of sales and marketing professionals whose efforts
are focused on establishing the TiVo brand, educating consumers on the
features and benefits of the TiVo Service and personal television, and
promoting sales of personal video recorders and other devices that enable the
TiVo Service. TiVo anticipates that retail stores will be the dominant
distribution channel for its products and services and is establishing direct
relationships with potential retail partners. TiVo's marketing team maintains
an on-going dialogue with viewers via research and other consumer response
vehicles to ensure that TiVo continues to deliver services that match viewers'
needs.

  TiVo began selling personal video recorders and subscriptions to the TiVo
Service on March 31, 1999. To date, these sales have been made directly to
consumers, principally through TiVo's web site, www.tivo.com, and its toll-
free number, 1-877-FOR-TIVO. Philips plans to begin distributing co-branded
personal video recorders at national and regional retail chains in the second
half of 1999, in time for the 1999 holiday selling season.

  Philips will take primary responsibility for selling personal video
recorders to retailers and supporting the retail channel through marketing
efforts, in-store display materials and sales force training. TiVo, with the
assistance of DIRECTV, will support Philips' efforts by educating retailers
about personal video recorders and the TiVo Service and providing training
where necessary. In addition, DIRECTV plans to incorporate the TiVo logo in
certain of its in-store promotional materials starting in the first quarter of
2000. DIRECTV may also encourage its existing and prospective customers to
subscribe to the TiVo Service by offering promotional incentives such as
coupons or discounts on DIRECTV's service.

  In support of its expected retail launch, TiVo intends to initiate a
marketing campaign that utilizes print, outdoor, web and television
advertising. TiVo also intends to target certain DIRECTV subscribers with
direct mail and bill inserts. The goal of these efforts is to increase
awareness of the personal television category and to promote the TiVo brand as
the leader in this category. TiVo's marketing campaign will be augmented by a
significant advertising effort by Philips.

Privacy Policy

  TiVo has adopted a privacy policy which it makes available on its web site
and delivers to each new subscriber to the TiVo Service. This policy provides
that all information that identifies a viewer as a specific person, including
a viewer's name and address, will not be disclosed to anyone without the
viewer's consent.

                                      40
<PAGE>

  All information about viewers' preferences and how they use the TiVo Service
is separated from information that identifies a viewer personally, so that the
information becomes anonymous. TiVo may be able to use this anonymous
information to tell a broadcaster the percentage of TiVo viewers who recorded
a particular program, but TiVo will not know, nor be able tell the
broadcaster, which of its viewers did so, unless a viewer decides to provide
that information. No one at TiVo or anywhere else will ever know the kinds of
programs a viewer specifically watches or how they use the TiVo Service unless
the viewer chooses to provide that information. If a viewer does not want the
way in which they use their personal video recorder to be part of the
anonymous information that TiVo gathers and shares with other companies, they
can ask for a block on the release of this anonymous data.

  TiVo is able to send information to viewers' personal video recorders that
allows TiVo and other companies to customize viewers' television experience.
Neither TiVo nor the company supplying the customizing options will know which
options viewers' personal video recorders select to show. If a viewer does not
want this customizing information sent to their personal video recorder, they
can simply ask for a block on such customized information.

Competition

  The market for home entertainment goods and services is intensely
competitive, rapidly evolving and subject to rapid technological change. The
delivery of video and television programming is particularly competitive as
new products and services continue to be introduced and marketed. TiVo
believes that the principal competitive factors in these markets are name
recognition, performance, pricing, ease of use and functionality. Because the
personal television market is new and rapidly evolving, TiVo expects it will
face significant barriers in its efforts to secure broad market acceptance,
and intense competition at several different levels.

  Established competitors in the consumer electronics market. Personal
television competes in a consumer electronics market that is crowded with
several established products and services, especially products delivering
television programming and other home video entertainment. Personal video
recorders and the TiVo Service compete with products and technologies that
have established markets and proven consumer support, such as VCRs, DVD
players and cable and satellite television systems. To be successful, TiVo
believes it will need to spend significant resources to develop consumer
awareness of TiVo and the personal television product category.

  Internet-related companies and companies offering similar products and
services. TiVo faces competition from Internet service providers and other
Internet companies such as WebTV, America Online and X-TV. These competitors
are seeking to meld Internet browsing and traditional broadcast, cable or
satellite television programming into a single medium. For example, WebTV and
EchoStar Communications have released the DishPlayer, which is a product that
combines Internet access with a program guide and the ability to pause live
television. TiVo's primary competitor in the personal television market is
Replay Networks, Inc. Replay manufactures and markets a personal television
recorder that includes a hard disk drive and functionality similar to that of
the TiVo-enabled personal video receiver.

Research and Product Development

  From TiVo's inception until March 1999, TiVo's research and development
efforts were focused on designing and developing the personal video recorder
and the TiVo remote control, the TiVo Service and the TiVo Broadcast Center.
These activities included both hardware and software development. TiVo's
engineering staff is now focused on research and development in the following
three areas:

  Performance engineering. TiVo will continue to devote considerable
engineering resources to improving TiVo's essential technologies. TiVo's
engineers and customer support personnel work together to quickly identify and
correct potential performance errors. TiVo also continually works to identify,
develop and implement features and functionality that improve performance in
areas such as video and audio quality, speed, and ease of use.

                                      41
<PAGE>

  Platform engineering. Although TiVo does not intend to manufacture the
personal video recorder or other hardware products, the evolution of hardware
technology that enables the TiVo Service is a crucial element of TiVo's future
success. TiVo's hardware engineers are working with consumer electronics
manufacturers, component suppliers, and data storage suppliers to reduce the
manufacturing cost of the personal video recorder and integrate TiVo
functionality into other consumer electronics goods. For example, TiVo is
currently working with DIRECTV and Phillips to develop a DIRECTV satellite
receiver that enables the TiVo Service. Similarly, TiVo intends to integrate
the TiVo Service into components such as cable set-top boxes, televisions and
other consumer electronics products. TiVo intends to work with a broad range
of partners to develop its technology platform and establish TiVo as a de
facto standard for delivering personal television services.

  Service engineering. TiVo intends to continue to develop the TiVo Service,
offering new features and programming. TiVo has assembled a group of
experienced television and multimedia professionals to create specialized
programming for the TiVo Service. As part of this effort, the programming team
is currently in the process of building software and video development tools
that will enable networks and other content providers to create specialized
programming for the TiVo Service.

  TiVo's research and development expenses were $356,000 and $5.6 million for
the period from inception to December 31, 1997 and the year ended December 31,
1998, respectively, and $3.0 million for the six months ended June 30, 1999.
As of June 30, 1999, TiVo had 40 employees engaged in research and product
development activities.

Patents and Intellectual Property

  TiVo has adopted a proactive patent and trademark strategy designed to
protect all important aspects of its technology and intellectual property.
TiVo has filed nine patent applications and six provisional patents. TiVo has
also jointly filed a patent application with Quantum. The patent applications
that TiVo has 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 TiVo's technology, including hardware,
software, the TiVo Service functionality and appearance, network architecture,
manufacturing and international patent rights. TiVo has also filed patent
applications that cover technologies it intends to incorporate in future
versions of the TiVo Service and hardware. To date, none of these patents have
been granted, and there can be no assurance that any of these patents will
ever be granted.

  TiVo has filed trademark applications covering substantially all of its
trade dress, logos and slogans, including:

  . TiVo logo

  . Life's too short for bad TV

  . The way TV is meant to be

  . Viewergraphic

  . Viewergraphic Profiling System

  . Extensible Timeshifting Architecture

  . Thumbs Up logo

  . Thumbs Down logo

  These applications are currently pending with the U.S. Patent and Trademark
Office. Additionally, TiVo has international trademark applications pending
for its TiVo logo. TiVo has licensed the use of its name and logo to some of
its strategic partners. See "Risk Factors--Our success depends on our ability
to secure and protect patents, trademarks and other proprietary rights."

                                      42
<PAGE>

Employees

  As of June 30, 1999, TiVo had 98 full-time employees and 2 part-time
employees. TiVo expects its workforce to increase substantially over the next
12 months. See "Risk Factors--Our business is expanding rapidly and our
failure to manage growth could harm our business and operating results."

Facilities

  TiVo has 29,122 square feet of space in a facility located in Sunnyvale,
California, under a lease that expires in March 2000. Beginning in July 1999,
TiVo will lease an additional 3,854 square feet of space in the same facility.
TiVo's lease to this additional space will expire in June 2000. TiVo is
currently searching for a larger facility and expects to move its operations
by the end of the year.

Legal Matters

  TiVo is not currently engaged in any legal proceedings.

                                      43
<PAGE>

                                  MANAGEMENT

Executive Officers, Directors and Key Employees

  Our executive officers, directors and key employees and their ages as of
July 15, 1999, are as follows:

<TABLE>
<CAPTION>
                 Name                 Age                     Position
                 ----                 ---                     --------
 <C>                                  <C> <S>
 Executive Officers and Directors
 Michael Ramsay (1)..................  49 Chairman of the Board, Chief Executive Officer
                                           and President
 James Barton (1)....................  41 Vice President of Research and Development,
                                           Chief Technical Officer and Director
 David H. Courtney...................  40 Vice President of Finance and Chief Financial
                                           Officer
 Geoffrey Y. Yang (1) (2) (3)........  40 Director
 Stewart Alsop (1) (3)...............  47 Director
 Randy Komisar (1) (3)...............  44 Director
 Larry N. Chapman (2)................  44 Director
 Thomas S. Rogers....................  44 Director
 Michael J. Homer (2)................  41 Director
 Key Employees
 Ta-Wei Chien........................  44 Vice President of Engineering and Operations
 Morgan P. Guenther..................  45 Vice President of Business Development
 Stacy Jolna.........................  47 Vice President of Programming and Network
                                           Relations
 Michael A. Mutz.....................  47 Vice President of Sales
 Karrin Nicol........................  39 Vice President of Human Resources
 Mark Roberts........................  39 Chief Information Officer
 Geof Rochester......................  39 Vice President of Marketing
 Robert P. Vallone...................  41 Vice President of Service Operations and
                                           Customer Service
</TABLE>
-----------------------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.

  Michael Ramsay is a co-founder of TiVo and has served as TiVo's Chairman of
the Board of Directors, Chief Executive Officer and President since its
inception in August 1997. From April 1996 to July 1997, Mr. Ramsay was the
Senior Vice President of the Silicon Desktop Group for SGI, 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 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 SGI's 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.
Mr. Ramsay holds a B.S. degree in Electrical Engineering from the University
of Edinburgh, Scotland.

  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 its
inception. 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 SGI 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 of the Systems Software

                                      44
<PAGE>

Division of SGI. 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.

  David H. Courtney joined TiVo in March 1999 as its Chief Financial Officer.
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 a
Vice President. Mr. Courtney holds a B.A. degree in Economics from Dartmouth
College and an M.B.A. degree from Stanford University.

  Geoffrey Y. Yang has served as a director of TiVo since October 1997. Since
1989, Mr. Yang has been a general partner of Institutional Venture Partners, a
venture capital firm. Mr. Yang is a director of MMC Networks, Inc., a
developer of network processors, and Ask Jeeves, Inc., a provider of natural-
language question answering services on the Internet. Mr. Yang holds a B.A.
degree in economics from Princeton University, a B.S.E. degree in Engineering
and Management Systems from Princeton University and an M.B.A. degree from
Stanford University.

  Stewart Alsop has served as a director of TiVo since October 1997. Since
1998, Mr. Alsop has served as a general partner at New Enterprise Associates,
a venture capital investment firm. Mr. Alsop was a Venture Partner at New
Enterprise Associates from 1996 to 1998. From June 1991 to 1996, Mr. Alsop
served as Senior Vice President and Editor-in-Chief of InfoWorld Media Group,
Inc., which publishes InfoWorld, a weekly newspaper for information-technology
professionals. Mr. Alsop also serves on the board of directors of Macromedia
Inc., an Internet software company. He holds a B.A. degree in English from
Occidental College.

  Randy Komisar has served as a director of TiVo since March 1998. Since 1996,
Mr. Komisar has been "virtual CEO" and advisor to various startup companies.
Since November 1997, Mr. Komisar has served as Chairman of IQ.commerce Corp.,
an online promotions and merchandising services company. Mr. Komisar was
President and Chief Executive Officer of Crystal Dynamics Inc., a video game
development and publishing company, between May 1995 and June 1996. He served
as President and Chief Executive Officer of LucasArts Entertainment Company, a
film production company, between January 1994 and May 1995. Mr. Komisar holds
a B.A. degree in Economics from Brown University and a J.D. degree from
Harvard Law School.

  Larry N. Chapman has served as a director of TiVo since April 1999. Since
1998, Mr. Chapman has been the Executive Vice President of DIRECTV, Inc., a
leading digital television service provider and a unit of Hughes Electronics
Corporation. Prior to serving as Executive Vice President of DIRECTV,
Mr. Chapman served in a number of capacities for DIRECTV since its inception
in 1990, including Senior Vice President of Special Markets and Distribution,
Senior Vice President of Programming, and Vice President of Business Affairs
and Development. Mr. Chapman holds a B.S. degree and M.S. degree in Electrical
Engineering from the University of Florida.

  Thomas S. Rogers has served as a director of TiVo since April 1999. Since
November 1992, he has been President of NBC Cable and since 1988, Executive
Vice President of National Broadcasting Company, Inc. Mr. Rogers founded NBC's
major cable networks, CNBC and MSNBC, and international operations and is
responsible for overseeing and coordinating NBC's interests in cable and new
media. Prior to joining NBC in 1987, Mr. Rogers served as Senior Counsel to
the House Subcommittee on Telecommunications, Consumer Protection and Finance.
Mr. Rogers is a member of the board of managers of SNAP! LLC and the board of
directors of NBC Multimedia, Inc., Rainbow Media Holdings Inc. and A&E
Television Network, and has been nominated to serve on the board of directors
of NBC Internet, Inc. Mr. Rogers is Chairman of the International Council of
the National Academy of Television Arts and Sciences. He also serves on the
board of directors of the International Radio & Television Society. Mr. Rogers
graduated from Wesleyan University and received a J.D. degree from Columbia
Law School.

                                      45
<PAGE>

  Michael J. Homer has served as a director of TiVo since July 1999. Mr. Homer
has been employed with Netscape Communications Corporation, an Internet
software company, since October 1994 and has served as Netscape's Executive
Vice President and General Manager, Web Site Division, since March 1998. From
July 1997 to March 1998, he was Executive Vice President of Sales and
Marketing for Netscape, and from October 1994 to July 1997, he served as
Netscape's Vice President of Marketing. Prior to joining Netscape, Mr. Homer
served as Vice President of Engineering for GO Corporation. Mr. Homer holds a
B.S. degree in Finance from the University of California at Berkeley.

  Ta-Wei Chien has served as Vice President of Engineering and Operations
since February 1999. 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.

  Morgan P. Guenther has served as Vice President of Business Development
since June 1999. Since March 1998, Mr. Guenther was a partner of the law firm
of Paul, Hastings, Janofsky & Walker LLP. From 1990 to March 1998, Mr.
Guenther was a partner at the law firm of Farella, Brawn & Martel. Mr.
Guenther holds J.D. and B.A. degrees from the University of Colorado and an
M.B.A. degree from the University of San Francisco.

  Stacy Jolna has served as Vice President of Programming and Network
Relations since May 1998. Prior to joining TiVo, Mr. Jolna had served as a
Vice President at WebTV Networks Inc., an Internet services company and
subsidiary of Microsoft Corp. since May 1997. From December 1981 to February
1996, Mr. Jolna was employed by Cable News Network, most recently serving as a
Vice President. Mr. Jolna holds a B.S. degree from State University of New
York and an M.S. degree in Journalism from Boston University.

  Michael A. Mutz has served as Vice President of Sales since June 1999. Prior
to joining TiVo, Mr. Mutz served as Vice President of Operations at U.S.
Cellular Corporation, a wireless services provider, since January 1995. From
1983 to December 1994, Mr. Mutz was employed with AT&T Corporation. Mr. Mutz
holds a B.S. degree in Electrical Engineering from the United States Military
Academy and a Master of Management degree from J.L. Kellogg Graduate School of
Management.

  Karrin Nicol joined TiVo in July 1999 as Vice President of Human Resources.
From 1987 to 1999, Ms. Nicol was employed with SGI, most recently as Director
of Human Resources. Prior to that, Ms. Nicol served in various positions at
Fairchild Semiconductor Corporation. Ms. Nicol holds a B.S. degree in Food and
Nutrition from California State University, Chico.

  Geof Rochester joined TiVo in July 1999 as Vice President of Marketing.
Prior to joining TiVo, Mr. Rochester served as Senior Vice President of Sales
and Marketing at Comcast Cable Communications, Inc., from 1995 to 1998.
Previously, Mr. Rochester had served as Senior Vice President and Vice
President of Marketing at Radisson Hotels Worldwide from 1990 to 1995. Mr.
Rochester holds a B.S. degree in Business Administration from Georgetown
University and an M.B.A. degree from the Wharton School at the University of
Pennsylvania.

  Mark Roberts has served as Chief Information Officer since March 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.

  Robert P. Vallone has served as Vice President of Service Operations and
Customer Service since March 1999. From November 1998 to April 1999, Mr.
Vallone served as Director of Operations for TiVo. Prior to joining TiVo, Mr.
Vallone served as Director of Engineering at SGI since October 1993. Mr.
Vallone holds a B.S. degree in Experimental Psychology from Cornell
University. From 1980 to 1985, Mr. Vallone worked on a Ph.D. in Experimental
Psychology at Stanford University.

                                      46
<PAGE>

Board Composition

  The number of directors is fixed by resolution of the board of directors.
Upon the closing of this offering, the number of directors will remain set at
eleven. In accordance with the terms of our Amended and Restated Certificate
of Incorporation, the terms of office of the members of the board of directors
will be divided into three classes, with each class holding office for
staggered three year terms: the Class I directors' term will expire at the
annual meeting of stockholders to be held in 2000, the Class II directors'
terms will expire at the annual meeting of stockholders to be held in 2001,
and the Class III directors' terms will expire at the annual meeting of
stockholders to be held in 2002. We anticipate that the Class I directors will
include Messrs. Ramsay, Yang and Komisar, the Class II directors will include
Messrs. Barton, Homer and Alsop, and the Class III directors will include
Messrs. Rogers and Chapman, the Series H nominee and the Series I nominee. Any
additional directorships resulting from an increase in the number of directors
will be distributed among the three classes so that, as nearly as possible,
each class will consist of one-third of the directors. This classification of
the board of directors may have the effect of delaying or preventing changes
in control or management. Under Delaware law, directors may be removed for
cause by the affirmative vote of the holders of a majority of the common
stock. Messrs. Alsop and Yang were elected to the board of directors pursuant
to a voting agreement by and among TiVo and some of its principal
stockholders. Messrs. Chapman, and Rogers were elected to the board of
directors pursuant to preferred stock rights held by some of TiVo's
stockholders. In addition, the Series H and Series I nominees are to be
elected to the board pursuant to preferred stock rights held by some of TiVo's
stockholders. These voting agreements and these rights will terminate upon the
completion of this offering. Each of our current directors will continue to
serve on the board of directors upon completion of this offering.

Board Compensation

  Directors who are also our executive officers do not receive any additional
compensation for serving as members of the board of directors or any committee
of the board. Under our 1999 Non-Employee Directors' Stock Option Plan, non-
employee directors are granted a nonstatutory option to purchase 20,000 shares
of common stock under the directors' plan on the date on which such person is
first elected or appointed a director. Options initially granted under our
directors' plan vest over a two year period at a rate of 1/24th per month. In
addition, on the day after each of our annual meetings of stockholders,
starting with the annual meeting in 2001, each non-employee director will
automatically receive an option for 10,000 shares if the director has been a
non-employee director for at least the prior eighteen months. This option will
be fully vested. The exercise price of options under the directors' plan will
be equal to the fair market value of the common stock on the date of grant.
For more information, please see "1999 Non-Employee Directors' Stock Option
Plan."

Board Committees

  Executive Committee. The executive committee has broad discretionary
authority to take most actions which may be taken by the board of directors,
including acting upon recommendations of other committees of the board of
directors, declaring a dividend, authorizing the issuance of stock and
administering our stock plans. Actions the executive committee is not
authorized to take include amending our certificate of incorporation or
bylaws, adopting an agreement of merger or consolidation or appointing members
to committees of our board of directors. The executive committee typically
meets once per month and reports to the board of directors on a quarterly
basis. The executive committee consists of Messrs. Ramsay, Barton, Yang, Alsop
and Komisar.

  Audit Committee. The audit committee is responsible for, among other things,
making recommendations to the board of directors regarding the engagement of
our independent public accountants, reviewing with the independent public
accountants the plans and results of the audit engagement, approving
professional services provided by the independent public accountants, and
reviewing the adequacy of our internal accounting controls. The audit
committee consists of Messrs. Yang, Chapman and Homer.

  Compensation Committee. The compensation committee is responsible for
determining salaries and incentives compensation for our directors, officers,
employees and consultants and administering our stock option incentive plans.
The compensation committee consists of Messrs. Alsop, Komisar and Yang.

                                      47
<PAGE>

Compensation Committee Interlocks and Insider Participation

  The members of our compensation committee are Messrs. Alsop, Komisar and
Yang. None of the members of our compensation committee of the board of
directors is currently or has been, at any time since our formation, an
officer or employee. Prior to the formation of the compensation committee, all
decisions regarding compensation for directors, officers, employees and
consultants and administration of stock and incentive plans were made solely
by the board of directors.

Executive Compensation

  The following table sets forth information for the year ended December 31,
1998, regarding the compensation of our chief executive officer and our other
most highly compensated executive officer whose salary and bonus for such year
was in excess of $100,000 on an annualized basis. We refer to these
individuals as our named executive officers. There were no other executive
officers of TiVo whose salary and bonus for that year were in excess of
$100,000 on an annualized basis.

                          Summary Compensation Table

<TABLE>
<CAPTION>
                         Annual Compensation
                         ----------------------
   Name and Principal                                 Long-Term         All Other
        Position         Salary($)    Bonus($)   Compensation Awards Compensation($)
------------------------ -----------  ---------  ------------------- ---------------
<S>                      <C>          <C>        <C>                 <C>
Michael Ramsay.......... $   150,000   $    --           --               $ --
 Chairman of the Board,
 Chief Executive Officer
 and President                                                              --
James Barton............     148,764        --           --
 Vice President of
 Research and
 Development and Chief
 Technical Officer
</TABLE>

Option Grants in Last Fiscal Year

  There were no stock option grants to our named executive officers during the
fiscal year ended December 31, 1998. In June 1999 we granted options to
purchase 650,000 shares of common stock to Michael Ramsay and 100,000 shares
of common stock to James Barton. The exercise price per share for each of
these option grants was $6.50.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

  There were no option exercises by the named executive officers during the
fiscal year ended December 31, 1998. There were no options held by the named
executive officers at December 31, 1998.

Stock Plans

 Amended and Restated 1997 Equity Incentive Plan

  The board adopted, and the stockholders approved, the 1997 Equity Incentive
Plan in October 1997. The board amended and restated the 1997 incentive plan
as the Amended and Restated 1997 Equity Incentive Plan on March 16, 1999, and
our stockholders approved the amendments on April 9, 1999.

  Share Reserve. We have reserved 4,000,000 shares for issuance under the 1997
equity incentive plan. If stock awards granted under the 1997 equity incentive
plan expire or otherwise terminate without being exercised, the shares not
acquired pursuant to such stock awards again become available for issuance
under the 1997 equity incentive plan.

  Administration. The board administers the 1997 equity incentive plan unless
it delegates administration to a committee. The board has the authority to
construe, interpret and amend the 1997 equity incentive plan as well as to
determine:

  . the grant recipients;

  . the grant dates;

                                      48
<PAGE>

  .  the number of shares subject to the award;

  .  the exercisability of the award;

  .  the exercise price;

  .  the type of consideration; and

  .  the other terms of the award.

  Eligibility. The board may grant incentive stock options that qualify under
Section 422 of the Internal Revenue Code to employees of TiVo or its
affiliates. The board may grant nonstatutory stock options, stock bonuses and
restricted stock purchase awards to employees, directors and consultants of
TiVo or its affiliates.

  . A stock option is a contractual right to purchase a specified number of
    our shares at a specified price (exercise price) for a specified period
    of time.

  . An incentive stock option is a stock option that has met the requirements
    of Section 422 of the Internal Revenue Code. Such an option is free from
    regular income tax at both the date of grant and the date of exercise. If
    two holding period tests are met, two years between grant date and sale
    date and one year between exercise date and sale date, the profit on the
    option is long-term capital gain income. If the holding periods are not
    met, there has been a disqualifying disposition, and the difference
    between the exercise price and the fair market value of the shares on the
    exercise date will be taxed at ordinary income rates. The difference
    between the fair market value on date of exercise and the exercise price
    is an item of alternative minimum tax unless there is a disqualifying
    disposition in the year of exercise.

  . A nonstatutory stock option is a stock option not meeting the Internal
    Revenue Code criteria for qualifying incentive stock options and,
    therefore, triggering a tax upon exercise. This type of option requires
    payment of state and federal income tax and, if applicable, FICA/FUTA on
    the difference between the exercise price and the fair market value on
    the exercise date.

  . A restricted stock purchase award is an offer to purchase shares at a
    price either at or near the fair market value of the shares. A stock
    bonus, on the other hand, is a grant of our shares at no cost to the
    recipient in consideration for past services rendered. However, we may
    reacquire the shares under either type of award at the original purchase
    price, which is zero in the case of a stock bonus, if the recipient's
    service to TiVo and its affiliates is terminated before the shares vest.

  The board may not grant an incentive stock option to any person who, at the
time of the grant, owns, or is deemed to own, stock possessing more than 10%
of the total combined voting power of TiVo or any affiliate of TiVo, unless
the exercise price is at least 110% of the fair market value of the stock on
the grant date and the option term is five years or less. In addition, the
aggregate fair market value, determined at the grant date, of incentive stock
option shares that are exercisable for the first time during a calendar year
under the 1997 equity incentive plan and all other stock plans of TiVo and its
affiliates may not exceed $100,000.

  Section 162(m) of the Internal Revenue Code, among other things, denies a
deduction to publicly held corporations for certain compensation paid to
specific employees in a taxable year to the extent that the compensation
exceeds $1,000,000. When we become subject to Section 162(m), the board may
not grant options under the 1997 equity incentive plan to a person covering an
aggregate of more than 500,000 shares in any 12 month period.

  Option Terms. The board may grant options with an exercise price of 100% or
more of the fair market value of a share of our common stock on the grant
date. The maximum option term is 10 years. The board may provide for exercise
periods of any length in individual option grants, subject to certain
limitations. However, generally an option terminates three months after the
optionholder's service to TiVo and its affiliates terminates. If such
termination is due to the optionholder's disability, the exercise period
generally is extended to 12 months. If such termination is due to the
optionholder's death or if the optionholder dies within three months after his
or her service terminates, the exercise period generally is extended to 18
months following death.

                                      49
<PAGE>

  The board can provide that a nonstatutory stock option (but not an incentive
stock option) will be transferable. The optionholder may designate a
beneficiary to exercise the option following the optionholder's death.
Otherwise, the option exercise rights will pass by the optionholder's will or
by the laws of descent and distribution.

  Terms of Other Stock Awards. The board determines the purchase price of
other stock awards but it may not be less than the fair market value of our
common stock on the grant date. The board may award stock bonuses in
consideration of past services without a purchase payment. Shares sold or
awarded under the 1997 equity incentive plan may, but need not be, restricted
and subject to a repurchase option in favor of TiVo in accordance with a
vesting schedule that the board determines. The board, however, may accelerate
the vesting of such restricted stock.

  Other Provisions. Transactions not involving receipt of consideration by
TiVo, such as a merger, consolidation, reorganization, stock dividend, or
stock split, may change the class and number of shares subject to the 1997
equity incentive plan and to outstanding awards. In that event, the board will
appropriately adjust the 1997 equity incentive plan as to the class and the
maximum number of shares subject to the 1997 equity incentive plan and subject
to the Section 162(m) limit. It also will adjust outstanding awards as to the
class, number of shares and price per share subject to such awards.

  Upon certain changes in control of TiVo as provided under the 1997 equity
incentive plan, the surviving entity may either assume or replace outstanding
awards under the 1997 equity incentive plan. Otherwise, the vesting and
exercisability of the awards generally will accelerate. In addition, depending
upon the status of the participant, an award will ordinarily become vested as
to 25% or 50% of the shares, even if it was assumed or replaced, if, within 13
months after the change in control, the participant is discharged other than
for cause or voluntarily resigns for good reason, as specified in the 1997
equity incentive plan.

  Awards Granted. As of June 30, 1999, we had issued 2,471,958 shares upon the
exercise of options under the 1997 equity incentive plan, 399,937 of which
have been repurchased and 1,423,727 of which are subject to repurchase;
options to purchase 1,215,907 shares at a weighted average exercise price of
$0.46 were outstanding; and 116,902 shares remained available for future
grant. As of June 30, 1999, the board had granted 195,233 shares as part of
stock awards under the 1997 equity incentive plan.

  Plan Termination. The 1997 equity incentive plan will terminate in 2007
unless the board terminates it sooner.

 1999 Equity Incentive Plan

  Our board adopted the 1999 Equity Incentive Plan on March 16, 1999, and our
stockholders approved it on April 9, 1999. Our board and stockholders amended
the 1999 equity incentive plan on July 14, 1999.

  Share Reserve. We have reserved 4,200,000 shares for issuance under the 1999
equity incentive plan, subject to adjustment in the event of certain capital
changes. On December 31 of each year, for 10 years, beginning in 1999, the
number of shares in the reserve automatically will be increased by the greater
of:

  . 7% of our outstanding shares on a fully-diluted basis; or

  . 4,000,000 shares.

However, no more than 40,000,000 shares will be available for incentive stock
options. If stock awards granted under the equity incentive plan expire or
otherwise terminate without being exercised, the shares not acquired pursuant
to such stock awards again become available for issuance under the 1999 equity
incentive plan.

                                      50
<PAGE>

  Administration. The board administers the 1999 equity incentive plan unless
it delegates administration to a committee. The board has the authority to
construe, interpret and amend the 1999 equity incentive plan as well as to
determine:

  . the grant recipients;

  . the grant dates;

  . the number of shares subject to the award;

  . the exercisability of the award;

  . the exercise price;

  . the type of consideration; and

  . the other terms of the award.

  Eligibility. The board may grant incentive stock options that qualify under
Section 422 of the Internal Revenue Code to employees of TiVo or its
affiliates. The board may grant nonstatutory stock options, stock bonuses and
restricted stock purchase awards to employees, directors and consultants of
TiVo or its affiliates.

  The board may not grant an incentive stock option to any person who, at the
time of the grant, owns, or is deemed to own, stock possessing more than 10%
of the total combined voting power of TiVo or any affiliate of TiVo, unless
the exercise price is at least 110% of the fair market value of the stock on
the grant date and the option term is five years or less. In addition, the
aggregate fair market value, determined at the grant date, of incentive stock
option shares that are exercisable for the first time during a calendar year
under the 1999 equity incentive plan and all other stock plans of TiVo and its
affiliates may not exceed $100,000.

  Section 162(m) of the Internal Revenue Code, among other things, denies a
deduction to publicly held corporations for certain compensation paid to
specific employees in a taxable year to the extent that the compensation
exceeds $1,000,000. When we become subject to Section 162(m), the board may
not grant options under the 1999 equity incentive plan to an employee covering
an aggregate of more than 1,000,000 shares in any calendar year.

  Option Terms. The board may grant options with an exercise price of 100% or
more of the fair market value of a share of our common stock on the grant
date. The maximum option term is 10 years. The board may provide for exercise
periods of any length in individual option grants, subject to certain
limitations. However, generally an option terminates three months after the
optionholder's service to TiVo and its affiliates terminates. If such
termination is due to the optionholder's disability, the exercise period
generally is extended to 12 months. If such termination is due to the
optionholder's death or if the optionholder dies within three months after his
or her service terminates, the exercise period generally is extended to 18
months following death.

  The board can provide that a nonstatutory stock option, but not an incentive
stock option, will be transferable. The optionholder may designate a
beneficiary to exercise the option following the optionholder's death.
Otherwise, the option exercise rights will pass by the optionholder's will or
by the laws of descent and distribution.

  Terms of Other Stock Awards. The board determines the purchase price of
other stock awards but it may not be less than 100% of the fair market value
of our common stock on the grant date. The board may award stock bonuses in
consideration of past services without a purchase payment. Shares sold or
awarded under the 1999 equity incentive plan may, but need not be, restricted
and subject to a repurchase option in favor of TiVo in accordance with a
vesting schedule that the board determines. The board, however, may accelerate
the vesting of such restricted stock.

                                      51
<PAGE>

  Other Provisions. Transactions not involving receipt of consideration by
TiVo, such as a merger, consolidation, reorganization, stock dividend, or
stock split, may change the class and number of shares subject to the 1999
equity incentive plan and to outstanding awards. In that event, the board will
appropriately adjust the 1999 equity incentive plan as to the class and the
maximum number of shares subject to the 1999 equity incentive plan, subject to
the incentive stock option limitation and subject to the Section 162(m)
limitation. It also will adjust outstanding awards as to the class, number of
shares and price per share subject to such awards.

  Upon a change in control, the surviving entity may either assume or replace
outstanding awards under the 1999 equity incentive plan. Otherwise, the
vesting and exercisability of the awards generally will accelerate. In
addition, depending upon the status of the participant, an award will
ordinarily become vested as to 25% or 50% of the shares, even if it was
assumed or replaced, if, within 13 months after the change in control, the
participant is discharged other than for cause or voluntarily resigns for good
reason, as specified in the 1999 equity incentive plan.

  Awards Granted. As of June 30, 1999, we had issued 17,000 shares upon the
exercise of options under the 1999 equity incentive plan, none of which have
been repurchased and 17,000 of which are subject to repurchase; options to
purchase 1,945,605 shares at a weighted average exercise price of $5.65 were
outstanding; and 443,386 shares remained available for future grant. As of
June 30, 1999, the board had granted 94,009 shares as part of stock awards
under the 1999 equity incentive plan.

  Termination. The 1999 Equity Incentive Plan will terminate in 2009 unless
the board terminates it sooner.

 1999 Non-Employee Directors' Stock Option Plan

  Our board and the stockholders adopted the 1999 Non-Employee Directors'
Stock Option Plan on July 14, 1999. The plan became effective upon adoption by
the board. The directors' plan provides for the automatic grant to our non-
employee directors of options to purchase shares of our common stock.

  Share Reserve. We have reserved 500,000 shares of common stock for issuance
under the directors' plan, subject to adjustment in the event of certain
capital changes. Every year, on December 31, the number of shares in the
reserve automatically will increase by 100,000 shares. If options granted
under the directors' plan expire or otherwise terminate without being
exercised, the shares not acquired pursuant to such options again become
available for issuance under the directors' plan.

  Eligibility. Each person who was a non-employee director on July 14, 1999,
or is elected or appointed for the first time to be a non-employee director
after July 14, 1999, automatically received or will receive an initial option
to purchase 20,000 shares of common stock. The initial option will vest
monthly over two years at a rate of 1/24th per month. In addition, on the day
after each of our annual meetings of the stockholders, starting with the
annual meeting in 2001, each non-employee director will automatically receive
an option for 10,000 shares if the director has been a non-employee director
for at least the prior six months. However, with respect to the first annual
grant made to any non-employee director at least 18 months must have elapsed
between the initial grant to such person and the first annual grant to such
person. The annual grant will be fully vested.

  Administration. The board administers the directors' plan unless it
delegates administration to a committee. The board has the authority to
construe, interpret and amend the directors' plan, but the directors' plan
specifies the essential terms of the options.

  Option Terms. Options generally have an exercise price equal to 100% of the
fair market value of the common stock on the grant date. Prior to this initial
public offering, however, the exercise price of an option granted to a non-
employee director who owns (or is deemed to own) stock possessing more than
10% of the total combined voting power of all classes of stock of TiVo or any
of its affiliates must have an exercise price equal to 110% of the fair market
value of the common stock on the grant date. The option term is 10 years but
it

                                      52
<PAGE>

terminates three months after the optionholder's service as a director, an
employee or a consultant to TiVo or an affiliate terminates. If such
termination is due to the optionholder's disability, the exercise period is
extended to 12 months. If such termination is due to the optionholder's death
or if the optionholder dies within three months after his or her service
terminates, the exercise period is extended to 18 months following death.

  Other Provisions. The optionholder may transfer the option by gift to
immediate family or for estate-planning purposes. The optionholder also may
designate a beneficiary to exercise the option following the optionholder's
death. Otherwise, the option exercise rights will pass by the optionholder's
will or by the laws of descent and distribution. Transactions not involving
receipt of consideration by TiVo, such as a merger, consolidation,
reorganization, stock dividend, or stock split, may change the class and
number of shares subject to the directors' plan and to outstanding options. In
that event, the board will appropriately adjust the directors' plan as to the
class and the maximum number of shares subject to the directors' plan and
subject to future option grants. It also will adjust outstanding options as to
the class, number of shares and price per share subject to such options. Upon
a change in control of TiVo, the vesting and exercisability of outstanding
options will accelerate, and the options will terminate unless an acquiring
corporation assumes or replaces outstanding options.

  Options Issued. We have issued an aggregate of 120,000 shares under the
directors' plan.

  Termination. The directors' plan will terminate in 2009 unless the board
terminates it sooner.

 1999 Employee Stock Purchase Plan

  Our board and stockholders adopted the 1999 Employee Stock Purchase Plan on
July 14, 1999.

  Share Reserve. We have reserved 600,000 shares of our common stock for
issuance pursuant to purchase rights granted to employees of TiVo and
designated affiliates of TiVo. On December 31 of each year for 10 years,
beginning in 1999, the number of shares in the reserve automatically will be
increased by the lower of:

  .  5% of our outstanding shares on a fully-diluted basis;

  .  500,000 shares; or

  .  a smaller number of shares as determined by the board.

  Eligibility. The purchase plan is intended to qualify as an employee stock
purchase plan within the meaning of Section 423 of the Internal Revenue Code.
The purchase plan provides a means by which employees may purchase our common
stock through payroll deductions. We implement the purchase plan by offerings
of purchase rights to eligible employees. Generally, all full-time employees
who have been employed for at least 10 days may participate in the purchase
plan. However, no employee may participate in the purchase plan if immediately
after we grant the employee a purchase right, the employee has voting power
over, or the value of, 5% or more of the outstanding capital stock of TiVo or
an affiliate of TiVo.

  Administration. The board administers the purchase plan unless it delegates
it to a committee. The board has the authority to construe, interpret and
amend the purchase plan. Under the purchase plan, the board may specify
offerings of up to 27 months. The first offering will begin on the effective
date of this initial public offering. Unless the board otherwise determines,
common stock is purchased for accounts of participating employees at a price
per share equal to the lower of:

  .  85% of the fair market value of a share on the first day of the
     offering; or

  .  85% of the fair market value of a share on the purchase date.

  The board may provide that employees who become eligible to participate
after the offering period begins nevertheless may enroll in the offering.
These employees will purchase our stock at the lower of:

  .  85% of the fair market value of a share on the day they began
     participating in the purchase plan; or

  .  85% of the fair market value of a share on the purchase date.

                                      53
<PAGE>

  Participating employees may authorize payroll deductions of up to 15% of
their base compensation for the purchase of stock under the purchase plan.
Employees may end their participation in the offering at any time up to 10
days before a purchase date. Participation ends automatically on termination
of employment with TiVo and its affiliates.

  Other Provisions. The board may grant eligible employees purchase rights
under this plan only if the purchase rights together with any other purchase
rights granted under other employee stock purchase plans established by TiVo
or its affiliates, do not permit the employee's rights to purchase our stock
to accrue at a rate which exceeds $25,000 of the fair market value of our
stock for each calendar year in which the purchase rights are outstanding.
Transactions not involving receipt of consideration by TiVo, such as a merger,
consolidation, reorganization, stock dividend or stock split, may change the
class and number of shares subject to the purchase plan and to outstanding
options. In that event, the board will appropriately adjust the purchase plan
as to the class and the maximum number of shares subject to the purchase plan.
It will also adjust outstanding rights as to class, number of shares and
purchase limits of such outstanding rights.

  Upon a change in control of TiVo, the board may provide that the successor
corporation will assume or substitute for outstanding purchase rights.
Alternatively, the board may shorten the offering period and provide that our
stock will be purchased for the participants immediately before the change in
control.

  Shares Issued. We have not issued any shares under the purchase plan.

  Termination. The purchase plan will terminate when the share reserve is
exhausted unless the board terminates it sooner.

 401(k) Plan

  We maintain the TiVo Inc. 401(k) Retirement Plan for eligible employees. In
order to be a participant in the 401(k) plan, an employee must have attained
age 21. A participant may contribute up to 20% of his or her total annual
compensation to the 401(k) plan, or up to a statutorily prescribed annual
limit, if less. The annual limit for 1999 is $10,000. Each participant is
fully vested in his or her deferred salary contributions. Participant
contributions are held and invested by the 401(k) plan's trustee. We may make
discretionary contributions as a percentage of participant contributions,
subject to establish limits. To date, we have not made any contributions to
the 401(k) plan on behalf of the participants. The 401(k) plan is intended to
qualify under Section 401 of the Internal Revenue Code, so that contributions
by us or our employees to the 401(k) plan, and income earned on the 401(k)
plan contributions, are not taxable to employees until withdrawn from the
401(k) plan, and so that our contributions, if any, will be deductible by us
when made.

Limitation of Liability and Indemnification Matters

  Our Amended and Restated Certificate of Incorporation limits the liability
of directors to the maximum extent permitted by Delaware law. Delaware law
provides that a director of a corporation will not be personally liable for
monetary damages for breach of the fiduciary duties as a director except for
liability:

  .  for any breach of the director's duty of loyalty to TiVo or to our
     stockholders;

  .  for acts or omissions not in good faith or that involve intentional
     misconduct or a knowing violation of law;

  .  for unlawful payments of dividends or unlawful stock repurchases or
     redemptions as provided in Section 174 of the Delaware General
     Corporation Law; or

  .  for any transaction from which the director derives an improper personal
     benefit.

  Our bylaws provide that we shall indemnify our directors and executive
officers and may indemnify our officers, employees and other agents to the
full extent permitted by law. We believe that indemnification under our bylaws
covers at least negligence and gross negligence on the part of an indemnified
party. Our bylaws also require us to advance expenses incurred by directors
and executive officers in connection with the defense of

                                      54
<PAGE>

any action or proceeding, subject to several exceptions, arising out of the
status or service as one of our directors or executive officers upon an
undertaking by that party to repay these advances if it is ultimately
determined that the party is not entitled to indemnification. Furthermore, our
bylaws authorize us to enter into indemnification agreements with our
directors, officers, employees and agents and we intend to enter into these
agreements. A copy of the form of the indemnity agreement has been filed as an
exhibit to the registration statement of which this prospectus is part. We
also maintain directors' and officers' liability insurance.

  At present we are not aware of any pending litigation or proceeding
involving any of our directors, officers, employees or agents where
indemnification will be required or permitted. Furthermore, we are not aware
of any threatened litigation or proceeding that may result in a claim for such
indemnification.

  We are aware that the Securities and Exchange Commission considers
indemnification for liabilities arising under the Securities Act to be against
public policy. Even if our indemnification of our directors, officers and
controlling persons for liabilities arising under the Securities Act is
permitted under indemnification agreements, it would be unenforceable as a
matter of public policy.

                                      55
<PAGE>

                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Private Placement Financings

  On August 5, 1997, we sold 1,400,000 shares (split to 1,458,332 shares on
September 24, 1997) of common stock to each of our founders, Michael Ramsay
and James Barton. The aggregate purchase price for these shares was $10,080.

  Between September 24, 1997 and July 21, 1999, we sold an aggregate of
18,695,655 shares of preferred stock in the following rounds of financings:

  .  on September 24, 1997 and October 22, 1997, we sold an aggregate of
     5,000,000 shares of Series A preferred stock at a per share price of
     $0.60;

  .  on May 29, 1998, June 26, 1998 and July 27, 1998, we sold an aggregate
     of 3,660,914 shares of Series B preferred stock at a per share price of
     $1.26;

  .  on October 8, 1998, October 30, 1998 and December 22, 1998, we sold an
     aggregate of 2,513,513 shares of Series C preferred stock at a per share
     price of $1.85;

  .  on January 20, 1999, we sold 1,358,695 shares of Series D preferred
     stock at a per share price of $3.68;

  .  on March 19, 1999, we sold 270,270 shares of Series E preferred stock at
     a per share price of $7.40;

  .  on April 13, 1999, sold 405,405 shares of Series F preferred stock at a
     per share price of $7.40;

  .  on April 16, 1999, we sold 1,013,513 shares of Series G preferred stock
     at a per share price of $7.40;

  .  on April 23, 1999, we sold 1,351,351 shares of Series H preferred stock
     at a per share price of $7.40; and

  .  on July 21, 1999 we sold 3,121,994 shares of Series I preferred stock at
     a per share price of $10.41.

  Each of the foregoing private financings was made pursuant to preferred
stock purchase agreements and investor rights agreements. The terms of those
agreements, with the exception of amount and price, were substantially similar
for the Series A through Series I financings, under which we made standard
representations, warranties and covenants, and which provided the purchasers
with rights of first offer and registrations rights. All of the material terms
of the Series A through Series I agreements, with the exception of the
registration rights, will terminate upon the effective date of the
registration statement of which this prospectus is a part. For a description
of the registration rights, see "Description of Capital Stock--Registration
Rights." The purchasers of the preferred stock included, among others, the
following directors, entities associated with directors, and holders of 5% or
more of our common stock:

<TABLE>
<CAPTION>
                         Common     Common     Common     Common     Common     Common     Common   Warrants to
                       equivalent equivalent equivalent equivalent equivalent equivalent equivalent  purchase
                       shares of  shares of  shares of  shares of  shares of  shares of  shares of   shares of
                        Series A   Series B   Series C   Series D   Series F   Series G   Series H   Series A
                       preferred  preferred  preferred  preferred  preferred  preferred  preferred   preferred
  Investor(1)            stock      stock      stock      stock      stock      stock      stock       stock
  -----------          ---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
<S>                    <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Michael Ramsay(2)....    666,667        --        --          --        --          --         --        --
James Barton(3)......    166,667        --        --          --        --          --         --        --
Randy Komisar(4).....        --      24,800       --          --        --          --         --     52,083
Entities affiliated
 with New Enterprise
 Associates (Stewart
 Alsop)..............  2,000,000  1,587,302   594,595         --        --          --         --        --
Entities affiliated
 with Institutional
 Venture Partners
 (Geoffrey Y. Yang)..  2,000,000  1,587,302   594,595         --        --          --         --        --
DIRECTV, Inc (Larry
 N. Chapman).........        --         --        --          --    405,405         --         --        --
Vulcan Ventures
 Incorporated........        --         --        --    1,358,695       --          --         --        --
NBC Multimedia, Inc.
 (Thomas S. Rogers)..        --         --        --          --        --    1,013,513        --        --
Philips Venture
 Capital Fund B.V. ..        --         --        --          --        --          --   1,351,351       --
</TABLE>

                                      56
<PAGE>

---------------------
(1) Shares held by all affiliated persons and entities have been aggregated.
    See "Principal Stockholders" for more detail on shares held by these
    purchasers.
(2) Michael Ramsay is Chairman of the Board, Chief Executive Officer and
    President.
(3) James Barton is Vice President of Research and Development, Chief
    Technical Officer and a director.
(4) Randy Komisar is a director. His Series B preferred stock is held by his
    family trust, of which he is a trustee.

  The foregoing table has been adjusted to reflect the automatic conversion of
each outstanding share of Series A through I preferred stock into common stock
on a 1-for-1 basis upon the completion of this offering.

Other transactions with major stockholders and directors

  In connection with Mr. Komisar's appointment as a director in March 1998, he
received a warrant to purchase 52,083 shares of Series A preferred stock at an
exercise price of $0.60 per share. This warrant is fully exerciseable as of
the date of its issuance. The warrant expires on the closing of this offering.

  On April 8, 1999, we entered into a secured convertible debenture purchase
agreement with certain stockholders, including the following 5% stockholders:
(1) New Enterprise Associates VII, L.P., and (2) Institutional Ventures VII,
L.P. Under the terms of this agreement, we can borrow up to $3,000,000 at an
interest rate of 4.67% per annum. The debentures to be delivered by us for any
loan made under this agreement are convertible into common stock on a one-for-
one basis and secured substantially by all of our assets other than
intellectual property. The debentures mature on June 30, 2000. In conjunction
with the agreement, we issued warrants to purchase 81,522 shares of common
stock at an exercise price of $2.50 per share, including warrants to purchase
35,307 shares of common stock to New Enterprise VII, L.P. and warrants to
purchase 35,307 shares of common stock to Institutional Ventures VII, L.P.
These warrants expire on the closing of this offering.

  We intend to enter into indemnification agreements with our directors and
executive officers for the indemnification of and advancement of expenses to
these persons to the full extent permitted by law. We also intend to execute
these agreements with future directors and executive officers.

Agreement with DIRECTV, Inc.

  On April 13, 1999, in connection with the issuance and sale of Series F
preferred stock to DIRECTV, we issued an aggregate of 2,981,196 shares of our
common stock to DIRECTV, Inc. at a per share purchase price of $2.50. Pursuant
to the terms of a marketing agreement with DIRECTV, Inc., $2,822,168 of the
common stock purchase price was paid by a promissory note maturing in 36
months, $2,981 of the purchase price was paid in past services and $4,627,841
of the purchase price was to be paid by future services.

  Our marketing agreement with DIRECTV provides for the promotion and support
of our products and the TiVo Service on the DIRECTV satellite system. DIRECTV
has agreed to give us access to its seven million subscribers and to actively
market and promote TiVo and the TiVo Service. Specifically, DIRECTV has agreed
to use its commercially reasonable efforts to encourage retailers to
distribute our products and the TiVo Service. DIRECTV also has agreed to make
broadcast time available via its DIRECTV satellite broadcast system for
infomercials and commercials that promote the TiVo Service and our products.
DIRECTV has agreed to provide us with access to DIRECTV subscribers for the
purpose of mailing promotional materials relating to the TiVo Service and
products that enable the TiVo Service. Further, DIRECTV has agreed to include
advertising relating to our products and the TiVo Service on DIRECTV's website
and in DIRECTV's On and See magazines. DIRECTV has also agreed to make
available to us a specified level of bandwidth on the DIRECTV system to expand
and enrich the TiVo Service offered to DIRECTV subscribers. Finally, DIRECTV
and TiVo have agreed to work together with Philips or other manufacturers to
develop a combination DIRECTV/TiVo set-top receiver. In exchange for these
marketing and advertising obligations, DIRECTV will receive a percentage of
TiVo's revenue attributable to DIRECTV subscribers.

  Of the 2,981,196 shares granted to DIRECTV in connection with the marketing
agreement, 1,128,867 shares are subject to a right of repurchase held by TiVo.
Under the terms of the marketing agreement, we have the right to repurchase
all or a portion of these shares in specified circumstances.

                                      57
<PAGE>

Agreement with Philips Business Electronics B.V.

  On March 31, 1999, we entered into an agreement with Philips Business
Electronics B.V., an affiliate of a principal stockholder, for the
manufacture, marketing and distribution of personal video recorders that
enable the TiVo Service. Subject to specified limitations, this agreement
grants Philips the right to manufacture, market and sell personal video
recorders that enable the TiVo Service in North America. We also granted
Philips the right to manufacture, market and sell personal video recorders in
North America that incorporate both DIRECTV's satellite receiver and the TiVo
Service.

  We also granted Philips a license to our technology for the purpose of
manufacturing personal video recorders and other devices that enable the TiVo
Service. In addition, we have agreed to subsidize Philips' manufacture and
sale of the personal video recorders. The amount of the subsidy is formula-
based and periodically adjusted based on Phillips manufacturing costs and
selling prices. A portion of the subsidy is payable after shipment by Philips
and the balance is payable after the subscription is activated.

  In addition to this manufacturing subsidy, we have agreed to pay Philips a
fixed amount per month for each Philips-branded personal video recorder that
is owned by an active TiVo Service subscriber. Finally, our agreement with
Philips provides that Philips will spend a specified amount on marketing
activities related to Philips-branded personal video recorders that enable the
TiVo Service. After this initial marketing expenditure, Philips has also
agreed to dedicate a percentage of the net sales revenues that it receives
from personal video recorders that enable the TiVo Service to further
marketing activities.

Agreement with NBC Multimedia, Inc.

  On April 16, 1999, in connection with the issuance and sale of Series G
preferred stock to NBC Multimedia, Inc., we entered into an agreement with NBC
relating to the TiVo Service. Under the agreement, we granted NBC preferential
"anchor" placement on the Showcase screen of the TiVo Service. In addition,
NBC programming packages and specials will be featured in TiVolution Magazine
and NBC may include NBC promotions and/or featured programs for inclusion on
the materials packaged with each personal video recorder. TiVo and NBC will
feature each other as partners on their respective Internet websites with a
link to the other's website. We have also agreed to work with NBC to produce
weekly showcases and special programming packages that highlight current and
upcoming NBC programs.

  NBC also received certain rights with respect to our couch commerce and
Internet services should such services be enabled on the TiVo Service during
the term of our agreement with NBC. After our couch commerce area is launched,
NBC will receive free placement in such area to sell NBC merchandise. In the
event that we enable Internet connection for the TiVo Service during the term
of the NBC agreement, we will ensure that any links and/or web content
incorporated within NBC signals will be passed through to TiVo Service
viewers.

                                      58
<PAGE>

                            PRINCIPAL STOCKHOLDERS

  The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of July 21, 1999, and as adjusted
to reflect the sale of the shares of common stock offered hereby, by:

  . each person or group of affiliated persons who is known by us to own
    beneficially 5% or more of our common stock;

  . each of our directors and named executive officers; and

  . all of our directors and executive officers as a group.

  Unless otherwise indicated, the persons listed below have sole voting and
investment power with respect to shares of our common stock shown as
beneficially owned by them, subject to community property laws where
applicable. Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with respect to
securities. Percentage of beneficial ownership prior to the offering is based
on 27,011,031 shares of common stock outstanding as of July 21, 1999, and
shares of common stock outstanding after completion of the offering. In
accordance with the rules of the SEC, each beneficial owner's percentage
ownership assumes the exercise or conversion of all options, warrants and
other convertible securities held by such person and that are exercisable or
convertible 60 days after July 21, 1999. Each beneficial owner's percentage
ownership does not include any shares of common stock that such owner may
purchase in the offering. Except as otherwise noted, the address of each
person listed is c/o TiVo Inc., 894 Ross Drive, Suite 100, Sunnyvale, CA
94089.

<TABLE>
<CAPTION>
                                                           Percentage of Shares
                                               Number of    Beneficially Owned
                                                 Shares    --------------------
                                              Beneficially  Before     After
Beneficial Owner                                 Owned     Offering Offering(1)
----------------                              ------------ -------- -----------
<S>                                           <C>          <C>      <C>
Executive Officers and Directors
 Michael Ramsay(2)...........................   2,764,999    10.0
 James Barton(3).............................   1,724,999     6.4
 Geoffrey Y. Yang(4).........................   4,183,563    15.5
 Stewart Alsop(5)............................   4,183,563    15.5
 Randy Komisar(6)............................     182,716       *
 Larry N. Chapman(7).........................   3,388,267    12.5
 Thomas S. Rogers(8).........................   1,015,179     3.8
 Michael J. Homer(9).........................       1,666       *
5% Stockholders
 Entities Affiliated with Institutional
  Venture Partners(4)........................   4,181,897    15.5
  3000 Sand Hill Road
  Building 2, Suite 290
  Menlo Park, CA 94025
 Entities Affiliated with New Enterprise
  Associates(5)..............................   4,181,897    15.5
  2490 Sand Hill Road
  Menlo Park, CA 94025
 DIRECTV, Inc. ..............................   3,386,601    12.5
  2230 East Imperial Highway
  El Segundo, CA 90245
 Vulcan Ventures Incorporated................   1,358,695     5.0
  110 110th Avenue, N.E.
  Suite 550
  Bellevue, WA 98004
 Philips Venture Capital Fund B.V. ..........   1,351,351     5.0
  P.O. Box 77900
  1070 MX Amsterdam
  The Netherlands
 All executive officers and directors as a
  group (9 persons)(10)......................  17,699,770    63.3
</TABLE>
-----------------------
  * Represents beneficial ownership of less than one percent of the common
    stock.

                                      59
<PAGE>

 (1) Assumes no exercise of the Underwriters' over-allotment option. See
     "Underwriting." If the Underwriters' over-allotment option is exercised
     in full, we will sell up to     shares of common stock, and     shares of
     common stock will be outstanding after the completion of the offering.
 (2) Includes 650,000 shares Mr. Ramsay has the right to acquire pursuant to
     outstanding options exercisable within 60 days, none of which will have
     vested.
 (3) Includes 100,000 shares Mr. Barton has the right to acquire pursuant to
     outstanding options exercisable within 60 days, none of which will have
     vested.
 (4) Includes 4,006,440 shares of stock owned by Institutional Venture
     Partners VII, L.P. ("IVP"), 83,638 shares of stock owned by Institutional
     Venture Management VII, L.P. ("IVM VII") and 91,819 shares of stock owned
     by IVP Founders Fund I, L.P. ("FFI"). Mr. Yang, one of our directors, is
     a general partner of IVM VII, the general partner of IVP, and a general
     partner of Institutional Venture Management VI, L.P., the general partner
     of FFI. Mr. Yang disclaims beneficial ownership of these shares except to
     the extent of his individual partnership interests, but exercises shared
     voting and investment power with respect to these shares. Also includes
     1,666 shares subject to stock options exercisable within 60 days of July
     21, 1999.
 (5) Represents, (a) 41,667 shares held by NEA Presidents Fund, L.P., (b)
     8,333 shares held by NEA Ventures 1997, L.P., and (c) 4,131,897 shares
     held by New Enterprise Associates VII, L.P. Mr. Alsop, one of our
     directors, is a limited partner of NEA Partners VII, which is the general
     partner of New Enterprise Associates VII, L.P. Mr. Alsop disclaims
     beneficial ownership of such shares except to the extent of his pecuniary
     interests therein. Mr. Alsop is not a partner of NEA Presidents Fund L.P.
     or NEA Ventures 1997, L.P. Also includes 1,666 shares subject to stock
     options exercisable within 60 days of July 21, 1999.
 (6) Includes 156,250 shares Mr. Komisar acquired pursuant to the exercise of
     stock options, 58,593 shares of which will be vested within 60 days. All
     shares are held by Komisar/Dunn Family Trust, of which Mr. Komisar is a
     trustee. Also includes 1,666 shares subject to stock options exercisable
     within 60 days of July 21, 1999.
 (7) Includes 3,386,601 shares held by DIRECTV, Inc. Mr. Chapman is an officer
     of DIRECTV, Inc. and is a member of our board of directors. Mr. Chapman
     disclaims beneficial ownership of such shares. Also includes 1,666 shares
     subject to stock options exercisable within 60 days of July 21, 1999.
 (8) Includes 1,013,513 shares held by NBC Multimedia, Inc., a wholly owned
     subsidiary of National Broadcasting Company, Inc. Mr. Rogers is an
     officer of National Broadcasting Company, Inc. and is a member of our
     board of directors. Mr. Rogers disclaims beneficial ownership of such
     shares. Also includes 1,666 shares subject to stock options exercisable
     within 60 days of July 21, 1999.
 (9) Includes 1,666 shares subject to stock options exercisable within 60 days
     of July 21, 1999.
(10) Includes 939,814 shares subject to options exercisable within 60 days,
     9,996 of which will have vested. Also includes 231,250 shares acquired
     pursuant to the exercise of stock options, 58,593 shares of which will be
     vested within 60 days.

                                      60
<PAGE>

                         DESCRIPTION OF CAPITAL STOCK

  Upon completion of this offering, after giving effect to the conversion of
all outstanding shares of preferred stock into common stock and the filing of
our Amended and Restated Certificate of Incorporation, our authorized capital
stock will consist of 75,000,000 shares of common stock, $0.001 par value per
share, and 2,000,000 shares of preferred stock, $0.001 par value per share.

Common Stock

  As of July 21, 1999, there were 27,011,031 shares of common stock
outstanding held of record by 99 stockholders. The holders of common stock are
entitled to one vote for each share held of record on all matters submitted to
a vote of the stockholders.

  Subject to preferences that may be applicable to any outstanding shares of
preferred stock, the holders of common stock are entitled to receive ratably
such dividends as may be declared by the board of directors out of funds
legally available therefor. See "Dividend Policy." In the event of a
liquidation, dissolution or winding up, holders of our common stock are
entitled to share ratably in all assets remaining after payment of liabilities
and the liquidation preferences of any outstanding shares of preferred stock.
Holders of common stock have no preemptive rights and no right to convert
their common stock into any other securities. There are no redemption or
sinking fund provisions applicable to the common stock. All outstanding shares
of common stock are, and all shares of common stock to be outstanding upon
completion of this offering will be, fully-paid and nonassessable.

Preferred Stock

  There are, and upon completion of this offering, there will be, no shares of
preferred stock outstanding. The board of directors has the authority, without
further action by the stockholders, to issue up to 2,000,000 shares of
preferred stock, $.001 par value, in one or more series and to fix the powers,
preferences, privileges, rights and qualifications, limitations or
restrictions thereof, including dividend rights, conversion rights, voting
rights, terms of redemption, liquidation preferences, sinking fund terms and
the number of shares constituting any series or the designation of such
series, without any further vote or action by stockholders. We believe that
the board of directors' authority to set the terms of, and our ability to
issue, preferred stock will provide flexibility in connection with possible
financing transactions in the future. The issuance of preferred stock,
however, could adversely affect the voting power of holders of common stock,
and the likelihood that such holders will receive dividend payments and
payments upon liquidation and could have the effect of delaying, deferring or
preventing a change in control. We have no present plan to issue any shares of
preferred stock.

Warrants

  On April 8, 1999, we issued warrants to purchase an aggregate of 81,522
shares of our common stock at an exercise price of $2.50 per share to four of
our shareholders.

  On March 18, 1998, we issued a warrant to purchase 52,083 shares of our
Series A preferred stock at an exercise price of $0.60 per share to Randy
Komisar, one of our directors. On February 12, 1999, we issued a warrant to
purchase 60,813 shares of our Series B preferred stock at an exercise price of
$1.26 per share to Comdisco, Inc. On November 6, 1998, we issued a warrant to
purchase 324,325 shares of our Series C preferred stock at an exercise price
of $0.01 per share to Quantum Corporation. At the same time, we also issued
Quantum a warrant to purchase 543,478 shares of our Series D preferred stock
at an exercise price of $0.01 per share. On April 30, 1999, we issued a
warrant to purchase 1,250 shares of our Series E preferred stock at an
exercise price of $7.40 per share to Silicon Valley Bank. On July 21, 1999, we
issued a warrant to purchase 192,122 shares of our Series I preferred stock at
an exercise price of $10.41 per share to Creative Artists Agency, LLC.

  Generally, each warrant contains provisions for the adjustment of the
exercise price and the aggregate number of shares issuable upon exercise of
the warrant under certain circumstances, including stock dividends, stock
splits, reorganizations, reclassifications, consolidations and certain
dilutive issuances of securities at prices

                                      61
<PAGE>

below the then existing warrant price. Subject to specified limitations, the
warrants will expire upon the closing of an initial public offering of our
stock.

Registration Rights

  The holders of an aggregate of 21,676,851 shares of common stock, or their
transferees, are entitled to rights with respect to the registration of these
shares under the Securities Act. These rights are provided under the terms of
an investors rights agreement between us and the holders of these shares. In
the event our preferred stock warrant holders exercise their warrants they
will be added as parties to this agreement. Subject to specified limitations
in the investor rights agreement, the holders of these shares may require, on
two occasions at any time after September 1, 2001, that we use our best
efforts to register these shares for public resale, provided that the proposed
aggregate offering price of such shares exceeds $10 million. These holders
also have the right, in specified circumstances, to have these shares
registered by us on Form S-3. If we register any of our common stock either
for our own account or for the account of other security holders, the holders
of these shares are entitled to include their shares of common stock in the
registration. A holder's right to include shares in an underwritten
registration is subject to the ability of the underwriters to limit the number
of shares included in this offering. All fees, costs and expenses of such
registrations will be borne by us and all selling expenses, including
underwriting discounts, selling commissions and stock transfer taxes, will be
borne by the holders of the securities being registered.

Delaware Law and Certain Charter Provisions

  We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, an anti-takeover law. In general, the statute prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless
the business combination is approved in a prescribed manner. For purposes of
Section 203, a "business combination" includes a merger, asset sale or other
transaction resulting in a financial benefit to the interested stockholder,
and an "interested stockholder" is a person who, together with affiliates and
employees, owns or, within three years prior, did own 15% or more of the
corporation's voting stock.

  Our Amended and Restated Certificate of Incorporation and Bylaws also
require that, effective upon the closing of this offering, any action required
or permitted to be taken by our stockholders must be effected at a duly called
annual or special meeting of the stockholders and may not be effected by a
consent in writing. In addition, special meetings of our stockholders may be
called only by our board of directors, the Chairman of the Board or the Chief
Executive Officer. Our Amended and Restated Certificate of Incorporation and
bylaws also provide that directors may be removed only for cause by a vote of
a majority of the stockholders and that vacancies on the board of directors
created either by resignation, death, disqualification, removal or by an
increase in the size of the board of directors may be filled by a majority of
the directors in office, although less than a quorum. Our Amended and Restated
Certificate of Incorporation also provides for a classified board of directors
and specifies that the authorized number of directors may be changed only by
resolution of the board of directors. These provisions may have the effect of
deterring hostile takeovers or delaying changes in control or management. See
"Management--Board Composition."

California Foreign Corporation Law

  Pursuant to section 2115 of the California Corporations Code, under some
circumstances several provisions of the California Corporations Code may be
applied to foreign corporations qualified to do business in California
notwithstanding the law of the jurisdiction where the corporation is
incorporated. The corporations are referred to in this prospectus as "quasi-
California" corporations. Section 2115 applies to foreign corporations that
have more than half of their voting stock held by stockholders residing in
California and more than half of their business deriving from California,
measured on or after the 135th day of the corporation's fiscal

                                      62
<PAGE>

year. If we were determined to be a quasi-California corporation, we would
have to comply with California law with respect to, among other things,
elections of directors and distributions to stockholders. Under the California
Corporations Code, a corporation is prohibited from paying dividends unless:

  (1) the retained earnings of the corporation immediately prior to the
      distribution equals or exceeds the amount of the proposed distribution;
      or

  (2)(a) the assets of the corporation, exclusive of specific non-tangible
         assets, equal or exceed 1 1/4 times its liabilities, exclusive of
         specific liabilities; and

     (b) the current assets of the corporation at least equal its current
         liabilities. If the average pre-tax net earnings of the corporation
         before interest expense for the two years preceding the distribution
         was less than the average interest expense of the corporation for
         those years, however, the current assets of the corporation must
         exceed 1 1/4 times its current liabilities.

  Following this offering, we will be exempt from the application of Section
2115 until January 1, 2000, and thereafter in the event that more than half of
our voting stock is held by stockholders with residences outside of California
or is held by more than 800 persons.

Transfer Agent and Registrar

  Norwest Bank Minnesota, N.A. has been appointed as the transfer agent and
registrar for our common stock.

Listing

  We have applied for quotation of our common stock on the Nasdaq National
Market under the trading symbol TIVO.

                                      63
<PAGE>

                        SHARES ELIGIBLE FOR FUTURE SALE

  Prior to this offering, there has been no public market for our common
stock, and we cannot provide any assurances that a significant public market
for our common stock will develop or be sustained after this offering. Future
sales of substantial amounts of common stock, including shares issued upon
exercise of outstanding options and warrants, in the public market, or the
possibility of such sales occurring, could adversely affect prevailing market
prices for our common stock and impair our future ability to raise capital
through an offering of equity securities.

  After this offering, we will have outstanding     shares of common stock,
assuming no exercise of outstanding options. Of these shares, the   shares to
be sold in this offering or     shares if the underwriters' over-allotment
option is exercised in full, will be freely tradable in the public market
without restriction under the Securities Act, unless such shares are held by
our "affiliates," as that term is defined in Rule 144 under the Securities
Act.

  The remaining 27,011,031 shares outstanding upon completion of this offering
will be "restricted securities" as that term is defined under Rule 144. We
issued and sold the restricted shares in private transactions in reliance on
exemptions from registration under the Securities Act. Restricted shares may
be sold in the public market only if they are registered or if they qualify
for an exemption from registration under Rule 144 or Rule 701 under the
Securities Act, as summarized below.

  Pursuant to the "lock-up" agreements between our directors, executive
officers and stockholders and the underwriters, the holders of      shares
have agreed not to offer, sell, pledge or otherwise dispose of, directly or
indirectly, or announce their intention to do the same, any of our common
stock or any security convertible into, or exchangeable or exercisable for our
common stock for a period of 180 days from the date of this offering. However,
the restrictions described in this paragraph do not apply to:

  .  transfers as a bona fide gift or gifts;
  .  transfers by an individual, either during his or her lifetime or on
     death by will or intestacy, to his or her immediate family or to a trust
     the beneficiaries of which are exclusively the holder of the securities
     and/or a member of his or her immediate family;
  .  distributions to limited partners or stockholders;
  .  transfers of our common stock purchased on the open market after this
     offering.

  We also have entered into an agreement with the underwriters that we will
not offer, sell or otherwise dispose of common stock for a period of 180 days
from the date of this offering. On the date of the expiration of the lock-up
agreements, all of the restricted shares will be eligible for immediate sale,
of which     shares will be subject to the volume, manner of sale and other
limitations under Rule 144.

  Following the expiration of the lock-up periods, some shares issued upon
exercise of options that we granted prior to the date of this offering will
also be available for sale in the public market pursuant to Rule 701 under the
Securities Act. Rule 701 permits resales of such shares in reliance upon Rule
144 under the Securities Act but without compliance with the restrictions,
including the holding-period requirement, imposed under Rule 144. In general,
under Rule 144 as in effect at the closing of this offering, beginning 90 days
after the date of this prospectus, a person, or persons whose shares are
aggregated, who has beneficially owned restricted shares for at least one
year, including the holding period of any prior owner who is not an affiliate,
would be entitled to sell, within any three-month period, a number of shares
that does not exceed the greater of:

  .  1% of the then-outstanding shares of common stock; or
  .  the average weekly trading volume of the common stock during the four
     calendar weeks preceding the filing of a Form 144 with respect to such
     sale.

                                      64
<PAGE>

  Sales under Rule 144 are also subject to manner of sale and notice
requirements and to the availability of current public information about us.
Under Rule 144(k), a person who is not deemed to have been an affiliate at any
time during the 90 days preceding a sale and who has beneficially owned the
shares proposed to be sold for at least two years, including the holding
period of any prior owner who is not an affiliate, is entitled to sell these
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

  We intend to file, after the effective date of this offering, a registration
statement on Form S-8 to register approximately 9.3 million shares of common
stock reserved for issuance under the 1997 Amended and Restated Equity
Incentive Plan, the 1999 Equity Incentive Plan, the 1999 Non-Employee
Directors' Stock Option Plan and the 1999 Employee Stock Purchase Plan. The
registration statement will become effective automatically upon filing. Shares
issued under the foregoing plans after the filing of a registration statement
on Form S-8 may be sold in the public market, except for some holders, subject
to the Rule 144 limitations applicable to affiliates, the above-referenced
lock-up agreements and vesting restrictions imposed by us. Accordingly,
subject to the exercise of such options, shares registered under such
registration statement will be available for sale in the public market
immediately after the 180-day lock-up period expires.

  In addition, following this offering, the holders of 21,676,851 shares of
common stock will, under some circumstances, have rights to require us to
register their shares for future sale.

                                      65
<PAGE>

                                 UNDERWRITING

  Under the terms and subject to the conditions contained in an underwriting
agreement dated      , 1999, we have agreed to sell to the underwriters named
below, for whom Credit Suisse First Boston Corporation, BancBoston Robertson
Stephens, Thomas Weisel Partners LLC and Allen & Company Incorporated are
acting as representatives, the following respective numbers of shares of
common stock:

<TABLE>
<CAPTION>
                                                                      Number of
          Underwriter                                                  Shares
          -----------                                                 ---------
<S>                                                                   <C>
Credit Suisse First Boston Corporation...............................
BancBoston Robertson Stephens Inc. ..................................
Thomas Weisel Partners LLC...........................................
Allen & Company Incorporated.........................................
  Total..............................................................
</TABLE>

  The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of common stock in the offering if any are not
purchased, other than those shares covered by the over-allotment option
described below. The underwriting agreement also provides that if an
underwriter defaults, the purchase commitments of non-defaulting underwriters
may be increased or the offering of common stock may be terminated.

  We have granted to the underwriters a 30-day option to purchase on a pro
rata basis up to     additional shares at the initial public offering price
less the underwriting discounts and commissions. This option may be exercised
only to cover over-allotments of common stock.

  The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a concession of $     per share. The
underwriters and selling group members may allow a discount of $     per share
on sales to other broker/dealers. After the initial public offering, the
public offering price and concession and discount to broker/dealers may be
changed by the representatives.

  The following table summarizes the compensation and estimated expenses we
will pay:

<TABLE>
<CAPTION>
                                    Per Share                       Total
                          ----------------------------- -----------------------------
                             Without          With         Without          With
                          Over-allotment Over-allotment Over-allotment Over-allotment
                          -------------- -------------- -------------- --------------
<S>                       <C>            <C>            <C>            <C>
Underwriting discounts
 and commissions payable
 by us..................       $              $              $
Expenses payable by us..       $              $              $
</TABLE>

  The underwriters have informed us that they do not expect discretionary
sales to exceed 5% of the shares of common stock being offered.

  We and our officers and directors and other stockholders and optionholders
have agreed that we and they will not offer, sell, contract to sell, announce
our intention to sell, pledge or otherwise dispose of, directly or indirectly,
or file with the SEC a registration statement under the Securities Act
relating to, any additional shares of our common stock or securities
convertible into or exchangeable or exercisable for any shares of common stock
without the prior consent of Credit Suisse First Boston Corporation for a
period of 180 days after the date of this prospectus.

  The underwriters have reserved for sale, at the initial public offering
price, up to     shares of the common stock for employees, directors and other
persons associated with us who have expressed an interest in purchasing common
stock in the offering. The number of shares available for sale to the general
public in the offering will be reduced to the extent such persons purchase
reserved shares. Any reserved shares not so purchased will be offered by the
underwriters to the general public on the same terms as the other shares.

                                      66
<PAGE>

  We have agreed to indemnify the underwriters against liabilities under the
Securities Act, or contribute to payments which the underwriters may be
required to make in that respect.

  We have applied to list our shares of common stock on the Nasdaq National
Market under the symbol TIVO.

  Prior to this offering, there has been no public market for the common
stock. The initial public offering price will be determined by negotiation
between us and the representatives. The principal factors to be considered in
determining the public offering price include:

  .  the information set forth in this prospectus and otherwise available to
     the representatives;

  .  the history and the prospects for the industry in which we will compete;

  .  the ability of our management;

  .  our prospects for future earnings; the present state of our development
     and our current financial condition;

  .  the general condition of the securities markets at the time of this
     offering; and

  .  the recent market prices of, and the demand for, publicly traded common
     stock of generally comparable companies.

  The representatives, on behalf of the underwriters, may engage in over-
allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
1934.

  .  Over-allotment involves syndicate sales in excess of the offering size,
     which creates a syndicate short position.

  .  Stabilizing transactions permit bids to purchase the underlying security
     so long as the stabilizing bids do not exceed a specified maximum.

  .  Syndicate covering transactions involve purchases of the common stock in
     the open market after the distribution has been completed in order to
     cover syndicate short positions.

  .  Penalty bids permit the representatives to reclaim a selling concession
     from a syndicate member when the common stock originally sold by the
     syndicate member are purchased in stabilizing transaction or a syndicate
     covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the common stock to be higher than it would
otherwise be in the absence of such transactions. These transactions may be
effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

  In July 1999, we issued an aggregate of 3,121,994 shares of our Series I
preferred stock at a per share price of $10.41. Allen & Company Incorporated
acted as the placement agent for this private placement for which it received
a customary fee for its services.


                                      67
<PAGE>

                         NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

  The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of common stock are effected. Accordingly, any resale of the common
stock in Canada must be made in accordance with applicable securities laws
which will vary depending on the relevant jurisdiction, and which may require
resales to be made in accordance with available statutory exemptions or
pursuant to a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of the common stock.

Representations of Purchasers

  Each purchaser of common stock in Canada who receives a purchase
confirmation will be deemed to represent to us and the dealer from whom the
purchase confirmation is received that:

  .  such purchaser is entitled under applicable provincial securities laws
     to purchase such common stock without the benefit of a prospectus
     qualified under such securities laws;

  .  where required by law, that such purchaser is purchasing as principal
     and not as agent; and

  .  such purchaser has reviewed the text above under "Resale Restrictions".

Rights of Action (Ontario Purchasers)

  The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario Securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

Enforcement of Legal Rights

  All of the issuer's directors and officers as well as the experts names
herein may be located outside of Canada and, as a result, it may not be
possible for Canadian purchasers to effect service of process within Canada
upon the issuer or such persons. All or a substantial portion of the assets of
the issuer and such persons may be located outside of Canada and, as a result,
it may not be possible to satisfy a judgment against the issuer or such
persons in Canada or to enforce a judgment obtained in Canadian courts against
such issuer or persons outside of Canada.

Notice to British Columbia Residents

  A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one such
report must be filed in respect of common stock acquired on the same date and
under the same prospectus exemption.

Taxation and Eligibility for Investment

  Canadian purchasers of common stock should consult their own legal and tax
advisors and with respect to the tax consequences of an investment in the
common stock in their particular circumstances and with respect to the
eligibility of the common stock for investment by the purchaser under relevant
Canadian legislation.

                                      68
<PAGE>

                                 LEGAL MATTERS

  The validity of the issuance of the common stock offered hereby will be
passed upon for us by Cooley Godward LLP, Palo Alto, California. Certain legal
matters in connection with the offering will be passed upon for the
underwriters by Shearman & Sterling, Menlo Park, California.

                                    EXPERTS

  The financial statements of TiVo Inc. as of December 31, 1997 and 1998 and
for the period from August 4, 1997 (Inception) to December 31, 1997, and for
the year ended December 31, 1998 included in this prospectus and registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

  A registration statement on Form S-1, including amendments thereto, relating
to the common stock offered by this prospectus has been filed by us with the
SEC. This prospectus, which constitutes a part of the Registration Statement,
does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information with
respect to us and the common stock offered by this prospectus, reference is
made to the registration statement, exhibits and schedules. A copy of the
registration statement may be inspected by anyone without charge at the public
reference facilities maintained by the SEC at 450 Fifth Street, NW, Judiciary
Plaza, Washington, D.C. 20549, and copies of all or any part thereof maybe
obtained from the SEC upon payment of the fees prescribed by the SEC. The SEC
maintains a World Wide Web site that contains reports, proxy and information
statements and other information filed electronically with the SEC. The
address of the site is http://www.sec.gov.

                                      69
<PAGE>

                                   TIVO INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Report of Independent Public Accountants................................... F-2
Balance Sheets............................................................. F-3
Statements of Operations................................................... F-4
Statements of Stockholders Equity.......................................... F-5
Statements of Cash Flows................................................... F-6
Notes to Financial Statements.............................................. F-7
</TABLE>

                                      F-1
<PAGE>

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of TiVo Inc.:

  We have audited the accompanying balance sheets of TiVo Inc. (a Delaware
corporation in the development stage) as of December 31, 1997 and 1998, and
the related statements of operations, stockholders' equity and cash flows for
the period from August 4, 1997 (Inception) to December 31, 1997, and for the
year ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

  In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TiVo Inc. as of December
31, 1997 and 1998, and the results of its operations and its cash flows for
the period from August 4, 1997 (Inception) to December 31, 1997, and for the
year ended December 31, 1998, in conformity with generally accepted accounting
principles.

                                          /s/ ARTHUR ANDERSEN LLP

San Francisco, California,
January 15, 1999

                                      F-2
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                               December 31,
                          ------------------------                   Pro forma
                             1997         1998      June 30, 1999  June 30, 1999
                          ----------  ------------  -------------  -------------
                                                     (unaudited)    (unaudited)
<S>                       <C>         <C>           <C>            <C>
         ASSETS
CURRENT ASSETS:
 Cash and cash
  equivalents...........  $2,110,000  $  2,248,000  $ 11,967,000   $ 12,297,000
 Short-term
  investments...........      20,000       164,000     7,623,000      7,623,000
 Accounts receivable,
  net of allowance for
  doubtful accounts of
  $14,000 as of June 30,
  1999..................         --            --        502,000        502,000
 Inventories............         --        120,000     1,202,000      1,202,000
 Prepaid expenses and
  other.................      57,000       219,000     1,068,000      1,068,000
                          ----------  ------------  ------------   ------------
 Total current assets...   2,187,000     2,751,000    22,362,000     22,692,000

PROPERTY AND EQUIPMENT,
 net of accumulated
 depreciation of
 $15,000, $170,000, and
 $352,000 as of December
 31, 1997, December 31,
 1998, and June 30,
 1999, respectively.....     361,000       792,000     1,442,000      1,442,000
                          ----------  ------------  ------------   ------------
 Total assets...........  $2,548,000  $  3,543,000  $ 23,804,000   $ 24,134,000
                          ==========  ============  ============   ============
 LIABILITIES AND STOCK-
     HOLDERS' EQUITY
LIABILITIES:
 Bank overdraft.........  $      --   $    442,000  $    989,000   $    989,000
 Accounts payable.......     117,000       305,000       688,000        688,000
 Accrued liabilities....      26,000       675,000     2,210,000      2,210,000
 Deferred revenue.......         --            --        142,000        142,000
 Current portion of
  obligations under
  capital lease ........         --            --        112,000        112,000
                          ----------  ------------  ------------   ------------
 Total current
  liabilities...........     143,000     1,422,000     4,141,000      4,141,000
 Long-term portion of
  obligations under
  capital lease.........         --            --        558,000        558,000
                          ----------  ------------  ------------   ------------
 Total liabilities......     143,000     1,422,000     4,699,000      4,699,000
                          ----------  ------------  ------------   ------------


STOCKHOLDERS' EQUITY:
 Convertible preferred
  stock, par value
  $0.001:
 Authorized shares at
  December 31, 1997,
  1998, June 30, 1999
  (unaudited) and pro
  forma June 30, 1999
  (unaudited), are
  5,200,000, 13,000,000,
  20,100,000 and
  23,415,000,
  respectively
 Issued and outstanding
  shares at December 31,
  1997, 1998, June 30,
  1999 (unaudited) and
  pro forma June 30,
  1999 (unaudited) are
  5,000,000, 11,174,427,
  15,573,661 and 0,
  respectively. (See
  Note 7) ..............  $2,990,000  $ 12,242,000  $ 39,580,000   $        --
 Common stock, par value
  $0.001:
 Authorized shares at
  December 31, 1997,
  1998, June 30, 1999
  (unaudited) and pro
  forma June 30, 1999
  (unaudited) are
  25,500,000,
  25,500,000,
  40,000,000, and
  50,000,000,
  respectively.
 Issued and outstanding
  shares at December 31,
  1997, December 31,
  1998, June 30, 1999
  (unaudited), and pro
  forma June 30, 1999
  (unaudited), are
  2,916,664, 5,216,937,
  8,291,876, and
  24,929,008,
  respectively..........       3,000         5,000         8,000         25,000
Additional paid-in
 capital................       7,000       190,000    22,727,000     62,620,000
Deferred compensation...         --            --     (2,746,000)    (2,746,000)
Prepaid marketing
 expenses...............         --            --    (15,698,000)   (15,698,000)
Note receivable.........         --            --     (2,822,000)    (2,822,000)
Losses accumulated
 during the development
 stage..................    (595,000)  (10,316,000)  (21,944,000)   (21,944,000)
                          ----------  ------------  ------------   ------------
 Total stockholders'
  equity................   2,405,000     2,121,000    19,105,000     19,435,000
                          ==========  ============  ============   ============
 Total liabilities and
  stockholders' equity..  $2,548,000  $  3,543,000  $ 23,804,000   $ 24,134,000
                          ==========  ============  ============   ============
</TABLE>


        The accompanying notes are an integral part of these statements.

                                      F-3
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                           Period from
                         August 4, 1997                                            Period from
                         (Inception), to Year Ended       Six Months Ended       August 4, 1997
                          December 31,    December            June 30,           (Inception), to
                              1997           31,      -------------------------     June 30,
                           (unaudited)      1998         1998          1999           1999
                         --------------- -----------  -----------  ------------  ---------------
                                                      (unaudited)  (unaudited)     (unaudited)
<S>                      <C>             <C>          <C>          <C>           <C>
Subscription revenues...   $      --     $       --   $       --   $      8,000   $      8,000
Costs and expenses:
  Cost of services......          --             --           --      1,170,000      1,170,000
  Research and
   development..........      356,000      5,614,000    1,809,000     2,999,000      8,969,000
  Sales and marketing...       28,000      1,277,000      356,000     3,784,000      5,089,000
  Sales and marketing--
   related parties......          --             --           --        382,000        382,000
  General and
   administrative.......      241,000      2,946,000      903,000     3,024,000      6,211,000
  Stock-based
   compensation.........          --             --           --        187,000        187,000
  Other operating
   expense, net.........          --             --           --        189,000        189,000
                           ----------    -----------  -----------  ------------   ------------
    Loss from
     operations.........     (625,000)    (9,837,000)  (3,068,000)  (11,727,000)   (22,189,000)
Interest income.........       49,000        116,000       35,000       277,000        442,000
Interest expense and
 other..................      (19,000)           --       (13,000)     (178,000)      (197,000)
                           ----------    -----------  -----------  ------------   ------------
    Net loss............   $ (595,000)   $(9,721,000) $(3,046,000) $(11,628,000)  $(21,944,000)
                           ==========    ===========  ===========  ============   ============
  Net loss per share
    Basic and diluted...   $    (0.20)   $     (2.21) $     (0.79) $      (1.75)  $      (4.74)
                           ==========    ===========  ===========  ============   ============
    Weighted average
     shares.............    2,916,664      4,406,449    3,839,586     6,632,917      4,630,429
                           ==========    ===========  ===========  ============   ============
  Pro forma net loss per
   share:
    Basic and diluted...                 $     (0.80)              $      (0.56)
                                         ===========               ============
    Weighted average
     shares.............                  12,135,082                 20,745,255
                                         ===========               ============
</TABLE>



        The accompanying notes are an integral part of these statements.

                                      F-4
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                      STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                                     Losses
                        Convertible                                                                               Accumulated
                      Preferred Stock       Common Stock    Additional                   Prepaid                   During the
                   ---------------------- -----------------   Paid-in      Deferred     Marketing       Note      Development
                     Shares     Amount     Shares    Amount   Capital    Compensation    Expense     Receivable      Stage
                   ---------- ----------- ---------  ------ -----------  ------------  ------------  -----------  ------------
<S>                <C>        <C>         <C>        <C>    <C>          <C>           <C>           <C>          <C>
BALANCE, AUGUST
4, 1997..........         --  $       --        --   $  --  $       --   $       --    $        --   $       --   $        --
 Issuance of
 common stock for
 cash............         --          --  2,916,664   3,000       7,000          --             --           --            --
 Issuance of
 Series A
 preferred stock
 at $0.60 per
 share for cash..   5,000,000   2,990,000       --      --          --           --             --           --            --
 Net loss........         --          --        --      --          --           --             --           --       (595,000)
                   ---------- ----------- ---------  ------ -----------  -----------   ------------  -----------  ------------
BALANCE, DECEMBER
31, 1997.........   5,000,000   2,990,000 2,916,664   3,000       7,000          --             --           --       (595,000)
 Issuance of
 Series B
 preferred stock
 at $1.26 per
 share for cash..   3,660,914   4,609,000       --      --          --           --             --           --            --
 Issuance of
 Series C
 preferred stock
 at $1.85 per
 share for cash..   2,500,000   4,618,000       --      --          --           --             --           --            --
 Exercise of
 stock options
 for common
 stock...........         --          --  2,276,458   2,000     130,000          --             --           --            --
 Common stock
 exchanged for
 services........         --          --    198,586     --       60,000          --             --           --            --
 Series C
 preferred stock
 exchanged for
 services........      13,513      25,000       --      --          --           --             --           --            --
 Common stock
 repurchases.....         --          --   (174,771)    --       (7,000)         --             --           --            --
 Net loss........         --          --        --      --          --           --             --           --     (9,721,000)
                   ---------- ----------- ---------  ------ -----------  -----------   ------------  -----------  ------------
BALANCE, DECEMBER
31, 1998.........  11,174,427  12,242,000 5,216,937   5,000     190,000          --             --           --    (10,316,000)
 Issuance of
 Series D
 preferred stock
 at $3.68 per
 share for cash..   1,358,695   4,973,000       --      --          --           --             --           --            --
 Issuance of
 Series E
 preferred stock
 at $7.40 per
 share for cash..     270,270   1,982,000       --      --          --           --             --           --            --
 Issuance of
 Series F
 preferred stock
 at $7.40 per
 share for cash..     405,405   2,960,000       --      --          --           --             --           --            --
 Issuance of
 Series G
 preferred stock
 at $7.40 per
 share for cash..   1,013,513   7,431,000       --      --          --           --             --           --            --
 Issuance of
 Series H
 preferred stock
 at $7.40 per
 share for cash..   1,351,351   9,992,000       --      --          --           --             --           --            --
 Exercise of
 stock options
 for common
 stock...........         --          --    212,500     --      172,000          --             --           --            --
 Common stock
 exchanged for
 services........         --          --    106,422     --      337,000          --             --           --            --
 Issuance of
 common stock
 warrants for
 services........         --          --        --      --      290,000          --             --           --            --
 Issuance of
 preferred stock
 warrants for
 services........         --          --        --      --    2,430,000          --      (2,400,000)         --            --
 Amortization of
 prepaid
 marketing
 expenses........         --          --        --      --          --           --         276,000          --            --
 Recognition of
 deferred
 compensation....         --          --        --      --    2,933,000   (2,933,000)           --           --            --
 Stock-based
 compensation....         --          --        --      --          --       187,000            --           --            --
 Common stock
 repurchases.....         --          --   (225,179)    --      (18,000)         --             --           --            --
 Issuance of
 common stock for
 marketing
 services........         --          --  1,852,329   2,000  10,186,000          --     (10,188,000)         --            --
 Issuance of
 common stock for
 marketing
 services and
 note
 receivable......         --          --  1,128,867   1,000   6,207,000          --      (3,386,000)  (2,822,000)          --
 Net loss........         --          --        --      --          --           --             --           --    (11,628,000)
                   ---------- ----------- ---------  ------ -----------  -----------   ------------  -----------  ------------
BALANCE, JUNE 30,
1999
(unaudited)......  15,573,661 $39,580,000 8,291,876  $8,000 $22,727,000  $(2,746,000)  $(15,698,000) $(2,822,000) $(21,944,000)
                   ========== =========== =========  ====== ===========  ===========   ============  ===========  ============
<CAPTION>
                      Total
                   ------------
<S>                <C>
BALANCE, AUGUST
4, 1997..........  $       --
 Issuance of
 common stock for
 cash............       10,000
 Issuance of
 Series A
 preferred stock
 at $0.60 per
 share for cash..    2,990,000
 Net loss........     (595,000)
                   ------------
BALANCE, DECEMBER
31, 1997.........    2,405,000
 Issuance of
 Series B
 preferred stock
 at $1.26 per
 share for cash..    4,609,000
 Issuance of
 Series C
 preferred stock
 at $1.85 per
 share for cash..    4,618,000
 Exercise of
 stock options
 for common
 stock...........      132,000
 Common stock
 exchanged for
 services........       60,000
 Series C
 preferred stock
 exchanged for
 services........       25,000
 Common stock
 repurchases.....       (7,000)
 Net loss........   (9,721,000)
                   ------------
BALANCE, DECEMBER
31, 1998.........    2,121,000
 Issuance of
 Series D
 preferred stock
 at $3.68 per
 share for cash..    4,973,000
 Issuance of
 Series E
 preferred stock
 at $7.40 per
 share for cash..    1,982,000
 Issuance of
 Series F
 preferred stock
 at $7.40 per
 share for cash..    2,960,000
 Issuance of
 Series G
 preferred stock
 at $7.40 per
 share for cash..    7,431,000
 Issuance of
 Series H
 preferred stock
 at $7.40 per
 share for cash..    9,992,000
 Exercise of
 stock options
 for common
 stock...........      172,000
 Common stock
 exchanged for
 services........      337,000
 Issuance of
 common stock
 warrants for
 services........      290,000
 Issuance of
 preferred stock
 warrants for
 services........       30,000
 Amortization of
 prepaid
 marketing
 expenses........      276,000
 Recognition of
 deferred
 compensation....          --
 Stock-based
 compensation....      187,000
 Common stock
 repurchases.....      (18,000)
 Issuance of
 common stock for
 marketing
 services........          --
 Issuance of
 common stock for
 marketing
 services and
 note
 receivable......          --
 Net loss........  (11,628,000)
                   ------------
BALANCE, JUNE 30,
1999
(unaudited)......  $19,105,000
                   ============
</TABLE>

       The accompanying notes are an integral part of these statements.

                                      F-5
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                           Period from                                              Period from
                         August 4, 1997                For the Six Months Ended   August 4, 1997
                         (Inception), to  Year Ended           June 30,           (Inception), to
                          December 31,   December 31,  -------------------------     June 30,
                              1997           1998         1998          1999           1999
                         --------------- ------------  -----------  ------------  ---------------
                                                       (unaudited)  (unaudited)     (unaudited)
<S>                      <C>             <C>           <C>          <C>           <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES:
 Net loss..............    $ (595,000)   $(9,721,000)  $(3,046,000) $(11,628,000)  $(21,944,000)
 Adjustments to
  reconcile net loss to
  net cash used in
  operating activities:
 Depreciation and
  amortization.........        15,000        242,000       208,000       182,000        439,000
 Stock exchanged for
  services.............           --          85,000         4,000       337,000        422,000
 Issuance of warrants
  for services.........           --             --            --        176,000        176,000
 Amortization of
  prepaid marketing
  expenses.............           --             --            --        276,000        276,000
 Noncash compensation
  expense..............           --             --            --        187,000        187,000
 Changes in current
  assets and
  liabilities:
  Accounts receivable..           --             --            --       (502,000)      (502,000)
  Inventories..........           --        (120,000)          --     (1,083,000)    (1,203,000)
  Prepaid expenses and
   other...............       (57,000)      (162,000)     (107,000)     (705,000)      (924,000)
  Accounts payable.....       117,000        188,000       (73,000)      383,000        688,000
  Deferred revenue.....           --             --            --        142,000        142,000
  Accrued liabilities..        26,000        649,000       239,000     1,535,000      2,210,000
                           ----------    -----------   -----------  ------------   ------------
   Net cash used in
    operating
    activities.........      (494,000)    (8,839,000)   (2,775,000)  (10,700,000)   (20,033,000)
CASH FLOWS FROM
 INVESTING ACTIVITIES:
 Acquisition of
  property and
  equipment, net.......      (376,000)      (673,000)     (128,000)     (162,000)    (1,211,000)
 Purchase of short-term
  investments..........       (20,000)      (144,000)          --     (7,459,000)    (7,623,000)
                           ----------    -----------   -----------  ------------   ------------
   Net cash used in
    investing
    activities.........      (396,000)      (817,000)     (128,000)   (7,621,000)    (8,834,000)
CASH FLOWS FROM
 FINANCING ACTIVITIES:
 Proceeds from issuance
  of convertible
  preferred stock, net
  of issuance costs....     2,990,000      9,227,000     4,577,000    27,339,000     39,556,000
 Borrowings under line
  of credit............           --         610,000       610,000           --         610,000
 Repayments under line
  of credit............           --        (610,000)          --            --        (610,000)
 Proceeds from issuance
  of common stock and
  exercise of stock
  options..............        10,000        132,000        79,000       172,000        314,000
 Repurchase of common
  stock................           --          (7,000)       (2,000)      (18,000)       (25,000)
 Increase in bank
  overdraft............           --         442,000           --        547,000        989,000
                           ----------    -----------   -----------  ------------   ------------
   Net cash provided by
    financing
    activities.........     3,000,000      9,794,000     5,264,000    28,040,000     40,834,000
NET INCREASE IN CASH
 AND CASH EQUIVALENTS..     2,110,000        138,000     2,361,000     9,719,000     11,967,000
                           ----------    -----------   -----------  ------------   ------------
CASH AND CASH
 EQUIVALENTS:
 Balance at beginning
  of period............           --       2,110,000     2,110,000     2,248,000            --
                           ----------    -----------   -----------  ------------   ------------
 Balance at end of
  period...............    $2,110,000    $ 2,248,000   $ 4,471,000  $ 11,967,000   $ 11,967,000
                           ==========    ===========   ===========  ============   ============
SUPPLEMENTAL DISCLOSURE
 OF CASH FLOW
 INFORMATION:
 Cash paid for
  interest.............    $      --     $    19,000   $       --   $      2,000   $     21,000

SUPPLEMENTAL DISCLOSURE
 OF NON-CASH
 TRANSACTIONS:
 Stock issued for a
  note receivable......           --             --            --   $  2,822,000   $  2,822,000
 Equipment acquired
  under capital lease..           --             --            --   $    670,000   $    670,000
 Deferred stock-based
  compensation.........           --             --            --   $  2,933,000   $  2,933,000
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-6
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                         NOTES TO FINANCIAL STATEMENTS
 (Information with respect to the six months ended June 30, 1998 and 1999, and
  the period from August 4, 1997 (Inception) to June 30, 1999, and as of June
                            30, 1999 is unaudited)

1. NATURE OF OPERATIONS:

  TiVo Inc. (the Company or TiVo) was incorporated in August 1997 as a
Delaware corporation with facilities in Sunnyvale, California. The Company has
developed a subscription-based personal television service (the TiVo Service)
that provides viewers with the ability to pause, rewind and play back any live
or recorded television broadcasts, as well as to search for, watch and record
programs. The TiVo Service also provides television listings, daily
suggestions and special viewing packages. The TiVo Service relies on three key
components: the personal video recorder, the TiVo remote control and the TiVo
Broadcast Center. Beginning in the second half of 1999, the Company expects
that manufacturing and distribution of the personal video recorder and remote
control will be undertaken by Philips Business Electronics B.V. (Philips). The
Company also anticipates that Philips will begin marketing the TiVo Service
and the personal video recorder that enables the TiVo Service in retail
markets in the second half of 1999. The Company plans to stop selling personal
video recorders by the end of 1999. In the interim, the personal video
recorder and remote control are being manufactured by a contract manufacturer
and, since March 1999, have been sold by TiVo through its web site and toll-
free telephone number. The Company conducts its operations through one
reportable segment.

  The Company is in the early stages of development and insignificant
subscription revenues have been generated to date. No assurance can be given
that a market for the TiVo Service and products that enable the TiVo Service
will develop, or that customers will be willing to pay for the TiVo Service
and products that enable the TiVo Service. The Company is identified as a
development-stage company at this time. However, upon the transfer of
manufacturing and distribution responsibility to Philips and a successful
retail launch of the TiVo Service and products that enable the TiVo Service,
which management expects in the second half of 1999, the Company anticipates
that it will no longer be identified as a development-stage company.

  The Company continues to be subject to certain risks common to companies in
similar stages of development, including the uncertainties outlined above, as
well as the uncertainty of availability of additional financing; dependence on
third parties for manufacturing and marketing and sales support; the
uncertainty of the market for personal television; dependence on key
management; limited manufacturing, marketing and sales experience; and the
uncertainty of future profitability.

  The unaudited pro forma June 30, 1999 information reflected in the
accompanying balance sheets reflects the automatic conversion of all the
shares of the Company's convertible preferred stock outstanding as of June 30,
1999 into shares of common stock on a one-for-one basis and the exercise and
conversion of all outstanding warrants as of June 30, 1999 into shares of
common stock on a one-for-one basis upon completion of the proposed initial
public offering.

Unaudited Interim Financial Statements

  The accompanying balance sheet as of June 30, 1999 and the accompanying
statements of operations, stockholders' equity and cash flows for the six
months ended June 30, 1998 and 1999 included herein have been prepared by the
Company and are unaudited. The information furnished in the unaudited
financial statements referred to above includes all adjustments that are, in
the opinion of management, necessary for a fair presentation of such financial
statements. The results of operations for the six months ended June 30, 1999,
are not necessarily indicative of the results to be expected for the entire
fiscal year.

                                      F-7
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Cash Equivalents

  The Company classifies financial instruments as cash equivalents if the
original maturity of such instruments is three months or less.

Short-term investments

  Short-term investments consist of commercial paper investments and
certificates of deposit with original maturities at date of purchase ranging
between three and six months. The Company classifies these investments as held
to maturity and records the instruments at amortized cost, which approximates
fair value due to the short maturities.

Inventories

  Inventories consist of raw materials, primarily hard-disk drives, work in
progress and finished goods. Inventory is valued at the lower of cost (first-
in, first-out) or market. Included in inventory costs are direct materials,
direct labor and allocated tooling costs. Once the Company transfers
manufacturing responsibility to Philips, all inventory will be sold to
Philips. Inventories consist of the following:

<TABLE>
<CAPTION>
                                                 December 31, 1998 June 30, 1999
                                                 ----------------- -------------
                                                                    (unaudited)
   <S>                                           <C>               <C>
   Raw materials................................     $120,000       $  216,000
   Work in progress.............................          --               --
   Finished goods...............................          --           986,000
                                                     --------       ----------
                                                     $120,000       $1,202,000
                                                     ========       ==========
</TABLE>

Property and Equipment

  Property and equipment are stated at cost. For financial reporting purposes,
depreciation is computed using the straight-line method over estimated useful
lives as follows:

<TABLE>
      <S>                                                              <C>
      Furniture and fixtures..........................................   5 years
      Computer and office equipment................................... 1-5 years
</TABLE>

  Maintenance and repair expenditures are expensed as incurred.

Income Taxes

  The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No. 109).
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred
tax assets or liabilities of a change in tax rates is recognized in the period
in which the rate change occurs. Valuation allowances are established when
necessary to reduce deferred tax assets to the amounts expected to be
recovered.

                                      F-8
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)


Fair Value of Financial Instruments

  The carrying amounts of cash and cash equivalents, certificates of deposit,
short-term investments, accounts receivable, and accounts payable approximate
fair value due to the short-term maturity of these instruments.

Business Concentrations and Credit Risk

  Financial instruments that subject the Company to concentrations of credit
risk consist primarily of cash and accounts receivable. The Company maintains
cash with various financial institutions. The Company performs periodic
evaluations of the relative credit standing of these institutions. The
Company's customers are primarily concentrated in the United States. The
Company establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of customers and other information. The allowance
for doubtful accounts was $0 at December 31, 1997 and 1998, and $14,000 at
June 30, 1999.

Net Loss Per Common Share

  Historical--The Company computes net loss per share in accordance with SFAS
No. 128, "Earnings Per Share," and SEC Staff Accounting Bulletin No. 98 (SAB
No. 98). Under the provisions of SFAS No. 128 and SAB No. 98, basic net loss
per common share is computed by dividing net loss by the weighted average
number of common shares outstanding. Diluted net loss per common share is
computed by dividing net loss by the weighted average number of common shares
and dilutive common share equivalents outstanding.

  Diluted net loss per share does not include the effect of the following
antidulutive common share equivalents:
<TABLE>
<CAPTION>
                                                 December 31,
                                             --------------------
                                               1997       1998    June 30, 1999
                                             --------- ---------- -------------
                                                                   (unaudited)
   <S>                                       <C>       <C>        <C>
   Options to purchase common stock.........   630,000  1,235,000   3,161,512
   Warrants to purchase common stock........       --         --       81,522
   Convertible preferred stock warrants.....       --      52,083     981,949
   Convertible preferred stock.............. 5,000,000 11,174,427  15,573,661
                                             --------- ----------  ----------
                                             5,630,000 12,461,510  19,798,644
                                             ========= ==========  ==========
</TABLE>

  Pro forma--Pro forma net loss per share is calculated as if the convertible
preferred stock outstanding as of June 30, 1999 was converted into shares of
common stock on the date of its issuance on a one-for-one basis and as if all
warrants outstanding as of June 30, 1999 had been exercised and converted into
shares of common stock on the date of issuance.

Stock-Based Compensation and Stock Exchanged for Services

  The Company has elected to follow Accounting Principles Board Opinion No. 25
(APB 25), "Accounting for Stock Issued to Employees," and related
interpretations in accounting for its employee stock options. Under APB 25,
when the exercise price of employee stock options is less than the market
price of the underlying stock on the date of grant, compensation expense is
recorded for the difference between fair value and the exercise price. Expense
associated with stock-based compensation is being amortized on an accelerated
basis over the vesting period of the individual award consistent with the
method described in Financial Accounting Standards Board ("FASB")
Interpretation No. 28. No stock compensation expense was recorded in 1997 and
1998. The Company has recorded compensation expense of $187,000 for the six
months ended June 30, 1999 (unaudited). The Company has adopted the
disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation."

                                      F-9
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)


  The value of warrants, options or stock exchanged for services is expensed
over the period benefitted. To calculate the expense, the Company uses either
the market value of the stock or the value of the services, whichever is more
objectively determinable.

Revenue Recognition

  Subscription revenues represent revenues from customer subscriptions to the
TiVo Service. Subscriptions to the TiVo Service are available on a monthly,
annual or lifetime basis. Subscription fees are generally charged to
customers' credit cards and are generally billed in advance on a monthly
basis. A lifetime subscription covers the life of the particular personal
video recorder purchased. Revenues from subscriptions are recognized ratably
over the subscription period. Subscription revenues from lifetime
subscriptions are recognized ratably over a 4 year period, the best estimate
of the useful life of the personal video recorder. Deferred revenue relates to
subscription fees collected but for which revenues have not been recognized.

Research And Development

  Research and development expenses consist primarily of employee salaries and
related expenses and consulting fees relating to the development of the TiVo
Service and products that enable the TiVo Service. Research and development
costs are expensed as incurred.

Sales and Marketing--Related Parties

  Sales and marketing--related parties consists of cash and noncash charges
related to the Company's agreements with DIRECTV, Inc. (DIRECTV), Philips, and
Quantum Corporation (Quantum), all of which hold stock or warrants in the
Company (see Note 10).

Other Operating Expense, Net

  Prior to the anticipated transition of manufacturing and distribution
responsibility to Philips in the second half of 1999, the Company has sold
personal video recorders directly to consumers. The Company plans to stop
selling personal video recorders by the second half of 1999 in connection with
the transition of manufacturing to Philips. The sales of personal video
recorders are considered incidental to the Company's business and the cost of
the personal video recorders, net of sales proceeds of $895,000, is classified
as other operating expense, net.

Comprehensive Income

  The Company has no material components of other comprehensive income or loss
and, accordingly, the comprehensive loss is the same as the net loss for all
periods presented.

Use of Estimates

  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. Actual results could differ from those estimates.

                                     F-10
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)


3. PROPERTY AND EQUIPMENT:

  Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                 December 31,
                                               ------------------
                                                 1997      1998    June 30, 1999
                                               --------  --------  -------------
                                                                    (unaudited)
   <S>                                         <C>       <C>       <C>
   Furniture and fixtures..................... $ 18,000  $ 16,000    $  20,000
   Computer and office equipment..............  358,000   946,000    1,104,000
                                               --------  --------    ---------
                                                376,000   962,000    1,124,000
   Accumulated depreciation...................  (15,000) (170,000)    (352,000)
                                               --------  --------    ---------
                                               $361,000  $792,000    $ 772,000
                                               ========  ========    =========
</TABLE>

  Equipment under capital leases was zero as of December 31, 1997 and 1998 and
$670,000 as of June 30, 1999. Depreciation and amortization expense was
$15,000, $155,000, $208,000 (unaudited) and $182,000 (unaudited) for the
period ended December 31, 1997, the year ended December 31, 1998, and the six
months ended June 30, 1998 and 1999, respectively.

4. Accrued Liabilities:

  Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
                                                    December 31,
                                                  ----------------
                                                   1997     1998   June 30, 1999
                                                  ------- -------- -------------
                                                                    (unaudited)
   <S>                                            <C>     <C>      <C>
   Marketing and promotions...................... $   --  $223,000  $  744,000
   Compensation and vacation.....................  16,000  213,000     252,000
   Legal and accounting..........................     --    86,000     447,000
   Consulting....................................     --    11,000     353,000
   Other.........................................  10,000  142,000     414,000
                                                  ------- --------  ----------
                                                  $26,000 $675,000  $2,210,000
                                                  ======= ========  ==========
</TABLE>

5. LINE OF CREDIT:

  The Company has a line of credit with a bank under which a maximum of
$750,000 can be borrowed at the bank's prime rate plus 0.75% (8.5% at December
31, 1998). The line of credit expires on August 15, 1999. No amounts were
borrowed under this line in 1997 or 1999. During 1998, a maximum amount of
$610,000 was borrowed. The average amount outstanding was $159,000, at an
average interest rate of 8.5%. No amounts were outstanding under this line of
credit as of December 31, 1997 or 1998, or June 30, 1999. In April 1999, the
bank issued a letter of credit on behalf of the Company in the amount of
$600,000. This amount reduces the available borrowings on the Company's line
of credit to $150,000. Substantially all of the Company's assets other than
intellectual property are pledged as collateral under this line of credit.

                                     F-11
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)


6. INCOME TAXES:

  There was no provision or benefit for income taxes for the period from
August 4, 1997 (Inception) to June 30, 1999.

  Significant components of deferred tax assets were as follows as of December
31, 1998:

<TABLE>
      <S>                                                            <C>
      Net operating loss carryforwards.............................. $3,930,000
      Tax credit carryforwards......................................    103,000
      Temporary differences, net....................................     25,000
                                                                     ----------
        Gross deferred tax assets...................................  4,058,000
      Valuation allowance........................................... (4,058,000)
                                                                     ----------
        Net deferred tax assets..................................... $        0
                                                                     ==========
</TABLE>

  As of December 31, 1998, the Company had a tax net operating loss (NOL)
carryforward of approximately $10,300,000 for federal and California purposes.
The federal NOL expires beginning in 2117, and the California NOL expires
beginning in 2002. A significant change in ownership of the Company may limit
the Company's ability to utilize these NOL carryforwards. SFAS No. 109
requires that the tax benefit of such NOL be recorded as an asset. A valuation
allowance for the entire amount has been provided because of uncertainties
about the realizability of the deferred tax assets.

7. STOCKHOLDERS' EQUITY:

Common Stock

  In August 1997, the Company issued 2,800,000 shares of common stock to the
founders for $10,000. On September 24, 1997, the Company declared a stock
split of 1.04167 to 1, which resulted in 2,916,664 founders shares outstanding
after the split.

  In 1998, the Company issued 2,276,458 shares of common stock as a result of
the exercise of stock options. During 1998, 174,771 shares of common stock
were repurchased in accordance with the terms the Company's stock option plan
(see Note 8). The Company has the right to repurchase 2,024,187 unvested
shares as of December 31, 1998, at the stock issuance price, if the holders'
service with the Company terminates.

  For the six months ended June 30, 1999, the Company issued 212,500 shares of
common stock as a result of the exercise of stock options and repurchased
225,166 shares. The Company has the right to repurchase 1,440,727 unvested
shares as of June 30, 1999, at the stock issuance price, if the holders'
service with the Company terminates.

  In 1998, the Company issued 198,586 shares of common stock to consultants
and vendors in exchange for services. For the six months ended June 30, 1999,
the Company issued 106,409 shares of common stock in exchange for services.
The common stock issued was recorded at the estimated fair value of the common
stock at the time the services were performed and the expense was recorded.
The Company's management believes that the value of the common stock issued
approximates the value of services received.


                                     F-12
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

Convertible Preferred Stock

  Convertible preferred stock outstanding at June 30, 1999 is as follows:

<TABLE>
<CAPTION>
                                             Issued and  Liquidation
                                  Authorized Outstanding Preference   Carrying
                                    Shares     Shares     Per Share     Value
                                  ---------- ----------- ----------- -----------
<S>                               <C>        <C>         <C>         <C>
Series A.........................  5,200,000  5,000,000     $0.60    $ 2,990,000
Series B.........................  4,400,000  3,660,914      1.26      4,609,000
Series C.........................  4,000,000  2,513,513      1.85      4,643,000
Series D.........................  2,500,000  1,358,695      3.68      4,973,000
Series E.........................    300,000    270,270      7.40      1,982,000
Series F.........................    500,000    405,405      7.40      2,960,000
Series G.........................  1,100,000  1,013,513      7.40      7,431,000
Series H.........................  2,100,000  1,351,351      7.40      9,992,000
                                  ---------- ----------              -----------
                                  20,100,000 15,573,661              $39,580,000
                                  ========== ==========              ===========
</TABLE>

  In September and October 1997, the Company issued 5,000,000 shares of Series
A preferred stock at $0.60 per share. In May, June and July 1998, the Company
issued 3,660,914 shares of Series B preferred stock at $1.26 per share. In
October 1998, the Company issued 2,500,000 shares of Series C preferred stock
at $1.85 per share. In December 1998, the Company issued 13,513 shares of
Series C preferred stock at $1.85 per share in exchange for services received.

  In January 1999, the Company issued 1,358,695 shares of Series D preferred
stock at $3.68 per share. In March 1999, the Company issued 270,270 shares of
Series E preferred stock at $7.40 per share. In April 1999, the Company issued
405,405, 1,013,513, and 1,351,351 shares of Series F, G and H preferred stock,
respectively, at $7.40 per share.

  Each share of preferred stock is convertible into common stock at the option
of the holder on a one-for-one basis, subject to certain adjustments. Each
share of preferred stock has voting rights and, upon any liquidation of the
Company, the holders of preferred stock are entitled to a liquidation
preference, to be paid out of the assets of the Company, equal to the
respective original issue price per share plus all declared and unpaid
dividends. Each share of preferred stock will automatically be converted into
shares of common stock at any time upon the election of the holders of at
least two-thirds of the outstanding shares of the preferred or upon the
closing of a firmly underwritten public offering pursuant to an effective
registration statement under the Securities Act of 1933.


                                     F-13
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)


8. STOCK OPTION PLAN:

  Under the terms of the Company's 1997 Equity Incentive Plan, adopted in 1997
as amended and restated in 1999 (the 1997 Plan), options to purchase shares of
the Company's common stock may be granted 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 vest 25 percent after the first year of service, and the
remaining 75 percent vest ratably over the next 36 months. Options expire 10
years after the grant date. The terms of the 1997 Plan allow individuals to
exercise their options prior to full vesting. In the event that the individual
terminates their service to the Company before becoming fully vested, the
Company has the right to repurchase the unvested shares at the original option
price. The number of shares authorized for option grants under the 1997 Plan
is 4,000,000; as of December 31, 1998, 3,773,458 have been issued.

  The Company accounts for stock options under APB Opinion No. 25, under
which, for the period from August 4, 1997 (Inception) to December 31, 1997 and
for the year ended December 31, 1998, no compensation cost was recognized when
the awards were granted to employees or directors. Stock-based Compensation
expense of $187,000 was recognized for the six months ended June 30, 1999 (see
Note 13). Had compensation cost for the stock options been determined
consistently with SFAS No. 123, the effect on the Company's net loss and basic
and diluted loss per share would have been changed to the following pro forma
amounts:

<TABLE>
<CAPTION>
                           Period from                                              Period from
                          August 4, 1997                                             August 4,
                           (inception),                                                 1997
                                to        Year Ended   Six Months Ended June 30,    (Inception)
                           December 31,   December 31, ---------------------------  to June 30,
                               1997           1998         1998          1999           1999
                          -------------- ------------- ------------  -------------  ------------
                                                       (unaudited)    (unaudited)   (unaudited)
<S>                       <C>            <C>           <C>           <C>            <C>
Net loss, as reported...    $(595,000)    $(9,721,000) $ (3,046,000) $ (11,628,000) $(21,944,000)
Pro forma effect of SFAS
 No. 123................          --          (10,000)       (2,000)      (535,000)     (545,000)
                            ---------     -----------  ------------  -------------  ------------
Net loss, pro forma.....     (595,000)     (9,731,000)   (3,048,000)   (12,163,000)  (22,489,000)

Basic and diluted loss
 per share, as
 reported...............    $   (0.20)    $     (2.21) $      (0.79) $       (1.75) $      (4.74)
Basic and diluted loss
 per share, pro forma...    $   (0.20)    $     (2.21) $      (0.79) $       (1.83) $      (4.86)
</TABLE>

  The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants: weighted average risk-free interest rates of
between 4.45 percent and 5.9 percent; expected dividend yield of 0 percent;
expected lives of four years for the options; and expected volatility of 0
percent.

  Refer to Note 12, Equity Incentive Plans, for a description of the 1999
Equity Incentive Plan (the 1999 Plan).

                                     F-14
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)


  A summary of the status of the 1997 Plan and the 1999 Plan is presented in
the table and narrative below:

<TABLE>
<CAPTION>
                                                                   Weighted
                                                   Range of        Average
                                      Shares    Exercise Prices Exercise Price
                                    ----------  --------------- --------------
<S>                                 <C>         <C>             <C>
Outstanding at inception...........          0                      $0.00
  Granted..........................    700,000          0.04         0.04
                                    ----------                      -----
Outstanding at December 31, 1997...    700,000                       0.04
  Granted..........................  3,073,458    0.04--0.45         0.17
  Exercised........................ (2,276,458)                      0.06
  Canceled.........................   (195,000)                      0.04
                                    ----------                      -----
Outstanding at December 31, 1998...  1,302,000                      $0.30
  Granted..........................  2,323,387    1.00--6.50         4.93
  Exercised........................   (212,500)                      0.82
  Canceled.........................   (251,375)                      0.66
                                    ----------                      -----
Outstanding at June 30, 1999
 (unaudited).......................  3,161,512                      $3.65
                                    ==========                      =====
</TABLE>

  The weighted average fair value of options granted as of December 31, 1998,
and June 30, 1999 (unaudited), is $0.02 and $0.84, respectively. Of the
options outstanding at December 31, 1998, and June 30, 1999, 93,542 and
733,481 are vested, respectively. Included in the options exercised above in
1998 and for the six months ended June 30, 1999 are 174,771 and 225,166,
respectively, unvested options where the Company repurchased the stock upon
the individuals' leaving the Company.

  The options outstanding have the following contractual lives:

<TABLE>
<CAPTION>
                December 31, 1998                              June 30, 1999 (unaudited)
-------------------------------------------------- -------------------------------------------------
   Number of Options              Weighted Average    Number of Options             Weighted Average
------------------------ Exercise    Remaining     ----------------------- Exercise    Remaining
Outstanding  Exercisable  Price   Contractual Life Outstanding Exercisable  Price   Contractual Life
-----------  ----------- -------- ---------------- ----------- ----------- -------- ----------------
<S>          <C>         <C>      <C>              <C>         <C>         <C>      <C>
   55,000      16,042     $0.04      9.25 years        55,000    22,917     $0.04      8.75 years
  504,000         --       0.13      9.50 years       300,625    24,625      0.13      9.00 years
  169,000         --       0.20      9.75 years       145,000       --       0.20      9.25 years
  507,000         --       0.45     10.00 years       412,500       --       0.45      9.50 years
      --          --        --              --         30,000       --       0.75      9.50 years
      --          --        --              --        272,782       --       1.00      9.70 years
      --          --        --              --        263,000       --       2.50      9.75 years
      --          --        --              --        127,105       --       4.00      9.83 years
      --          --        --              --        188,000       --       5.00      9.90 years
      --          --        --              --      1,367,500       --       6.50     10.00 years
---------      ------                               ---------    ------
1,235,000      16,042                               3,161,512    47,542
=========      ======                               =========    ======
</TABLE>

                                     F-15
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)


9. WARRANTS:

  In addition to receiving 156,250 options to purchase common stock under the
1997 Plan, in March 1998, a member of the Company's board of directors
received warrants to purchase a total of 52,083 shares of Series A preferred
stock at an exercise price of $0.60 per share, the estimated fair market value
of the Series A preferred stock at the date of issuance. These warrants will
expire on the earlier of (1) the closing of the initial public offering of the
Company's common stock or (2) March 18, 2008. The value of the above warrants
has been included in the calculation of pro forma net loss for the year ended
December 31, 1998 under SFAS No. 123, discussed in Note 8.

  See Note 10 for a description of Series C and Series D preferred stock
warrants issued to Quantum under a hard disk drive supply agreement.

  The warrants outstanding have the following contractual lives:

<TABLE>
<CAPTION>
              December 31, 1998                           June 30, 1999 (unaudited)
----------------------------------------------- ----------------------------------------------
                                   Weighted                                       Weighted
Number of                          Average                                        Average
Warrants Outstanding  Exercise    Remaining          Number of       Exercise    Remaining
and Exercisable        Price   Contractual Life Warrants Outstanding  Price   Contractual Life
--------------------  -------- ---------------- -------------------- -------- ----------------
<S>                   <C>      <C>              <C>                  <C>      <C>
Director                                        Director
 Preferred--52,083     $0.60      9.25 years    Preferred--   52,083  $0.60      8.75 years
                                                Other
                                                Preferred--   60,813   1.26      9.67 years
                                                   Common--   35,307   2.50      4.75 years
                                                   Common--   35,307   2.50      4.75 years
                                                   Common--    2,715   2.50      4.75 years
                                                   Common--    8,193   2.50      4.75 years
                                                Preferred--    1,250   7.40      9.83 years
                                                Supplier
                                                Preferred--  324,325   0.01      1.75 years
                                                Preferred--  543,478   0.01      2.75 years
                                                --------------------
                                                           1,063,471
                                                ====================
</TABLE>

  All of the warrants outstanding at June 30, 1999 except for the warrants for
543,478 shares of preferred stock are exercisable. The warrants for 543,478
shares of preferred stock outstanding automatically vest upon completion of an
initial public offering.

10. MARKETING AND MANUFACTURING AGREEMENTS

Quantum Agreement

  In November 1998, the Company entered into an agreement with Quantum to
allow the Company or certain third-party manufacturers to purchase up to an
agreed-upon number of hard disk drives used in the personal video recorder and
other devices that enable the TiVo Service. Under the terms of the agreement,
the buyer is entitled to a discounted purchase price if certain milestones are
met. When the buyer receives the hard disk drives on each unit, the Company is
required to pay a fee to Quantum which is expensed at the time of purchase.
TiVo has also agreed to share with Quantum a portion of the TiVo Service
subscription fees it receives from the personal video recorders and other
devices equipped with these hard disk drives.

                                     F-16
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)


  In addition, the Company issued a warrant to Quantum to purchase 324,325
shares of Series C preferred stock and 543,478 shares of Series D preferred
stock at an exercise price of $0.01 per share. The warrants vest and are
exercisable upon the meeting of certain milestones under a hard disk supply
agreement or upon the closing of an initial public offering of the Company's
common stock. As of December 31, 1998, Quantum had not vested in the warrants
because no hard-disk drives had been purchased at the discounted price. The
value of the warrants will be determined and recorded when they vest, and
expense will be recorded as Quantum performs under the contract. In April
1999, the warrants to purchase Series C preferred stock vested and the Company
recorded as a contra equity account a prepaid marketing expense of $2.4
million related to the vesting of 324,325 shares of Series C preferred stock
warrants. The $2.4 million represents the estimated fair value of the warrants
at the vesting date and will be recognized as a sales and marketing expense--
related parties as the personal video recorders related to the Series C
warrants are sold. The Company recorded $276,000 of sales and marketing
expense--related parties for the six months ended June 30, 1999 related to
these warrants.

DIRECTV Agreement

  The Company entered into a corporate partnership agreement with DIRECTV to
promote and offer support for the TiVo Service and products that enable the
TiVo Service (the DIRECTV Agreement). The DIRECTV Agreement provides that
DIRECTV will provide a variety of marketing and sales support to promote TiVo
and the TiVo Service, collaborate on certain product development efforts and
make a portion of the bandwidth capacity of DIRECTV's satellite network
available to TiVo.

  The Company issued 1,852,329 shares of common stock in exchange for
marketing services under the DIRECTV Agreement. The shares are non-forfeitable
and were valued at an estimated fair value of $5.50 per share for accounting
purposes. The Company recorded prepaid marketing expenses classified as a
contra equity account related to the issuance of these shares of common stock
of $10.2 million. These prepaid marketing expenses are expensed as the
marketing services are provided.

  Additionally, the Company issued 1,128,867 shares of common stock in
exchange for a $2.8 million promissory note due in three years. For accounting
purposes, the shares were valued at an estimated fair value of $5.50 per
share. The $3.4 million of estimated fair value in excess of the balance of
the note was recorded as a prepaid marketing expense contra equity account.
DIRECTV may repay the note either by providing bandwidth capacity at no
additional charge or by paying in cash. At the end of three years, if
specified milestones are not achieved, TiVo will have the right to repurchase
some or all of these shares at $.001 per share.

  The value of the common stock issued to DIRECTV and recorded as prepaid
marketing expenses of $13.6 million is recognized as a sales and marketing
expense--related parties ratably as the services are provided to TiVo.

  In addition to the equity consideration for DIRECTV's marketing services
described above, DIRECTV will receive a percentage of TiVo's revenues
attributable to DIRECTV/TiVo subscribers. These amounts are expensed as earned
and included in marketing and sales expense--related parties.

  In April 1999, TiVo sold 405,405 shares of Series F preferred stock to
DIRECTV at $7.40 per share.

Philips Agreement

  On March 31, 1999, the Company entered into an agreement with Philips for
the manufacture, marketing and distribution of personal video recorders that
enable the TiVo Service. Subject to certain limitations, this agreement grants
Philips the right to manufacture, market and sell personal video recorders
that enable the TiVo

                                     F-17
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

Service in North America. Philips was also granted the right to manufacture,
market and sell personal video recorders in North America that incorporate
both DIRECTV's satellite receiver and the TiVo Service. The Company also
granted Philips a license to TiVo technology for the purpose of developing and
manufacturing personal video recorders and other devices that enable the TiVo
Service.

  The Company has agreed to pay Philips a subsidy on each personal video
recorder that is manufactured and sold by Philips. The amount of the subsidy
is formula-based and periodically adjusted based on Philips manufacturing
costs and selling prices. A portion of the subsidy amount paid to Philips is
due when the personal video recorder is shipped. The remaining portion is due
when the subscriber activates the TiVo Service. In addition to these amounts,
the Company has agreed to pay Philips a fixed amount per month for each
Philips-branded personal video recorder that has an active subscription to the
TiVo Service.

  Under the terms of the agreement, Philips has committed to provide a
specified amount of marketing activities related to Philips-branded personal
video recorders that enable the TiVo Service.

  In April 1999, Philips purchased 1,351,351 shares of Series H preferred
stock for $7.40 per share.

11. COMMITMENTS AND CONTINGENCIES:

  The Company leases its office space under operating leases that expire on
March 31 and June 30, 2000. As of December 31, 1998, and June 30, 1999, future
minimum rental payments under this lease are $1,327,000 and $901,000,
respectively. Rent expense under operating leases was approximately $45,000,
$619,000, and $483,000 for the period from inception to December 31, 1997, for
the year ended December 31, 1998 and for the six months ended June 30, 1999,
respectively.

  The Company has entered into various supply or service agreements and
purchase commitments with a number of vendors. As of June 30, 1999, the
Company's commitment under these agreements is approximately $7.5 million.

12. RETIREMENT PLAN

  In December 1997, the Company established a 401(k) Retirement Plan (the
Retirement Plan) available to employees who meet the plan's eligibility
requirements. Participants may elect to contribute a percentage of their
compensation to the Retirement Plan up to a statutory limit. Participants are
fully vested in their contributions. The Company may make discretionary
contributions to the Retirement Plan as a percentage of participant
contributions, subject to established limits. The Company has not made any
contributions to the Retirement Plan through June 30 ,1999.

13. SUBSEQUENT EVENTS (unaudited):

Equipment Lease Line

  In March 1999, the Company entered into an equipment lease line for $2.5
million over the 12 months following the date of the lease. The annual
interest rate is 7.25%, and the line is repayable over 36 months. The lessor
received a warrant for 60,814 shares of the Company's Series B preferred stock
at an exercise price of $1.26 per share. The Company expenses the fair value
of the warrants of $30,000 over the life of the lease. This lease of $670,000
is accounted for as a capital lease. The current portion of the capital lease
obligation at June 30, 1999 is $112,000. The unused lease line expires
February 2000.

                                     F-18
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)


Equity Incentive Plans

  In April 1999, the Company's stockholders approved the 1999 Plan. Amendments
to the 1999 Plan were adopted in July 1999. 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 vest 25 percent after the first year
of service, and the remaining 75 percent vest ratably over the next 36 months.
Options expire 10 years after the grant date. The terms of the 1999 Plan also
allow individuals to exercise their options prior to full vesting. In the
event that the individual terminates before becoming fully vested, the Company
has the right to repurchase the unvested shares at the original option price.
The number of shares authorized for option grants under the 1999 Plan is
4,200,000 subject to an annual increase of the greater of 7% of outstanding
shares or 4,000,000 shares, up to a maximum of 40,000,000 shares.

  In July 1999, the Company adopted the 1999 Non-Employee Directors' Stock
Option Plan (the Directors' Plan). The Director's Plan becomes effective upon
the completion of an initial public offering. The Directors' Plan provides for
the automatic grant of options to purchase shares of the Company's common
stock to nonemployee directors at a price equal to the fair market value of
the stock at the date of the grant. The options vest monthly over two years.
The option term is ten years after the grant date but terminates three months
after a director's service terminates. The number of shares authorized for
option grants under the Directors' Plan is 500,000, subject to an annual
increase of 100,000 shares.

  In July 1999, the Company adopted the 1999 Employee Stock Purchase Plan (the
Employee Stock Purchase Plan). The Employee Stock Purchase Plan provides a
means for employees to purchase TiVo common stock through payroll deductions
of up to 15 percent of their base compensation. The Company offers the common
stock purchase rights to eligible employees, generally all full-time employees
who have been employed for at least 10 days. This plan allows for common stock
purchase rights to be granted to employees of TiVo at a price equal to the
lower of 85% of the fair market value on the first day of the offering period
or on the common stock purchase date. Under the purchase plan, the board may
specify offerings up to 27 months. The number of shares reserved for issuance
under this plan is 600,000 subject to automatic annual increase by the lesser
of (i) 5 percent of the outstanding shares of common stock on a diluted basis,
(ii) 500,000 shares, or (iii) a smaller number as determined by the board of
directors.

Convertible Debt

  In April 1999, the Company entered into a secured convertible debenture
purchase agreement with certain stockholders. Under the terms of this
agreement, TiVo can borrow up to $3,000,000 at an interest rate of 4.67% per
annum. The debentures to be delivered by TiVo for any loan made under this
agreement are convertible into common stock on a one-for-one basis and secured
by substantially all of the Company's assets other than intellectual property.
In conjunction with the agreement, TiVo issued warrants to purchase 81,522
shares of common stock at an exercise price of $2.50 per share. Deferred
financing costs of $290,000 was recorded using the fair value of the warrants
at the date of issuance. The value assigned to the warrants is being amortized
over the term of the commitment which expires on June 30, 2000. Of this
amount, $145,000 was expensed for the six months ended June 30, 1999. As of
June 30, 1999, TiVo had no outstanding amounts under this agreement. All of
the warrants issued under the terms of this agreement expire upon the
completion of an initial public offering.

Deferred Compensation

  During 1999, the Company granted stock options with exercise prices that
were less than the estimated fair market value of the underlying shares of
common stock on the date of grant. As a result, the Company has

                                     F-19
<PAGE>

                                   TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

recorded deferred compensation of approximately $2,933,000 as a contra equity
account and recorded stock-based compensation expense of $187,000 during the
six months ended June 30, 1999. These amounts will be recognized as stock-
based compensation over the vesting period of the options (four years).

Series I Preferred Stock

  In July 1999, the Company issued 3,121,994 shares of Series I preferred
stock at $10.41 per share. Series I shares are convertible on a one-for-one
basis into shares of common stock and have a $10.41 liquidation preference per
share. All other terms are comparable with the prior series of preferred
stock.

Series I Warrant

  In July 1999 the Company also issued a Series I preferred stock warrant at
$10.41 per share. This warrant is exercisable immediately and terminates at
the earlier of the closing of a firmly underwritten public offering or five
years from the date of issuance. Upon exercise, the warrant converts into
192,123 shares of common stock.

Initial Public Offering

  The Company is proposing an initial public offering of up to    shares of
common stock.

                                     F-20
<PAGE>

             DESCRIPTION OF ARTWORK APPEARING ON BACK COVER INSIDE



                                   [To come]
<PAGE>





                                 [LOGO OF TIVO]

<PAGE>

                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

  The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant in
connection with the distribution of the common stock being registered. All
amounts are estimated, except the SEC Registration Fee, the NASD Filing Fee
and the Nasdaq National Market Filing Fee:

<TABLE>
      <S>                                                                <C>
      SEC Registration Fee.............................................. 22,240
      NASD Filing Fee...................................................  8,500
      Nasdaq National Market Filing Fee.................................
      Blue Sky Fees and Expenses........................................      *
      Accounting Fees...................................................      *
      Legal Fees and Expenses...........................................      *
      Transfer Agent and Registrar Fees.................................      *
      Printing and Engraving............................................      *
      Miscellaneous.....................................................      *
                                                                         ------
        Total........................................................... $    *
                                                                         ======
</TABLE>
-----------------------
* To be supplied by amendment.

Item 14. Indemnification of Directors and Officers

  The Registrant's Amended and Restated Certificate of Incorporation, filed as
Exhibit 3.2 to the Registration Statement, provides that directors of the
Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
to the fullest extent permitted by the Delaware General Corporation Law,
except for liability (i) for any breach of duty of loyalty to Registrant or to
its stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit. The Registrant's
Amended and Restated Certificate of incorporation further states that if the
Delaware General Corporation Law is amended after its stockholders approve its
Amended and Restated Certificate of Incorporation to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

  The Registrant's Bylaws provide that Registrant shall indemnify its officers
and directors to the fullest extent not prohibited by Delaware law and
authorizes the Registrant to modify the extent of such indemnification by
individual contracts with its officers and directors. Registrant's Bylaws
further provide, however, that the Registrant shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless (i) such indemnification is expressly
required to be made by law, (ii) the proceeding was authorized by the Board of
Directors of the corporation, (iii) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the Delaware General Corporation Law or (iv) such
indemnification is required to be made pursuant to Registrant's contractual
obligations to its directors and officers.

  Section 145 of the Delaware General Corporation Law makes provision for such
indemnification in terms sufficiently broad to cover officers and directors
under certain circumstances for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act").

  The Registrant intends to enter into indemnification agreements with each
director and certain officers which provide indemnification under certain
circumstances for acts and omissions which may not be covered by any
directors' and officers' liability insurance.

                                     II-1
<PAGE>

  The form of Underwriting Agreement, filed as Exhibit 1.1 to the Registration
Statement, provides for indemnification of the Registrant and its controlling
persons against certain liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities

  Since the Company's inception on August 4, 1997, the Company has sold and
issued the following unregistered securities:

    (a) On August 5, 1997, the Registrant sold an aggregate of 2,800,000
  shares of its Common Stock to its founders under the exemption from
  registration provided by Rule 701 of the Securities Act, raising aggregate
  proceeds of $10,080. Michael Ramsay, the Registrant's Chairman of the
  Board, Chief Executive Officer and President, and James Barton, its Chief
  Technical Officer and Vice President of Research and Development, each
  purchased 1,400,000 shares pursuant to Founder Stock Purchase Agreements.
  On September 24, 1997, these shares were split into an aggregate of
  2,916,664 common shares.

    (b) On September 24, 1997, the Registrant sold an aggregate of 4,833,334
  shares, and on October 22, 1997, an aggregate of 166,666 shares, in a
  private placement of its Series A Preferred Stock having an aggregate
  liquidation preference of $3.0 million and raising aggregate net proceeds
  of $3.0 million, which were used for general corporate purposes. The
  transactions were consummated pursuant to a Series A Preferred Stock
  Purchase Agreement, Investor Rights Agreement and Stockholders Agreement,
  agreements which designate certain rights and obligations of the Series A
  Preferred Stock. In connection with the Series A offering, Michael Ramsay,
  the Registrant's Chief Executive Officer, purchased 666,667 shares, James
  Barton, the Registrant's Chief Technical Officer, purchased 166,667 shares,
  entities affiliated with New Enterprise Associates, a stockholder owning in
  excess of 5% of Registrant voting securities, purchased an aggregate of
  2,000,000 shares, entities affiliated with Institutional Venture Partners,
  a 5% stockholder, purchased an aggregate of 2,000,000 shares, and three
  accredited investors purchased an aggregate of 166,666 shares.

    (c) On February 23, 1998, the Registrant issued an aggregate of 15,740 of
  its common shares to two of its consultants for past consulting services.

    (d) On May 29, 1998, the Registrant sold an aggregate of 3,174,604
  shares, on June 26, 1998, an aggregate of 461,310 shares, and on July 27,
  1998, 25,000 shares in a private placement of an aggregate of 3,660,914
  shares of its Series B Preferred Stock having an aggregate liquidation
  preference of $4.6 million and raising aggregate net proceeds of
  approximately $4.6 million which were used for general corporate purposes.
  The transactions were pursuant to a Series B Preferred Stock Purchase
  Agreement and Investor Rights Agreement, agreements which designate certain
  rights and obligations of the Series B Preferred Stock. In connection with
  the Series B offering, entities affiliated with New Enterprise Associates,
  a stockholder owning in excess of 5% of Registrant voting securities,
  purchased an aggregate of 1,587,302 shares, entities affiliated with
  Institutional Venture Partners, a 5% stockholder, purchased an aggregate of
  1,587,302 shares, Randy Komisar, a director of the Registrant, purchased
  24,800 shares, an aggregate of 158,731 was sold to two accredited investors
  and seven employees of the Registrant purchased an aggregate of 302,770
  shares.

    (e) On October 8, 1998 and October 30, 1998, the Registrant sold an
  aggregate of 2,162,163 and 337,837 shares, respectively, in a private
  placement of an aggregate of 2,500,000 shares of its Series C Preferred
  Stock having an aggregate liquidation preference of $4.6 million, raising
  aggregate net proceeds of approximately $4.6 million which were used for
  general corporate purposes. The transactions were consummated pursuant to
  the Series C Preferred Stock Purchase Agreement and Investor Rights
  Agreement, agreements which designate certain rights and obligations of the
  Series C Preferred Stock. In connection with the Series C offering,
  entities affiliated with New Enterprise Associates and entities affiliated
  with Institutional Venture Partners, each stockholders owning in excess of
  5% of Registrant voting securities, purchased an aggregate of 594,595
  shares each. Three venture capital investors purchased an aggregate of
  1,243,245 shares and five employees of the Registrant purchased 13,513
  shares each.

                                     II-2
<PAGE>

    (f) On December 22, 1998, the Registrant issued 13,513 shares of its
  Series C Preferred Stock to Odyssey Capital, L.L.C. at a purchase price of
  $1.85 per share pursuant to a Series C Preferred Stock Purchase Agreement
  and in consideration for past services.

    (g) On January 20, 1999, the Registrant completed a private placement to
  Vulcan Ventures Corporation of 1,358,695 shares of its Series D Preferred
  Stock having a liquidation preference of $5.0 million and raising net
  proceeds of approximately $5.0 million which were used for general
  corporate purposes. The transaction were pursuant to a Series D Preferred
  Stock Purchase Agreement and Investor Rights Agreement, agreements which
  designate certain rights and obligations of the Series D Preferred Stock.

    (h) On March 19, 1999, the Registrant completed a private placement to
  Showtime Networks, Inc. of 270,270 shares of its Series E Preferred Stock
  having a liquidation preference of $2.0 million and raising net proceeds of
  approximately $2.0 million which were used for general corporate purposes.
  The transaction was consummated pursuant to the Preferred Stock Purchase
  Agreement and Investor Rights Agreement, agreements which designate certain
  rights and obligations of the Series E Preferred Stock.

    (i) On April 13, 1999, the Registrant completed a private placement to
  DIRECTV, Inc. of 405,405 shares of its Series F Preferred Stock having a
  liquidation preference of $3.0 million, raising net proceeds of
  approximately $3.0 million which were used for general corporate purposes.
  The transaction was consummated pursuant to a Series F Preferred Stock
  Purchase Agreement and Investor Rights Agreement, agreements which
  designate certain rights and obligations of the Series F Preferred Stock.
  On the same date, the Registrant entered into a Marketing Agreement with
  DIRECTV, Inc. under which it issued 2,981,196 shares of its Common Stock to
  DIRECTV, Inc. in consideration for $4.6 million of past and future services
  to the Registrant by DIRECTV, Inc. and under which net proceeds of
  approximately $2.8 million were raised under a promissory note

    (j) On April 16, 1999, the Registrant completed a private placement to
  NBC Multimedia, Inc. of 1,013,513 shares of its Series G Preferred Stock
  having a liquidation preference of $7.5 million, raising net proceeds of
  approximately $7.5 million which were used for general corporate purposes.
  The transaction was consummated pursuant to a Series G Preferred Stock
  Purchase Agreement and Investor Rights Agreement, agreements which
  designate certain rights and obligations of the Series G Preferred Stock.

    (k) On April 23, 1999, the Registrant completed a private placement to
  Philips Corporate External Ventures B.V. of 1,351,351 shares of its Series
  H Preferred Stock having a liquidation preference of $10.0 million, raising
  net proceeds of approximately $10.0 million which were used for general
  corporate purposes. The transaction was consummated pursuant to a Series F
  Preferred Stock Purchase Agreement and Investor Rights Agreement,
  agreements which designate certain rights and obligations of the Series H
  Preferred Stock.

    (l) On July 21, 1999, the Registrant sold an aggregate of 3,121,994
  shares of its Series I Preferred Stock having an aggregate liquidation
  preference of $32.5 million and raising aggregate net proceeds of
  approximately $32.5 million. The transaction was pursuant to a Series I
  Preferred Stock Purchase Agreement and Investor Rights Agreement,
  agreements which designate certain rights and obligations of the Series I
  Preferred Stock.

    (m) Since inception of the Company on August 4, 1997 through June 30,
  1999, options to purchase 4,109,240 shares of the Registrant's Common
  Stock, net of 421,375 shares cancelled upon employee termination, were
  granted to 72 optionees under the Registrant's 1997 Equity Incentive Plan.
  Registrant has granted options to purchase 1,987,605 shares of its Common
  Stock, net of 25,000 shares cancelled upon employee termination, to 45
  optionees under its 1999 Equity Incentive Plan. Through June 30, 1999,
  optionees have exercised 2,471,958 shares under the Registrant's 1997
  Equity Incentive Plan raising net proceeds of $265,558, of which 399,937
  shares have been repurchased upon employee termination at a cost

                                     II-3
<PAGE>

  of $27,337. Optionees have exercised 17,000 shares under Registrant's 1999
  Equity Incentive Plan through June 30, 1999. The Registrant has granted
  stock awards for 195,233 shares of its Common Stock under its 1997 Equity
  Incentive Plan and 94,009 shares under its 1999 Equity Incentive Plan for
  past services.

    (n) On March 18, 1998, the Registrant issued a warrant to purchase 52,083
  shares of its Series A Preferred Stock at an exercise price of $0.60 per
  share to Randy Komisar, a director of the Company in consideration for
  Board participation. The warrant expires upon the closing of the Initial
  Public Offering.

    (o) On February 2, 1999, the Registrant issued a warrant to purchase
  60,813 shares of its Series B Preferred Stock at an exercise price of $1.26
  per share to Comdisco, Inc. in connection with a Lease Line Agreement. The
  warrant expires upon the closing of the Initial Public Offering.

    (p) On November 6, 1998, the Registrant issued a warrant to purchase
  324,325 shares of its Series C Preferred Stock at an exercise price of
  $0.01 per share to Quantum Corporation in connection with a Hard Disk Drive
  Supply Agreement dated November 6, 1998. The warrant expires prior to
  closing of the Initial Public Offering.

    (q) On November 6, 1998, the Registrant issued a warrant to purchase
  543,478 shares of its Series D Preferred Stock at an exercise price of
  $0.01 per share to Quantum Corporation in connection with a Hard Disk Drive
  Supply Agreement dated November 6, 1998. The warrant expires prior to
  closing of the Initial Public Offering.

    (r) On April 8, 1999, the Registrant issued warrants to purchase an
  aggregate of 81,522 shares of its Common Stock at exercise prices of $2.50
  per share to New Enterprise Associates VII, L. P., Institutional Venture
  Partners VII, L.P., both of which own in excess of 5% of Registrant voting
  securities, and two other accredited investors pursuant to a certain
  Secured Convertible Debenture Purchase Agreement under which the Registrant
  raised an aggregate of $3.0 million in a debt financing. The warrants
  expire upon the closing of the Initial Public Offering at a per share
  public offering price of not less than $5.00 and an aggregate public
  offering price of at least $10,000,000.

  The sales and issuances of securities in the transactions described in
paragraphs (a) and (c) and the exercise of stock options referred to in
paragraph (m) above were deemed to be exempt from registration under the
Securities Act by virtue of Rule 701 promulgated thereunder in that they were
offered and sold either pursuant to a written compensatory benefit plan or
pursuant to a written contract relating to compensation, as provided by Rule
701.

  The sales and issuances of securities in the transactions described in
paragraph (b) and paragraphs (d) through (k) and (m) through (r) above were
deemed to be exempt from registration under the Securities Act by virtue of
Section 4(2) as transactions by an issuer not involving any public offering.
The purchasers in each case represented their intention to acquire the
securities for investment only and not with a view to the distribution
thereof. Appropriate legends are affixed to the stock certificates issued in
such transactions. Similar legends were imposed in connection with any
subsequent sales of any such securities. All recipients either received
adequate information about the Registrant or had access, through employment or
other relationships, to such information.

Item 16. Exhibits And Financial Statement Schedules

  (a) Exhibits

<TABLE>
<CAPTION>
 Exhibit No.                             Description
 -----------                             -----------
 <C>         <S>
  *1.1       Form of Underwriting Agreement.

   3.1       Amended and Restated Certificate of Incorporation of the
             Registrant as currently in effect.

   3.2       Form of Amended and Restated Certificate of Incorporation to be in
             effect immediately upon the closing of the offering.

</TABLE>


                                     II-4
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No.                             Description
 -----------                             -----------
 <C>         <S>
   3.3       Bylaws of the Registrant as currently in effect.

   3.4       Amended and Restated Bylaws of the Registrant to be in effect
             immediately following the closing of the Offering.

   4.1       Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.

  *4.2       Specimen Common Stock Certificate.

   4.3       Eighth Amended and Restated Investor Rights Agreement between the
             Registrant and certain investors dated July 21, 1999.

  *5.1       Opinion of Cooley Godward LLP.

  10.1       Form of Indemnification Agreement between the Registrant and its
             officers and directors.

  10.2       Registrant's 1999 Equity Incentive Plan and related documents.

  10.3       Registrant's Amended and Restated 1997 Equity Incentive Plan and
             related documents.

  10.4       Registrant's 1999 Employee Stock Purchase Plan and related
             documents.

  10.5       Registrant's 1999 Non-Employee Directors' Stock Option Plan and
             related documents.

 +10.6       Hard Disk Drive Supply Agreement between Quantum Corporation and
             the Registrant dated November 6, 1998.

 +10.7       Master Agreement between Philips Business Electronics B.V. and the
             Registrant dated March 31, 1999.

 +10.8       Marketing Agreement between DIRECTV, Inc. and the Registrant dated
             April 13, 1999.

 +10.9       Agreement between NBC Multimedia, Inc. and the Registrant dated
             April 16, 1999.

  10.10      Sublease Agreement between Verity, Inc. and the Registrant dated
             February 23, 1998.

  10.11      Amendment to Sublease Agreement between Verity, Inc. and the
             Registrant dated November 1998.

  10.12      Second Amendment to Sublease Agreement between Verity, Inc. and
             the Registrant dated March 1999.

  10.13      Consent of Landlord to Sublease between Verity, Inc. and the
             Registrant dated February 23, 1998.

  10.14      Loan and Security Agreement between Silicon Valley Bank and the
             Registrant dated December 15, 1997.

  10.15      Master Lease Agreement between Comdisco, Inc. and the Registrant
             dated February 12, 1999.

 +10.16      Warrant Purchase and Equity Rights Agreement between Quantum
             Corporation and the Registrant dated November 6, 1998 and related
             documents.

  10.17      Warrant to Purchase Shares of Series A Preferred Stock issued to
             Randy Komisar dated March 18, 1998.

  10.18      Warrant Agreement between Comdisco, Inc. and the Registrant dated
             February 12, 1999.

  10.19      Secured Convertible Debenture Purchase Agreement between the
             Registrant and certain of its investors dated April 8, 1999, and
             related documents.

  10.20      First Amendment to Hard Disk Supply Agreement between Quantum and
             the Registrant dated June 25, 1999.

  10.21      Registrant's 401(k) Plan effective December 1, 1997.
</TABLE>

                                      II-5
<PAGE>

<TABLE>
<CAPTION>
 Exhibit No.                           Description
 -----------                           -----------
 <C>         <S>
 +10.22      Tribune Media Services Television Listing Agreement between
             Tribune Media Services and the Registrant dated June 1, 1998.

 +10.23      Amendment to the Data License Agreement between Teleworld Inc.,
             and Tribune Media Services, Inc. between Tribune Media Services
             and the Registrant dated November 10, 1998.

  23.1       Consent of Arthur Andersen LLP.

 *23.2       Consent of Cooley Godward LLP (included in Exhibit 5.1).

  24.1       Power of Attorney (included on signature page).

  27.1       Financial Data Schedule.
</TABLE>
-----------------------
+ Portions of this exhibit have been omitted pursuant to a request for
  confidential treatment. Such portions have been filed separately with the
  Commission.
* To be filed by amendment.

  (b) Financial Statement Schedules

  Schedules are omitted because they are not applicable, or because the
information is included in the Financial Statements or the Notes thereto.

Item 17. Undertakings

  A. The Registrant hereby undertakes to provide to the underwriters at the
closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

  B. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

  C. The Registrant hereby undertakes that:

    (1) For purposes of determining any liability under the Securities Act,
  the information omitted from the form of prospectus filed as part of this
  registration statement in reliance upon Rule 430A and contained in a form
  of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Securities Act shall be deemed to be part of this
  registration statement as of the time it was declared effective.

    (2) For purposes of determining any liability under the Securities Act,
  each post-effective amendment that contains a form of prospectus shall be
  deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.

                                     II-6
<PAGE>

                                  SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, Registrant has
duly caused this Registration Statement to be signed on its behalf, by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, County of
Santa Clara, State of California, on July 22, 1999.

                                          TiVo Inc.

                                          By:       /s/ Michael Ramsay
                                            ___________________________________
                                             Michael Ramsay
                                             President, Chief Executive
                                             Officer and Chairman of the Board

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael Ramsay and David H. Courtney, and each
of them, his attorneys-in-fact, each with the power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to sign any registration statement for the same offering
covered by this Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto in all 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 act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents or any of
them, or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof. Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----

<S>                                    <C>                        <C>
        /s/ Michael Ramsay             President, Chief Executive    July 22, 1999
______________________________________  Officer, and Chairman of
   Michael Ramsay                       the Board (Principal
                                        Executive Officer)

       /s/ David H. Courtney           Vice President of Finance     July 22, 1999
______________________________________  and Chief Financial
  David H. Courtney                     Officer (Principal
                                        Financial and Accounting
                                        Officer)

         /s/ James Barton              Vice President of Research    July 22, 1999
______________________________________  and Development, Chief
    James Barton                        Technical Officer and
                                        Director
</TABLE>


                                     II-7
<PAGE>

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----
<S>                                    <C>                        <C>
       /s/ Geoffrey Y. Yang            Director                      July 22, 1999
______________________________________
   Geoffrey Y. Yang

         /s/ Stewart Alsop             Director                      July 22, 1999
______________________________________
   Stewart Alsop

         /s/ Randy Komisar             Director                      July 22, 1999
______________________________________
    Randy Komisar

       /s/ Larry N. Chapman            Director                      July 22, 1999
______________________________________
   Larry N. Chapman

       /s/ Thomas S. Rogers            Director                      July 22, 1999
______________________________________
   Thomas S. Rogers

       /s/ Michael J. Homer            Director                      July 22, 1999
______________________________________
   Michael J. Homer
</TABLE>


                                      II-8
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
 Exhibit No.                             Description
 -----------                             -----------
 <C>         <S>
  *1.1       Form of Underwriting Agreement.

   3.1       Amended and Restated Certificate of Incorporation of the
             Registrant as currently in effect.

   3.2       Form of Amended and Restated Certificate of Incorporation to be in
             effect immediately upon the closing of the offering.

   3.3       Bylaws of the Registrant as currently in effect.

   3.4       Amended and Restated Bylaws of the Registrant to be in effect
             immediately following the closing of the Offering.

   4.1       Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.

  *4.2       Specimen Common Stock Certificate.

   4.3       Eighth Amended and Restated Investor Rights Agreement between the
             Registrant and certain investors dated July 21, 1999.

  *5.1       Opinion of Cooley Godward LLP.

  10.1       Form of Indemnification Agreement between the Registrant and its
             officers and directors.

  10.2       Registrant's 1999 Equity Incentive Plan and related documents.

  10.3       Registrant's Amended and Restated 1997 Equity Incentive Plan and
             related documents.

  10.4       Registrant's 1999 Employee Stock Purchase Plan and related
             documents.

  10.5       Registrant's 1999 Non-Employee Directors' Stock Option Plan and
             related documents.

 +10.6       Hard Disk Drive Supply Agreement between Quantum Corporation and
             the Registrant dated November 6, 1998.

 +10.7       Master Agreement between Philips Business Electronics B.V. and the
             Registrant dated March 31, 1999.

 +10.8       Marketing Agreement between DIRECTV, Inc. and the Registrant dated
             April 13, 1999.

 +10.9       Agreement between NBC Multimedia, Inc. and the Registrant dated
             April 16, 1999.

  10.10      Sublease Agreement between Verity, Inc. and the Registrant dated
             February 23, 1998.

  10.11      Amendment to Sublease Agreement between Verity, Inc. and the
             Registrant dated November 1998.

  10.12      Second Amendment to Sublease Agreement between Verity, Inc. and
             the Registrant dated March 1999.

  10.13      Consent of Landlord to Sublease between Verity, Inc. and the
             Registrant dated February 23, 1998.

  10.14      Loan and Security Agreement between Silicon Valley Bank and the
             Registrant dated December 15, 1997.

  10.15      Master Lease Agreement between Comdisco, Inc. and the Registrant
             dated February 12, 1999.

 +10.16      Warrant Purchase and Equity Rights Agreement between Quantum
             Corporation and the Registrant dated November 6, 1998 and related
             documents.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
 Exhibit No.                            Description
 -----------                            -----------
 <C>         <S>
  10.17      Warrant to Purchase Shares of Series A Preferred Stock issued to
             Randy Komisar dated March 18, 1998.

  10.18      Warrant Agreement between Comdisco, Inc. and the Registrant dated
             February 12, 1999.

  10.19      Secured Convertible Debenture Purchase Agreement between the
             Registrant and certain of its investors dated April 8, 1999, and
             related documents.

  10.20      First Amendment to Hard Disk Supply Agreement between Quantum and
             the Registrant dated June 25, 1999.

  10.21      Registrant's 401(k) Plan effective December 1, 1997.
 +10.22      Tribune Media Services Television Listing Agreement between
             Tribune Media Services and the Registrant dated June 1, 1998.

 +10.23      Amendment to the Data License Agreement between Teleworld Inc.,
             and Tribune Media Services, Inc. between Tribune Media Services
             and the Registrant dated November 10, 1998.

  23.1       Consent of Arthur Andersen LLP.

 *23.2       Consent of Cooley Godward LLP (included in Exhibit 5.1).

  24.1       Power of Attorney (included on signature page).

  27.1       Financial Data Schedule.
</TABLE>
-----------------------
+ Portions of this exhibit have been omitted pursuant to a request for
  confidential treatment. Such portions have been filed separately with the
  Commission.
* To be filed by amendment
[{"type": "S-1", "sequence": "1", "description": "FORM S-1", "secsgml_size_bytes": 376816}]
{"company-data": {"conformed-name": "TIVO INC", "cik": "0001088825", "assigned-sic": "", "irs-number": "770453167", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-83515", "film-number": "99668931"}, "business-address": {"street1": "C/O COOLEY GODWARD LLP", "street2": "FIVE PALO ALTO SQUARE 3000 EL CAMINO REA", "city": "PALO ALTO", "state": "CA", "zip": "94306-2155", "phone": "4087476080"}, "mail-address": {"street1": "894 ROSS DRIVE", "street2": "SUITE 100", "city": "SUNNYVALE", "state": "CA", "zip": "94089"}}
As filed with the Securities and Exchange Commission on July 22, 1999
                                                        Registration No. 333-

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                 -----------

                                   FORM S-1
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                                 -----------

                                   TIVO INC.
            (Exact name of registrant as specified in its charter)

       Delaware                     4841                     77-0463167
    (State or other           (Primary Standard           (I.R.S. Employer
    jurisdiction of              Industrial            Identification Number)
   incorporation or          Classification Code
     organization)                 Number)

                           894 Ross Drive, Suite 100
                              Sunnyvale, CA 94089
                                (408) 747-5080
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                                 -----------

                                Michael Ramsay
                     President and Chief Executive Officer
                                   TiVo Inc.
                           894 Ross Drive, Suite 100
                              Sunnyvale, CA 94089
                                (408) 747-5080
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                 -----------

                                   Copies to
        Alan C. Mendelson, Esq.                Danielle Carbone, Esq.
          Cooley Godward LLP                     Shearman & Sterling
         Five Palo Alto Square                  599 Lexington Avenue
          3000 El Camino Real                  New York, NY 10022-6069
          Palo Alto, CA 94306                      (212) 848-4000
            (650) 843-5000

                                 -----------

  Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

                                 -----------

  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 145 under the Securities Act of
1933, check the following box. [_]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                                 -----------

                        CALCULATION OF REGISTRATION FEE

------------------------------------------------------------------------------
------------------------------------------------------------------------------
Proposed Maximum
                                               Aggregate
  Title of Each Class of Securities to be       Offering         Amount of
                Registered                      Price(1)      Registration Fee
------------------------------------------------------------------------------
Common Stock, $.001 par value par share....   $80,000,000         $22,240
------------------------------------------------------------------------------
------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee, in
    accordance with Rule 457(o) under the Securities Act of 1933.

                                 -----------

  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to such Section 8(a), may determine.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and we are not soliciting an offer to buy      +
+these securities in any state where the offer or sale is not permitted.       +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                   SUBJECT TO COMPLETION, DATED JULY 22, 1999

                                Shares

                                 [LOGO OF TIVO]

                                  Common Stock

                                   ---------

  Prior to this offering, there has been no public market for our common stock.
The initial public offering price is expected to be between $    and $    per
share. We have applied to list our common stock on The Nasdaq National Market
under the symbol "TIVO."

  The underwriters have an option to purchase a maximum of   additional shares
of our common stock to cover over-allotments of shares.

  Investing in our common stock involves risks. See "Risk Factors" starting on
page 6.
Underwriting
                                              Price to Discounts and Proceeds to
                                               Public   Commissions   TiVo Inc.
                                              -------- ------------- -----------
Per Share....................................  $          $            $
Total........................................  $          $            $
Delivery of the shares of common stock will be made on or about       ,
1999.

    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

Credit Suisse First Boston

            Allen & Company Incorporated

                          BancBoston Robertson Stephens

                                                     Thomas Weisel Partners LLC

                  The date of this prospectus is       , 1999.
------------

                               TABLE OF CONTENTS
Page
                                      ----
Prospectus Summary..................    3
Risk Factors........................    6
Use of Proceeds.....................   18
Dividend Policy.....................   18
Capitalization......................   19
Dilution............................   20
Selected Financial Data.............   21
Management's Discussion And Analysis
 Of Financial Condition And Results
 Of Operations......................   22
Business............................   29
Management..........................   44
Page
                                    ----
Certain Relationships And Related
 Transactions......................  56
Principal Stockholders.............  59
Description of Capital Stock.......  61
Shares Eligible for Future Sale....  64
Underwriting.......................  66
Notice to Canadian Residents.......  68
Legal Matters......................  69
Experts............................  69
Where You Can Find More
 Information.......................  69
Index to Consolidated Financial
 Statements........................ F-1
------------

  You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is
legal to sell these securities. The information in this document may only be
accurate on the date of this document.

  "TiVo," "Personal TV," "Life's too short for bad TV," "The way TV is meant
to be," "Primetime Anytime," "Viewergraphic," "Viewergraphic Profiling
System," "Extensible Timeshifting Architecture" and the TiVo, "Thumbs Up" and
"Thumbs Down" logos are trademarks of TiVo Inc. All other trademarks or
service marks appearing in this prospectus are trademarks or service marks of
the respective companies that use them.

                                 ------------

  Except as otherwise indicated, information in this prospectus is based on
the following assumptions:

  .  The conversion of all outstanding shares of preferred stock into shares
     of common stock upon the closing of this offering; and

  . No exercise of the underwriters' over-allotment option.

                                 ------------

                     Dealer Prospectus Delivery Obligation

  Until       , 1999 (25 days after the commencement of this offering), all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This
is in addition to the dealer's obligation to deliver a prospectus when acting
as an underwriter and with respect to unsold allotments or subscriptions.

                                       2
[DESCRIPTION OF ARTWORK TO COME]
PROSPECTUS SUMMARY

  This summary highlights information contained elsewhere in this prospectus.
You should read this entire prospectus carefully.

                                   TiVo Inc.

  TiVo is a pioneer in the personal television industry. We have created a
unique personal television service that allows viewers to watch what they want
when they want. The TiVo Service creates a richer and more enjoyable television
viewing experience by offering viewers greater control, choice, and
convenience. We believe that the TiVo Service also allows television
programmers and advertisers to reach a broader audience by making shows more
accessible and easier to record and to target their programming and advertising
to specific viewers. The TiVo Service is a subscription-based service enabled
by a personal video recorder that we have designed and developed. The TiVo
Service has many features that distinguish it from traditional television
viewing:

  . Locate and Record Multiple Shows Quickly and Easily. Viewers can easily
    locate and record a single show or schedule a customized lineup of
    several shows. With the Season Pass feature, the TiVo Service
    automatically records all episodes of viewers' favorite shows.

  . Control Live Television. Viewers can pause or rewind live television
    shows, fast forward to the live telecast, and execute any of TiVo's
    advanced viewing commands, including slow motion and frame-by-frame.
    Prior to the introduction of TiVo, the ability to control live television
    in this manner was not available.

  . Viewing Preferences and Suggested Programming.  Using the Thumbs Up and
    Thumbs Down buttons on the TiVo remote control, viewers can enter
    preferences for particular types of shows. Based on these preferences,
    the TiVo Service suggests programming that viewers are likely to enjoy.

  . Specialized Content. The TiVo Service allows television programmers to
    create Network Showcases, which are branded areas of the TiVo Service
    that feature selected programming, upcoming movies, special events or
    mini-series. The TiVo Service also includes TiVolution Magazine, which
    features theme-based collections of shows compiled by our editorial
    staff.

  . Menu Driven Navigation and Viewer Interface. TiVo Central, the main
    screen of the TiVo Service, allows viewers to access their customized
    lineup of shows, Network Showcases, TiVolution Magazine and other
    features. Viewers can quickly and easily browse through an on-air program
    guide that includes a schedule of up to two weeks of available television
    programming.

  The TiVo Service also serves as a new platform for television programmers,
advertisers, and network operators to deliver television programming,
advertising, and in-home commerce. Potential future services include:

  . Active Promotions. We anticipate that television programmers will be able
    to use the TiVo Service to allow viewers to easily record a variety of
    programming such as movies, sports events, television series and other
    products and services. For example, we are currently developing iPreview,
    a service that allows viewers to schedule and record featured programming
    using a "point and click" feature during previews.

  . Active Ads. We anticipate that advertisers will be able to use the TiVo
    Service to reach a broader base of consumers and offer commercials that
    better match viewers' interests. For example, during the same commercial
    time slot, an automobile advertiser may feature a sport utility vehicle
    in one household and a minivan in another, based on the viewers' stored
    preferences. We are currently developing iBuy, a service that allows
    viewers to get more information about and possibly purchase featured
    products or services using the TiVo remote control.

                                       3
We have strategic partnerships with a number of industry-leading companies
including DIRECTV, NBC, Philips and Quantum, who are also equity investors in
TiVo. We are working with our partners to establish personal television as a
major category of home entertainment, to create new specialized programming for
viewers and to market the TiVo Service and products that enable the TiVo
Service.

  We expect to commence our retail launch in the second half of 1999. Philips
will spearhead this launch by manufacturing and selling the personal video
recorder that enables the TiVo Service, allowing us to focus our resources on
promoting and enhancing the TiVo Service.

  In July 1999, we completed a private placement of $32.5 million of our
preferred stock. The following leading programmers, cable network operators and
other content providers participated in this private placement either directly
or through an affiliate:

  . Advance/Newhouse                   . Discovery Communications

  . CBS Corporation                    . Liberty Media

  . Comcast Interactive                . TV Guide Interactive

  . Cox Communications                 . The Walt Disney Company

  We were incorporated in Delaware in August 1997. Our headquarters are located
at 894 Ross Drive, Suite 100, Sunnyvale, California 94089. Our telephone number
is (408) 747-5080. The address of our web site is www.tivo.com. Information
contained on our web site should not be considered a part of this prospectus.

                                  The Offering
Common stock offered.......................     shares
 Common stock to be outstanding after this
  offering..................................     shares
 Use of proceeds............................ We intend to use the estimated proceeds for
                                             working capital and general corporate
                                             purposes, including advertising and
                                             promotion of the TiVo Service and the TiVo
                                             brand, product development, expansion of
                                             our sales, marketing and service
                                             capabilities. We may also use a portion of
                                             the proceeds for acquisitions of products
                                             and technologies or for strategic
                                             alliances. See "Use of Proceeds."
 Proposed Nasdaq National Market symbol..... TIVO
The number of shares of common stock to be outstanding after the offering is
estimated based on the number of shares outstanding on July 21, 1999. It
excludes 3,721,800 shares subject to outstanding options or reserved for future
grants or purchases pursuant to our employee stock option and purchase plans.
See "Management--Stock Plans."

                                       4
Summary Financial Information

                     (in thousands, except per share data)
Period From                                  Period From
                          August 4, 1997             Six Months Ended   August 4, 1997
                            (Inception)   Year Ended     June 30,        (Inception)
                          to December 31,  December  -----------------   to June 30,
                               1997          1998     1998      1999         1999
                          --------------- ---------- -------  --------  --------------
Statement of Operations
 Data:
Subscription revenues...      $  --        $   --    $   --   $      8     $      8
Cost of services........         --            --        --     (1,170)      (1,170)
Operating expenses......        (625)       (9,837)   (3,068)  (10,376)     (20,838)
Other operating income..         --            --        --        895          895
Other operating
 expenses...............         --            --        --     (1,084)      (1,084)
Net loss................      $ (595)      $(9,721)  $(3,046) $(11,628)    $(21,944)

Net loss per share:
Basic and diluted.......      $(0.20)      $ (2.21)  $ (0.79) $  (1.75)    $  (4.74)
Weighted average
 shares.................       2,917         4,406     3,839     6,633        4,630

Pro forma net loss per
 share (unaudited)(1):
Basic and diluted.......                   $ (0.80)           $  (0.56)
Weighted average
 shares.................                    12,135              20,745
----------------------
(1) Pro forma net loss per share is calculated as if the convertible preferred
    stock outstanding as of June 30, 1999 was converted into shares of common
    stock on the date of its issuance on a one-for-one basis and as if all
    warrants outstanding as of June 30, 1999 had been exercised and converted
    into shares of common stock on the date of issuance on a one-for-one basis.
June 30, 1999
                                                 -----------------------------
                                                                    Pro Forma
                                                 Actual  Pro Forma As Adjusted
                                                 ------- --------- -----------
Balance Sheet Data:
Cash and cash equivalents....................... $11,967  $46,797
Working capital.................................  18,221   53,051
Total assets....................................  23,804   58,634
Long-term portion of obligations under capital
 lease..........................................     558      558
Total stockholders' equity......................  19,105   53,935
The table above summarizes our balance sheet data as of June 30, 1999:

  . on an actual basis;

  . on a pro forma basis to reflect (i) the automatic conversion of all
    shares of preferred stock outstanding on June 30, 1999 into shares of
    common stock on a one-for-one basis, (ii) the exercise and conversion of
    all warrants outstanding as of June 30, 1999 into shares of common stock,
    (iii) the issuance of 3,121,994 shares of Series I preferred stock at
    $10.41 per share in July 1999 and conversion into shares of common stock
    on a one-for-one basis; and (iv) the issuance of a Series I preferred
    stock warrant with an exercise price of $10.41 per share in July 1999 and
    its exercise and conversion into 192,123 shares of common stock.

  . on a pro forma as adjusted basis to reflect the sale of   shares of
    common stock offered by this prospectus assuming an initial public
    offering price of $  per share after deducting estimated underwriting
    discounts and commissions and estimated offering expenses.

                                       5
RISK FACTORS

  An investment in our common stock is very risky. You should carefully
consider the risks and uncertainties described below and the other information
in this prospectus before purchasing our common stock. Additional risks and
uncertainties not presently known to us or that we currently believe are
immaterial also may impair our business operations. If any of the following
risks occur, our business, operating results and financial condition could be
seriously harmed. As a result, we may fail to meet the expectations of the
public market in any given period, and the market price of our common stock
could decline.

Risks Related To Our Business

 We have recognized very limited revenue, have incurred significant net losses
and may never achieve profitability.

  We have recognized limited revenues, have incurred significant losses and
have had substantial negative cash flow. From our inception in August 1997 to
June 30, 1999, we had $8,000 of subscription revenues and $895,000 of proceeds
resulting from the sale of personal video recorders that enable the TiVo
Service. As of June 30, 1999, we had an accumulated deficit of $21.9 million.
We expect to incur significant operating expenses over the next several years
in connection with the continued development and expansion of our business. As
a result, we expect to continue to lose money for the foreseeable future. The
size of these net losses will depend in part on the growth in our subscriber
base and on our expenses. With increased expenses, we will need to generate
significant additional revenues to achieve profitability. Consequently, it is
possible that we may never achieve profitability, and even if we do, we may
not sustain or increase profitability on a quarterly or annual basis in the
future.

 We have a limited operating history which may make it difficult for us or
investors to evaluate trends and other factors that affect our business.

  We were incorporated in August 1997 and have been obtaining subscribers and
selling personal video recorders only since March 31, 1999. Prior to that
time, our operations consisted primarily of research and development efforts.
As of June 30, 1999, we had sold only a limited number of personal video
recorders and obtained a limited number of subscribers to the TiVo Service.
Sales and subscriptions to date have been generated through limited marketing
campaigns, word-of-mouth and our web site. As a result of our limited
operating history, our historical financial and operating information is of
limited value in evaluating our future operating results. For example, it may
be difficult to accurately predict our future revenues, costs of revenues,
expenses or results of operations. Personal television is a new product
category for consumers and it may be difficult to predict the future growth
rate, if any, or size of the market for our products and services. We may be
unable to accurately forecast customer behavior and recognize or respond to
emerging trends, changing preferences or competitive factors facing us in the
emerging market for personal television products and services. As a result, we
may be unable to make accurate financial forecasts and adjust our spending in
a timely manner to compensate for any unexpected revenue shortfall. This
inability could cause our net losses in a given quarter to be greater than
expected and could have a material adverse effect on our business, results of
operations and prospects. Any evaluation of our business and prospects must be
made in light of the risks and difficulties encountered by companies offering
products or services in new and rapidly evolving markets.

 Our ability to achieve market acceptance of the TiVo Service and products
that enable the TiVo Service depends on a successful retail launch.

  Our success is dependent upon a successful retail launch of the TiVo Service
and related personal video recorders, which is scheduled to begin in the
second half of 1999 and continue through the 1999 holiday season. During this
time, we will rely principally on Philips to manufacture, market, sell and
support the personal video recorder that enables the TiVo Service. We also
will rely on the efforts of DIRECTV to market, sell and support the TiVo
Service to DIRECTV subscribers. The launch requires, among other things, that
we:

  . undertake an extensive marketing campaign to educate consumers on the
    benefits of the TiVo Service and related personal video recorder;

                                       6
. establish and promote the TiVo brand;

  . commit a substantial amount of human and financial resources to achieve
     retail distribution;

  . adequately train sales and support personnel in the retail channel;

  . rely on consumer electronics and other manufacturers to make sufficient
    quantities of personal video recorders to satisfy consumer demand; and

  . coordinate our own sales, marketing and support activities with those of
    Philips, DIRECTV and other strategic partners.

  We or our strategic partners may fail to achieve any or all of these
objectives. In addition, the launch may be delayed and we may miss the holiday
buying season, the TiVo Service and related personal video recorder may be
perceived as too expensive or complex and our marketing campaign may prove
ineffective in attracting subscribers. Our partners may be unable or unwilling
to commit sufficient resources to manufacture, market, sell or support
personal video recorders that enable the TiVo Service for a successful 1999
retail launch.

  We may encounter other difficulties in the course of the retail launch, such
as:

  . manufacturing or design defects;

  . software errors;

  . shipping and billing errors; and

  . interruptions in the TiVo Service.

  Competitive offerings or changing preferences may cause consumers to delay
or decline the purchase of the TiVo Service and related personal video
recorder. All of these events would reduce consumer demand and market
acceptance, diminish our brand and impair our ability to attract subscribers
to the TiVo Service.

 We depend on a limited number of third parties to manufacture, distribute and
supply critical components and services for the personal video recorders that
enable the TiVo Service.

  The TiVo Service is enabled through the use of a personal video recorder
made available by a limited number of third parties. In addition, we rely on
sole suppliers for a number of key components for the personal video
recorders. The time and resources that these third parties devote to our
business is not within our control. We cannot be sure that these parties will
perform their obligations as expected or that any revenue, cost savings or
other benefits will be derived from the efforts of these parties. If any of
these parties breaches or terminates its agreement with us or otherwise fails
to perform their obligations in a timely manner, the commercialization of our
products and services may be delayed or cancelled. Our relationships with
these parties are non-exclusive, and they may also support products and
services that compete directly with us, or offer similar or greater support to
our competitors. If any of these events were to occur, we may be required to
undertake unforeseen additional responsibilities or devote additional
resources to commercialize our products and services. This outcome would harm
our ability to compete effectively and quickly achieve market acceptance and
brand recognition.

  In addition, we face the following risks in relying on these third parties:

  Manufacturing Risks. To date we have manufactured the personal video
recorders that enable the TiVo Service through a third-party contract
manufacturer. We have entered into an agreement with Philips to manufacture
and distribute the personal video recorders that enable the TiVo Service, and
have begun transitioning manufacture of the personal video recorder from the
third-party contract manufacturer to Philips. Although we anticipate that
Philips will assume manufacturing responsibility in the second half of 1999,
we have no minimum volume commitments from Philips or any other manufacturer.
The transition to using Philips as sole manufacturer, and their ability to
reach sufficient production volume of the personal video recorder to satisfy
anticipated demand, is subject to delays and unforeseen problems such as
defects, shortages of critical

                                       7
components and cost overruns. Moreover, substantial lead times are required to
manufacture anticipated quantities of the personal video recorders that enable
the TiVo Service. Philips may have very little time to remedy unforeseen
delays or problems that may arise. Such delays and other problems could impair
our retail launch and brand image and make it difficult for us to attract
subscribers. In addition, the loss of Philips would require us to identify and
contract with alternative sources of manufacturing, which we may be unable to
do and which could prove time-consuming and expensive. Although we expect to
contract with additional consumer electronics companies for the manufacture of
personal video recorders in the future, we may be unable to establish
additional relationships on acceptable terms.

  Marketing and Distribution Risks. As part of our retail launch, the personal
video recorder that enables the TiVo Service will be distributed by Philips.
We will rely on Philips' sales force, marketing budget and brand image in the
promotion and support of the personal video recorder and the TiVo Service.
After the retail launch we expect to continue to rely on Philips and other
strategic partners to promote and support the personal video recorder and
other devices that enable the TiVo Service. The loss of one or more of these
partners would require us to undertake more of these activities on our own. As
a result, we would need to spend significant resources to support personal
video recorders and other devices that enable the TiVo Service. We also expect
to rely on DIRECTV and other partners to provide marketing support for the
TiVo Service. If one or more of these partners fails to provide anticipated
marketing support, we will be required to divert more of our limited resources
to marketing the TiVo Service. If we are unable to provide adequate marketing
support for the personal video recorder and the TiVo Service, our ability to
attract subscribers to the TiVo Service will be limited.

  Suppliers of Key Components and Services. We currently rely on sole
suppliers for a number of the key components and services used in the personal
video recorders and the TiVo Service. For example:

  .  Quantum is the sole supplier of the hard disk drives;

  .  NEC is the sole supplier of the application specific integrated circuit,
     a semiconductor device;

  .  Sony is the sole supplier of the MPEG2 encoder semiconductor device; and

  .  Tribune Media Services is the sole supplier of program guide data.

  We cannot be sure that alternative sources for these and other key
components and services used in the personal video recorders and the TiVo
Service will be available when needed or, if available, that these components
and services will be available on favorable terms. If our agreements with
Quantum, NEC, Sony or Tribune Media Services were to terminate or expire, or
if we were unable to obtain sufficient quantities of these components or
required program guide data, our search for alternate suppliers could result
in significant delays, added expense or disruption in product availability.

 Our ability to generate revenues from subscription fees is unproven and may
fail, and we have entered into agreements to share a portion of these revenues
with some of our strategic partners.

  We expect to generate a substantial portion of our revenues from
subscription fees for the TiVo Service. Many of our potential customers
already pay monthly fees for cable or satellite television services. In order
to attract subscribers, we must convince these consumers to pay an additional
subscription fee to receive the TiVo Service. Our ability to do so effectively
could be harmed by current and future competitors in the personal television
market that offer comparable services without charging a subscription fee.
Moreover, we have agreed to share a substantial portion of these subscription
fees with some of our strategic partners in exchange for manufacturing,
distribution and marketing support and discounts on key components for
personal video recorders. If we were required to reduce our subscription fee,
we would remain obligated to pay certain of our partners a fixed portion of
our subscription fees. Our decision to share subscription revenues is based on
our expectation that our partnerships will help us obtain subscribers, broaden
market acceptance of personal television and increase our future revenues. If
these expectations are not met, or if we are forced to reduce our subscription
fees in response to competitive factors, our business will be seriously
harmed.

                                       8
Our business is expanding rapidly and our failure to manage growth could harm
our business and operating results.

  Since we began our business in August 1997, we have significantly expanded
our operations. We anticipate continued expansion in our headcount, facilities
and infrastructure to support potential growth in our subscriber base and to
allow us to pursue market opportunities. This expansion has placed, and will
continue to place, a significant strain on our management, operational and
financial resources and systems. Specific risks we face as our business
expands include:

  Attracting and retaining qualified personnel. Our success will depend on our
ability to attract, retain and motivate managerial, technical, marketing and
customer support personnel. Competition for such employees is intense,
especially for engineers in the San Francisco Bay Area, and we may be unable
to successfully attract, integrate or retain sufficiently qualified personnel.
If we are unable to hire, train, retain and manage required personnel, we may
be unable to successfully implement our business strategy.

  Maintaining system scalability. Many of the systems we use to run the TiVo
Service and perform other processing functions were developed internally, and
their ability to scale as we rapidly add new subscribers is unproven. We must
continually improve these systems in order to accommodate subscriber growth
and add features and functionality to the TiVo Service. The inability to add
additional software and hardware or to upgrade our technology, systems or
network infrastructure could have adverse consequences on our business or
cause service interruptions or delays in introducing new services.

  Providing customer support. Our ability to increase sales, retain current
and future subscribers and strengthen our brand will depend in part upon the
quality of our customer support operations. Some customers may require
significant support when installing the personal video recorder and becoming
acquainted with the features and functionality of the TiVo Service. We have
limited experience with widespread deployment of our products and services to
a diverse customer base, and we may not have adequate personnel to provide the
levels of support that our customers may require. In addition, we expect to
rely on third parties for a substantial portion of our customer support
functions. To date, we have not yet entered into agreements with any third
parties to provide this support. Failure by us or these third parties to
provide adequate customer support for the TiVo Service and personal video
recorder could damage our reputation in the personal television and consumer
electronics marketplace and strain the relationships we may have with our
customers and strategic partners. This could prevent us from gaining new or
retaining existing subscribers and could cause harm to our reputation and
brand.

  Improving operational systems. To manage the expected growth of our
operations and personnel, we will need to improve our operational and
financial systems, procedures and controls. Our current and planned systems,
procedures and controls may not be adequate to support our future operations
and expected growth. For example, we expect to replace our accounting and
billing system within the next year. Delays or problems associated with any
improvement or expansion of our operational systems and controls may have a
material adverse effect on our business.

 The success of our business model depends on our ability to create multiple
revenue streams.

  Although our initial success will depend on building a significant customer
base and generating subscription fees from the TiVo Service, our long-term
success will depend on securing additional revenue streams such as:

  . advertising;

  . revenues from networks; and

  . electronic commerce or couch commerce.

  In order to derive substantial revenues from these activities, we will need
to attract and retain a large and growing base of subscribers to the TiVo
Service. We will also need to work closely with television advertisers, cable
and satellite network operators, electronic commerce companies and consumer
electronics manufacturers

                                       9
and service providers to develop products and services in these areas. We may
not be able to effectively work with these parties to develop products that
result in sufficient revenues to us to justify their costs. In addition, we
are currently obligated to share a portion of these revenues with one of our
strategic partners. If we are unable to attract and retain a large and growing
group of subscribers and strategic partners, our ability to develop new
revenue streams will be seriously harmed.

Risks Related To Establishing A Market For The TiVo Service

 It will take a substantial amount of time and resources to achieve broad
market acceptance of the TiVo Service and products that enable the TiVo
Service.

  Personal television products and services represent a new, untested consumer
electronics category. The TiVo Service is in an early stage of development and
many consumers are not aware of its benefits. As a result, demand for and
market acceptance of the TiVo Service and products that enable the TiVo
Service is highly uncertain and subject to significant risk. Retailers,
consumers and potential partners may perceive little or no benefit from
personal television products and services. Likewise, consumers may not value,
or be unwilling to pay for, the TiVo Service and products that enable the TiVo
Service. To develop this market and obtain subscribers to the TiVo Service, we
will be required to devote a substantial amount of time and resources to
educating consumers and promoting our products. Our efforts to obtain
subscribers, encourage the development of new devices that enable the TiVo
Service and offer new content and services may fail. There is no way for us to
be sure that a broad base of consumers will ultimately subscribe to the TiVo
Service or purchase the products that enable the TiVo Service.

 We face intense competition from a number of sources, which may impair our
revenues and ability to generate subscribers.

  The personal television market is new and rapidly evolving and we expect
competition from a number of sources, including:

  Internet-related companies and companies offering similar products and
services.  We are likely to face intense direct competition from companies
such as WebTV Networks Inc., America Online, Inc., Replay Networks, Inc. and
X-TV. These companies offer, or have announced their intention to offer,
products with one or more of the TiVo Service's functions or features and, in
some instances, combine these features with Internet browsing or traditional
broadcast, cable or satellite television programming. Many of these companies
have greater brand recognition and market presence and access to substantially
greater financial, marketing and distribution resources than we do. For
example, WebTV is controlled by, and has the financial backing of, Microsoft
Corporation. Some of these companies also have established relationships with
third party consumer electronic manufacturers, network operators and
programmers, which could make it difficult for us to establish relationships
and enter into agreements with these third parties. Some of these competitors
also have relationships with our strategic partners. For example, DIRECTV
recently formed an alliance with America Online. Faced with this competition,
we may be unable to expand our market share and attract an increasing number
of subscribers to the TiVo Service.

  Established competitors in the consumer electronics market. We compete with
consumer electronic products in the television and home entertainment
industry. The television and home entertainment industry is characterized by
rapid technological innovation, a small number of dominant manufacturers and
intense price competition. As a new product category, personal television
enters a market that is crowded with several established products and
services. The competition for consumer spending in the television and home
entertainment market is intense, and our products and services will compete
with:

  . VCRs;

  . DVD players;

  . digital and traditional cable television systems;

                                      10
. satellite television systems;

  . video on demand services; and

  . laser disc players.

  Most of these technologies or devices have established markets, a broad
subscriber base and proven consumer acceptance. In addition, many of the
manufacturers and distributors of these competing devices have substantially
greater brand recognition, market presence, distribution channels, advertising
and marketing budgets and promotional and other strategic partners. Faced with
this competition, we may be unable to effectively differentiate the personal
video recorder or the TiVo Service from these devices.

  Our initial success will depend not only on consumers making a minimum
investment of $499 for a personal video recorder, but also committing up to
$9.95 per month to subscribe to the TiVo Service. Today's home electronics
market offers consumers an overwhelming number of options to enhance their
television and home entertainment experience. Products introduced in just the
last several years include enhanced VCRs and program guides, DVDs and flat
screen televisions. Each of these products requires a significant financial
investment for the average consumer. Consumers who have purchased any of these
competing products may be reluctant to purchase personal television systems
and services, which would have an adverse effect on our business.

  To build market share and attract subscribers, we must effectively compete
with the products described above. Additionally, new technologies may increase
the competitive pressures we face by enabling our competitors to offer
products or services with new features or at a lower cost. In order to respond
to changes in the competitive environment, we may, from time to time, make
pricing, service or marketing decisions or acquisitions that could harm our
operating results for any given period.

  Personal television, in general, and TiVo, specifically, also must compete
with traditional advertising media such as print, radio and television for a
share of advertisers' total advertising budgets. To the extent that personal
television is not perceived as an effective advertising medium, advertisers
may be reluctant to devote a significant portion of their advertising budget
to promotions on TiVo's Service.

 Our inability to introduce new products or services could prevent us from
increasing subscriber growth and revenues.

  To attract and retain subscribers and generate revenues, we must continue to
add functionality and content and introduce products and services which embody
new technologies and, in some instances, new industry standards. This
challenge will require hardware and software improvements, as well as new
collaborations with programmers, advertisers, network operators, hardware
manufacturers and other strategic partners. These activities require
significant time and resources and may require us to develop and promote new
ways of generating revenue with established companies in the television
industry. These companies include television advertisers, cable and satellite
network operators, electronic commerce companies and consumer electronics
manufacturers and service providers. In each of these examples, a small number
of large companies dominate a major portion of the market and may be reluctant
to work with us to develop new products and services for personal television.
If we are unable to further develop and improve the TiVo Service or expand our
operations in a cost-effective or timely manner, our ability to attract and
retain subscribers and generate revenue will suffer.

 We must successfully establish and maintain brand identity to achieve
widespread acceptance of our products.

  We believe that establishing and strengthening the TiVo brand is critical to
achieving widespread acceptance of our products and services and to
establishing key strategic partnerships. The importance of brand recognition
will increase as current and potential competitors enter the personal
television market with competing products and services. Promoting and
positioning our brand will depend largely on the success of our marketing
efforts and our ability to provide high quality services and customer support.
These activities are expensive and

                                      11
we may not generate a corresponding increase in subscribers or revenues to
justify these costs. If we fail to establish and maintain our brand, or if our
brand value is damaged or diluted, our business could be harmed.

Risks Related To Our Service And Technology

 Product defects, system failures or interruptions to the TiVo Service may
have a negative impact on our revenues, damage our reputation and decrease our
ability to attract new subscribers.

  Our ability to provide uninterrupted service and high quality customer
support will depend on the efficient and uninterrupted operation of our
computer and communications systems. Our computer hardware and other operating
systems for the TiVo Service are vulnerable to damage or interruption from
earthquakes, floods, fires, power loss, telecommunication failures and similar
events. They are also subject to break-ins, sabotage, intentional acts of
vandalism and similar misconduct. Despite any precautions we may take, the
occurrence of a natural disaster or other unanticipated problems could result
in interruptions in the TiVo Service. Such interruptions may reduce our
revenues and profits. Our business will also be harmed if consumers believe
our service is unreliable. In addition to placing increased burdens on our
engineering staff, service outages will create a flood of customer questions
and complaints that must be responded to by our customer support personnel. If
we experience frequent or persistent system failures, our reputation and brand
could be irreparably damaged.

  We have detected and may continue to detect errors and product defects.
These problems can affect system uptime, result in significant warranty and
repair costs and cause customer relations problems. Correcting errors in our
software requires significant time and resources, which could delay product
releases and affect market acceptance of the TiVo Service. If we deliver
products or upgrades with undetected material product defects or software
errors, our credibility and market acceptance and sales of our products may be
harmed. To date, product defects have not had a material negative effect on
our results of operations. However, future material product defects may have
significant consequences on our ability to compete effectively and may
seriously harm our business. In addition, we rely on third parties to provide
some of the services and technology used in the TiVo Service. For example, we
rely on Tribune Media Services to provide the program guide data used in the
TiVo Service. We have little control over the quality of these services and
technology, and any errors or defects in these services or technology will
adversely affect consumer perception of the TiVo Service and harm our
reputation and brand.

 Our success depends on our ability to secure and protect patents, trademarks
and other proprietary rights.

  Our success and ability to compete are substantially dependent upon our
internally developed technology. We rely on patent, trademark and copyright
law, trade secret protection and confidentiality or license agreements with
our employees, customers, partners and others to protect our proprietary
rights. However, the steps we take to protect our proprietary rights may be
inadequate. We have filed patent applications and provisional patent
applications covering substantially all of the technology used to deliver the
TiVo Service and its features and functionality. To date, none of these
patents has been granted, and there can be no assurance that any patents will
ever be granted, that any issued patents will protect our intellectual
property or that any issued patents will not be challenged by third parties.
In addition, other parties may independently develop similar or competing
technologies designed around any patents that may be issued to us. Our failure
to protect our proprietary rights could have a material adverse effect on our
business.

 Intellectual property claims against us can be costly and could result in the
loss of significant rights.

  While there is currently no intellectual property litigation pending against
us, there can be no assurance that legal actions will not be taken against us
in the future. The emerging enhanced-television industry is highly litigious,
particularly in the area of on-screen program guides. Additionally, many
patents covering interactive television technologies have been granted but
have not been commercialized. For example, we are aware of at least seven
patents for pausing live television. A number of companies in the enhanced-
television industry earn

                                      12
substantial profits from technology licensing, and the introduction of new
technologies such as ours is likely to provoke lawsuits.

  A successful claim of patent infringement against us and our inability to
obtain a license from the patent holder on acceptable terms, or to design
around an asserted patent, could materially harm our business. Any claims,
with or without merit, could:

  . be time-consuming to defend;

  . result in costly litigation;

  . divert management's attention and resources;

  . cause product shipment delays; or

  . require us to pay significant royalties or licensing fees.

 Laws or regulations that govern the television industry and the delivery of
programming could expose us to legal action if we fail to comply or could
require us to change our business.

  Personal television and the delivery of television programming through the
TiVo Service and a personal video recorder represents a new category in the
television and home entertainment industries. As such, it is difficult to
predict what laws or regulations will govern our business. Changes in the
regulatory climate or the enforcement or interpretation of existing laws could
expose us to additional costs and expenses and could require changes to our
business. For example, copyright laws could be applied to restrict the capture
of television programming, which would adversely affect our business. The
application of existing laws and regulations to the personal television market
is unknown. Therefore, it is difficult to anticipate the impact of current or
future laws and regulations on our business.

  The Federal Communications Commission has broad jurisdiction over the
telecommunications and cable industries. The majority of FCC regulations,
while not directly affecting TiVo, do affect many of our strategic partners,
upon which we will significantly rely for the marketing and distribution of
the personal video recorder and the TiVo Service. As such, the indirect effect
of these regulations may adversely affect our business. In addition, the FCC
could promulgate new regulations, or interpret existing regulations in a
manner that would directly affect our business.

 If we are unable to safeguard the security and privacy of our subscribers'
confidential data, our business may be harmed.

  The personal video recorder collects and stores viewer preference and other
data that many of our subscribers consider confidential. Although this data is
protected with encryption and other security measures, any compromise or
breach of this security could harm our reputation and expose us to potential
liability. Advances in computer capabilities, new discoveries in the field of
cryptography, or other events or developments could result in a compromise or
breach of the systems we use to protect our subscribers' confidential
information. We may be required to make significant expenditures to protect
against security breaches or to remedy problems caused by any breaches.

 Uncertainty in the marketplace regarding the use of data from subscribers
could reduce demand for the TiVo Service and result in increased expenses.

  Consumers may be concerned about the use of personal information gathered by
the TiVo Service and personal video recorder. Our current policy is not to
access this data or release it to third parties, however, privacy concerns
could create uncertainty in the marketplace for personal television and our
products and services. Changes in our privacy policy could also reduce demand
for the TiVo Service, increase the cost of doing business as a result of
litigation costs or increased service delivery costs, or otherwise harm our
reputation and business.

                                      13
We would lose revenues and incur significant costs if our systems or those of
our key partners or suppliers are not year 2000 compliant.

  Many computer programs have been written using two digits rather than four
to define the applicable year. This poses a problem at the end of the century
because these computer programs would not properly recognize the year. This
could result in major system failures or miscalculations that would disrupt
our business. We expect to complete our year 2000 assessment by September 1,
1999 and complete any remediation by November 1, 1999. Our assessment may
identify material non-compliance issues with the TiVo Service or the personal
video recorder, our informational technology systems or the systems of our
partners or suppliers. We may not be able to successfully resolve these
issues, or it may be costly to do so. In addition, we cannot assure you that
governmental agencies, utility companies, third-party service providers and
others outside of our control will be year 2000 compliant. The failure by such
entities to be year 2000 compliant could result in a systemic failure beyond
our control, such as a prolonged telecommunications or electrical failure,
which could prevent us from delivering upgrades and regular downloads to the
personal video recorders that enable the TiVo Service or otherwise impact the
functionality of the personal video recorder. Any of these occurrences would
have a material adverse effect on our business.

  For a preliminary evaluation of the potential impact of these year 2000
issues on us, please see "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Year 2000 Issue."

Financial Risks

 In the future, our revenues and operating results may fluctuate
significantly.

  We expect our revenues and operating results to fluctuate significantly due
to a number of factors, many of which are outside of our control. Therefore,
you should not rely on period-to-period comparisons of results of operations
as an indication of our future performance. It is possible that in some future
periods our operating results may fall below the expectations of market
analysts and investors. In this event, the market price of our common stock
would likely fall.

  Factors that may affect our quarterly operating results include:

  . demand for personal video recorders 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 partners;

  . entering into new or terminating existing strategic partnerships;

  . changes in the subsidy payments we make to certain strategic partners;

  . changes in our pricing policies, the pricing policies of our competitors
    and general pricing trends in the consumer electronics market;

  . loss of subscribers to the TiVo Service; and

  . general economic conditions.

  Because our expenses precede associated revenues, unanticipated shortfalls
in revenue could adversely effect our results of operations for any given
period.

 Seasonal trends may adversely affect our operating results.

  Consumer electronic product sales have traditionally been much higher during
the holiday shopping season than during other times of the year. Although
predicting consumer demand for our products will be very difficult, we believe
that sales of personal video recorders and new subscriptions to the TiVo
Service will be disproportionately high during the holiday shopping season
when compared to other times of the year. If we are unable to accurately
forecast and respond to consumer demand for our products, our business will
suffer.

                                      14
We expect that a portion of our future revenues will come from targeted
commercials and other forms of television advertising enabled by the TiVo
Service. Expenditures by advertisers tend to be seasonal and cyclical,
reflecting overall economic conditions as well as budgeting and buying
patterns. A decline in the economic prospects of advertisers or the economy
generally, which could alter current or prospective advertisers' spending
priorities or increase the time it takes to close a sale with our advertisers,
could cause our revenues from advertisements to decline significantly in any
given period.

 We may be unable to raise additional capital in the future to support our
growth.

  We expect that our existing capital resources, combined with the net
proceeds of this offering, will be sufficient to meet our cash requirements
through at least the next 12 months. However, as we continue to grow our
business, we may need to raise additional capital which may not be available
on acceptable terms. If we cannot raise necessary additional capital on
acceptable terms, we may not be able to develop or enhance our products and
services, take advantage of future opportunities or respond to competitive
pressures or unanticipated requirements, any of which could have a material
adverse effect on our business.

  If additional capital is raised through the issuance of equity securities,
the percentage ownership of our existing stockholders will be reduced,
stockholders may experience dilution in net book value per share, or these
equity securities may have rights, preferences or privileges senior to those
of the holders of our common stock. Any debt financing, if available, may
involve covenants limiting, or restricting our operations or future
opportunities.

 We have agreed to subsidize the cost of manufacturing personal video
recorders, which may adversely affect our operating results.

  We anticipate that Philips will assume manufacturing responsibility for the
personal video recorders in the second half of 1999. We have agreed to pay
Philips a per unit subsidy for each personal video recorder that they
manufacture and sell. A portion of the subsidy amount is paid when the
personal video recorder is shipped. The remaining portion is due when the
subscriber activates the TiVo Service. The amount of the payments can vary
depending upon Philips' manufacturing costs and selling prices. In addition,
in the event Philips is unable to manufacture the personal video recorders at
the costs currently estimated or if selling prices are less than anticipated,
we will owe additional amounts to Philips, which could adversely affect our
operating results. We are obligated to pay a portion of the subsidy when the
personal video recorder is shipped, and we will not receive any revenues
related to the unit until the unit is sold and the purchaser activates the
TiVo Service. We may make additional subsidy payments in the future to
consumer electronic and other manufacturers in an effort to maintain a
commercially viable retail price for the personal video recorders and other
devices that enable the TiVo Service.

 We currently offer lifetime subscriptions to the TiVo Service that commit us
to providing services for an indefinite period.

  We currently offer subscriptions that commit us to provide service for as
long as the personal video recorder purchased is used by the original
subscriber. The lifetime subscription fee for the TiVo Service is received in
advance and amortized as revenue over four years, which is our estimate of the
service life of the personal video recorder. If these lifetime subscribers use
the personal video recorder for longer than anticipated, we will be obligated
to incur costs without a corresponding revenue stream. In addition, the cash
proceeds from the sale of the lifetime subscriptions are received in advance.
Amounts received from lifetime subscriptions may be spent prior to the end of
the lifetime commitment period, requiring funding of ongoing costs from other
sources.

Risks Related To Key Employees

 If we lose key management personnel, we may not be able to successfully
operate our business.

  Our future performance will be substantially dependent on the continued
services of our senior management and other key personnel. The loss of any
members of our executive management team and the inability to hire additional
executive management could harm our business and results of operations. In
addition, we do not have employment agreements with, or key man insurance
policies for, any of our key personnel.

                                      15
We have recently hired several senior executive officers.

  Several members of our executive management team were hired in 1999,
including our Chief Financial Officer and Vice President of Finance, our Vice
President of Business Development, our Vice President of Human Resources, our
Vice President of Sales, our Vice President of Marketing and our Chief
Information Officer. These individuals do not have significant experience
working with the other members of our management team, and therefore may
require time to adequately familiarize themselves with the nature of our
business and operations. We cannot assure you that these individuals will be
able to successfully work together or manage any growth we may experience. The
process of integrating these individuals into our management team may detract
from the operation of our business.

Risks Related To This Offering

 Purchasers of our common stock in this offering will suffer immediate and
substantial dilution.

  The initial public offering price per share will significantly exceed the
net tangible book value per share. As a result, you will experience immediate
dilution of $  in the pro forma adjusted net tangible book value per share of
common stock at an assumed public offering price of $  per share. This
dilution is in large part because our earlier investors paid substantially
less than the initial public offering price when they purchased their shares.
You will also experience additional dilution upon exercise of outstanding
options and warrants.

 Management has broad discretion on how to use the proceeds from this
offering.

  We expect to use a substantial portion of the net proceeds we receive in
connection with this offering for advertising and promotion of the TiVo
Service and the TiVo brand, development of new products and services, and
other working capital and general corporate purposes. However, we have not
determined the amounts we plan to spend in any of these areas or the timing of
these expenditures. Consequently, management will have broad discretion with
respect to the use of the net proceeds from this offering. Because of the
number and variability of factors that determine our use of proceeds from this
offering, we cannot assure you that the uses will not vary from our current
intentions.

 Our certificate of incorporation, bylaws and Delaware law contain provisions
that could discourage a third party from acquiring us and consequently
decrease the market value of your investment.

  Some provisions of our certificate of incorporation and bylaws and of
Delaware law could have the effect of delaying or preventing a change of
control or changes in our management that a stockholder might consider
favorable. If a change of control or change in management is delayed or
prevented, the market price of our common stock could decline. For more
information about particular anti-takeover provisions, see "Description of
Capital Stock."

 We expect to experience volatility in our stock price that could adversely
affect your investment.

  Prior to this offering, there has been no public market for our common
stock. The initial public offering price will be determined by negotiations
between the representatives of the underwriters and us and may not be
indicative of the market price for the common stock that may develop after
this offering. We do not know the extent to which investor interest will lead
to the development of an active public market. Investors may not be able to
resell our common stock at or above the initial public offering price. In
addition, many factors could cause the market price of our common stock to
fluctuate substantially, including:

  .  changes in estimates of our financial performance or changes in
     recommendations by securities analysts;

  . release of new or enhanced products or introduction of new marketing
     initiatives by us or our competitors;

  . announcements by us or our competitors of the creation or termination of
    significant strategic partnerships, joint ventures, significant
    contracts, or acquisitions;

  . the market price generally for technology-related stocks;

                                      16
.  fluctuations in general economic conditions;

  .  market conditions affecting the television and home entertainment
     industry;

  .  fluctuations in operating results; and

  .  additions or departures of key personnel.

  The stock market has experienced significant price and volume fluctuations
and the market prices of securities of technology-related companies in
particular have been highly volatile. These fluctuations may or may not be
based upon actual business or operating results. Our common stock may
experience similar or even more dramatic price and volume fluctuations that
may continue indefinitely. These fluctuations, as well as general economic and
market conditions, may have a material adverse effect on the market price of
our common stock.

  In the past, securities class action litigation has often been brought
against a company following price declines. We may be the target of similar
litigation in the future. Securities litigation could result in substantial
costs and diversion of management attention and resources, all of which could
materially harm our business.

 An aggregate of 27,011,031 shares, or     %, of our outstanding stock will
become eligible for resale in the public market between 180 days and one year
after this offering, and future sales of such stock may cause our stock price
to decline.

  The market price of our common stock could drop as a result of sales of a
large number of shares of common stock in the market after this offering or in
response to the perception that sales of a large number of shares could occur.
No prediction can be made about the effect that future sales of common stock
will have on the market price of our common stock. Of the      shares of our
common stock to be outstanding upon completion of the offering, the
shares offered hereby (plus any shares issued upon exercise of the
underwriters' over-allotment option) will be freely tradable. All of the
shares outstanding prior to the offering will be "restricted securities" as
the term is defined under Rule 144 promulgated under the Securities Act.
Unless sold pursuant to Rule 144, which provides for minimum holding periods,
public availability of information, and volume and manner restrictions on
sales, "restricted securities" cannot be sold without an effective
registration statement on file with the SEC. These shares will be available
for sale in the public market as follows:
Number of Shares/
 Percent Outstanding               Date When Shares Become Available for Resale in the
 After the Offering                                   Public Market
 -------------------            ---------------------------------------------------------
/  %                180 days after the date of this prospectus pursuant to
                                agreements between the stockholders and the underwriters
                                or TiVo, provided that Credit Suisse First Boston can
                                waive this restriction at any time.      of these shares
                                will also be subject to sales volume restrictions under
                                Rule 144 under the Securities Act

            /  %                Upon expiration of applicable one-year holding periods
                                under Rule 144, which will expire between      , 2000 and
                                     , 2000, subject to sales volume restrictions under
                                Rule 144
In addition, we intend to file a registration statement on Form S-8 under
the Securities Act approximately 90 days after the date of this offering to
register an aggregate of 9.3 million shares of common stock issued or reserved
for issuance under our various stock plans.

                                      17
USE OF PROCEEDS

  We expect to receive net proceeds of approximately $  from the sale of
shares of common stock in this offering, and an additional $  from the sale of
  shares if the underwriters' over-allotment option is exercised in full, at
an assumed initial public offering price of $  per share.

  We intend to use the net proceeds of this offering primarily for advertising
and promotion of the TiVo Service and the TiVo brand, development of new
products and services and other working capital and general corporate
purposes. The amounts and timing of these expenditures will vary depending on
a number of factors, including the amount of cash generated by our operations,
competitive and technological developments and the rate of growth, if any, of
our business. We may also use a portion of the net proceeds to acquire
additional businesses, products or technologies, to lease additional
facilities, or to establish joint ventures that we believe will complement our
current or future business. However, we have no specific plans, agreements or
commitments to do so and are not currently engaged in any negotiations for any
of these types of transactions.

  We will retain broad discretion in the allocation of the net proceeds of
this offering. Pending the uses described above, we will invest the net
proceeds in short-term, interest bearing, investment-grade securities. We
cannot predict whether the proceeds will be invested to yield a favorable
return.

                                DIVIDEND POLICY

  We have never declared or paid any cash dividends on our common stock. In
addition, under our bank credit facility, we cannot pay dividends without our
bank's consent, with limited exceptions. We currently intend to retain any
future earnings to fund the development and growth of our business and do not
anticipate paying any cash dividends in the foreseeable future.

                                      18
CAPITALIZATION

  The following table sets forth our capitalization as of June 30, 1999:

  . on an actual basis;

  . on a pro forma basis to reflect (i) the automatic conversion of all
    shares of preferred stock outstanding on June 30, 1999 into shares of
    common stock on a one-for-one basis, (ii) the exercise and conversion of
    all warrants outstanding as of June 30, 1999 into shares of common stock,
    (iii) the issuance of 3,121,994 shares of Series I preferred stock at
    $10.41 per share in July 1999 and conversion into shares of common stock
    on a one-for-one basis; and (iv) the issuance of a Series I preferred
    stock warrant with an exercise price of $10.41 per share in July 1999 and
    its exercise and conversion into 192,123 shares of common stock.

  . on a pro forma as adjusted basis to reflect the sale of   shares of
    common stock offered by this prospectus assuming an initial public
    offering price of $  per share after deducting estimated underwriting
    discounts and commissions and estimated offering expenses.

  The capitalization information set forth in the table below is qualified by,
and you should read it in conjunction with, more detailed financial statements
and related notes and the information included under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
appearing elsewhere in this prospectus.
June 30, 1999
                                                --------------------------------
                                                                      Pro Forma
                                                 Actual   Pro Forma  As Adjusted
                                                --------  ---------  -----------
                                                  (unaudited, in thousands,
                                                   except per share data )
Long-term portion of obligations under capital
 lease......................................... $    558  $    558
                                                --------  --------
Stockholders' equity
  Convertible preferred stock par value $0.001;
   20,100,000 shares authorized, 15,573,661
   shares issued and outstanding actual;
   23,415,000 shares authorized, no shares
   issued and outstanding pro forma; 2,000,000
   shares authorized, no shares issued and
   outstanding pro forma as adjusted...........   39,580       --
  Common stock, par value $0.001; 40,000,000
   shares authorized, 8,291,876 shares issued
   and outstanding actual; 50,000,000 shares
   authorized, 28,243,125 shares issued and
   outstanding pro forma, 75,000,000
   authorized,   shares issued and outstanding
   pro forma as adjusted.......................        8        28
  Additional paid-in capital...................   22,727    97,117
  Deferred compensation........................   (2,746)   (2,746)
  Prepaid marketing expenses...................  (15,698)  (15,698)
  Note receivable from stockholder.............   (2,822)   (2,822)
  Losses accumulated during the development
   stage.......................................  (21,944)  (21,944)
                                                --------  --------
  Total stockholders' equity ..................   19,105    53,935
                                                --------  --------
    Total capitalization....................... $ 19,663  $ 54,493
                                                ========  ========
This table excludes the following shares as of June 30, 1999:

  . 3,161,512 shares of common stock issuable upon the exercise of stock
    options outstanding under our stock option plans at a weighted average
    exercise price of $3.65 per share; and

  . 560,288 shares of common stock available for issuance under our stock
    option plans.

                                      19
DILUTION

  The pro forma net tangible book value of our common stock on June 30, 1999
was approximately $53.9 million, or approximately $1.91 per share. Pro forma
net tangible book value per share represents our pro forma stockholders'
equity divided by the pro forma number of shares of our common stock
outstanding of 28,243,125. Pro forma common shares outstanding are calculated
after giving effect to the issuance of 19,951,249 shares of common stock upon:
(i) the automatic conversion of all outstanding shares of preferred stock into
shares of common stock on a one-for-one basis, (ii) the exercise and
conversion of all warrants outstanding as of June 30, 1999 into shares of
common stock, (iii) the issuance of 3,121,994 shares of Series I preferred
stock at $10.41 per share in July 1999 and conversion into shares of common
stock on a one-for-one basis, and (iv) the issuance of a Series I preferred
stock warrant with an exercise price of $10.41 per share in July 1999 and its
exercise and conversion into 192,123 shares of common stock. Dilution in pro
forma net tangible book value per share represents the difference between the
amount per share paid by purchasers of shares of common stock in this offering
and the net tangible book value per share of our common stock immediately
afterwards. Assuming our sale of   shares of common stock offered by this
prospectus at an assumed initial public offering price of $  per share, and
after deducting estimated underwriting discounts and commissions and estimated
offering expenses, our pro forma net tangible book value at June 30, 1999
would have been approximately $  million or $  per share. This represents an
immediate increase in net tangible book value of $  per share to new investors
purchasing shares of common stock in this offering. The following table
illustrates this dilution:
Assumed initial public offering price per share.................        $
     Pro forma net tangible book value per share at June 30, 1999..  $1.91
     Increase per share attributable to new investors..............
                                                                     -----
   Pro forma net tangible book value per share after this
    offering.......................................................
                                                                           ----
   Dilution per share to new investors.............................        $
                                                                           ====
The following table summarizes on a pro forma basis as of June 30, 1999 the
differences between existing stockholders and the new investors with respect
to the number of shares of common stock purchased from us, the total
consideration paid and the average price per share paid. We have assumed an
initial public offering price of $  per share, and we have not deducted
estimated underwriting discounts and commissions and estimated offering
expenses in our calculations.
Shares Purchased  Total Consideration  Average
                                ------------------ ------------------- Price Per
                                  Number   Percent   Amount    Percent   Share
                                ---------- ------- ----------- ------- ---------
Existing stockholders....... 28,243,125      %  $75,879,000      %    $2.69
   New investors...............
                                ----------   ---   -----------   ---
     Total.....................                 %  $                %
                                ==========   ===   ===========   ===
The foregoing discussion and tables assume no exercise of any outstanding
stock options. To the extent that any shares reserved for issuance under our
stock plans are issued, there will be further dilution to new investors. See
"Capitalization" and "Management--Stock Plans."

  If the underwriters exercise their over-allotment in full, the following
will occur:

  . the number of shares of common stock held by existing stockholders will
    decrease to approximately  % of the total number of shares of our common
    stock outstanding; and

  . the number of shares held by new public investors will increase to  , or
    approximately  % of the total number of our common stock outstanding
    after this offering.

                                      20
SELECTED FINANCIAL DATA

  The following selected financial data should be read in conjunction with our
financial statements and related notes and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included elsewhere
in this prospectus. The statement of operations data for the period from
inception to December 31, 1997 and for the year ended December 31, 1998, and
the balance sheet data as of December 31, 1997 and 1998, are derived from the
audited financial statements included elsewhere in this prospectus. The
selected statement of operations data for the six months ended June 30, 1998
and 1999 and from the period from inception to June 30, 1999, and the selected
balance sheet data as of June 30, 1999 are derived from our unaudited
financial statements included elsewhere in this prospectus. These unaudited
financial statements have been prepared on the same basis as our audited
financial statements and, in our opinion include all material adjustments,
consisting only of normal recurring adjustments, necessary to present fairly
this unaudited financial information. The historical results are not
necessarily indicative of results to be expected for future periods.
Period From                                    Period From
                         August 4, 1997              Six Months Ended   August 4, 1997
                         (Inception) to  Year Ended      June 30,       (Inception) to
                          December 31,  December 31, -----------------     June 30,
                              1997          1998      1998      1999         1999
                         -------------- ------------ -------  --------  --------------
                                    (in thousands, except for share data)
Statement of Operations
 Data:
Subscription revenues...     $  --        $   --     $   --   $      8     $      8
Costs and expenses:
  Cost of services......        --            --         --     (1,170)      (1,170)
  Research and
   development..........       (356)       (5,614)    (1,809)   (2,999)      (8,969)
  Sales and marketing...        (28)       (1,277)      (356)   (3,784)      (5,089)
  Sales and marketing --
   related parties......        --            --         --       (382)        (382)
  General and
   administrative
   expenses.............       (241)       (2,946)      (903)   (3,024)      (6,211)
  Stock-based
   compensation.........        --            --         --       (187)        (187)
  Other operating
   income...............        --            --         --        895          895
  Other operating
   expenses.............        --            --         --     (1,084)      (1,084)
                             ------       -------    -------  --------     --------
    Loss from
     operations.........       (625)       (9,837)    (3,068)  (11,727)     (22,189)
  Interest income.......         49           116         35       277          442
  Interest expense and
   other................        (19)          --         (13)     (178)        (197)
                             ------       -------    -------  --------     --------
    Net loss............     $ (595)      $(9,721)   $(3,046) $(11,628)    $(21,944)
                             ======       =======    =======  ========     ========
Net loss per share:
  Basic and diluted.....     $(0.20)      $ (2.21)   $ (0.79) $  (1.75)    $  (4.74)
  Weighted average
   shares...............      2,917         4,406      3,839     6,633        4,630
Pro forma net loss per
 share (unaudited)(1):
  Basic and diluted.....                  $ (0.80)            $  (0.56)
  Weighted average
   shares...............                   12,135               20,745
As of
                                                              As of      June
                                                          December 31,    30,
                                                          ------------- -------
                                                           1997   1998  1999(2)
                                                          ------ ------ -------
                                                             (in thousands)
Balance Sheet Data:
Cash and cash equivalents................................ $2,110 $2,248 $11,967
Working capital..........................................  2,044  1,329  18,221
Total assets.............................................  2,548  3,543  23,804
Long-term portion of obligations under capital lease.....    --     --      558
Total stockholders' equity...............................  2,405  2,121  19,105
---------------------
(1) Pro forma net loss per share is calculated as if the convertible preferred
    stock outstanding as of June 30, 1999 was converted into shares of common
    stock on the date of its issuance on a one-for-one basis and as if all
    warrants outstanding as of June 30, 1999 had been exercised and converted
    into shares of common stock on the date of issuance on a for-one basis.

(2) Subsequent to June 30, 1999, we issued 3,121,994 shares of Series I
    preferred stock at $10.41 per share. These accounts do not include the
    proceeds from this issuance.

                                      21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  All statements, trend analysis and other information contained in the
following discussion relating to markets for our products and trends in
revenues, gross margins and anticipated expense levels, as well as other
statements including words such as "anticipate," "believe," "plan,"
"estimate," "expect" and "intend" and other similar expressions constitute
forward-looking statements. These forward-looking statements are subject to
business and economic risks and uncertainties, and our actual results of
operations may differ materially from those contained in the forward-looking
statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in "Risk Factors" as well as
other risks and uncertainties referenced in this prospectus.

Overview

  We were incorporated as Teleworld Inc. in August 1997 and changed our name
to TiVo Inc. in July 1998. The TiVo Service is a subscription-based television
service that provides viewers with greater control, easier navigation and a
wider range of viewing options when watching television. The TiVo Service also
provides television content providers and advertisers with a new platform for
content delivery, interactive viewing options and in-home commerce. The TiVo
Service is enabled through a personal video recorder designed and developed by
TiVo.

  We are a development-stage company. We have generated only limited amount of
revenues to date and expect to incur significant operating expenses over the
next several years in connection with the continued development and expansion
of our business. In particular, we expect our sales and marketing expenses to
increase significantly as we initiate the retail launch of the TiVo Service
and the related personal video recorder, attempt to establish the TiVo brand
and attract subscribers. The retail launch is scheduled to begin in the third
quarter of 1999. As a result, we will lose money in 1999. We expect to
continue to lose money for the foreseeable future. As of June 30, 1999, we had
an accumulated deficit of $21.9 million.

  We currently generate revenues from subscriptions to the TiVo Service and
other income from the sale of personal video recorders. We began selling
personal video recorders and subscriptions to the TiVo Service on March 31,
1999. For the six months ended June 30, 1999, we generated revenues of $8,000
from subscriptions to the TiVo Service. Subscriptions to the TiVo Service are
available on a monthly, annual or lifetime basis. A monthly subscription
currently costs $9.95 per month, an annual subscription costs $99 per year and
a lifetime subscription costs $199. A lifetime subscription allows access to
the TiVo Service as long as the viewer uses the personal video recorder that
activates the TiVo Service. Subscription fees are paid by the viewer prior to
activation of the TiVo Service. Subscription revenues from lifetime
subscriptions are recognized ratably over a four year period. Our current plan
is to stop selling personal video recorders in connection with the transition
of manufacturing and distribution to Philips. We expect that Philips will
begin the manufacture and distribution of personal video recorders in the
second half of 1999. The sales of personal video recorders are not expected to
be recurring, and are therefore considered incidental to our business. The
proceeds from the sale of personal video recorders for the six months ended
June 30, 1999 of $895,000 are recorded as other income. The cost of these
personal video recorders was $1.1 million.

  We anticipate that the sources of our revenues will change over time. In the
future, we may generate revenue from other sources such as (1) advertising
shown on the TiVo Service, (2) revenues from networks, and (3) electronic
commerce or couch commerce.

  We have agreed to make payments to some of our strategic partners in order
to promote the TiVo Service and encourage the manufacture and distribution of
the personal video recorders that enable the TiVo Service. We have agreed to
make monthly, formula-based payments to Philips, DIRECTV and Quantum in
exchange for manufacturing, marketing support and a discount from Quantum on
hard disk drives used in the personal video

                                      22
recorders. We have also agreed to pay to Philips a per unit subsidy for each
personal video recorder that they manufacture and sell. A portion of the
subsidy amount paid to Philips is due when the personal video recorder is
shipped. The remaining portion is due when the subscriber activates the TiVo
Service. The amount of the payments can vary depending upon Philips'
manufacturing costs and selling prices. We may make additional subsidy
payments in the future to consumer electronic and other manufacturers in an
effort to maintain a commercially viable retail price for the personal video
recorders and other devices that enable the TiVo Service. Payments made to our
strategic partners in exchange for these services are recognized as sales and
marketing expenses--related parties. Subsidy payments are renegotiated on an
annual basis.

  In the past, we have issued stock in exchange for services by our strategic
partners. For example, we issued shares of our common stock to DIRECTV in
exchange for marketing support and a note which will be reduced as bandwidth
capacity is made available to TiVo on DIRECTV's satellite television system.
We also issued warrants exercisable for shares of our common stock to Quantum
in exchange for a discount on hard disk drives used in personal video
recorders that enable the TiVo Service. As of June 30, 1999, we had recorded
prepaid marketing expenses resulting from the issuance of this equity to
DIRECTV and Quantum in the amount of $15.7 million. This amount represents the
estimated fair value of the common stock at the date of issuance and the
estimated fair value of the 324,325 warrant shares which were vested as of
that date out of the total of 867,803 shares issuable upon exercise of the
warrants. Of this amount, zero was amortized in 1998 and $276,000 was
amortized for the six months ended June 30, 1999. These prepaid marketing
expenses are amortized as services are provided to us and charged to sales and
marketing expense--related parties.

  From time to time, we have also granted stock options to employees,
consultants and directors and expect to continue to do so in the future. As of
June 30, 1999, we had recorded deferred compensation related to these options
in the total amount of $2.9 million, representing the difference between the
estimated fair value of our common stock, as determined for accounting
purposes, and the exercise price of options on the date of grant. Of this
amount, zero was amortized in 1998 and $187,000 was amortized for the six
months ended June 30, 1999. Deferred compensation is amortized over the
vesting period of each option.

Results of Operations

 Six Months Ended June 30, 1999 Compared to the Six Months Ended June 30, 1998

  Subscription revenues. Subscription revenues for the six months ended June
30, 1999 increased to $8,000 from zero for the six months ended June 30, 1998.
This increase is attributable to customer subscriptions to the TiVo Service
which began in March 1999. As of June 30, 1999, we had approximately 1,000
subscribers.

  Cost of services. Cost of services consists primarily of employee salaries
and expenses related to providing the TiVo Service to subscribers. Cost of
services for the six months ended June 30, 1999 increased to $1.2 million from
zero for the six months ended June 30, 1998. This increase was primarily
attributable to the hiring of content programming and service operation
personnel in connection with the commercial release of the TiVo Service and
the personal video recorder that enables the TiVo Service.

  Research and development expenses. The Company's research and development
expenses consist primarily of employee salaries and related expenses and
consulting fees relating to the design of the personal video recorder that
enables the TiVo Service. Research and development expenses for the six months
ended June 30, 1999 increased to $3.0 million from $1.8 million for the six
months ended June 30, 1998. This increase was primarily attributable to the
hiring of additional engineering personnel and related costs.

  Sales and marketing expenses. Sales and marketing expenses consist primarily
of employee salaries and related expenses, development of media advertising,
public relations tours and special promotions, trade shows and the production
of product related items, including packaging, manuals and videos. Sales and
marketing expenses for the six months ended June 30, 1999 increased to $3.8
million from $356,000 for the six months ended June 30, 1998. This increase
was primarily attributable to an increase in expenditures for trade shows,
public relations and advertising in connection with the commercial release of
the TiVo Service and the personal

                                      23
video recorder that enables the TiVo Service. We expect our marketing expenses
to increase significantly in connection with the retail launch of the TiVo
Service and the personal video recorder that enables the TiVo Service. The
retail launch is expected to occur in the second half of 1999.

  Sales and marketing expenses--related parties. Sales and marketing
expenses--related parties consist of cash and non-cash charges related to
agreements with DIRECTV, Philips and Quantum, all of whom hold stock or
warrants in the Company. Sales and marketing--related parties for the six
months ended June 30, 1999 increased to $382,000 from zero for the six months
ended June 30, 1998 as services began to be rendered.

  General and administrative expenses. General and administrative expenses
consist primarily of employee salaries and related expenses for executive,
administrative, accounting, information systems, customer service personnel,
facility costs, professional fees and recruiting. General and administrative
expenses for the six months ended June 30, 1999 increased to $3.0 million from
$903,000 for the six months ended June 30, 1998. This increase was primarily
attributable to an increase in salaries and related expenses and costs of
establishing Information Services and Service Operations departments which did
not exist in the six months ended June 30, 1998.

  Stock-based compensation. During 1999, we granted stock options with
exercise prices that were less than the estimated fair market value of the
underlying shares of common stock for accounting purposes on the date of
grant. This will result in stock-based compensation expense over the period
that these options vest. The stock- based compensation expense was
approximately $187,000 for the six months ended June 30, 1999.

  Other operating income. Other operating income consists of proceeds from the
sale of personal video recorders. We plan to stop selling personal video
recorders by the end of 1999 in connection with the transition of
manufacturing to Philips. The sales proceeds received through June 30, 1999
are considered incidental to our business and have been classified as other
operating income.

  Other operating expenses. Other operating expenses consist of the cost of
the personal video recorders sold for the six months ended June 30, 1999.

 Year Ended December 31, 1998 Compared to the Period from Inception to
December 31, 1997

  Research and development expenses. Research and development expenses for the
year ended December 31, 1998 increased to $5.6 million from $356,000 for the
period of inception through December 31, 1997. This increase was primarily
attributable to the hiring of additional engineering personnel and
expenditures on product design, development consulting and prototype
manufacturing.

  Sales and marketing expenses. Sales and marketing expenses for the year
ended December 31, 1998 increased to $1.3 million from $28,000 for the period
of inception through December 31, 1997. This increase was primarily
attributable to the hiring of additional sales and marketing personnel,
corporate identity development, retention of a public relations firm and
professional web site development.

  General and administrative expenses. General and administrative expenses for
the year ended December 31, 1998 increased to $2.9 million from $241,000 for
the period of inception through December 31, 1997. This increase was primarily
attributable to hiring additional personnel, moving to a larger facility and
recruiting, travel, consulting, legal and other overhead costs to support the
growth of the business.

                                      24
Quarterly Results of Operations

  The following table represents certain unaudited statement of operations
data for our six most recent quarters ended June 30, 1999. 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 financial statements, including the notes
thereto, included elsewhere in this prospectus. The results of operations for
any quarter are not necessarily indicative of results that may be expected for
any future period.
Three
                    Months
                     Ended
                   -----------------------------------------------------------------
                   March 31, June 30,  September 30, December 31, March 31, June 30,
                     1998      1998        1998          1998       1999      1999
                   --------- --------  ------------- ------------ --------- --------
                                      (unaudited, in thousands)
Subscription
 revenues.........  $   --   $   --       $   --       $   --      $   --   $     8
Costs and expenses
 Cost of
  services.......       --       --           --           --         (618)    (552)
 Research and
  development....      (793)  (1,016)      (1,659)      (2,146)     (1,369)  (1,630)
 Sales and
  marketing......      (134)    (222)        (354)        (567)     (2,056)  (1,728)
 Sales and
  marketing--
  related
  parties........       --       --           --           --          --      (382)
 General and
  administrative..     (293)    (610)        (706)      (1,337)     (1,535)  (1,489)
 Stock based
  compensation...       --       --           --           --          --      (187)
 Other operating
  expense, net...       --       --           --           --           12     (201)
                    -------  -------      -------      -------     -------  -------
  Loss from
   operations...     (1,220)  (1,848)      (2,719)      (4,050)     (5,566)  (6,161)
Interest income...       18       17           46           55          53      224
Interest expense
 and other........       (2)     (11)          (7)         --           (2)    (176)
                    -------  -------      -------      -------     -------  -------
  Net loss......    $(1,204) $(1,842)     $(2,680)     $(3,995)    $(5,515) $(6,113)
                    =======  =======      =======      =======     =======  =======
We expect sales and marketing expenses to increase substantially in
connection with the retail launch of the TiVo Service in the second half of
1999. To launch the TiVo Service in retail channels, we intend to initiate an
extensive advertising campaign. We intend to hire additional sales and
marketing personnel and to begin a marketing campaign through television,
print and Internet-based advertising and direct mail. We further expect to
commit a significant amount of human and financial resources to supplement the
sales and marketing efforts of our strategic partners, to participate in trade
shows, produce commercials and infomercials and create other marketing
collateral. We expect to spend increasing amounts on sales and marketing to
attract subscribers and retailers.

  The TiVo Service is enabled through a personal video recorder that is sold
in retail channels like other consumer electronic devices. As a result, we
anticipate that our business will be seasonal and we expect to generate a
significant number of our annual new subscribers during the holiday shopping
season. We also expect to generate a portion of future revenues from
television advertising which tends to be seasonal and cyclical, reflecting
overall economic conditions as well as budgeting and buying patterns.

Liquidity and Capital Resources

  Since inception through June 30, 1999, we have financed our operations and
met our capital expenditure requirements primarily from proceeds of the
private sale of equity securities totaling approximately $39.9 million. At
June 30, 1999, we had $12.0 million of cash and cash equivalents along with
$7.6 million of short term investments. On July 21, 1999, we issued Series I
preferred stock for a total of $32.5 million with terms comparable to prior
series of preferred stock. The expansion of our business will require
significant additional capital to fund operating losses, capital expenditures
and working capital needs.

                                      25
Net cash used in operating activities was $494,000 from inception to
December 31, 1997, $8.8 million for the year ended December 31, 1998, and
$10.7 million for the six months ended June 30, 1999. Net cash used during
these periods was primarily a result of the research and development, sales
and marketing and general and administrative costs to support the development
of the TiVo Service and the personal video recorder that enables the TiVo
Service. For the six months ended June 30, 1999 we began providing the TiVo
Service, incurring costs of $1.2 million.

  Net cash used in investing activities was $396,000 from inception to
December 31, 1997, $817,000 for the year ended December 31, 1998, and $7.6
million for the six months ended June 30, 1999. Net cash used during these
periods was for the acquisition of property and equipment and for the purchase
of $7.6 million of short term investments with proceeds primarily from the
sale of preferred stock in 1999.

  Net cash provided by financing activities was $3.0 million from inception to
December 31, 1997, $9.8 million for the year ended December 31, 1998 and $28.0
million for the six months ended June 30, 1999. All of these amounts arose
from the net sales of stock except for a bank overdraft of $442,000 in 1998,
which increased to $989,000 in the six months ended June 30, 1999.

  In December 1997, we established a $750,000 line of credit with a financial
institution. The line bears interest at the bank's prime rate plus 0.75% and
expires on August 15, 1999. Substantially all of our assets are pledged as
collateral under the line. Borrowings of $610,000 were made under this line
between February and July 1998, at which time the line was repaid. The line is
partially utilized to secure a letter of credit in the amount of $600,000. No
amounts were outstanding at December 31, 1998 and June 30, 1999.

  We have commitments under operating leases of $901,000 and obligations under
capital leases of $670,000 as of June 30, 1999. We also have an unused lease
line of $1.8 million which expires February 2000. The annual interest rate on
the used portion of the line is 7.25% plus the amortization of the value
assigned to a warrant to purchase 60,814 shares of Series B preferred stock at
$1.26 per share issued in connection with the lease line.

  We have also entered into various supply and service agreements and purchase
commitments with a number of vendors. As of June 30, 1999, our commitment
under these agreements is approximately $7.5 million.

  On April 8, 1999, we entered into a secured convertible debenture purchase
agreement with certain of our stockholders. Under the terms of this agreement,
we received a commitment allowing us to borrow up to $3,000,000 at an interest
rate of 4.67%. The debentures are secured by substantially all of our assets,
excluding intellectual property, and are due June 30, 2000. In connection with
the agreement, we issued warrants to purchase a total of 81,522 shares of
common stock at a price of $2.50 per share. The value assigned to these
warrants is being amortized over the term of the commitment. As of June 30,
1999, we had no outstanding amounts under this agreement. All of the warrants
issued under the terms of this agreement expire upon the completion of an
initial public offering and are being exercised prior to the completion of
this offering.

  Our future capital requirements will depend on a variety of factors,
including market acceptance of personal television and the TiVo Service, the
resources we devote to developing, marketing, selling and supporting our
products and other factors. We expect to devote substantial capital resources
to hire and expand our engineering, sales and marketing and customer support
organizations, to prepare for and execute the retail launch of the TiVo
Service and personal video recorder and for general corporate purposes. We
believe that our cash and cash equivalents, the net proceeds from the sale of
our Series I preferred stock and the net proceeds from this offering will be
sufficient to fund our operations for at least the next 12 months. Despite our
expectations, we may need to raise additional capital before the end of the
next 12 months. See "Risk Factors--We may be unable to raise additional
capital in the future to support our growth."

Year 2000 Issue

  Many computer programs have been written using two digits rather than four
to define the applicable year. This poses a problem at the end of the century
because these computer programs would not properly recognize

                                      26
the year format. This could result in major system failures or miscalculations
that could disrupt our business. We have formulated a year 2000 plan to assess
and address any year 2000 issues and have created a year 2000 task force
headed by our chief information officer to implement the plan.

 State of Readiness

  The TiVo Service and the personal video recorder that enables the TiVo
Service have been tested for Year 2000 compliance and, at this time, there are
no known issues. We intend to test the TiVo Service and personal video
recorder for year 2000 issues again before the end of 1999.

  We have completed an initial assessment of the criticality of our suppliers'
technology being year 2000 compliant. We intend to internally test and prove
the year 2000 compliance of any vendors' and suppliers' technology that has a
high impact on our business. Those third-party technologies with moderate
impact on our business will be assessed by a review of these third parties'
web sites or by requesting a letter from such parties to prove compliance. We
do not intend to conduct further investigation on those third-party
technologies that have a low impact on our business other than reviewing these
parties' web sites.

  As we have added strategic partners, we have inquired as to the year 2000
compliance of their systems. To date, all critical partners we are working
with have indicated that their systems are, or will be prior to the end of
1999, year 2000 compliant. We have not required any formal paperwork from, or
conducted any tests with, these partners.

  We have completed a preliminary assessment of our information technology
systems, which includes but is not limited to, hardware and software required
to support our broadcast service center as well as our internal business
systems. We are also in the process of assessing our non-information
technology systems, which include facility date sensitive systems. Most
information technology systems have been purchased in the last year with most
systems purchased in the last six months. Year 2000 compliance has always been
a major part of the selection criteria. To date our assessment has consisted
of the following steps:

  .  identification of categories of hardware and software that need to be
     evaluated;

  .  listing of all hardware and software by category and rated by
     criticality;

  .  determination of any known year 2000 issues;

  .  adoption of a proof assessment approach based on criticality to our
     business;

  .  creation of a high level plan for assessment and remediation by item;
     and

  .  implementation of the plan.

  At this stage in our assessment, we are not aware of any year 2000 issues
that would have a material effect on our business. We plan to complete the
year 2000 assessment by September 1, 1999 and complete any remediation by
November 1, 1999.

 Cost

  As of July 1, 1999, we have incurred costs of approximately $20,000 and we
expect to incur an additional $50,000 in connection with identifying,
evaluating and addressing year 2000 compliance issues. All of the expenses to
date have related to, and are expected to continue to relate to, operating
costs associated with time spent by our employees in the evaluation process.
There may be some charges related to upgrades if any issues are identified
during our vendor communications or testing. If such expenses are higher than
anticipated, our business could suffer.

 Risks

  Our assesment of year 2000 issues may identify material non-compliance
issues with the TiVo Service or the personal video recorder, our informational
technology systems or the systems of our partners or suppliers. We may not be
able to successfully resolve these issues, or it may be costly to do so. In
addition, we cannot

                                      27
assure you that governmental agencies, utility companies, third-party service
providers and others outside of our control will be year 2000 compliant. The
failure by such entities to be year 2000 compliant could result in a systemic
failure beyond our control, such as a prolonged telecommunications or
electrical failure, which could prevent us from delivering upgrades and
regular downloads to the personal video recorders that enable the TiVo Service
or otherwise impact the functionality of the personal video recorder. Any of
these occurences would have a material adverse effect on our business.

 Contingency Plans

  The results of our further assessment and testing will be taken into account
in determining the nature and extent of any contingency plans. To address
potential facility-related year 2000 issues on our most critical systems, we
are moving the TiVo Broadcast Center into co-location at UUnet by October
1999. The UUnet co-location is equipped with generators that can provide
several weeks of back-up power.

Impact of Inflation

  We believe that inflation has not had a significant impact on our operating
results.

Recently Issued Accounting Standards

  We have adopted SFAS No. 131, "Disclosure About Segments of an Enterprise
and Related Information" in 1998. SFAS No. 131 established standards for the
way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports issued to shareholders. SFAS No.131 also establishes standards for
related disclosure about products and services, geographic areas, and major
customers. The adoption of SFAS No. 131 required no additional disclosures in
our consolidated financial statements as we operate in a single reportable
segment.

                                      28
BUSINESS

Overview

  TiVo is a pioneer in the personal television industry. TiVo has created a
unique personal television service that allows viewers to watch what they want
when they want. The TiVo Service creates a richer and more enjoyable
television experience by offering viewers greater control, choice, and
convenience. TiVo believes that the TiVo Service also allows television
programmers and advertisers to reach a broader audience by making shows more
accessible and easier to record and to target their programming and
advertising to specific viewers. The TiVo Service is a subscription-based
service enabled by a personal video recorder designed and developed by TiVo.

  TiVo intends to commence its retail launch in the second half of 1999.
Philips will manufacture, market and sell the personal video recorder enabling
the TiVo Service and spearhead the retail launch, allowing TiVo to focus its
resources on promoting and enhancing the TiVo Service. As part of the launch,
DIRECTV will provide marketing resources that will allow TiVo to target
DIRECTV subscribers. DIRECTV will also provide sales support in the retail
channel.

Industry Background

  The television is a truly ubiquitous consumer product. According to the
market research firm Nielsen Media Research, 98.0 million, or more than 98% of
all U.S. households, owned at least one television at the end of 1998. Nielsen
also reports that in 1998, U.S. households owned, on average, 2.4 televisions
and spent an average of 7 hours and 15 minutes per day viewing television.

  The reach and popularity of television has been facilitated by the emergence
of new technologies and delivery systems for television programming. These new
technologies have enhanced the clarity, color and sound of television and, as
a result, have increased the entertainment value of watching television. In
addition, new delivery systems, including cable and satellite systems, now
offer a large number of programming choices and specialized programming such
as pay-per-view promotions. According to Paul Kagan Associates, 66.1 million
U.S. households spent $30.9 billion to receive subscription-based cable
television services in 1998. In addition, according to the Satellite Industry
Association, 10.6 million U.S. households spent $5.3 billion to receive
subscription-based satellite television services in 1998.

  These statistics have not been lost on advertisers, who have made television
their largest, most popular medium for reaching consumers. McCann-Erickson,
Inc., a market research firm, estimates that $47.4 billion was spent on
television advertising in 1998. This represents over 23% of total advertising
spending.

  As the reach and popularity of television has grown, so too has the amount
of programming available to viewers. Cable and home satellite television
systems have dramatically increased the number of networks and channels
available to today's television viewer. According to the Television & Cable
Fact Book, in 1998, over 60% of U.S. cable subscribers had access to more than
53 channels, compared to less than 10% in 1985. The explosive growth in
available channels has led to an overwhelmingly diverse selection of
programming and content. This is due in large part to the emergence of
specialized television channels and networks which are formed around a given
subject, theme or category of interest. For example, channels have been
created to deliver programming to targeted groups, such as women or children,
or to deliver specialized content, such as news, cartoons, classic movies,
golf, comedy or educational programming. Subscription-based premium channels,
such as HBO and Showtime, also offer specialized programming including major
motion pictures, made-for-television movies and sporting events. Clearly,
there is more television programming to choose from now than ever before.

                                      29
The Need For Personal Television

  From the introduction of color television and remote controls to the
proliferation of cable and satellite programming and home theater systems,
improvements in the television experience have been aimed at meeting viewer
demand for richer programming and a more enjoyable viewing experience.
However, the dramatic increase in the volume and diversity of television
programming has fragmented viewing audiences and created new challenges for
viewers, television programmers, network operators and advertisers.

  Challenges Faced by Viewers. TiVo believes that today's television viewer
wants greater control, choice and convenience when watching television.
Today's television viewers:

  .  are unable to easily navigate through hundreds of channels and thousands
     of programs;

  .  are unable to easily identify programs of interest;

  .  are limited to either watching shows at the time they are broadcast or
     recording shows by using a VCR; and

  .  are often forced to miss portions of shows due to interruptions.

  Challenges Faced by Television Programmers. Although the television has
become a ubiquitous product, the dramatic increase in the volume and diversity
of channels and programming has drawbacks for networks and other television
programmers. The major networks have been particularly affected by the
proliferation of channels and specialized programming, and are suffering from:

  .  brand dilution and declining viewer loyalty;

  .  greater fragmentation of their audience base; and

  .  the inability to effectively evaluate viewing habits, preferences and
     demand.

  The TV International Sourcebook for 1999 reports that networks have steadily
lost market share to other content providers, from 60% market share in 1993 to
approximately 45% in 1998. As television becomes more fragmented and the
competition for viewers increases, networks and other television programmers
must find new ways to attract viewers and increase viewer loyalty.

  Challenges Faced by Advertisers. Similarly, TiVo believes that today's
television advertisers face new challenges as they seek greater effectiveness
and efficiency in targeting specific viewers and establishing brand identity
and loyalty. For example, advertisers must:

  .  spend increasing amounts of time and money to target desired demographic
     groups;

  .  spread their advertising budgets over an ever-expanding number of
     channels and programs; and

  .  find new ways to identify, monitor and respond to viewers' programming
     and advertising preferences.

  As viewer fragmentation has increased, so too has the cost of advertising.
Prime time advertisements on the major television networks are more expensive
today than ever before, yet ratings and market share for these networks are
declining. According to the Television Bureau of Advertising and Nielsen Media
Research, the average cost of a 30-second nighttime commercial has increased
from $92,700 in 1993 to $121,300 in 1998. Like television programmers,
advertisers must find new ways to reach their targeted audience and to
establish brand identity and loyalty among viewers.

  Challenges Faced by Cable and Satellite Network Operators.  As a result of
increased competition, cable and satellite network operators have begun
placing greater emphasis on acquiring and retaining subscribers and finding
ways to increase the monthly revenue they receive from these subscribers. In
order to successfully accomplish this, they must:

  .  improve customer satisfaction;

  .  enhance programming choice; and

  .  provide new features and functionality, such as electronic commerce.

                                      30
TiVo Solution

  TiVo has created a personal television service that it believes meets the
challenges faced by viewers, television programmers, advertisers and network
operators. The TiVo Service provides viewers with greater control, easier
navigation and a wider range of viewing options when watching television than
what is currently available. The TiVo Service creates a richer and more
enjoyable viewing experience by allowing viewers to watch what they want when
they want. The TiVo Service also creates a new platform that enables
television programmers, advertisers, and network operators to deliver
television programming, advertising, and in-home commerce. TiVo believes that
its service allows television programmers and advertisers to reach a broader
audience by making shows more accessible and easier to record and to target
their programming and advertising to specific viewers. The TiVo Service is a
subscription-based service enabled by a personal video recorder designed and
developed by TiVo. The personal video recorder is a device that includes a
hard disk drive for recording shows and accessing the content available on the
TiVo Service.

  The TiVo Service has many features that distinguish it from traditional
television viewing:

  Locate and Record Multiple Shows Quickly and Easily. The TiVo Service offers
a variety of easy-to-use navigation and recording features that allow viewers
to easily locate and record their favorite shows. Viewers can record and play
back a single show or schedule a customized line-up of several shows to be
recorded without entering specialized codes, setting a timer or using a video
tape. With the Season Pass feature, the TiVo Service automatically records all
episodes of viewers' favorite shows.

  Control Live Television. Using the TiVo Service and the personal video
recorder, viewers have more control over live television. For example, viewers
can utilize advanced viewing commands, such as pause, rewind, fast forward and
frame-by-frame. When a viewer pauses live television, the personal video
recorder continues to record the program that the viewer is watching. The
viewer can then resume viewing in normal mode, fast forward to catch up to the
live telecast, or execute any of the other advanced viewing commands. Prior to
the introduction of TiVo, the ability to control live television in this
manner was not available.

  Viewing Preferences and Suggested Programming. The TiVo Service allows
viewers to create viewing preferences around particular shows or categories of
interest. Using the Thumbs Up and Thumbs Down buttons on the TiVo remote,
viewers can express their preferences for a particular type of show. These
preferences accumulate over time and are stored locally on the personal video
recorder. Based on these preferences, TiVo recommends programming that viewers
are likely to enjoy and, when storage space is available, TiVo will
automatically record shows that are most likely to match viewers' individual
preferences.

  Specialized Content. The TiVo Service also includes a variety of specialized
content. For example, the TiVo Service allows television programmers to
develop Network Showcases that feature selected programming, such as an
upcoming movie, special event or mini-series, on easy-to-use interactive
screens. Currently, Network Showcases are branded areas on the TiVo Service
that include directories of simplified recording options for groups of related
shows. In the future, television programmers 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. Subscribers to the TiVo Service also have access to TiVolution
Magazine, which features theme-based collections of shows compiled by TiVo's
editorial staff.

  Menu-Driven Navigation and Viewer Interface. The TiVo Service employs a
menu-driven interface and easy-to-use navigation system. TiVo Central, the
main screen of the TiVo Service, allows viewers to access their customized
lineup of shows, Network Showcases, TiVolution Magazine and other TiVo
services and features. The Pick Programs to Record feature, located on the
TiVo Central screen, allows viewers to search for shows to record by subject,
title, channel or time of showing. Using the on-air guide, viewers can quickly
and efficiently browse through a schedule of up to two weeks of available
television programming and descriptions for each show.

                                      31
Benefits of the TiVo Service

  For viewers, television programmers, advertisers and network operators, the
TiVo Service offers several benefits over traditional television viewing.

  Benefits to Viewers. TiVo believes that its service offers an enhanced
television viewing experience. Key benefits offered to viewers include the
following:

    Greater Control, Choice and Convenience. The TiVo Service provides
  viewers with greater control, choice and convenience in watching
  television. Using the search and navigation features and variety of
  recording options, viewers can:

    .  automatically record all episodes of their favorite shows;

    .  quickly and easily create a customized lineup of shows to be
       recorded up to two weeks in advance;

    .  pause, rewind and fast forward live television; and

    .  immediately access their customized lineup of recorded shows and
       other specialized content.

    Making Sense of Available Content. The TiVo Service assists viewers in
  navigating through the hundreds of channels and thousands of programs
  available for viewing. Using the TiVo Service, viewers can browse pre-set
  categories of programming, such as sports or action/adventure, and select a
  desired show for viewing or recording simply by entering the title, channel
  or time. With the TiVo Service, viewers can easily organize their
  television viewing around shows they want to watch and receive suggestions
  for programming that they are likely to enjoy.

    Programming that Matches Viewers' Preferences. The TiVo Service ranks and
  recommends programming according to viewers' preferences. This
  functionality gives viewers access to programming that meets their personal
  tastes but that they might otherwise never have known was being broadcast.

  Benefits to Television Programmers. TiVo believes its TiVo Service offers
television programmers a new and exciting way to reach the viewing audience.
Key benefits offered to television programmers include the following:

    Enhanced Viewer Loyalty and Retention. By making it easy for viewers to
  find and record the shows they want to watch, the TiVo Service enables
  programmers to make their shows accessible to a broader audience. TiVo
  believes that these easy to use features, especially the Season Pass
  feature, will increase the likelihood that viewers will continue viewing
  new episodes of a particular series or show. Viewers also can easily play
  back the shows they have recorded long after they have aired, enhancing
  viewer retention and loyalty.

    More Effective Promotions and Previews. The TiVo Service provides
  television programmers with an opportunity to create more effective
  promotions and previews such as Network Showcases for selected programming
  and pay-per-view events. TiVo is also currently developing a service,
  called iPreview, that consists of "active" previews and promotions that
  allow a viewer to easily record featured programming at the touch of a
  button. TiVo believes these promotions will be very effective in attracting
  viewers and increasing a network's brand presence because they allow
  viewers to "impulse record" featured programming and to watch these
  programs at a more convenient time. TiVo also believes that by taking
  advantage of these features, television programmers have a greater
  opportunity to reach a larger viewing audience.

    New Platform for Content Delivery. TiVo anticipates that television
  programmers will embrace the TiVo Service as a new way to reach audiences
  with programming, products and services and enable couch commerce. For
  example, the TiVo Service can enable television programmers to allow
  viewers to order and automatically record special programming packages,
  including bundled episodes of previously run shows and pay-per-view
  promotions. TiVo anticipates that viewers would be able to simply "point
  and click" to order movies, sports events, programming packages, games and
  other products and services.

                                      32
Benefits to Advertisers. TiVo believes that its TiVo Service will offer
advertisers a new platform with more efficient and effective ways to reach
their targeted audience. Key benefits offered to advertisers include the
following:

    Targeting Consumers. In the future, the TiVo Service will allow
  advertisers to offer advertising that is related to the viewing preferences
  stored on the personal video recorder. For example, working with its
  network partners TiVo could download and store several commercials on the
  personal video recorder and select which of these commercials to show based
  on the viewer's preferences. For example, an automobile advertiser may want
  to advertise one of several models during the airing of a particular
  program, depending on each viewer's preferences. If the viewer's
  preferences suggest that the viewer is an outdoor enthusiast, the
  commercial might feature a sport utility vehicle.

    Platform for New Advertising Opportunities. The TiVo Service provides
  advertisers with a new platform to offer advertisements to viewers. For
  example, advertisers may be able to combine new advertising with recorded
  shows and special promotions to reach new and existing viewers. TiVo also
  intends to offer advertisers a new service, called iBuy, that will allow
  viewers to get more information about and possibly purchase a featured
  product or service using the TiVo remote. In this way, TiVo expects to
  create an interactive on-air shopping experience for the viewer.

  Benefits to Cable and Satellite Network Operators. The TiVo Service provides
a unique platform for network operators to reduce subscriber turnover and
create new sources of revenue. Key benefits offered to cable and satellite
network operators include the following:

    Ability to Differentiate Services. The TiVo Service allows network
  operators to differentiate and enhance their service offerings by making
  available programming more accessible to viewers, and enhancing viewer
  loyalty by offering subscribers the ability to customize their viewing
  experience.

    Platform for New Service Opportunities. The TiVo Service can also provide
  new sources of revenue for network operators. For example, the TiVo Service
  provides a platform upon which network operators can record a number of
  pay-per-view movies onto the personal video recorder from which subscribers
  can choose to purchase and view at their convenience, with the added
  ability to pause rewind, skip and fast forward.

TiVo Strategy

  TiVo's objective is to establish the TiVo Service as a new platform for
delivering richer television programming, advertising and in-home commerce. To
achieve this objective, TiVo intends to:

  Establish the TiVo Service as the Market Leader in Personal Television. TiVo
is a pioneer in the personal television industry. As the personal television
industry develops, TiVo intends to aggressively grow its subscriber base,
create specialized content to enhance the value of the TiVo Service, and
develop new ways to deliver effective targeted advertising. TiVo also intends
to augment these efforts through strategic partnerships with cable and
satellite network operators, television programmers, advertisers and consumer
electronics manufacturers. TiVo believes that establishing and maintaining a
market leadership position in personal television is critical to establishing
new sources of revenues and the overall growth of its business.

  Establish and Promote the TiVo Brand. TiVo believes that establishing the
TiVo brand is critical to attracting subscribers, advertisers and strategic
partners. TiVo intends to dedicate substantial resources to promoting its
brand through multiple advertising and marketing channels, participating in
trade shows, sponsoring events, merchandising and by leveraging existing and
future strategic partnerships.

  Leverage Partnerships to Accelerate Market Acceptance. TiVo believes that
leveraging the market presence, brand recognition and distribution resources
of established television industry participants will help it establish broad
consumer awareness and acceptance of the TiVo Service and personal television.
TiVo intends

                                      33
to continue to establish partnerships with leading television industry
participants to expand its subscriber base, provide content and develop and
distribute a wide variety of devices that enable the TiVo Service.

  .  Network Operators and Other Content Distributors. TiVo intends to
     establish partnerships with an increasing number of network operators,
     including cable and satellite operators. TiVo believes that agreements
     with these companies will provide access to a large and established base
     of viewers who are likely to purchase the TiVo Service. Relationships
     with these companies will also provide opportunities to develop
     additional devices that enable the TiVo Service and provide specialized
     programming to viewers. For example, TiVo's agreement with DIRECTV
     provides for a variety of assisted and joint marketing activities
     targeting DIRECTV's installed base of subscribers.

  .  Networks and Other Television Programmers. TiVo intends to establish
     partnerships with an increasing number of television programmers,
     including broadcast and premium-service providers. TiVo believes that
     partnerships with these companies can increase the amount and diversity
     of customized content available on the TiVo Service and provide a
     significant opportunity to offer specialized programming to viewers.
     Partnerships with these companies also provide TiVo with opportunities
     to develop new interactive services for viewers, such as iPreview and
     iBuy. Currently, TiVo has relationships with NBC, HBO, Showtime, FliX,
     E! Entertainment and The Movie Channel. Many of these relationships
     provide for the delivery of Network Showcases and other specialized
     programming to viewers.

  .  Consumer Electronic Manufacturers. TiVo intends to establish
     partnerships with consumer electronic and other device manufacturers for
     the development, manufacture and marketing of devices that enable the
     TiVo Service. TiVo believes this strategy will accelerate the growth of
     the market for personal television. TiVo currently has a strategic
     relationship with Philips, who will manufacture the personal video
     recorder, assist in developing a TiVo/DIRECTV combination receiver and
     spearhead our retail launch.

  .  Advertisers.  TiVo intends to pursue partnerships with advertisers in an
     effort to generate new revenue streams. TiVo believes that garnering
     advertiser support for the TiVo Service will accelerate the market
     acceptance for personal television. TiVo also believes that its
     proprietary software and other technology embedded in the personal video
     recorder and the TiVo Service will enable advertisers to reach desired
     viewers more effectively. Not only will advertisers be better equipped
     to reach consumers with specific tastes or preferences, viewers will
     receive more information about products in which they are likely to be
     interested.

  Offer an Increasing Range of Programming and Features. TiVo intends to offer
new programming and features in order to enhance the value of the TiVo Service
and create new sources of revenue. TiVo's technology allows for frequent
updates and improvements to the programming and features offered on the TiVo
Service. This enables TiVo to quickly develop and market new features and
services such as iBuy and iPreview. TiVo intends to develop other features,
such as sports highlights, condensed news programs and other specialized
programming.

  Encourage the Development of New Devices Enabling the TiVo Service. TiVo
intends to work in partnership with consumer electronics manufacturers and
others in developing new and complementary products that enable the TiVo
Service, such as televisions, DVD players or satellite television receivers.
This strategy is based on TiVo's belief that the TiVo Service enhances the
value of other television, entertainment and home theater products and
services. In pursuing these relationships, TiVo expects to continue to grant
broad licensing rights to its technology and intends to create a set of
standards that will allow consumer electronics manufacturers to embed the
technology that enables the TiVo Service in home entertainment products. TiVo
anticipates that the broad licensing of its technology will accelerate its
subscriber growth, enhance its market position and strengthen the TiVo brand.

                                      34
What Viewers Experience Using the TiVo Service

  The TiVo Service is designed to appeal to a broad consumer base by being
easy-to-use and intuitive. The TiVo Service gives viewers the ability to
control and personalize television by letting them watch what they want when
they want. Navigation through the TiVo Service's menu-driven interface starts
from the TiVo Central screen.

  TiVo Central. TiVo Central is the main screen on the TiVo Service and is the
first screen seen by the viewer when the television is turned on. TiVo Central
can also be accessed from anywhere in the TiVo Service by pushing the TiVo
button on the TiVo remote. Most of the recording and viewing features
available on the TiVo Service can be accessed through this screen. An example
of TiVo Central is shown below:

[Screen shot of TiVo Central appears here.]

  Now Showing. The Now Showing screen allows viewers to easily choose from
their customized lineup of shows, which have been recorded and are stored on
the personal video recorder. For each show, viewers can get detailed
information, including a description of the show and its recorded time.
Viewers can also see when the program will be deleted from the personal video
recorder and can change the deletion time if desired.

[Screen shot of Now Showing appears here.]

                                      35
Network Showcases Screen. The Network Showcases screen can be used by
television programmers and advertisers to feature selected programming and
products. Network Showcases are separately categorized by each programmer.
Within their own Network Showcase, programmers can customize the manner in
which they highlight and package shows. In the future, we believe that
programmers will create a unique look and feel for their Network Showcases and
may include promotional video clips and trailers. Network Showcases screens
are shown below:

[Screen shots of the main Network Showcases screens appear here.]

  Pick Programs to Record. Pick Programs to Record allows viewers to easily
select shows to be recorded. Viewers can choose to select shows by name,
channel or time. In addition, viewers can choose from a list of shows
recommended by the TiVo Service based upon their individual preferences.
Examples of Pick Programs to Record screens are shown below:

[Screen shot of the Pick Programs to Record screens appear here.]

                                      36
On-Air Program Guide. The TiVo Service includes an easy-to-use on-air
program guide that allows viewers to browse through available programming and
receive information about upcoming shows. The on-air program guide includes a
brief description of the program, the personalities featured and time and
channel for viewing.

[Screen shot of the Watch Live TV screen appears here.]

  TiVolution Magazine. TiVolution Magazine features theme-based collections of
shows and other content compiled by TiVo's editorial staff.

[Screen shot of the main Network Showcase screen appears here.]

How TiVo Works

  The TiVo Service relies on three key components: the personal video
recorder, the TiVo remote control and the TiVo Broadcast Center. Individually,
each of these components serves a vital function in the TiVo Service.

                                      37
The Personal Video Recorder. The personal video recorder was initially
designed and developed by TiVo, and enables the basic functionality of the
TiVo Service. The personal video recorder automatically records live
television while the viewer is watching, which allows the viewer to control
live television. The current version of the personal video recorder, however,
cannot record a different show while concurrently watching live television.
Two models of the personal video recorder are currently available, one
supporting up to 14 hours of recorded programming and one supporting up to 30
hours of recorded programming. The personal video recorder works with analog
broadcast, cable and digital satellite systems. TiVo expects that future
versions of the personal video recorder will be incorporated with cable or
satellite receivers into a single device.

  After the initial set-up, the TiVo personal video receiver will
automatically dial into the TiVo Broadcast Center via telephone on a nightly
basis to download the program guide data and other elements of the TiVo
Service, such as Network Showcases and other programs or features. Software
upgrades to the personal video recorder are also delivered directly via the
phone line at no charge.

  When enabled with the TiVo Service, the personal video recorder also stores
the subscribers' viewing preferences. Based on these preferences, the TiVo
Service ranks every show listed in the on-air program guide and then
recommends the highest ranked shows to the viewer. If there is available
storage capacity in the personal video recorder, the personal video recorder
may automatically record the show or shows with the highest ranking.

  The TiVo Service uses an advanced disk scheduling technique, which manages
the recording and deletion of programs on the system. This allows viewers to
select programming to record well in advance of airing and receive
confirmation that the selected program will be recorded, even if the length of
the programming selected for recording exceeds the then available storage
capacity on the recorder.

  TiVo expects that the vast majority of purchasers of the personal video
recorder will activate the TiVo Service. However, if the TiVo Service is not
enabled or is subsequently cancelled, the personal video recorder provides
viewers basic capabilities, including pause, rewind and fast forward
navigation of live or recorded television, and the ability to record selected
programs by manually programming the personal video recorder without the aid
of the TiVo Service.

  The TiVo Remote Control. The TiVo remote control can operate both the
personal video recorder and the viewer's television. Using the TiVo remote
control, a viewer is able to take advantage of the functionality of the TiVo
Service, including navigation of programming, selection of shows to be
recorded and advanced viewing features. The TiVo remote control also enables
viewers to indicate personal preferences through the use of the Thumbs Up or
Thumbs Down buttons. As the TiVo Service is expanded, the TiVo remote control
will accommodate expanded functionality associated with new features,
services, promotions and programming options.

  The TiVo Broadcast Center. The TiVo Broadcast Center is a series of computer
servers that manage all of TiVo's programming and service data. The TiVo
Broadcast Center distributes proprietary services and specialized content such
as TiVo's on-air program guides, Network Showcases, TiVolution Magazine and
other content provided by TiVo and its partners. The TiVo Broadcast Center is
designed to be a platform for future services, such as iPreview, iBuy and
other interactive services. Presently, the data contained in the TiVo
Broadcast Center is communicated to each personal video recorder automatically
on a nightly basis through the subscriber's phone line. Upgrades to the
software that runs the TiVo Service are also provided automatically over this
phone line. In the future, TiVo expects to utilize satellite and cable
bandwidth to transmit data and communicate information from the TiVo Broadcast
Center to the personal video recorder.

Strategic Partnerships

  TiVo's success depends on its ability to quickly build a large subscriber
base, integrate TiVo functionality into a broad range of consumer electronic
products, and develop new services and programming to enhance the

                                      38
TiVo Service. In order to better achieve these goals, TiVo has chosen to
aggressively pursue strategic partnerships with:

  . cable and satellite network operators;

  . television programmers;

  . consumer electronics manufacturers; and

  . suppliers of key components of the TiVo technology.

  By working with strategic partners to develop a business model that
complements the businesses of other industry stakeholders, TiVo is seeking to
aggressively develop personal television as a major category of home
entertainment.

  Through its partnerships, TiVo's personal video recorders and other devices
will be manufactured and distributed through retail and other channels. These
partners will also provide access to a large number of potential subscribers
and the resources to effectively market and promote the TiVo Service. In
addition, these partnerships will allow TiVo to provide its subscribers with
richer content, including Network Showcases, previews and promotions of
upcoming shows and other specialized viewing options on the TiVo Service. Some
of TiVo's major partnerships include:

                     DIRECTV. DIRECTV has agreed to promote TiVo and the TiVo
  [DIRECTV logo]     Service to its seven million subscribers. DIRECTV will
                     provide a variety of marketing and sales support,
                     including commercial air time on the DIRECTV system,
                     access to DIRECTV subscribers for targeted mailings and
                     placement on its web site and in its on-air magazine.
                     DIRECTV will also make a portion of the high bandwidth
                     capacity of DIRECTV's satellite network available to
                     TiVo. TiVo intends to use this capacity to expand and
                     enrich the TiVo Service offered to DIRECTV subscribers.

                     DIRECTV has taken an equity position in TiVo. In
                     addition, DIRECTV will share in specified revenues TiVo
                     receives that relate to subscribers to the TiVo Service
                     who also subscribe to the DIRECTV satellite service.

  [NBC logo]         NBC Multimedia. TiVo will work with NBC to produce weekly
                     Network Showcases and other programming packages that
                     highlight current and upcoming NBC programs. These NBC
                     programming packages and specials will also be featured
                     in TiVolution Magazine. TiVo also granted NBC
                     preferential placement on its Network Showcases screen.
                     TiVo and NBC have agreed to feature each other as
                     partners on their respective web sites.

                     NBC has taken an equity position in TiVo and will receive
                     certain rights with respect to TiVo's couch commerce and
                     Internet services if such services are enabled on the
                     TiVo Service.

  [Philips logo]     Philips. Philips has agreed to manufacture, market and
                     distribute personal video recorders that enable the TiVo
                     Service. Philips will market co-branded personal video
                     recorders with TiVo and support the TiVo Service in
                     retail channels. Philips also has a license to TiVo's
                     technology for developing, marketing and promoting other
                     products that enable the TiVo Service. For example,
                     Philips has agreed to work with TiVo and DIRECTV to
                     develop and release an integrated device that enables the
                     TiVo Service and the DIRECTV satellite service.

                     Philips has taken an equity position in TiVo. TiVo has
                     agreed to offset certain of Philips' manufacturing costs
                     by paying a subsidy to Philips for each personal

                                      39
video recorder that Philips manufactures and sells. TiVo
                     has also agreed to share a portion of the TiVo Service
                     subscription revenues it receives from purchasers of the
                     personal video recorders and other devices manufactured
                     by Philips that enables the TiVo Service.

                     Quantum. Quantum has agreed to develop and supply the
  [Quantum logo]     hard disk drives used in personal video recorders that
                     enable the TiVo Service. Under the agreement, TiVo or a
                     designated third-party buyer may purchase from Quantum up
                     to an agreed number of hard disk drives at a discount. In
                     addition, Quantum has agreed to work with TiVo to
                     customize its hard disk drives for devices that enable
                     the TiVo Service. Quantum and TiVo have also agreed to
                     work together in advertising and promoting TiVo and the
                     TiVo Service.

                     Quantum received warrants to purchase TiVo's preferred
                     stock in connection with this agreement. TiVo has also
                     agreed to share a portion of the TiVo Service
                     subscription revenues it receives from the personal video
                     recorders and other devices equipped with Quantum hard
                     disk drives on which TiVo received a discount from
                     Quantum.

Sales and Marketing

  TiVo is building a team of sales and marketing professionals whose efforts
are focused on establishing the TiVo brand, educating consumers on the
features and benefits of the TiVo Service and personal television, and
promoting sales of personal video recorders and other devices that enable the
TiVo Service. TiVo anticipates that retail stores will be the dominant
distribution channel for its products and services and is establishing direct
relationships with potential retail partners. TiVo's marketing team maintains
an on-going dialogue with viewers via research and other consumer response
vehicles to ensure that TiVo continues to deliver services that match viewers'
needs.

  TiVo began selling personal video recorders and subscriptions to the TiVo
Service on March 31, 1999. To date, these sales have been made directly to
consumers, principally through TiVo's web site, www.tivo.com, and its toll-
free number, 1-877-FOR-TIVO. Philips plans to begin distributing co-branded
personal video recorders at national and regional retail chains in the second
half of 1999, in time for the 1999 holiday selling season.

  Philips will take primary responsibility for selling personal video
recorders to retailers and supporting the retail channel through marketing
efforts, in-store display materials and sales force training. TiVo, with the
assistance of DIRECTV, will support Philips' efforts by educating retailers
about personal video recorders and the TiVo Service and providing training
where necessary. In addition, DIRECTV plans to incorporate the TiVo logo in
certain of its in-store promotional materials starting in the first quarter of
2000. DIRECTV may also encourage its existing and prospective customers to
subscribe to the TiVo Service by offering promotional incentives such as
coupons or discounts on DIRECTV's service.

  In support of its expected retail launch, TiVo intends to initiate a
marketing campaign that utilizes print, outdoor, web and television
advertising. TiVo also intends to target certain DIRECTV subscribers with
direct mail and bill inserts. The goal of these efforts is to increase
awareness of the personal television category and to promote the TiVo brand as
the leader in this category. TiVo's marketing campaign will be augmented by a
significant advertising effort by Philips.

Privacy Policy

  TiVo has adopted a privacy policy which it makes available on its web site
and delivers to each new subscriber to the TiVo Service. This policy provides
that all information that identifies a viewer as a specific person, including
a viewer's name and address, will not be disclosed to anyone without the
viewer's consent.

                                      40
All information about viewers' preferences and how they use the TiVo Service
is separated from information that identifies a viewer personally, so that the
information becomes anonymous. TiVo may be able to use this anonymous
information to tell a broadcaster the percentage of TiVo viewers who recorded
a particular program, but TiVo will not know, nor be able tell the
broadcaster, which of its viewers did so, unless a viewer decides to provide
that information. No one at TiVo or anywhere else will ever know the kinds of
programs a viewer specifically watches or how they use the TiVo Service unless
the viewer chooses to provide that information. If a viewer does not want the
way in which they use their personal video recorder to be part of the
anonymous information that TiVo gathers and shares with other companies, they
can ask for a block on the release of this anonymous data.

  TiVo is able to send information to viewers' personal video recorders that
allows TiVo and other companies to customize viewers' television experience.
Neither TiVo nor the company supplying the customizing options will know which
options viewers' personal video recorders select to show. If a viewer does not
want this customizing information sent to their personal video recorder, they
can simply ask for a block on such customized information.

Competition

  The market for home entertainment goods and services is intensely
competitive, rapidly evolving and subject to rapid technological change. The
delivery of video and television programming is particularly competitive as
new products and services continue to be introduced and marketed. TiVo
believes that the principal competitive factors in these markets are name
recognition, performance, pricing, ease of use and functionality. Because the
personal television market is new and rapidly evolving, TiVo expects it will
face significant barriers in its efforts to secure broad market acceptance,
and intense competition at several different levels.

  Established competitors in the consumer electronics market. Personal
television competes in a consumer electronics market that is crowded with
several established products and services, especially products delivering
television programming and other home video entertainment. Personal video
recorders and the TiVo Service compete with products and technologies that
have established markets and proven consumer support, such as VCRs, DVD
players and cable and satellite television systems. To be successful, TiVo
believes it will need to spend significant resources to develop consumer
awareness of TiVo and the personal television product category.

  Internet-related companies and companies offering similar products and
services. TiVo faces competition from Internet service providers and other
Internet companies such as WebTV, America Online and X-TV. These competitors
are seeking to meld Internet browsing and traditional broadcast, cable or
satellite television programming into a single medium. For example, WebTV and
EchoStar Communications have released the DishPlayer, which is a product that
combines Internet access with a program guide and the ability to pause live
television. TiVo's primary competitor in the personal television market is
Replay Networks, Inc. Replay manufactures and markets a personal television
recorder that includes a hard disk drive and functionality similar to that of
the TiVo-enabled personal video receiver.

Research and Product Development

  From TiVo's inception until March 1999, TiVo's research and development
efforts were focused on designing and developing the personal video recorder
and the TiVo remote control, the TiVo Service and the TiVo Broadcast Center.
These activities included both hardware and software development. TiVo's
engineering staff is now focused on research and development in the following
three areas:

  Performance engineering. TiVo will continue to devote considerable
engineering resources to improving TiVo's essential technologies. TiVo's
engineers and customer support personnel work together to quickly identify and
correct potential performance errors. TiVo also continually works to identify,
develop and implement features and functionality that improve performance in
areas such as video and audio quality, speed, and ease of use.

                                      41
Platform engineering. Although TiVo does not intend to manufacture the
personal video recorder or other hardware products, the evolution of hardware
technology that enables the TiVo Service is a crucial element of TiVo's future
success. TiVo's hardware engineers are working with consumer electronics
manufacturers, component suppliers, and data storage suppliers to reduce the
manufacturing cost of the personal video recorder and integrate TiVo
functionality into other consumer electronics goods. For example, TiVo is
currently working with DIRECTV and Phillips to develop a DIRECTV satellite
receiver that enables the TiVo Service. Similarly, TiVo intends to integrate
the TiVo Service into components such as cable set-top boxes, televisions and
other consumer electronics products. TiVo intends to work with a broad range
of partners to develop its technology platform and establish TiVo as a de
facto standard for delivering personal television services.

  Service engineering. TiVo intends to continue to develop the TiVo Service,
offering new features and programming. TiVo has assembled a group of
experienced television and multimedia professionals to create specialized
programming for the TiVo Service. As part of this effort, the programming team
is currently in the process of building software and video development tools
that will enable networks and other content providers to create specialized
programming for the TiVo Service.

  TiVo's research and development expenses were $356,000 and $5.6 million for
the period from inception to December 31, 1997 and the year ended December 31,
1998, respectively, and $3.0 million for the six months ended June 30, 1999.
As of June 30, 1999, TiVo had 40 employees engaged in research and product
development activities.

Patents and Intellectual Property

  TiVo has adopted a proactive patent and trademark strategy designed to
protect all important aspects of its technology and intellectual property.
TiVo has filed nine patent applications and six provisional patents. TiVo has
also jointly filed a patent application with Quantum. The patent applications
that TiVo has 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 TiVo's technology, including hardware,
software, the TiVo Service functionality and appearance, network architecture,
manufacturing and international patent rights. TiVo has also filed patent
applications that cover technologies it intends to incorporate in future
versions of the TiVo Service and hardware. To date, none of these patents have
been granted, and there can be no assurance that any of these patents will
ever be granted.

  TiVo has filed trademark applications covering substantially all of its
trade dress, logos and slogans, including:

  . TiVo logo

  . Life's too short for bad TV

  . The way TV is meant to be

  . Viewergraphic

  . Viewergraphic Profiling System

  . Extensible Timeshifting Architecture

  . Thumbs Up logo

  . Thumbs Down logo

  These applications are currently pending with the U.S. Patent and Trademark
Office. Additionally, TiVo has international trademark applications pending
for its TiVo logo. TiVo has licensed the use of its name and logo to some of
its strategic partners. See "Risk Factors--Our success depends on our ability
to secure and protect patents, trademarks and other proprietary rights."

                                      42
Employees

  As of June 30, 1999, TiVo had 98 full-time employees and 2 part-time
employees. TiVo expects its workforce to increase substantially over the next
12 months. See "Risk Factors--Our business is expanding rapidly and our
failure to manage growth could harm our business and operating results."

Facilities

  TiVo has 29,122 square feet of space in a facility located in Sunnyvale,
California, under a lease that expires in March 2000. Beginning in July 1999,
TiVo will lease an additional 3,854 square feet of space in the same facility.
TiVo's lease to this additional space will expire in June 2000. TiVo is
currently searching for a larger facility and expects to move its operations
by the end of the year.

Legal Matters

  TiVo is not currently engaged in any legal proceedings.

                                      43
MANAGEMENT

Executive Officers, Directors and Key Employees

  Our executive officers, directors and key employees and their ages as of
July 15, 1999, are as follows:
Name                 Age                     Position
                 ----                 ---                     --------
Executive Officers and Directors
 Michael Ramsay (1)..................  49 Chairman of the Board, Chief Executive Officer
                                           and President
 James Barton (1)....................  41 Vice President of Research and Development,
                                           Chief Technical Officer and Director
 David H. Courtney...................  40 Vice President of Finance and Chief Financial
                                           Officer
 Geoffrey Y. Yang (1) (2) (3)........  40 Director
 Stewart Alsop (1) (3)...............  47 Director
 Randy Komisar (1) (3)...............  44 Director
 Larry N. Chapman (2)................  44 Director
 Thomas S. Rogers....................  44 Director
 Michael J. Homer (2)................  41 Director
 Key Employees
 Ta-Wei Chien........................  44 Vice President of Engineering and Operations
 Morgan P. Guenther..................  45 Vice President of Business Development
 Stacy Jolna.........................  47 Vice President of Programming and Network
                                           Relations
 Michael A. Mutz.....................  47 Vice President of Sales
 Karrin Nicol........................  39 Vice President of Human Resources
 Mark Roberts........................  39 Chief Information Officer
 Geof Rochester......................  39 Vice President of Marketing
 Robert P. Vallone...................  41 Vice President of Service Operations and
                                           Customer Service
-----------------------
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.

  Michael Ramsay is a co-founder of TiVo and has served as TiVo's Chairman of
the Board of Directors, Chief Executive Officer and President since its
inception in August 1997. From April 1996 to July 1997, Mr. Ramsay was the
Senior Vice President of the Silicon Desktop Group for SGI, 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 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 SGI's 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.
Mr. Ramsay holds a B.S. degree in Electrical Engineering from the University
of Edinburgh, Scotland.

  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 its
inception. 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 SGI 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 of the Systems Software

                                      44
Division of SGI. 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.

  David H. Courtney joined TiVo in March 1999 as its Chief Financial Officer.
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 a
Vice President. Mr. Courtney holds a B.A. degree in Economics from Dartmouth
College and an M.B.A. degree from Stanford University.

  Geoffrey Y. Yang has served as a director of TiVo since October 1997. Since
1989, Mr. Yang has been a general partner of Institutional Venture Partners, a
venture capital firm. Mr. Yang is a director of MMC Networks, Inc., a
developer of network processors, and Ask Jeeves, Inc., a provider of natural-
language question answering services on the Internet. Mr. Yang holds a B.A.
degree in economics from Princeton University, a B.S.E. degree in Engineering
and Management Systems from Princeton University and an M.B.A. degree from
Stanford University.

  Stewart Alsop has served as a director of TiVo since October 1997. Since
1998, Mr. Alsop has served as a general partner at New Enterprise Associates,
a venture capital investment firm. Mr. Alsop was a Venture Partner at New
Enterprise Associates from 1996 to 1998. From June 1991 to 1996, Mr. Alsop
served as Senior Vice President and Editor-in-Chief of InfoWorld Media Group,
Inc., which publishes InfoWorld, a weekly newspaper for information-technology
professionals. Mr. Alsop also serves on the board of directors of Macromedia
Inc., an Internet software company. He holds a B.A. degree in English from
Occidental College.

  Randy Komisar has served as a director of TiVo since March 1998. Since 1996,
Mr. Komisar has been "virtual CEO" and advisor to various startup companies.
Since November 1997, Mr. Komisar has served as Chairman of IQ.commerce Corp.,
an online promotions and merchandising services company. Mr. Komisar was
President and Chief Executive Officer of Crystal Dynamics Inc., a video game
development and publishing company, between May 1995 and June 1996. He served
as President and Chief Executive Officer of LucasArts Entertainment Company, a
film production company, between January 1994 and May 1995. Mr. Komisar holds
a B.A. degree in Economics from Brown University and a J.D. degree from
Harvard Law School.

  Larry N. Chapman has served as a director of TiVo since April 1999. Since
1998, Mr. Chapman has been the Executive Vice President of DIRECTV, Inc., a
leading digital television service provider and a unit of Hughes Electronics
Corporation. Prior to serving as Executive Vice President of DIRECTV,
Mr. Chapman served in a number of capacities for DIRECTV since its inception
in 1990, including Senior Vice President of Special Markets and Distribution,
Senior Vice President of Programming, and Vice President of Business Affairs
and Development. Mr. Chapman holds a B.S. degree and M.S. degree in Electrical
Engineering from the University of Florida.

  Thomas S. Rogers has served as a director of TiVo since April 1999. Since
November 1992, he has been President of NBC Cable and since 1988, Executive
Vice President of National Broadcasting Company, Inc. Mr. Rogers founded NBC's
major cable networks, CNBC and MSNBC, and international operations and is
responsible for overseeing and coordinating NBC's interests in cable and new
media. Prior to joining NBC in 1987, Mr. Rogers served as Senior Counsel to
the House Subcommittee on Telecommunications, Consumer Protection and Finance.
Mr. Rogers is a member of the board of managers of SNAP! LLC and the board of
directors of NBC Multimedia, Inc., Rainbow Media Holdings Inc. and A&E
Television Network, and has been nominated to serve on the board of directors
of NBC Internet, Inc. Mr. Rogers is Chairman of the International Council of
the National Academy of Television Arts and Sciences. He also serves on the
board of directors of the International Radio & Television Society. Mr. Rogers
graduated from Wesleyan University and received a J.D. degree from Columbia
Law School.

                                      45
Michael J. Homer has served as a director of TiVo since July 1999. Mr. Homer
has been employed with Netscape Communications Corporation, an Internet
software company, since October 1994 and has served as Netscape's Executive
Vice President and General Manager, Web Site Division, since March 1998. From
July 1997 to March 1998, he was Executive Vice President of Sales and
Marketing for Netscape, and from October 1994 to July 1997, he served as
Netscape's Vice President of Marketing. Prior to joining Netscape, Mr. Homer
served as Vice President of Engineering for GO Corporation. Mr. Homer holds a
B.S. degree in Finance from the University of California at Berkeley.

  Ta-Wei Chien has served as Vice President of Engineering and Operations
since February 1999. 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.

  Morgan P. Guenther has served as Vice President of Business Development
since June 1999. Since March 1998, Mr. Guenther was a partner of the law firm
of Paul, Hastings, Janofsky & Walker LLP. From 1990 to March 1998, Mr.
Guenther was a partner at the law firm of Farella, Brawn & Martel. Mr.
Guenther holds J.D. and B.A. degrees from the University of Colorado and an
M.B.A. degree from the University of San Francisco.

  Stacy Jolna has served as Vice President of Programming and Network
Relations since May 1998. Prior to joining TiVo, Mr. Jolna had served as a
Vice President at WebTV Networks Inc., an Internet services company and
subsidiary of Microsoft Corp. since May 1997. From December 1981 to February
1996, Mr. Jolna was employed by Cable News Network, most recently serving as a
Vice President. Mr. Jolna holds a B.S. degree from State University of New
York and an M.S. degree in Journalism from Boston University.

  Michael A. Mutz has served as Vice President of Sales since June 1999. Prior
to joining TiVo, Mr. Mutz served as Vice President of Operations at U.S.
Cellular Corporation, a wireless services provider, since January 1995. From
1983 to December 1994, Mr. Mutz was employed with AT&T Corporation. Mr. Mutz
holds a B.S. degree in Electrical Engineering from the United States Military
Academy and a Master of Management degree from J.L. Kellogg Graduate School of
Management.

  Karrin Nicol joined TiVo in July 1999 as Vice President of Human Resources.
From 1987 to 1999, Ms. Nicol was employed with SGI, most recently as Director
of Human Resources. Prior to that, Ms. Nicol served in various positions at
Fairchild Semiconductor Corporation. Ms. Nicol holds a B.S. degree in Food and
Nutrition from California State University, Chico.

  Geof Rochester joined TiVo in July 1999 as Vice President of Marketing.
Prior to joining TiVo, Mr. Rochester served as Senior Vice President of Sales
and Marketing at Comcast Cable Communications, Inc., from 1995 to 1998.
Previously, Mr. Rochester had served as Senior Vice President and Vice
President of Marketing at Radisson Hotels Worldwide from 1990 to 1995. Mr.
Rochester holds a B.S. degree in Business Administration from Georgetown
University and an M.B.A. degree from the Wharton School at the University of
Pennsylvania.

  Mark Roberts has served as Chief Information Officer since March 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.

  Robert P. Vallone has served as Vice President of Service Operations and
Customer Service since March 1999. From November 1998 to April 1999, Mr.
Vallone served as Director of Operations for TiVo. Prior to joining TiVo, Mr.
Vallone served as Director of Engineering at SGI since October 1993. Mr.
Vallone holds a B.S. degree in Experimental Psychology from Cornell
University. From 1980 to 1985, Mr. Vallone worked on a Ph.D. in Experimental
Psychology at Stanford University.

                                      46
Board Composition

  The number of directors is fixed by resolution of the board of directors.
Upon the closing of this offering, the number of directors will remain set at
eleven. In accordance with the terms of our Amended and Restated Certificate
of Incorporation, the terms of office of the members of the board of directors
will be divided into three classes, with each class holding office for
staggered three year terms: the Class I directors' term will expire at the
annual meeting of stockholders to be held in 2000, the Class II directors'
terms will expire at the annual meeting of stockholders to be held in 2001,
and the Class III directors' terms will expire at the annual meeting of
stockholders to be held in 2002. We anticipate that the Class I directors will
include Messrs. Ramsay, Yang and Komisar, the Class II directors will include
Messrs. Barton, Homer and Alsop, and the Class III directors will include
Messrs. Rogers and Chapman, the Series H nominee and the Series I nominee. Any
additional directorships resulting from an increase in the number of directors
will be distributed among the three classes so that, as nearly as possible,
each class will consist of one-third of the directors. This classification of
the board of directors may have the effect of delaying or preventing changes
in control or management. Under Delaware law, directors may be removed for
cause by the affirmative vote of the holders of a majority of the common
stock. Messrs. Alsop and Yang were elected to the board of directors pursuant
to a voting agreement by and among TiVo and some of its principal
stockholders. Messrs. Chapman, and Rogers were elected to the board of
directors pursuant to preferred stock rights held by some of TiVo's
stockholders. In addition, the Series H and Series I nominees are to be
elected to the board pursuant to preferred stock rights held by some of TiVo's
stockholders. These voting agreements and these rights will terminate upon the
completion of this offering. Each of our current directors will continue to
serve on the board of directors upon completion of this offering.

Board Compensation

  Directors who are also our executive officers do not receive any additional
compensation for serving as members of the board of directors or any committee
of the board. Under our 1999 Non-Employee Directors' Stock Option Plan, non-
employee directors are granted a nonstatutory option to purchase 20,000 shares
of common stock under the directors' plan on the date on which such person is
first elected or appointed a director. Options initially granted under our
directors' plan vest over a two year period at a rate of 1/24th per month. In
addition, on the day after each of our annual meetings of stockholders,
starting with the annual meeting in 2001, each non-employee director will
automatically receive an option for 10,000 shares if the director has been a
non-employee director for at least the prior eighteen months. This option will
be fully vested. The exercise price of options under the directors' plan will
be equal to the fair market value of the common stock on the date of grant.
For more information, please see "1999 Non-Employee Directors' Stock Option
Plan."

Board Committees

  Executive Committee. The executive committee has broad discretionary
authority to take most actions which may be taken by the board of directors,
including acting upon recommendations of other committees of the board of
directors, declaring a dividend, authorizing the issuance of stock and
administering our stock plans. Actions the executive committee is not
authorized to take include amending our certificate of incorporation or
bylaws, adopting an agreement of merger or consolidation or appointing members
to committees of our board of directors. The executive committee typically
meets once per month and reports to the board of directors on a quarterly
basis. The executive committee consists of Messrs. Ramsay, Barton, Yang, Alsop
and Komisar.

  Audit Committee. The audit committee is responsible for, among other things,
making recommendations to the board of directors regarding the engagement of
our independent public accountants, reviewing with the independent public
accountants the plans and results of the audit engagement, approving
professional services provided by the independent public accountants, and
reviewing the adequacy of our internal accounting controls. The audit
committee consists of Messrs. Yang, Chapman and Homer.

  Compensation Committee. The compensation committee is responsible for
determining salaries and incentives compensation for our directors, officers,
employees and consultants and administering our stock option incentive plans.
The compensation committee consists of Messrs. Alsop, Komisar and Yang.

                                      47
Compensation Committee Interlocks and Insider Participation

  The members of our compensation committee are Messrs. Alsop, Komisar and
Yang. None of the members of our compensation committee of the board of
directors is currently or has been, at any time since our formation, an
officer or employee. Prior to the formation of the compensation committee, all
decisions regarding compensation for directors, officers, employees and
consultants and administration of stock and incentive plans were made solely
by the board of directors.

Executive Compensation

  The following table sets forth information for the year ended December 31,
1998, regarding the compensation of our chief executive officer and our other
most highly compensated executive officer whose salary and bonus for such year
was in excess of $100,000 on an annualized basis. We refer to these
individuals as our named executive officers. There were no other executive
officers of TiVo whose salary and bonus for that year were in excess of
$100,000 on an annualized basis.

                          Summary Compensation Table
Annual Compensation
                         ----------------------
   Name and Principal                                 Long-Term         All Other
        Position         Salary($)    Bonus($)   Compensation Awards Compensation($)
------------------------ -----------  ---------  ------------------- ---------------
Michael Ramsay.......... $   150,000   $    --           --               $ --
 Chairman of the Board,
 Chief Executive Officer
 and President                                                              --
James Barton............     148,764        --           --
 Vice President of
 Research and
 Development and Chief
 Technical Officer
Option Grants in Last Fiscal Year

  There were no stock option grants to our named executive officers during the
fiscal year ended December 31, 1998. In June 1999 we granted options to
purchase 650,000 shares of common stock to Michael Ramsay and 100,000 shares
of common stock to James Barton. The exercise price per share for each of
these option grants was $6.50.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

  There were no option exercises by the named executive officers during the
fiscal year ended December 31, 1998. There were no options held by the named
executive officers at December 31, 1998.

Stock Plans

 Amended and Restated 1997 Equity Incentive Plan

  The board adopted, and the stockholders approved, the 1997 Equity Incentive
Plan in October 1997. The board amended and restated the 1997 incentive plan
as the Amended and Restated 1997 Equity Incentive Plan on March 16, 1999, and
our stockholders approved the amendments on April 9, 1999.

  Share Reserve. We have reserved 4,000,000 shares for issuance under the 1997
equity incentive plan. If stock awards granted under the 1997 equity incentive
plan expire or otherwise terminate without being exercised, the shares not
acquired pursuant to such stock awards again become available for issuance
under the 1997 equity incentive plan.

  Administration. The board administers the 1997 equity incentive plan unless
it delegates administration to a committee. The board has the authority to
construe, interpret and amend the 1997 equity incentive plan as well as to
determine:

  . the grant recipients;

  . the grant dates;

                                      48
.  the number of shares subject to the award;

  .  the exercisability of the award;

  .  the exercise price;

  .  the type of consideration; and

  .  the other terms of the award.

  Eligibility. The board may grant incentive stock options that qualify under
Section 422 of the Internal Revenue Code to employees of TiVo or its
affiliates. The board may grant nonstatutory stock options, stock bonuses and
restricted stock purchase awards to employees, directors and consultants of
TiVo or its affiliates.

  . A stock option is a contractual right to purchase a specified number of
    our shares at a specified price (exercise price) for a specified period
    of time.

  . An incentive stock option is a stock option that has met the requirements
    of Section 422 of the Internal Revenue Code. Such an option is free from
    regular income tax at both the date of grant and the date of exercise. If
    two holding period tests are met, two years between grant date and sale
    date and one year between exercise date and sale date, the profit on the
    option is long-term capital gain income. If the holding periods are not
    met, there has been a disqualifying disposition, and the difference
    between the exercise price and the fair market value of the shares on the
    exercise date will be taxed at ordinary income rates. The difference
    between the fair market value on date of exercise and the exercise price
    is an item of alternative minimum tax unless there is a disqualifying
    disposition in the year of exercise.

  . A nonstatutory stock option is a stock option not meeting the Internal
    Revenue Code criteria for qualifying incentive stock options and,
    therefore, triggering a tax upon exercise. This type of option requires
    payment of state and federal income tax and, if applicable, FICA/FUTA on
    the difference between the exercise price and the fair market value on
    the exercise date.

  . A restricted stock purchase award is an offer to purchase shares at a
    price either at or near the fair market value of the shares. A stock
    bonus, on the other hand, is a grant of our shares at no cost to the
    recipient in consideration for past services rendered. However, we may
    reacquire the shares under either type of award at the original purchase
    price, which is zero in the case of a stock bonus, if the recipient's
    service to TiVo and its affiliates is terminated before the shares vest.

  The board may not grant an incentive stock option to any person who, at the
time of the grant, owns, or is deemed to own, stock possessing more than 10%
of the total combined voting power of TiVo or any affiliate of TiVo, unless
the exercise price is at least 110% of the fair market value of the stock on
the grant date and the option term is five years or less. In addition, the
aggregate fair market value, determined at the grant date, of incentive stock
option shares that are exercisable for the first time during a calendar year
under the 1997 equity incentive plan and all other stock plans of TiVo and its
affiliates may not exceed $100,000.

  Section 162(m) of the Internal Revenue Code, among other things, denies a
deduction to publicly held corporations for certain compensation paid to
specific employees in a taxable year to the extent that the compensation
exceeds $1,000,000. When we become subject to Section 162(m), the board may
not grant options under the 1997 equity incentive plan to a person covering an
aggregate of more than 500,000 shares in any 12 month period.

  Option Terms. The board may grant options with an exercise price of 100% or
more of the fair market value of a share of our common stock on the grant
date. The maximum option term is 10 years. The board may provide for exercise
periods of any length in individual option grants, subject to certain
limitations. However, generally an option terminates three months after the
optionholder's service to TiVo and its affiliates terminates. If such
termination is due to the optionholder's disability, the exercise period
generally is extended to 12 months. If such termination is due to the
optionholder's death or if the optionholder dies within three months after his
or her service terminates, the exercise period generally is extended to 18
months following death.

                                      49
The board can provide that a nonstatutory stock option (but not an incentive
stock option) will be transferable. The optionholder may designate a
beneficiary to exercise the option following the optionholder's death.
Otherwise, the option exercise rights will pass by the optionholder's will or
by the laws of descent and distribution.

  Terms of Other Stock Awards. The board determines the purchase price of
other stock awards but it may not be less than the fair market value of our
common stock on the grant date. The board may award stock bonuses in
consideration of past services without a purchase payment. Shares sold or
awarded under the 1997 equity incentive plan may, but need not be, restricted
and subject to a repurchase option in favor of TiVo in accordance with a
vesting schedule that the board determines. The board, however, may accelerate
the vesting of such restricted stock.

  Other Provisions. Transactions not involving receipt of consideration by
TiVo, such as a merger, consolidation, reorganization, stock dividend, or
stock split, may change the class and number of shares subject to the 1997
equity incentive plan and to outstanding awards. In that event, the board will
appropriately adjust the 1997 equity incentive plan as to the class and the
maximum number of shares subject to the 1997 equity incentive plan and subject
to the Section 162(m) limit. It also will adjust outstanding awards as to the
class, number of shares and price per share subject to such awards.

  Upon certain changes in control of TiVo as provided under the 1997 equity
incentive plan, the surviving entity may either assume or replace outstanding
awards under the 1997 equity incentive plan. Otherwise, the vesting and
exercisability of the awards generally will accelerate. In addition, depending
upon the status of the participant, an award will ordinarily become vested as
to 25% or 50% of the shares, even if it was assumed or replaced, if, within 13
months after the change in control, the participant is discharged other than
for cause or voluntarily resigns for good reason, as specified in the 1997
equity incentive plan.

  Awards Granted. As of June 30, 1999, we had issued 2,471,958 shares upon the
exercise of options under the 1997 equity incentive plan, 399,937 of which
have been repurchased and 1,423,727 of which are subject to repurchase;
options to purchase 1,215,907 shares at a weighted average exercise price of
$0.46 were outstanding; and 116,902 shares remained available for future
grant. As of June 30, 1999, the board had granted 195,233 shares as part of
stock awards under the 1997 equity incentive plan.

  Plan Termination. The 1997 equity incentive plan will terminate in 2007
unless the board terminates it sooner.

 1999 Equity Incentive Plan

  Our board adopted the 1999 Equity Incentive Plan on March 16, 1999, and our
stockholders approved it on April 9, 1999. Our board and stockholders amended
the 1999 equity incentive plan on July 14, 1999.

  Share Reserve. We have reserved 4,200,000 shares for issuance under the 1999
equity incentive plan, subject to adjustment in the event of certain capital
changes. On December 31 of each year, for 10 years, beginning in 1999, the
number of shares in the reserve automatically will be increased by the greater
of:

  . 7% of our outstanding shares on a fully-diluted basis; or

  . 4,000,000 shares.

However, no more than 40,000,000 shares will be available for incentive stock
options. If stock awards granted under the equity incentive plan expire or
otherwise terminate without being exercised, the shares not acquired pursuant
to such stock awards again become available for issuance under the 1999 equity
incentive plan.

                                      50
Administration. The board administers the 1999 equity incentive plan unless
it delegates administration to a committee. The board has the authority to
construe, interpret and amend the 1999 equity incentive plan as well as to
determine:

  . the grant recipients;

  . the grant dates;

  . the number of shares subject to the award;

  . the exercisability of the award;

  . the exercise price;

  . the type of consideration; and

  . the other terms of the award.

  Eligibility. The board may grant incentive stock options that qualify under
Section 422 of the Internal Revenue Code to employees of TiVo or its
affiliates. The board may grant nonstatutory stock options, stock bonuses and
restricted stock purchase awards to employees, directors and consultants of
TiVo or its affiliates.

  The board may not grant an incentive stock option to any person who, at the
time of the grant, owns, or is deemed to own, stock possessing more than 10%
of the total combined voting power of TiVo or any affiliate of TiVo, unless
the exercise price is at least 110% of the fair market value of the stock on
the grant date and the option term is five years or less. In addition, the
aggregate fair market value, determined at the grant date, of incentive stock
option shares that are exercisable for the first time during a calendar year
under the 1999 equity incentive plan and all other stock plans of TiVo and its
affiliates may not exceed $100,000.

  Section 162(m) of the Internal Revenue Code, among other things, denies a
deduction to publicly held corporations for certain compensation paid to
specific employees in a taxable year to the extent that the compensation
exceeds $1,000,000. When we become subject to Section 162(m), the board may
not grant options under the 1999 equity incentive plan to an employee covering
an aggregate of more than 1,000,000 shares in any calendar year.

  Option Terms. The board may grant options with an exercise price of 100% or
more of the fair market value of a share of our common stock on the grant
date. The maximum option term is 10 years. The board may provide for exercise
periods of any length in individual option grants, subject to certain
limitations. However, generally an option terminates three months after the
optionholder's service to TiVo and its affiliates terminates. If such
termination is due to the optionholder's disability, the exercise period
generally is extended to 12 months. If such termination is due to the
optionholder's death or if the optionholder dies within three months after his
or her service terminates, the exercise period generally is extended to 18
months following death.

  The board can provide that a nonstatutory stock option, but not an incentive
stock option, will be transferable. The optionholder may designate a
beneficiary to exercise the option following the optionholder's death.
Otherwise, the option exercise rights will pass by the optionholder's will or
by the laws of descent and distribution.

  Terms of Other Stock Awards. The board determines the purchase price of
other stock awards but it may not be less than 100% of the fair market value
of our common stock on the grant date. The board may award stock bonuses in
consideration of past services without a purchase payment. Shares sold or
awarded under the 1999 equity incentive plan may, but need not be, restricted
and subject to a repurchase option in favor of TiVo in accordance with a
vesting schedule that the board determines. The board, however, may accelerate
the vesting of such restricted stock.

                                      51
Other Provisions. Transactions not involving receipt of consideration by
TiVo, such as a merger, consolidation, reorganization, stock dividend, or
stock split, may change the class and number of shares subject to the 1999
equity incentive plan and to outstanding awards. In that event, the board will
appropriately adjust the 1999 equity incentive plan as to the class and the
maximum number of shares subject to the 1999 equity incentive plan, subject to
the incentive stock option limitation and subject to the Section 162(m)
limitation. It also will adjust outstanding awards as to the class, number of
shares and price per share subject to such awards.

  Upon a change in control, the surviving entity may either assume or replace
outstanding awards under the 1999 equity incentive plan. Otherwise, the
vesting and exercisability of the awards generally will accelerate. In
addition, depending upon the status of the participant, an award will
ordinarily become vested as to 25% or 50% of the shares, even if it was
assumed or replaced, if, within 13 months after the change in control, the
participant is discharged other than for cause or voluntarily resigns for good
reason, as specified in the 1999 equity incentive plan.

  Awards Granted. As of June 30, 1999, we had issued 17,000 shares upon the
exercise of options under the 1999 equity incentive plan, none of which have
been repurchased and 17,000 of which are subject to repurchase; options to
purchase 1,945,605 shares at a weighted average exercise price of $5.65 were
outstanding; and 443,386 shares remained available for future grant. As of
June 30, 1999, the board had granted 94,009 shares as part of stock awards
under the 1999 equity incentive plan.

  Termination. The 1999 Equity Incentive Plan will terminate in 2009 unless
the board terminates it sooner.

 1999 Non-Employee Directors' Stock Option Plan

  Our board and the stockholders adopted the 1999 Non-Employee Directors'
Stock Option Plan on July 14, 1999. The plan became effective upon adoption by
the board. The directors' plan provides for the automatic grant to our non-
employee directors of options to purchase shares of our common stock.

  Share Reserve. We have reserved 500,000 shares of common stock for issuance
under the directors' plan, subject to adjustment in the event of certain
capital changes. Every year, on December 31, the number of shares in the
reserve automatically will increase by 100,000 shares. If options granted
under the directors' plan expire or otherwise terminate without being
exercised, the shares not acquired pursuant to such options again become
available for issuance under the directors' plan.

  Eligibility. Each person who was a non-employee director on July 14, 1999,
or is elected or appointed for the first time to be a non-employee director
after July 14, 1999, automatically received or will receive an initial option
to purchase 20,000 shares of common stock. The initial option will vest
monthly over two years at a rate of 1/24th per month. In addition, on the day
after each of our annual meetings of the stockholders, starting with the
annual meeting in 2001, each non-employee director will automatically receive
an option for 10,000 shares if the director has been a non-employee director
for at least the prior six months. However, with respect to the first annual
grant made to any non-employee director at least 18 months must have elapsed
between the initial grant to such person and the first annual grant to such
person. The annual grant will be fully vested.

  Administration. The board administers the directors' plan unless it
delegates administration to a committee. The board has the authority to
construe, interpret and amend the directors' plan, but the directors' plan
specifies the essential terms of the options.

  Option Terms. Options generally have an exercise price equal to 100% of the
fair market value of the common stock on the grant date. Prior to this initial
public offering, however, the exercise price of an option granted to a non-
employee director who owns (or is deemed to own) stock possessing more than
10% of the total combined voting power of all classes of stock of TiVo or any
of its affiliates must have an exercise price equal to 110% of the fair market
value of the common stock on the grant date. The option term is 10 years but
it

                                      52
terminates three months after the optionholder's service as a director, an
employee or a consultant to TiVo or an affiliate terminates. If such
termination is due to the optionholder's disability, the exercise period is
extended to 12 months. If such termination is due to the optionholder's death
or if the optionholder dies within three months after his or her service
terminates, the exercise period is extended to 18 months following death.

  Other Provisions. The optionholder may transfer the option by gift to
immediate family or for estate-planning purposes. The optionholder also may
designate a beneficiary to exercise the option following the optionholder's
death. Otherwise, the option exercise rights will pass by the optionholder's
will or by the laws of descent and distribution. Transactions not involving
receipt of consideration by TiVo, such as a merger, consolidation,
reorganization, stock dividend, or stock split, may change the class and
number of shares subject to the directors' plan and to outstanding options. In
that event, the board will appropriately adjust the directors' plan as to the
class and the maximum number of shares subject to the directors' plan and
subject to future option grants. It also will adjust outstanding options as to
the class, number of shares and price per share subject to such options. Upon
a change in control of TiVo, the vesting and exercisability of outstanding
options will accelerate, and the options will terminate unless an acquiring
corporation assumes or replaces outstanding options.

  Options Issued. We have issued an aggregate of 120,000 shares under the
directors' plan.

  Termination. The directors' plan will terminate in 2009 unless the board
terminates it sooner.

 1999 Employee Stock Purchase Plan

  Our board and stockholders adopted the 1999 Employee Stock Purchase Plan on
July 14, 1999.

  Share Reserve. We have reserved 600,000 shares of our common stock for
issuance pursuant to purchase rights granted to employees of TiVo and
designated affiliates of TiVo. On December 31 of each year for 10 years,
beginning in 1999, the number of shares in the reserve automatically will be
increased by the lower of:

  .  5% of our outstanding shares on a fully-diluted basis;

  .  500,000 shares; or

  .  a smaller number of shares as determined by the board.

  Eligibility. The purchase plan is intended to qualify as an employee stock
purchase plan within the meaning of Section 423 of the Internal Revenue Code.
The purchase plan provides a means by which employees may purchase our common
stock through payroll deductions. We implement the purchase plan by offerings
of purchase rights to eligible employees. Generally, all full-time employees
who have been employed for at least 10 days may participate in the purchase
plan. However, no employee may participate in the purchase plan if immediately
after we grant the employee a purchase right, the employee has voting power
over, or the value of, 5% or more of the outstanding capital stock of TiVo or
an affiliate of TiVo.

  Administration. The board administers the purchase plan unless it delegates
it to a committee. The board has the authority to construe, interpret and
amend the purchase plan. Under the purchase plan, the board may specify
offerings of up to 27 months. The first offering will begin on the effective
date of this initial public offering. Unless the board otherwise determines,
common stock is purchased for accounts of participating employees at a price
per share equal to the lower of:

  .  85% of the fair market value of a share on the first day of the
     offering; or

  .  85% of the fair market value of a share on the purchase date.

  The board may provide that employees who become eligible to participate
after the offering period begins nevertheless may enroll in the offering.
These employees will purchase our stock at the lower of:

  .  85% of the fair market value of a share on the day they began
     participating in the purchase plan; or

  .  85% of the fair market value of a share on the purchase date.

                                      53
Participating employees may authorize payroll deductions of up to 15% of
their base compensation for the purchase of stock under the purchase plan.
Employees may end their participation in the offering at any time up to 10
days before a purchase date. Participation ends automatically on termination
of employment with TiVo and its affiliates.

  Other Provisions. The board may grant eligible employees purchase rights
under this plan only if the purchase rights together with any other purchase
rights granted under other employee stock purchase plans established by TiVo
or its affiliates, do not permit the employee's rights to purchase our stock
to accrue at a rate which exceeds $25,000 of the fair market value of our
stock for each calendar year in which the purchase rights are outstanding.
Transactions not involving receipt of consideration by TiVo, such as a merger,
consolidation, reorganization, stock dividend or stock split, may change the
class and number of shares subject to the purchase plan and to outstanding
options. In that event, the board will appropriately adjust the purchase plan
as to the class and the maximum number of shares subject to the purchase plan.
It will also adjust outstanding rights as to class, number of shares and
purchase limits of such outstanding rights.

  Upon a change in control of TiVo, the board may provide that the successor
corporation will assume or substitute for outstanding purchase rights.
Alternatively, the board may shorten the offering period and provide that our
stock will be purchased for the participants immediately before the change in
control.

  Shares Issued. We have not issued any shares under the purchase plan.

  Termination. The purchase plan will terminate when the share reserve is
exhausted unless the board terminates it sooner.

 401(k) Plan

  We maintain the TiVo Inc. 401(k) Retirement Plan for eligible employees. In
order to be a participant in the 401(k) plan, an employee must have attained
age 21. A participant may contribute up to 20% of his or her total annual
compensation to the 401(k) plan, or up to a statutorily prescribed annual
limit, if less. The annual limit for 1999 is $10,000. Each participant is
fully vested in his or her deferred salary contributions. Participant
contributions are held and invested by the 401(k) plan's trustee. We may make
discretionary contributions as a percentage of participant contributions,
subject to establish limits. To date, we have not made any contributions to
the 401(k) plan on behalf of the participants. The 401(k) plan is intended to
qualify under Section 401 of the Internal Revenue Code, so that contributions
by us or our employees to the 401(k) plan, and income earned on the 401(k)
plan contributions, are not taxable to employees until withdrawn from the
401(k) plan, and so that our contributions, if any, will be deductible by us
when made.

Limitation of Liability and Indemnification Matters

  Our Amended and Restated Certificate of Incorporation limits the liability
of directors to the maximum extent permitted by Delaware law. Delaware law
provides that a director of a corporation will not be personally liable for
monetary damages for breach of the fiduciary duties as a director except for
liability:

  .  for any breach of the director's duty of loyalty to TiVo or to our
     stockholders;

  .  for acts or omissions not in good faith or that involve intentional
     misconduct or a knowing violation of law;

  .  for unlawful payments of dividends or unlawful stock repurchases or
     redemptions as provided in Section 174 of the Delaware General
     Corporation Law; or

  .  for any transaction from which the director derives an improper personal
     benefit.

  Our bylaws provide that we shall indemnify our directors and executive
officers and may indemnify our officers, employees and other agents to the
full extent permitted by law. We believe that indemnification under our bylaws
covers at least negligence and gross negligence on the part of an indemnified
party. Our bylaws also require us to advance expenses incurred by directors
and executive officers in connection with the defense of

                                      54
any action or proceeding, subject to several exceptions, arising out of the
status or service as one of our directors or executive officers upon an
undertaking by that party to repay these advances if it is ultimately
determined that the party is not entitled to indemnification. Furthermore, our
bylaws authorize us to enter into indemnification agreements with our
directors, officers, employees and agents and we intend to enter into these
agreements. A copy of the form of the indemnity agreement has been filed as an
exhibit to the registration statement of which this prospectus is part. We
also maintain directors' and officers' liability insurance.

  At present we are not aware of any pending litigation or proceeding
involving any of our directors, officers, employees or agents where
indemnification will be required or permitted. Furthermore, we are not aware
of any threatened litigation or proceeding that may result in a claim for such
indemnification.

  We are aware that the Securities and Exchange Commission considers
indemnification for liabilities arising under the Securities Act to be against
public policy. Even if our indemnification of our directors, officers and
controlling persons for liabilities arising under the Securities Act is
permitted under indemnification agreements, it would be unenforceable as a
matter of public policy.

                                      55
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Private Placement Financings

  On August 5, 1997, we sold 1,400,000 shares (split to 1,458,332 shares on
September 24, 1997) of common stock to each of our founders, Michael Ramsay
and James Barton. The aggregate purchase price for these shares was $10,080.

  Between September 24, 1997 and July 21, 1999, we sold an aggregate of
18,695,655 shares of preferred stock in the following rounds of financings:

  .  on September 24, 1997 and October 22, 1997, we sold an aggregate of
     5,000,000 shares of Series A preferred stock at a per share price of
     $0.60;

  .  on May 29, 1998, June 26, 1998 and July 27, 1998, we sold an aggregate
     of 3,660,914 shares of Series B preferred stock at a per share price of
     $1.26;

  .  on October 8, 1998, October 30, 1998 and December 22, 1998, we sold an
     aggregate of 2,513,513 shares of Series C preferred stock at a per share
     price of $1.85;

  .  on January 20, 1999, we sold 1,358,695 shares of Series D preferred
     stock at a per share price of $3.68;

  .  on March 19, 1999, we sold 270,270 shares of Series E preferred stock at
     a per share price of $7.40;

  .  on April 13, 1999, sold 405,405 shares of Series F preferred stock at a
     per share price of $7.40;

  .  on April 16, 1999, we sold 1,013,513 shares of Series G preferred stock
     at a per share price of $7.40;

  .  on April 23, 1999, we sold 1,351,351 shares of Series H preferred stock
     at a per share price of $7.40; and

  .  on July 21, 1999 we sold 3,121,994 shares of Series I preferred stock at
     a per share price of $10.41.

  Each of the foregoing private financings was made pursuant to preferred
stock purchase agreements and investor rights agreements. The terms of those
agreements, with the exception of amount and price, were substantially similar
for the Series A through Series I financings, under which we made standard
representations, warranties and covenants, and which provided the purchasers
with rights of first offer and registrations rights. All of the material terms
of the Series A through Series I agreements, with the exception of the
registration rights, will terminate upon the effective date of the
registration statement of which this prospectus is a part. For a description
of the registration rights, see "Description of Capital Stock--Registration
Rights." The purchasers of the preferred stock included, among others, the
following directors, entities associated with directors, and holders of 5% or
more of our common stock:
Common     Common     Common     Common     Common     Common     Common   Warrants to
                       equivalent equivalent equivalent equivalent equivalent equivalent equivalent  purchase
                       shares of  shares of  shares of  shares of  shares of  shares of  shares of   shares of
                        Series A   Series B   Series C   Series D   Series F   Series G   Series H   Series A
                       preferred  preferred  preferred  preferred  preferred  preferred  preferred   preferred
  Investor(1)            stock      stock      stock      stock      stock      stock      stock       stock
  -----------          ---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
Michael Ramsay(2)....    666,667        --        --          --        --          --         --        --
James Barton(3)......    166,667        --        --          --        --          --         --        --
Randy Komisar(4).....        --      24,800       --          --        --          --         --     52,083
Entities affiliated
 with New Enterprise
 Associates (Stewart
 Alsop)..............  2,000,000  1,587,302   594,595         --        --          --         --        --
Entities affiliated
 with Institutional
 Venture Partners
 (Geoffrey Y. Yang)..  2,000,000  1,587,302   594,595         --        --          --         --        --
DIRECTV, Inc (Larry
 N. Chapman).........        --         --        --          --    405,405         --         --        --
Vulcan Ventures
 Incorporated........        --         --        --    1,358,695       --          --         --        --
NBC Multimedia, Inc.
 (Thomas S. Rogers)..        --         --        --          --        --    1,013,513        --        --
Philips Venture
 Capital Fund B.V. ..        --         --        --          --        --          --   1,351,351       --
56
---------------------
(1) Shares held by all affiliated persons and entities have been aggregated.
    See "Principal Stockholders" for more detail on shares held by these
    purchasers.
(2) Michael Ramsay is Chairman of the Board, Chief Executive Officer and
    President.
(3) James Barton is Vice President of Research and Development, Chief
    Technical Officer and a director.
(4) Randy Komisar is a director. His Series B preferred stock is held by his
    family trust, of which he is a trustee.

  The foregoing table has been adjusted to reflect the automatic conversion of
each outstanding share of Series A through I preferred stock into common stock
on a 1-for-1 basis upon the completion of this offering.

Other transactions with major stockholders and directors

  In connection with Mr. Komisar's appointment as a director in March 1998, he
received a warrant to purchase 52,083 shares of Series A preferred stock at an
exercise price of $0.60 per share. This warrant is fully exerciseable as of
the date of its issuance. The warrant expires on the closing of this offering.

  On April 8, 1999, we entered into a secured convertible debenture purchase
agreement with certain stockholders, including the following 5% stockholders:
(1) New Enterprise Associates VII, L.P., and (2) Institutional Ventures VII,
L.P. Under the terms of this agreement, we can borrow up to $3,000,000 at an
interest rate of 4.67% per annum. The debentures to be delivered by us for any
loan made under this agreement are convertible into common stock on a one-for-
one basis and secured substantially by all of our assets other than
intellectual property. The debentures mature on June 30, 2000. In conjunction
with the agreement, we issued warrants to purchase 81,522 shares of common
stock at an exercise price of $2.50 per share, including warrants to purchase
35,307 shares of common stock to New Enterprise VII, L.P. and warrants to
purchase 35,307 shares of common stock to Institutional Ventures VII, L.P.
These warrants expire on the closing of this offering.

  We intend to enter into indemnification agreements with our directors and
executive officers for the indemnification of and advancement of expenses to
these persons to the full extent permitted by law. We also intend to execute
these agreements with future directors and executive officers.

Agreement with DIRECTV, Inc.

  On April 13, 1999, in connection with the issuance and sale of Series F
preferred stock to DIRECTV, we issued an aggregate of 2,981,196 shares of our
common stock to DIRECTV, Inc. at a per share purchase price of $2.50. Pursuant
to the terms of a marketing agreement with DIRECTV, Inc., $2,822,168 of the
common stock purchase price was paid by a promissory note maturing in 36
months, $2,981 of the purchase price was paid in past services and $4,627,841
of the purchase price was to be paid by future services.

  Our marketing agreement with DIRECTV provides for the promotion and support
of our products and the TiVo Service on the DIRECTV satellite system. DIRECTV
has agreed to give us access to its seven million subscribers and to actively
market and promote TiVo and the TiVo Service. Specifically, DIRECTV has agreed
to use its commercially reasonable efforts to encourage retailers to
distribute our products and the TiVo Service. DIRECTV also has agreed to make
broadcast time available via its DIRECTV satellite broadcast system for
infomercials and commercials that promote the TiVo Service and our products.
DIRECTV has agreed to provide us with access to DIRECTV subscribers for the
purpose of mailing promotional materials relating to the TiVo Service and
products that enable the TiVo Service. Further, DIRECTV has agreed to include
advertising relating to our products and the TiVo Service on DIRECTV's website
and in DIRECTV's On and See magazines. DIRECTV has also agreed to make
available to us a specified level of bandwidth on the DIRECTV system to expand
and enrich the TiVo Service offered to DIRECTV subscribers. Finally, DIRECTV
and TiVo have agreed to work together with Philips or other manufacturers to
develop a combination DIRECTV/TiVo set-top receiver. In exchange for these
marketing and advertising obligations, DIRECTV will receive a percentage of
TiVo's revenue attributable to DIRECTV subscribers.

  Of the 2,981,196 shares granted to DIRECTV in connection with the marketing
agreement, 1,128,867 shares are subject to a right of repurchase held by TiVo.
Under the terms of the marketing agreement, we have the right to repurchase
all or a portion of these shares in specified circumstances.

                                      57
Agreement with Philips Business Electronics B.V.

  On March 31, 1999, we entered into an agreement with Philips Business
Electronics B.V., an affiliate of a principal stockholder, for the
manufacture, marketing and distribution of personal video recorders that
enable the TiVo Service. Subject to specified limitations, this agreement
grants Philips the right to manufacture, market and sell personal video
recorders that enable the TiVo Service in North America. We also granted
Philips the right to manufacture, market and sell personal video recorders in
North America that incorporate both DIRECTV's satellite receiver and the TiVo
Service.

  We also granted Philips a license to our technology for the purpose of
manufacturing personal video recorders and other devices that enable the TiVo
Service. In addition, we have agreed to subsidize Philips' manufacture and
sale of the personal video recorders. The amount of the subsidy is formula-
based and periodically adjusted based on Phillips manufacturing costs and
selling prices. A portion of the subsidy is payable after shipment by Philips
and the balance is payable after the subscription is activated.

  In addition to this manufacturing subsidy, we have agreed to pay Philips a
fixed amount per month for each Philips-branded personal video recorder that
is owned by an active TiVo Service subscriber. Finally, our agreement with
Philips provides that Philips will spend a specified amount on marketing
activities related to Philips-branded personal video recorders that enable the
TiVo Service. After this initial marketing expenditure, Philips has also
agreed to dedicate a percentage of the net sales revenues that it receives
from personal video recorders that enable the TiVo Service to further
marketing activities.

Agreement with NBC Multimedia, Inc.

  On April 16, 1999, in connection with the issuance and sale of Series G
preferred stock to NBC Multimedia, Inc., we entered into an agreement with NBC
relating to the TiVo Service. Under the agreement, we granted NBC preferential
"anchor" placement on the Showcase screen of the TiVo Service. In addition,
NBC programming packages and specials will be featured in TiVolution Magazine
and NBC may include NBC promotions and/or featured programs for inclusion on
the materials packaged with each personal video recorder. TiVo and NBC will
feature each other as partners on their respective Internet websites with a
link to the other's website. We have also agreed to work with NBC to produce
weekly showcases and special programming packages that highlight current and
upcoming NBC programs.

  NBC also received certain rights with respect to our couch commerce and
Internet services should such services be enabled on the TiVo Service during
the term of our agreement with NBC. After our couch commerce area is launched,
NBC will receive free placement in such area to sell NBC merchandise. In the
event that we enable Internet connection for the TiVo Service during the term
of the NBC agreement, we will ensure that any links and/or web content
incorporated within NBC signals will be passed through to TiVo Service
viewers.

                                      58
PRINCIPAL STOCKHOLDERS

  The following table sets forth certain information with respect to the
beneficial ownership of our common stock as of July 21, 1999, and as adjusted
to reflect the sale of the shares of common stock offered hereby, by:

  . each person or group of affiliated persons who is known by us to own
    beneficially 5% or more of our common stock;

  . each of our directors and named executive officers; and

  . all of our directors and executive officers as a group.

  Unless otherwise indicated, the persons listed below have sole voting and
investment power with respect to shares of our common stock shown as
beneficially owned by them, subject to community property laws where
applicable. Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with respect to
securities. Percentage of beneficial ownership prior to the offering is based
on 27,011,031 shares of common stock outstanding as of July 21, 1999, and
shares of common stock outstanding after completion of the offering. In
accordance with the rules of the SEC, each beneficial owner's percentage
ownership assumes the exercise or conversion of all options, warrants and
other convertible securities held by such person and that are exercisable or
convertible 60 days after July 21, 1999. Each beneficial owner's percentage
ownership does not include any shares of common stock that such owner may
purchase in the offering. Except as otherwise noted, the address of each
person listed is c/o TiVo Inc., 894 Ross Drive, Suite 100, Sunnyvale, CA
94089.
Percentage of Shares
                                               Number of    Beneficially Owned
                                                 Shares    --------------------
                                              Beneficially  Before     After
Beneficial Owner                                 Owned     Offering Offering(1)
----------------                              ------------ -------- -----------
Executive Officers and Directors
 Michael Ramsay(2)...........................   2,764,999    10.0
 James Barton(3).............................   1,724,999     6.4
 Geoffrey Y. Yang(4).........................   4,183,563    15.5
 Stewart Alsop(5)............................   4,183,563    15.5
 Randy Komisar(6)............................     182,716       *
 Larry N. Chapman(7).........................   3,388,267    12.5
 Thomas S. Rogers(8).........................   1,015,179     3.8
 Michael J. Homer(9).........................       1,666       *
5% Stockholders
 Entities Affiliated with Institutional
  Venture Partners(4)........................   4,181,897    15.5
  3000 Sand Hill Road
  Building 2, Suite 290
  Menlo Park, CA 94025
 Entities Affiliated with New Enterprise
  Associates(5)..............................   4,181,897    15.5
  2490 Sand Hill Road
  Menlo Park, CA 94025
 DIRECTV, Inc. ..............................   3,386,601    12.5
  2230 East Imperial Highway
  El Segundo, CA 90245
 Vulcan Ventures Incorporated................   1,358,695     5.0
  110 110th Avenue, N.E.
  Suite 550
  Bellevue, WA 98004
 Philips Venture Capital Fund B.V. ..........   1,351,351     5.0
  P.O. Box 77900
  1070 MX Amsterdam
  The Netherlands
 All executive officers and directors as a
  group (9 persons)(10)......................  17,699,770    63.3
-----------------------
  * Represents beneficial ownership of less than one percent of the common
    stock.

                                      59
(1) Assumes no exercise of the Underwriters' over-allotment option. See
     "Underwriting." If the Underwriters' over-allotment option is exercised
     in full, we will sell up to     shares of common stock, and     shares of
     common stock will be outstanding after the completion of the offering.
 (2) Includes 650,000 shares Mr. Ramsay has the right to acquire pursuant to
     outstanding options exercisable within 60 days, none of which will have
     vested.
 (3) Includes 100,000 shares Mr. Barton has the right to acquire pursuant to
     outstanding options exercisable within 60 days, none of which will have
     vested.
 (4) Includes 4,006,440 shares of stock owned by Institutional Venture
     Partners VII, L.P. ("IVP"), 83,638 shares of stock owned by Institutional
     Venture Management VII, L.P. ("IVM VII") and 91,819 shares of stock owned
     by IVP Founders Fund I, L.P. ("FFI"). Mr. Yang, one of our directors, is
     a general partner of IVM VII, the general partner of IVP, and a general
     partner of Institutional Venture Management VI, L.P., the general partner
     of FFI. Mr. Yang disclaims beneficial ownership of these shares except to
     the extent of his individual partnership interests, but exercises shared
     voting and investment power with respect to these shares. Also includes
     1,666 shares subject to stock options exercisable within 60 days of July
     21, 1999.
 (5) Represents, (a) 41,667 shares held by NEA Presidents Fund, L.P., (b)
     8,333 shares held by NEA Ventures 1997, L.P., and (c) 4,131,897 shares
     held by New Enterprise Associates VII, L.P. Mr. Alsop, one of our
     directors, is a limited partner of NEA Partners VII, which is the general
     partner of New Enterprise Associates VII, L.P. Mr. Alsop disclaims
     beneficial ownership of such shares except to the extent of his pecuniary
     interests therein. Mr. Alsop is not a partner of NEA Presidents Fund L.P.
     or NEA Ventures 1997, L.P. Also includes 1,666 shares subject to stock
     options exercisable within 60 days of July 21, 1999.
 (6) Includes 156,250 shares Mr. Komisar acquired pursuant to the exercise of
     stock options, 58,593 shares of which will be vested within 60 days. All
     shares are held by Komisar/Dunn Family Trust, of which Mr. Komisar is a
     trustee. Also includes 1,666 shares subject to stock options exercisable
     within 60 days of July 21, 1999.
 (7) Includes 3,386,601 shares held by DIRECTV, Inc. Mr. Chapman is an officer
     of DIRECTV, Inc. and is a member of our board of directors. Mr. Chapman
     disclaims beneficial ownership of such shares. Also includes 1,666 shares
     subject to stock options exercisable within 60 days of July 21, 1999.
 (8) Includes 1,013,513 shares held by NBC Multimedia, Inc., a wholly owned
     subsidiary of National Broadcasting Company, Inc. Mr. Rogers is an
     officer of National Broadcasting Company, Inc. and is a member of our
     board of directors. Mr. Rogers disclaims beneficial ownership of such
     shares. Also includes 1,666 shares subject to stock options exercisable
     within 60 days of July 21, 1999.
 (9) Includes 1,666 shares subject to stock options exercisable within 60 days
     of July 21, 1999.
(10) Includes 939,814 shares subject to options exercisable within 60 days,
     9,996 of which will have vested. Also includes 231,250 shares acquired
     pursuant to the exercise of stock options, 58,593 shares of which will be
     vested within 60 days.

                                      60
DESCRIPTION OF CAPITAL STOCK

  Upon completion of this offering, after giving effect to the conversion of
all outstanding shares of preferred stock into common stock and the filing of
our Amended and Restated Certificate of Incorporation, our authorized capital
stock will consist of 75,000,000 shares of common stock, $0.001 par value per
share, and 2,000,000 shares of preferred stock, $0.001 par value per share.

Common Stock

  As of July 21, 1999, there were 27,011,031 shares of common stock
outstanding held of record by 99 stockholders. The holders of common stock are
entitled to one vote for each share held of record on all matters submitted to
a vote of the stockholders.

  Subject to preferences that may be applicable to any outstanding shares of
preferred stock, the holders of common stock are entitled to receive ratably
such dividends as may be declared by the board of directors out of funds
legally available therefor. See "Dividend Policy." In the event of a
liquidation, dissolution or winding up, holders of our common stock are
entitled to share ratably in all assets remaining after payment of liabilities
and the liquidation preferences of any outstanding shares of preferred stock.
Holders of common stock have no preemptive rights and no right to convert
their common stock into any other securities. There are no redemption or
sinking fund provisions applicable to the common stock. All outstanding shares
of common stock are, and all shares of common stock to be outstanding upon
completion of this offering will be, fully-paid and nonassessable.

Preferred Stock

  There are, and upon completion of this offering, there will be, no shares of
preferred stock outstanding. The board of directors has the authority, without
further action by the stockholders, to issue up to 2,000,000 shares of
preferred stock, $.001 par value, in one or more series and to fix the powers,
preferences, privileges, rights and qualifications, limitations or
restrictions thereof, including dividend rights, conversion rights, voting
rights, terms of redemption, liquidation preferences, sinking fund terms and
the number of shares constituting any series or the designation of such
series, without any further vote or action by stockholders. We believe that
the board of directors' authority to set the terms of, and our ability to
issue, preferred stock will provide flexibility in connection with possible
financing transactions in the future. The issuance of preferred stock,
however, could adversely affect the voting power of holders of common stock,
and the likelihood that such holders will receive dividend payments and
payments upon liquidation and could have the effect of delaying, deferring or
preventing a change in control. We have no present plan to issue any shares of
preferred stock.

Warrants

  On April 8, 1999, we issued warrants to purchase an aggregate of 81,522
shares of our common stock at an exercise price of $2.50 per share to four of
our shareholders.

  On March 18, 1998, we issued a warrant to purchase 52,083 shares of our
Series A preferred stock at an exercise price of $0.60 per share to Randy
Komisar, one of our directors. On February 12, 1999, we issued a warrant to
purchase 60,813 shares of our Series B preferred stock at an exercise price of
$1.26 per share to Comdisco, Inc. On November 6, 1998, we issued a warrant to
purchase 324,325 shares of our Series C preferred stock at an exercise price
of $0.01 per share to Quantum Corporation. At the same time, we also issued
Quantum a warrant to purchase 543,478 shares of our Series D preferred stock
at an exercise price of $0.01 per share. On April 30, 1999, we issued a
warrant to purchase 1,250 shares of our Series E preferred stock at an
exercise price of $7.40 per share to Silicon Valley Bank. On July 21, 1999, we
issued a warrant to purchase 192,122 shares of our Series I preferred stock at
an exercise price of $10.41 per share to Creative Artists Agency, LLC.

  Generally, each warrant contains provisions for the adjustment of the
exercise price and the aggregate number of shares issuable upon exercise of
the warrant under certain circumstances, including stock dividends, stock
splits, reorganizations, reclassifications, consolidations and certain
dilutive issuances of securities at prices

                                      61
below the then existing warrant price. Subject to specified limitations, the
warrants will expire upon the closing of an initial public offering of our
stock.

Registration Rights

  The holders of an aggregate of 21,676,851 shares of common stock, or their
transferees, are entitled to rights with respect to the registration of these
shares under the Securities Act. These rights are provided under the terms of
an investors rights agreement between us and the holders of these shares. In
the event our preferred stock warrant holders exercise their warrants they
will be added as parties to this agreement. Subject to specified limitations
in the investor rights agreement, the holders of these shares may require, on
two occasions at any time after September 1, 2001, that we use our best
efforts to register these shares for public resale, provided that the proposed
aggregate offering price of such shares exceeds $10 million. These holders
also have the right, in specified circumstances, to have these shares
registered by us on Form S-3. If we register any of our common stock either
for our own account or for the account of other security holders, the holders
of these shares are entitled to include their shares of common stock in the
registration. A holder's right to include shares in an underwritten
registration is subject to the ability of the underwriters to limit the number
of shares included in this offering. All fees, costs and expenses of such
registrations will be borne by us and all selling expenses, including
underwriting discounts, selling commissions and stock transfer taxes, will be
borne by the holders of the securities being registered.

Delaware Law and Certain Charter Provisions

  We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, an anti-takeover law. In general, the statute prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless
the business combination is approved in a prescribed manner. For purposes of
Section 203, a "business combination" includes a merger, asset sale or other
transaction resulting in a financial benefit to the interested stockholder,
and an "interested stockholder" is a person who, together with affiliates and
employees, owns or, within three years prior, did own 15% or more of the
corporation's voting stock.

  Our Amended and Restated Certificate of Incorporation and Bylaws also
require that, effective upon the closing of this offering, any action required
or permitted to be taken by our stockholders must be effected at a duly called
annual or special meeting of the stockholders and may not be effected by a
consent in writing. In addition, special meetings of our stockholders may be
called only by our board of directors, the Chairman of the Board or the Chief
Executive Officer. Our Amended and Restated Certificate of Incorporation and
bylaws also provide that directors may be removed only for cause by a vote of
a majority of the stockholders and that vacancies on the board of directors
created either by resignation, death, disqualification, removal or by an
increase in the size of the board of directors may be filled by a majority of
the directors in office, although less than a quorum. Our Amended and Restated
Certificate of Incorporation also provides for a classified board of directors
and specifies that the authorized number of directors may be changed only by
resolution of the board of directors. These provisions may have the effect of
deterring hostile takeovers or delaying changes in control or management. See
"Management--Board Composition."

California Foreign Corporation Law

  Pursuant to section 2115 of the California Corporations Code, under some
circumstances several provisions of the California Corporations Code may be
applied to foreign corporations qualified to do business in California
notwithstanding the law of the jurisdiction where the corporation is
incorporated. The corporations are referred to in this prospectus as "quasi-
California" corporations. Section 2115 applies to foreign corporations that
have more than half of their voting stock held by stockholders residing in
California and more than half of their business deriving from California,
measured on or after the 135th day of the corporation's fiscal

                                      62
year. If we were determined to be a quasi-California corporation, we would
have to comply with California law with respect to, among other things,
elections of directors and distributions to stockholders. Under the California
Corporations Code, a corporation is prohibited from paying dividends unless:

  (1) the retained earnings of the corporation immediately prior to the
      distribution equals or exceeds the amount of the proposed distribution;
      or

  (2)(a) the assets of the corporation, exclusive of specific non-tangible
         assets, equal or exceed 1 1/4 times its liabilities, exclusive of
         specific liabilities; and

     (b) the current assets of the corporation at least equal its current
         liabilities. If the average pre-tax net earnings of the corporation
         before interest expense for the two years preceding the distribution
         was less than the average interest expense of the corporation for
         those years, however, the current assets of the corporation must
         exceed 1 1/4 times its current liabilities.

  Following this offering, we will be exempt from the application of Section
2115 until January 1, 2000, and thereafter in the event that more than half of
our voting stock is held by stockholders with residences outside of California
or is held by more than 800 persons.

Transfer Agent and Registrar

  Norwest Bank Minnesota, N.A. has been appointed as the transfer agent and
registrar for our common stock.

Listing

  We have applied for quotation of our common stock on the Nasdaq National
Market under the trading symbol TIVO.

                                      63
SHARES ELIGIBLE FOR FUTURE SALE

  Prior to this offering, there has been no public market for our common
stock, and we cannot provide any assurances that a significant public market
for our common stock will develop or be sustained after this offering. Future
sales of substantial amounts of common stock, including shares issued upon
exercise of outstanding options and warrants, in the public market, or the
possibility of such sales occurring, could adversely affect prevailing market
prices for our common stock and impair our future ability to raise capital
through an offering of equity securities.

  After this offering, we will have outstanding     shares of common stock,
assuming no exercise of outstanding options. Of these shares, the   shares to
be sold in this offering or     shares if the underwriters' over-allotment
option is exercised in full, will be freely tradable in the public market
without restriction under the Securities Act, unless such shares are held by
our "affiliates," as that term is defined in Rule 144 under the Securities
Act.

  The remaining 27,011,031 shares outstanding upon completion of this offering
will be "restricted securities" as that term is defined under Rule 144. We
issued and sold the restricted shares in private transactions in reliance on
exemptions from registration under the Securities Act. Restricted shares may
be sold in the public market only if they are registered or if they qualify
for an exemption from registration under Rule 144 or Rule 701 under the
Securities Act, as summarized below.

  Pursuant to the "lock-up" agreements between our directors, executive
officers and stockholders and the underwriters, the holders of      shares
have agreed not to offer, sell, pledge or otherwise dispose of, directly or
indirectly, or announce their intention to do the same, any of our common
stock or any security convertible into, or exchangeable or exercisable for our
common stock for a period of 180 days from the date of this offering. However,
the restrictions described in this paragraph do not apply to:

  .  transfers as a bona fide gift or gifts;
  .  transfers by an individual, either during his or her lifetime or on
     death by will or intestacy, to his or her immediate family or to a trust
     the beneficiaries of which are exclusively the holder of the securities
     and/or a member of his or her immediate family;
  .  distributions to limited partners or stockholders;
  .  transfers of our common stock purchased on the open market after this
     offering.

  We also have entered into an agreement with the underwriters that we will
not offer, sell or otherwise dispose of common stock for a period of 180 days
from the date of this offering. On the date of the expiration of the lock-up
agreements, all of the restricted shares will be eligible for immediate sale,
of which     shares will be subject to the volume, manner of sale and other
limitations under Rule 144.

  Following the expiration of the lock-up periods, some shares issued upon
exercise of options that we granted prior to the date of this offering will
also be available for sale in the public market pursuant to Rule 701 under the
Securities Act. Rule 701 permits resales of such shares in reliance upon Rule
144 under the Securities Act but without compliance with the restrictions,
including the holding-period requirement, imposed under Rule 144. In general,
under Rule 144 as in effect at the closing of this offering, beginning 90 days
after the date of this prospectus, a person, or persons whose shares are
aggregated, who has beneficially owned restricted shares for at least one
year, including the holding period of any prior owner who is not an affiliate,
would be entitled to sell, within any three-month period, a number of shares
that does not exceed the greater of:

  .  1% of the then-outstanding shares of common stock; or
  .  the average weekly trading volume of the common stock during the four
     calendar weeks preceding the filing of a Form 144 with respect to such
     sale.

                                      64
Sales under Rule 144 are also subject to manner of sale and notice
requirements and to the availability of current public information about us.
Under Rule 144(k), a person who is not deemed to have been an affiliate at any
time during the 90 days preceding a sale and who has beneficially owned the
shares proposed to be sold for at least two years, including the holding
period of any prior owner who is not an affiliate, is entitled to sell these
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

  We intend to file, after the effective date of this offering, a registration
statement on Form S-8 to register approximately 9.3 million shares of common
stock reserved for issuance under the 1997 Amended and Restated Equity
Incentive Plan, the 1999 Equity Incentive Plan, the 1999 Non-Employee
Directors' Stock Option Plan and the 1999 Employee Stock Purchase Plan. The
registration statement will become effective automatically upon filing. Shares
issued under the foregoing plans after the filing of a registration statement
on Form S-8 may be sold in the public market, except for some holders, subject
to the Rule 144 limitations applicable to affiliates, the above-referenced
lock-up agreements and vesting restrictions imposed by us. Accordingly,
subject to the exercise of such options, shares registered under such
registration statement will be available for sale in the public market
immediately after the 180-day lock-up period expires.

  In addition, following this offering, the holders of 21,676,851 shares of
common stock will, under some circumstances, have rights to require us to
register their shares for future sale.

                                      65
UNDERWRITING

  Under the terms and subject to the conditions contained in an underwriting
agreement dated      , 1999, we have agreed to sell to the underwriters named
below, for whom Credit Suisse First Boston Corporation, BancBoston Robertson
Stephens, Thomas Weisel Partners LLC and Allen & Company Incorporated are
acting as representatives, the following respective numbers of shares of
common stock:
Number of
          Underwriter                                                  Shares
          -----------                                                 ---------
Credit Suisse First Boston Corporation...............................
BancBoston Robertson Stephens Inc. ..................................
Thomas Weisel Partners LLC...........................................
Allen & Company Incorporated.........................................
  Total..............................................................
The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of common stock in the offering if any are not
purchased, other than those shares covered by the over-allotment option
described below. The underwriting agreement also provides that if an
underwriter defaults, the purchase commitments of non-defaulting underwriters
may be increased or the offering of common stock may be terminated.

  We have granted to the underwriters a 30-day option to purchase on a pro
rata basis up to     additional shares at the initial public offering price
less the underwriting discounts and commissions. This option may be exercised
only to cover over-allotments of common stock.

  The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a concession of $     per share. The
underwriters and selling group members may allow a discount of $     per share
on sales to other broker/dealers. After the initial public offering, the
public offering price and concession and discount to broker/dealers may be
changed by the representatives.

  The following table summarizes the compensation and estimated expenses we
will pay:
Per Share                       Total
                          ----------------------------- -----------------------------
                             Without          With         Without          With
                          Over-allotment Over-allotment Over-allotment Over-allotment
                          -------------- -------------- -------------- --------------
Underwriting discounts
 and commissions payable
 by us..................       $              $              $
Expenses payable by us..       $              $              $
The underwriters have informed us that they do not expect discretionary
sales to exceed 5% of the shares of common stock being offered.

  We and our officers and directors and other stockholders and optionholders
have agreed that we and they will not offer, sell, contract to sell, announce
our intention to sell, pledge or otherwise dispose of, directly or indirectly,
or file with the SEC a registration statement under the Securities Act
relating to, any additional shares of our common stock or securities
convertible into or exchangeable or exercisable for any shares of common stock
without the prior consent of Credit Suisse First Boston Corporation for a
period of 180 days after the date of this prospectus.

  The underwriters have reserved for sale, at the initial public offering
price, up to     shares of the common stock for employees, directors and other
persons associated with us who have expressed an interest in purchasing common
stock in the offering. The number of shares available for sale to the general
public in the offering will be reduced to the extent such persons purchase
reserved shares. Any reserved shares not so purchased will be offered by the
underwriters to the general public on the same terms as the other shares.

                                      66
We have agreed to indemnify the underwriters against liabilities under the
Securities Act, or contribute to payments which the underwriters may be
required to make in that respect.

  We have applied to list our shares of common stock on the Nasdaq National
Market under the symbol TIVO.

  Prior to this offering, there has been no public market for the common
stock. The initial public offering price will be determined by negotiation
between us and the representatives. The principal factors to be considered in
determining the public offering price include:

  .  the information set forth in this prospectus and otherwise available to
     the representatives;

  .  the history and the prospects for the industry in which we will compete;

  .  the ability of our management;

  .  our prospects for future earnings; the present state of our development
     and our current financial condition;

  .  the general condition of the securities markets at the time of this
     offering; and

  .  the recent market prices of, and the demand for, publicly traded common
     stock of generally comparable companies.

  The representatives, on behalf of the underwriters, may engage in over-
allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
1934.

  .  Over-allotment involves syndicate sales in excess of the offering size,
     which creates a syndicate short position.

  .  Stabilizing transactions permit bids to purchase the underlying security
     so long as the stabilizing bids do not exceed a specified maximum.

  .  Syndicate covering transactions involve purchases of the common stock in
     the open market after the distribution has been completed in order to
     cover syndicate short positions.

  .  Penalty bids permit the representatives to reclaim a selling concession
     from a syndicate member when the common stock originally sold by the
     syndicate member are purchased in stabilizing transaction or a syndicate
     covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the common stock to be higher than it would
otherwise be in the absence of such transactions. These transactions may be
effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

  In July 1999, we issued an aggregate of 3,121,994 shares of our Series I
preferred stock at a per share price of $10.41. Allen & Company Incorporated
acted as the placement agent for this private placement for which it received
a customary fee for its services.

                                      67
NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

  The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of common stock are effected. Accordingly, any resale of the common
stock in Canada must be made in accordance with applicable securities laws
which will vary depending on the relevant jurisdiction, and which may require
resales to be made in accordance with available statutory exemptions or
pursuant to a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of the common stock.

Representations of Purchasers

  Each purchaser of common stock in Canada who receives a purchase
confirmation will be deemed to represent to us and the dealer from whom the
purchase confirmation is received that:

  .  such purchaser is entitled under applicable provincial securities laws
     to purchase such common stock without the benefit of a prospectus
     qualified under such securities laws;

  .  where required by law, that such purchaser is purchasing as principal
     and not as agent; and

  .  such purchaser has reviewed the text above under "Resale Restrictions".

Rights of Action (Ontario Purchasers)

  The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario Securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

Enforcement of Legal Rights

  All of the issuer's directors and officers as well as the experts names
herein may be located outside of Canada and, as a result, it may not be
possible for Canadian purchasers to effect service of process within Canada
upon the issuer or such persons. All or a substantial portion of the assets of
the issuer and such persons may be located outside of Canada and, as a result,
it may not be possible to satisfy a judgment against the issuer or such
persons in Canada or to enforce a judgment obtained in Canadian courts against
such issuer or persons outside of Canada.

Notice to British Columbia Residents

  A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from us. Only one such
report must be filed in respect of common stock acquired on the same date and
under the same prospectus exemption.

Taxation and Eligibility for Investment

  Canadian purchasers of common stock should consult their own legal and tax
advisors and with respect to the tax consequences of an investment in the
common stock in their particular circumstances and with respect to the
eligibility of the common stock for investment by the purchaser under relevant
Canadian legislation.

                                      68
LEGAL MATTERS

  The validity of the issuance of the common stock offered hereby will be
passed upon for us by Cooley Godward LLP, Palo Alto, California. Certain legal
matters in connection with the offering will be passed upon for the
underwriters by Shearman & Sterling, Menlo Park, California.

                                    EXPERTS

  The financial statements of TiVo Inc. as of December 31, 1997 and 1998 and
for the period from August 4, 1997 (Inception) to December 31, 1997, and for
the year ended December 31, 1998 included in this prospectus and registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

  A registration statement on Form S-1, including amendments thereto, relating
to the common stock offered by this prospectus has been filed by us with the
SEC. This prospectus, which constitutes a part of the Registration Statement,
does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information with
respect to us and the common stock offered by this prospectus, reference is
made to the registration statement, exhibits and schedules. A copy of the
registration statement may be inspected by anyone without charge at the public
reference facilities maintained by the SEC at 450 Fifth Street, NW, Judiciary
Plaza, Washington, D.C. 20549, and copies of all or any part thereof maybe
obtained from the SEC upon payment of the fees prescribed by the SEC. The SEC
maintains a World Wide Web site that contains reports, proxy and information
statements and other information filed electronically with the SEC. The
address of the site is http://www.sec.gov.

                                      69
TIVO INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
                                                                            ----
Report of Independent Public Accountants................................... F-2
Balance Sheets............................................................. F-3
Statements of Operations................................................... F-4
Statements of Stockholders Equity.......................................... F-5
Statements of Cash Flows................................................... F-6
Notes to Financial Statements.............................................. F-7
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of TiVo Inc.:

  We have audited the accompanying balance sheets of TiVo Inc. (a Delaware
corporation in the development stage) as of December 31, 1997 and 1998, and
the related statements of operations, stockholders' equity and cash flows for
the period from August 4, 1997 (Inception) to December 31, 1997, and for the
year ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

  In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TiVo Inc. as of December
31, 1997 and 1998, and the results of its operations and its cash flows for
the period from August 4, 1997 (Inception) to December 31, 1997, and for the
year ended December 31, 1998, in conformity with generally accepted accounting
principles.

                                          /s/ ARTHUR ANDERSEN LLP

San Francisco, California,
January 15, 1999

                                      F-2
TIVO INC.
                         (a development-stage company)

                                 BALANCE SHEETS
December 31,
                          ------------------------                   Pro forma
                             1997         1998      June 30, 1999  June 30, 1999
                          ----------  ------------  -------------  -------------
                                                     (unaudited)    (unaudited)
ASSETS
CURRENT ASSETS:
 Cash and cash
  equivalents...........  $2,110,000  $  2,248,000  $ 11,967,000   $ 12,297,000
 Short-term
  investments...........      20,000       164,000     7,623,000      7,623,000
 Accounts receivable,
  net of allowance for
  doubtful accounts of
  $14,000 as of June 30,
  1999..................         --            --        502,000        502,000
 Inventories............         --        120,000     1,202,000      1,202,000
 Prepaid expenses and
  other.................      57,000       219,000     1,068,000      1,068,000
                          ----------  ------------  ------------   ------------
 Total current assets...   2,187,000     2,751,000    22,362,000     22,692,000

PROPERTY AND EQUIPMENT,
 net of accumulated
 depreciation of
 $15,000, $170,000, and
 $352,000 as of December
 31, 1997, December 31,
 1998, and June 30,
 1999, respectively.....     361,000       792,000     1,442,000      1,442,000
                          ----------  ------------  ------------   ------------
 Total assets...........  $2,548,000  $  3,543,000  $ 23,804,000   $ 24,134,000
                          ==========  ============  ============   ============
 LIABILITIES AND STOCK-
     HOLDERS' EQUITY
LIABILITIES:
 Bank overdraft.........  $      --   $    442,000  $    989,000   $    989,000
 Accounts payable.......     117,000       305,000       688,000        688,000
 Accrued liabilities....      26,000       675,000     2,210,000      2,210,000
 Deferred revenue.......         --            --        142,000        142,000
 Current portion of
  obligations under
  capital lease ........         --            --        112,000        112,000
                          ----------  ------------  ------------   ------------
 Total current
  liabilities...........     143,000     1,422,000     4,141,000      4,141,000
 Long-term portion of
  obligations under
  capital lease.........         --            --        558,000        558,000
                          ----------  ------------  ------------   ------------
 Total liabilities......     143,000     1,422,000     4,699,000      4,699,000
                          ----------  ------------  ------------   ------------

STOCKHOLDERS' EQUITY:
 Convertible preferred
  stock, par value
  $0.001:
 Authorized shares at
  December 31, 1997,
  1998, June 30, 1999
  (unaudited) and pro
  forma June 30, 1999
  (unaudited), are
  5,200,000, 13,000,000,
  20,100,000 and
  23,415,000,
  respectively
 Issued and outstanding
  shares at December 31,
  1997, 1998, June 30,
  1999 (unaudited) and
  pro forma June 30,
  1999 (unaudited) are
  5,000,000, 11,174,427,
  15,573,661 and 0,
  respectively. (See
  Note 7) ..............  $2,990,000  $ 12,242,000  $ 39,580,000   $        --
 Common stock, par value
  $0.001:
 Authorized shares at
  December 31, 1997,
  1998, June 30, 1999
  (unaudited) and pro
  forma June 30, 1999
  (unaudited) are
  25,500,000,
  25,500,000,
  40,000,000, and
  50,000,000,
  respectively.
 Issued and outstanding
  shares at December 31,
  1997, December 31,
  1998, June 30, 1999
  (unaudited), and pro
  forma June 30, 1999
  (unaudited), are
  2,916,664, 5,216,937,
  8,291,876, and
  24,929,008,
  respectively..........       3,000         5,000         8,000         25,000
Additional paid-in
 capital................       7,000       190,000    22,727,000     62,620,000
Deferred compensation...         --            --     (2,746,000)    (2,746,000)
Prepaid marketing
 expenses...............         --            --    (15,698,000)   (15,698,000)
Note receivable.........         --            --     (2,822,000)    (2,822,000)
Losses accumulated
 during the development
 stage..................    (595,000)  (10,316,000)  (21,944,000)   (21,944,000)
                          ----------  ------------  ------------   ------------
 Total stockholders'
  equity................   2,405,000     2,121,000    19,105,000     19,435,000
                          ==========  ============  ============   ============
 Total liabilities and
  stockholders' equity..  $2,548,000  $  3,543,000  $ 23,804,000   $ 24,134,000
                          ==========  ============  ============   ============
The accompanying notes are an integral part of these statements.

                                      F-3
TIVO INC.
                         (a development-stage company)

                            STATEMENTS OF OPERATIONS
Period from
                         August 4, 1997                                            Period from
                         (Inception), to Year Ended       Six Months Ended       August 4, 1997
                          December 31,    December            June 30,           (Inception), to
                              1997           31,      -------------------------     June 30,
                           (unaudited)      1998         1998          1999           1999
                         --------------- -----------  -----------  ------------  ---------------
                                                      (unaudited)  (unaudited)     (unaudited)
Subscription revenues...   $      --     $       --   $       --   $      8,000   $      8,000
Costs and expenses:
  Cost of services......          --             --           --      1,170,000      1,170,000
  Research and
   development..........      356,000      5,614,000    1,809,000     2,999,000      8,969,000
  Sales and marketing...       28,000      1,277,000      356,000     3,784,000      5,089,000
  Sales and marketing--
   related parties......          --             --           --        382,000        382,000
  General and
   administrative.......      241,000      2,946,000      903,000     3,024,000      6,211,000
  Stock-based
   compensation.........          --             --           --        187,000        187,000
  Other operating
   expense, net.........          --             --           --        189,000        189,000
                           ----------    -----------  -----------  ------------   ------------
    Loss from
     operations.........     (625,000)    (9,837,000)  (3,068,000)  (11,727,000)   (22,189,000)
Interest income.........       49,000        116,000       35,000       277,000        442,000
Interest expense and
 other..................      (19,000)           --       (13,000)     (178,000)      (197,000)
                           ----------    -----------  -----------  ------------   ------------
    Net loss............   $ (595,000)   $(9,721,000) $(3,046,000) $(11,628,000)  $(21,944,000)
                           ==========    ===========  ===========  ============   ============
  Net loss per share
    Basic and diluted...   $    (0.20)   $     (2.21) $     (0.79) $      (1.75)  $      (4.74)
                           ==========    ===========  ===========  ============   ============
    Weighted average
     shares.............    2,916,664      4,406,449    3,839,586     6,632,917      4,630,429
                           ==========    ===========  ===========  ============   ============
  Pro forma net loss per
   share:
    Basic and diluted...                 $     (0.80)              $      (0.56)
                                         ===========               ============
    Weighted average
     shares.............                  12,135,082                 20,745,255
                                         ===========               ============
The accompanying notes are an integral part of these statements.

                                      F-4
TIVO INC.
                         (a development-stage company)

                      STATEMENTS OF STOCKHOLDERS' EQUITY
Losses
                        Convertible                                                                               Accumulated
                      Preferred Stock       Common Stock    Additional                   Prepaid                   During the
                   ---------------------- -----------------   Paid-in      Deferred     Marketing       Note      Development
                     Shares     Amount     Shares    Amount   Capital    Compensation    Expense     Receivable      Stage
                   ---------- ----------- ---------  ------ -----------  ------------  ------------  -----------  ------------
BALANCE, AUGUST
4, 1997..........         --  $       --        --   $  --  $       --   $       --    $        --   $       --   $        --
 Issuance of
 common stock for
 cash............         --          --  2,916,664   3,000       7,000          --             --           --            --
 Issuance of
 Series A
 preferred stock
 at $0.60 per
 share for cash..   5,000,000   2,990,000       --      --          --           --             --           --            --
 Net loss........         --          --        --      --          --           --             --           --       (595,000)
                   ---------- ----------- ---------  ------ -----------  -----------   ------------  -----------  ------------
BALANCE, DECEMBER
31, 1997.........   5,000,000   2,990,000 2,916,664   3,000       7,000          --             --           --       (595,000)
 Issuance of
 Series B
 preferred stock
 at $1.26 per
 share for cash..   3,660,914   4,609,000       --      --          --           --             --           --            --
 Issuance of
 Series C
 preferred stock
 at $1.85 per
 share for cash..   2,500,000   4,618,000       --      --          --           --             --           --            --
 Exercise of
 stock options
 for common
 stock...........         --          --  2,276,458   2,000     130,000          --             --           --            --
 Common stock
 exchanged for
 services........         --          --    198,586     --       60,000          --             --           --            --
 Series C
 preferred stock
 exchanged for
 services........      13,513      25,000       --      --          --           --             --           --            --
 Common stock
 repurchases.....         --          --   (174,771)    --       (7,000)         --             --           --            --
 Net loss........         --          --        --      --          --           --             --           --     (9,721,000)
                   ---------- ----------- ---------  ------ -----------  -----------   ------------  -----------  ------------
BALANCE, DECEMBER
31, 1998.........  11,174,427  12,242,000 5,216,937   5,000     190,000          --             --           --    (10,316,000)
 Issuance of
 Series D
 preferred stock
 at $3.68 per
 share for cash..   1,358,695   4,973,000       --      --          --           --             --           --            --
 Issuance of
 Series E
 preferred stock
 at $7.40 per
 share for cash..     270,270   1,982,000       --      --          --           --             --           --            --
 Issuance of
 Series F
 preferred stock
 at $7.40 per
 share for cash..     405,405   2,960,000       --      --          --           --             --           --            --
 Issuance of
 Series G
 preferred stock
 at $7.40 per
 share for cash..   1,013,513   7,431,000       --      --          --           --             --           --            --
 Issuance of
 Series H
 preferred stock
 at $7.40 per
 share for cash..   1,351,351   9,992,000       --      --          --           --             --           --            --
 Exercise of
 stock options
 for common
 stock...........         --          --    212,500     --      172,000          --             --           --            --
 Common stock
 exchanged for
 services........         --          --    106,422     --      337,000          --             --           --            --
 Issuance of
 common stock
 warrants for
 services........         --          --        --      --      290,000          --             --           --            --
 Issuance of
 preferred stock
 warrants for
 services........         --          --        --      --    2,430,000          --      (2,400,000)         --            --
 Amortization of
 prepaid
 marketing
 expenses........         --          --        --      --          --           --         276,000          --            --
 Recognition of
 deferred
 compensation....         --          --        --      --    2,933,000   (2,933,000)           --           --            --
 Stock-based
 compensation....         --          --        --      --          --       187,000            --           --            --
 Common stock
 repurchases.....         --          --   (225,179)    --      (18,000)         --             --           --            --
 Issuance of
 common stock for
 marketing
 services........         --          --  1,852,329   2,000  10,186,000          --     (10,188,000)         --            --
 Issuance of
 common stock for
 marketing
 services and
 note
 receivable......         --          --  1,128,867   1,000   6,207,000          --      (3,386,000)  (2,822,000)          --
 Net loss........         --          --        --      --          --           --             --           --    (11,628,000)
                   ---------- ----------- ---------  ------ -----------  -----------   ------------  -----------  ------------
BALANCE, JUNE 30,
1999
(unaudited)......  15,573,661 $39,580,000 8,291,876  $8,000 $22,727,000  $(2,746,000)  $(15,698,000) $(2,822,000) $(21,944,000)
                   ========== =========== =========  ====== ===========  ===========   ============  ===========  ============
Total
                   ------------
BALANCE, AUGUST
4, 1997..........  $       --
 Issuance of
 common stock for
 cash............       10,000
 Issuance of
 Series A
 preferred stock
 at $0.60 per
 share for cash..    2,990,000
 Net loss........     (595,000)
                   ------------
BALANCE, DECEMBER
31, 1997.........    2,405,000
 Issuance of
 Series B
 preferred stock
 at $1.26 per
 share for cash..    4,609,000
 Issuance of
 Series C
 preferred stock
 at $1.85 per
 share for cash..    4,618,000
 Exercise of
 stock options
 for common
 stock...........      132,000
 Common stock
 exchanged for
 services........       60,000
 Series C
 preferred stock
 exchanged for
 services........       25,000
 Common stock
 repurchases.....       (7,000)
 Net loss........   (9,721,000)
                   ------------
BALANCE, DECEMBER
31, 1998.........    2,121,000
 Issuance of
 Series D
 preferred stock
 at $3.68 per
 share for cash..    4,973,000
 Issuance of
 Series E
 preferred stock
 at $7.40 per
 share for cash..    1,982,000
 Issuance of
 Series F
 preferred stock
 at $7.40 per
 share for cash..    2,960,000
 Issuance of
 Series G
 preferred stock
 at $7.40 per
 share for cash..    7,431,000
 Issuance of
 Series H
 preferred stock
 at $7.40 per
 share for cash..    9,992,000
 Exercise of
 stock options
 for common
 stock...........      172,000
 Common stock
 exchanged for
 services........      337,000
 Issuance of
 common stock
 warrants for
 services........      290,000
 Issuance of
 preferred stock
 warrants for
 services........       30,000
 Amortization of
 prepaid
 marketing
 expenses........      276,000
 Recognition of
 deferred
 compensation....          --
 Stock-based
 compensation....      187,000
 Common stock
 repurchases.....      (18,000)
 Issuance of
 common stock for
 marketing
 services........          --
 Issuance of
 common stock for
 marketing
 services and
 note
 receivable......          --
 Net loss........  (11,628,000)
                   ------------
BALANCE, JUNE 30,
1999
(unaudited)......  $19,105,000
                   ============
The accompanying notes are an integral part of these statements.

                                      F-5
TIVO INC.
                         (a development-stage company)

                            STATEMENTS OF CASH FLOWS
Period from                                              Period from
                         August 4, 1997                For the Six Months Ended   August 4, 1997
                         (Inception), to  Year Ended           June 30,           (Inception), to
                          December 31,   December 31,  -------------------------     June 30,
                              1997           1998         1998          1999           1999
                         --------------- ------------  -----------  ------------  ---------------
                                                       (unaudited)  (unaudited)     (unaudited)
CASH FLOWS FROM
 OPERATING ACTIVITIES:
 Net loss..............    $ (595,000)   $(9,721,000)  $(3,046,000) $(11,628,000)  $(21,944,000)
 Adjustments to
  reconcile net loss to
  net cash used in
  operating activities:
 Depreciation and
  amortization.........        15,000        242,000       208,000       182,000        439,000
 Stock exchanged for
  services.............           --          85,000         4,000       337,000        422,000
 Issuance of warrants
  for services.........           --             --            --        176,000        176,000
 Amortization of
  prepaid marketing
  expenses.............           --             --            --        276,000        276,000
 Noncash compensation
  expense..............           --             --            --        187,000        187,000
 Changes in current
  assets and
  liabilities:
  Accounts receivable..           --             --            --       (502,000)      (502,000)
  Inventories..........           --        (120,000)          --     (1,083,000)    (1,203,000)
  Prepaid expenses and
   other...............       (57,000)      (162,000)     (107,000)     (705,000)      (924,000)
  Accounts payable.....       117,000        188,000       (73,000)      383,000        688,000
  Deferred revenue.....           --             --            --        142,000        142,000
  Accrued liabilities..        26,000        649,000       239,000     1,535,000      2,210,000
                           ----------    -----------   -----------  ------------   ------------
   Net cash used in
    operating
    activities.........      (494,000)    (8,839,000)   (2,775,000)  (10,700,000)   (20,033,000)
CASH FLOWS FROM
 INVESTING ACTIVITIES:
 Acquisition of
  property and
  equipment, net.......      (376,000)      (673,000)     (128,000)     (162,000)    (1,211,000)
 Purchase of short-term
  investments..........       (20,000)      (144,000)          --     (7,459,000)    (7,623,000)
                           ----------    -----------   -----------  ------------   ------------
   Net cash used in
    investing
    activities.........      (396,000)      (817,000)     (128,000)   (7,621,000)    (8,834,000)
CASH FLOWS FROM
 FINANCING ACTIVITIES:
 Proceeds from issuance
  of convertible
  preferred stock, net
  of issuance costs....     2,990,000      9,227,000     4,577,000    27,339,000     39,556,000
 Borrowings under line
  of credit............           --         610,000       610,000           --         610,000
 Repayments under line
  of credit............           --        (610,000)          --            --        (610,000)
 Proceeds from issuance
  of common stock and
  exercise of stock
  options..............        10,000        132,000        79,000       172,000        314,000
 Repurchase of common
  stock................           --          (7,000)       (2,000)      (18,000)       (25,000)
 Increase in bank
  overdraft............           --         442,000           --        547,000        989,000
                           ----------    -----------   -----------  ------------   ------------
   Net cash provided by
    financing
    activities.........     3,000,000      9,794,000     5,264,000    28,040,000     40,834,000
NET INCREASE IN CASH
 AND CASH EQUIVALENTS..     2,110,000        138,000     2,361,000     9,719,000     11,967,000
                           ----------    -----------   -----------  ------------   ------------
CASH AND CASH
 EQUIVALENTS:
 Balance at beginning
  of period............           --       2,110,000     2,110,000     2,248,000            --
                           ----------    -----------   -----------  ------------   ------------
 Balance at end of
  period...............    $2,110,000    $ 2,248,000   $ 4,471,000  $ 11,967,000   $ 11,967,000
                           ==========    ===========   ===========  ============   ============
SUPPLEMENTAL DISCLOSURE
 OF CASH FLOW
 INFORMATION:
 Cash paid for
  interest.............    $      --     $    19,000   $       --   $      2,000   $     21,000

SUPPLEMENTAL DISCLOSURE
 OF NON-CASH
 TRANSACTIONS:
 Stock issued for a
  note receivable......           --             --            --   $  2,822,000   $  2,822,000
 Equipment acquired
  under capital lease..           --             --            --   $    670,000   $    670,000
 Deferred stock-based
  compensation.........           --             --            --   $  2,933,000   $  2,933,000
The accompanying notes are an integral part of these statements.

                                      F-6
TIVO INC.
                         (a development-stage company)

                         NOTES TO FINANCIAL STATEMENTS
 (Information with respect to the six months ended June 30, 1998 and 1999, and
  the period from August 4, 1997 (Inception) to June 30, 1999, and as of June
                            30, 1999 is unaudited)

1. NATURE OF OPERATIONS:

  TiVo Inc. (the Company or TiVo) was incorporated in August 1997 as a
Delaware corporation with facilities in Sunnyvale, California. The Company has
developed a subscription-based personal television service (the TiVo Service)
that provides viewers with the ability to pause, rewind and play back any live
or recorded television broadcasts, as well as to search for, watch and record
programs. The TiVo Service also provides television listings, daily
suggestions and special viewing packages. The TiVo Service relies on three key
components: the personal video recorder, the TiVo remote control and the TiVo
Broadcast Center. Beginning in the second half of 1999, the Company expects
that manufacturing and distribution of the personal video recorder and remote
control will be undertaken by Philips Business Electronics B.V. (Philips). The
Company also anticipates that Philips will begin marketing the TiVo Service
and the personal video recorder that enables the TiVo Service in retail
markets in the second half of 1999. The Company plans to stop selling personal
video recorders by the end of 1999. In the interim, the personal video
recorder and remote control are being manufactured by a contract manufacturer
and, since March 1999, have been sold by TiVo through its web site and toll-
free telephone number. The Company conducts its operations through one
reportable segment.

  The Company is in the early stages of development and insignificant
subscription revenues have been generated to date. No assurance can be given
that a market for the TiVo Service and products that enable the TiVo Service
will develop, or that customers will be willing to pay for the TiVo Service
and products that enable the TiVo Service. The Company is identified as a
development-stage company at this time. However, upon the transfer of
manufacturing and distribution responsibility to Philips and a successful
retail launch of the TiVo Service and products that enable the TiVo Service,
which management expects in the second half of 1999, the Company anticipates
that it will no longer be identified as a development-stage company.

  The Company continues to be subject to certain risks common to companies in
similar stages of development, including the uncertainties outlined above, as
well as the uncertainty of availability of additional financing; dependence on
third parties for manufacturing and marketing and sales support; the
uncertainty of the market for personal television; dependence on key
management; limited manufacturing, marketing and sales experience; and the
uncertainty of future profitability.

  The unaudited pro forma June 30, 1999 information reflected in the
accompanying balance sheets reflects the automatic conversion of all the
shares of the Company's convertible preferred stock outstanding as of June 30,
1999 into shares of common stock on a one-for-one basis and the exercise and
conversion of all outstanding warrants as of June 30, 1999 into shares of
common stock on a one-for-one basis upon completion of the proposed initial
public offering.

Unaudited Interim Financial Statements

  The accompanying balance sheet as of June 30, 1999 and the accompanying
statements of operations, stockholders' equity and cash flows for the six
months ended June 30, 1998 and 1999 included herein have been prepared by the
Company and are unaudited. The information furnished in the unaudited
financial statements referred to above includes all adjustments that are, in
the opinion of management, necessary for a fair presentation of such financial
statements. The results of operations for the six months ended June 30, 1999,
are not necessarily indicative of the results to be expected for the entire
fiscal year.

                                      F-7
TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Cash Equivalents

  The Company classifies financial instruments as cash equivalents if the
original maturity of such instruments is three months or less.

Short-term investments

  Short-term investments consist of commercial paper investments and
certificates of deposit with original maturities at date of purchase ranging
between three and six months. The Company classifies these investments as held
to maturity and records the instruments at amortized cost, which approximates
fair value due to the short maturities.

Inventories

  Inventories consist of raw materials, primarily hard-disk drives, work in
progress and finished goods. Inventory is valued at the lower of cost (first-
in, first-out) or market. Included in inventory costs are direct materials,
direct labor and allocated tooling costs. Once the Company transfers
manufacturing responsibility to Philips, all inventory will be sold to
Philips. Inventories consist of the following:
December 31, 1998 June 30, 1999
                                                 ----------------- -------------
                                                                    (unaudited)
Raw materials................................     $120,000       $  216,000
   Work in progress.............................          --               --
   Finished goods...............................          --           986,000
                                                     --------       ----------
                                                     $120,000       $1,202,000
                                                     ========       ==========
Property and Equipment

  Property and equipment are stated at cost. For financial reporting purposes,
depreciation is computed using the straight-line method over estimated useful
lives as follows:
Furniture and fixtures..........................................   5 years
      Computer and office equipment................................... 1-5 years
Maintenance and repair expenditures are expensed as incurred.

Income Taxes

  The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No. 109).
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred
tax assets or liabilities of a change in tax rates is recognized in the period
in which the rate change occurs. Valuation allowances are established when
necessary to reduce deferred tax assets to the amounts expected to be
recovered.

                                      F-8
TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

Fair Value of Financial Instruments

  The carrying amounts of cash and cash equivalents, certificates of deposit,
short-term investments, accounts receivable, and accounts payable approximate
fair value due to the short-term maturity of these instruments.

Business Concentrations and Credit Risk

  Financial instruments that subject the Company to concentrations of credit
risk consist primarily of cash and accounts receivable. The Company maintains
cash with various financial institutions. The Company performs periodic
evaluations of the relative credit standing of these institutions. The
Company's customers are primarily concentrated in the United States. The
Company establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of customers and other information. The allowance
for doubtful accounts was $0 at December 31, 1997 and 1998, and $14,000 at
June 30, 1999.

Net Loss Per Common Share

  Historical--The Company computes net loss per share in accordance with SFAS
No. 128, "Earnings Per Share," and SEC Staff Accounting Bulletin No. 98 (SAB
No. 98). Under the provisions of SFAS No. 128 and SAB No. 98, basic net loss
per common share is computed by dividing net loss by the weighted average
number of common shares outstanding. Diluted net loss per common share is
computed by dividing net loss by the weighted average number of common shares
and dilutive common share equivalents outstanding.

  Diluted net loss per share does not include the effect of the following
antidulutive common share equivalents:
December 31,
                                             --------------------
                                               1997       1998    June 30, 1999
                                             --------- ---------- -------------
                                                                   (unaudited)
Options to purchase common stock.........   630,000  1,235,000   3,161,512
   Warrants to purchase common stock........       --         --       81,522
   Convertible preferred stock warrants.....       --      52,083     981,949
   Convertible preferred stock.............. 5,000,000 11,174,427  15,573,661
                                             --------- ----------  ----------
                                             5,630,000 12,461,510  19,798,644
                                             ========= ==========  ==========
Pro forma--Pro forma net loss per share is calculated as if the convertible
preferred stock outstanding as of June 30, 1999 was converted into shares of
common stock on the date of its issuance on a one-for-one basis and as if all
warrants outstanding as of June 30, 1999 had been exercised and converted into
shares of common stock on the date of issuance.

Stock-Based Compensation and Stock Exchanged for Services

  The Company has elected to follow Accounting Principles Board Opinion No. 25
(APB 25), "Accounting for Stock Issued to Employees," and related
interpretations in accounting for its employee stock options. Under APB 25,
when the exercise price of employee stock options is less than the market
price of the underlying stock on the date of grant, compensation expense is
recorded for the difference between fair value and the exercise price. Expense
associated with stock-based compensation is being amortized on an accelerated
basis over the vesting period of the individual award consistent with the
method described in Financial Accounting Standards Board ("FASB")
Interpretation No. 28. No stock compensation expense was recorded in 1997 and
1998. The Company has recorded compensation expense of $187,000 for the six
months ended June 30, 1999 (unaudited). The Company has adopted the
disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation."

                                      F-9
TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

  The value of warrants, options or stock exchanged for services is expensed
over the period benefitted. To calculate the expense, the Company uses either
the market value of the stock or the value of the services, whichever is more
objectively determinable.

Revenue Recognition

  Subscription revenues represent revenues from customer subscriptions to the
TiVo Service. Subscriptions to the TiVo Service are available on a monthly,
annual or lifetime basis. Subscription fees are generally charged to
customers' credit cards and are generally billed in advance on a monthly
basis. A lifetime subscription covers the life of the particular personal
video recorder purchased. Revenues from subscriptions are recognized ratably
over the subscription period. Subscription revenues from lifetime
subscriptions are recognized ratably over a 4 year period, the best estimate
of the useful life of the personal video recorder. Deferred revenue relates to
subscription fees collected but for which revenues have not been recognized.

Research And Development

  Research and development expenses consist primarily of employee salaries and
related expenses and consulting fees relating to the development of the TiVo
Service and products that enable the TiVo Service. Research and development
costs are expensed as incurred.

Sales and Marketing--Related Parties

  Sales and marketing--related parties consists of cash and noncash charges
related to the Company's agreements with DIRECTV, Inc. (DIRECTV), Philips, and
Quantum Corporation (Quantum), all of which hold stock or warrants in the
Company (see Note 10).

Other Operating Expense, Net

  Prior to the anticipated transition of manufacturing and distribution
responsibility to Philips in the second half of 1999, the Company has sold
personal video recorders directly to consumers. The Company plans to stop
selling personal video recorders by the second half of 1999 in connection with
the transition of manufacturing to Philips. The sales of personal video
recorders are considered incidental to the Company's business and the cost of
the personal video recorders, net of sales proceeds of $895,000, is classified
as other operating expense, net.

Comprehensive Income

  The Company has no material components of other comprehensive income or loss
and, accordingly, the comprehensive loss is the same as the net loss for all
periods presented.

Use of Estimates

  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. Actual results could differ from those estimates.

                                     F-10
TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

3. PROPERTY AND EQUIPMENT:

  Property and equipment consists of the following:
December 31,
                                               ------------------
                                                 1997      1998    June 30, 1999
                                               --------  --------  -------------
                                                                    (unaudited)
Furniture and fixtures..................... $ 18,000  $ 16,000    $  20,000
   Computer and office equipment..............  358,000   946,000    1,104,000
                                               --------  --------    ---------
                                                376,000   962,000    1,124,000
   Accumulated depreciation...................  (15,000) (170,000)    (352,000)
                                               --------  --------    ---------
                                               $361,000  $792,000    $ 772,000
                                               ========  ========    =========
Equipment under capital leases was zero as of December 31, 1997 and 1998 and
$670,000 as of June 30, 1999. Depreciation and amortization expense was
$15,000, $155,000, $208,000 (unaudited) and $182,000 (unaudited) for the
period ended December 31, 1997, the year ended December 31, 1998, and the six
months ended June 30, 1998 and 1999, respectively.

4. Accrued Liabilities:

  Accrued liabilities consist of the following:
December 31,
                                                  ----------------
                                                   1997     1998   June 30, 1999
                                                  ------- -------- -------------
                                                                    (unaudited)
Marketing and promotions...................... $   --  $223,000  $  744,000
   Compensation and vacation.....................  16,000  213,000     252,000
   Legal and accounting..........................     --    86,000     447,000
   Consulting....................................     --    11,000     353,000
   Other.........................................  10,000  142,000     414,000
                                                  ------- --------  ----------
                                                  $26,000 $675,000  $2,210,000
                                                  ======= ========  ==========
5. LINE OF CREDIT:

  The Company has a line of credit with a bank under which a maximum of
$750,000 can be borrowed at the bank's prime rate plus 0.75% (8.5% at December
31, 1998). The line of credit expires on August 15, 1999. No amounts were
borrowed under this line in 1997 or 1999. During 1998, a maximum amount of
$610,000 was borrowed. The average amount outstanding was $159,000, at an
average interest rate of 8.5%. No amounts were outstanding under this line of
credit as of December 31, 1997 or 1998, or June 30, 1999. In April 1999, the
bank issued a letter of credit on behalf of the Company in the amount of
$600,000. This amount reduces the available borrowings on the Company's line
of credit to $150,000. Substantially all of the Company's assets other than
intellectual property are pledged as collateral under this line of credit.

                                     F-11
TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

6. INCOME TAXES:

  There was no provision or benefit for income taxes for the period from
August 4, 1997 (Inception) to June 30, 1999.

  Significant components of deferred tax assets were as follows as of December
31, 1998:
Net operating loss carryforwards.............................. $3,930,000
      Tax credit carryforwards......................................    103,000
      Temporary differences, net....................................     25,000
                                                                     ----------
        Gross deferred tax assets...................................  4,058,000
      Valuation allowance........................................... (4,058,000)
                                                                     ----------
        Net deferred tax assets..................................... $        0
                                                                     ==========
As of December 31, 1998, the Company had a tax net operating loss (NOL)
carryforward of approximately $10,300,000 for federal and California purposes.
The federal NOL expires beginning in 2117, and the California NOL expires
beginning in 2002. A significant change in ownership of the Company may limit
the Company's ability to utilize these NOL carryforwards. SFAS No. 109
requires that the tax benefit of such NOL be recorded as an asset. A valuation
allowance for the entire amount has been provided because of uncertainties
about the realizability of the deferred tax assets.

7. STOCKHOLDERS' EQUITY:

Common Stock

  In August 1997, the Company issued 2,800,000 shares of common stock to the
founders for $10,000. On September 24, 1997, the Company declared a stock
split of 1.04167 to 1, which resulted in 2,916,664 founders shares outstanding
after the split.

  In 1998, the Company issued 2,276,458 shares of common stock as a result of
the exercise of stock options. During 1998, 174,771 shares of common stock
were repurchased in accordance with the terms the Company's stock option plan
(see Note 8). The Company has the right to repurchase 2,024,187 unvested
shares as of December 31, 1998, at the stock issuance price, if the holders'
service with the Company terminates.

  For the six months ended June 30, 1999, the Company issued 212,500 shares of
common stock as a result of the exercise of stock options and repurchased
225,166 shares. The Company has the right to repurchase 1,440,727 unvested
shares as of June 30, 1999, at the stock issuance price, if the holders'
service with the Company terminates.

  In 1998, the Company issued 198,586 shares of common stock to consultants
and vendors in exchange for services. For the six months ended June 30, 1999,
the Company issued 106,409 shares of common stock in exchange for services.
The common stock issued was recorded at the estimated fair value of the common
stock at the time the services were performed and the expense was recorded.
The Company's management believes that the value of the common stock issued
approximates the value of services received.

                                     F-12
TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

Convertible Preferred Stock

  Convertible preferred stock outstanding at June 30, 1999 is as follows:
Issued and  Liquidation
                                  Authorized Outstanding Preference   Carrying
                                    Shares     Shares     Per Share     Value
                                  ---------- ----------- ----------- -----------
Series A.........................  5,200,000  5,000,000     $0.60    $ 2,990,000
Series B.........................  4,400,000  3,660,914      1.26      4,609,000
Series C.........................  4,000,000  2,513,513      1.85      4,643,000
Series D.........................  2,500,000  1,358,695      3.68      4,973,000
Series E.........................    300,000    270,270      7.40      1,982,000
Series F.........................    500,000    405,405      7.40      2,960,000
Series G.........................  1,100,000  1,013,513      7.40      7,431,000
Series H.........................  2,100,000  1,351,351      7.40      9,992,000
                                  ---------- ----------              -----------
                                  20,100,000 15,573,661              $39,580,000
                                  ========== ==========              ===========
In September and October 1997, the Company issued 5,000,000 shares of Series
A preferred stock at $0.60 per share. In May, June and July 1998, the Company
issued 3,660,914 shares of Series B preferred stock at $1.26 per share. In
October 1998, the Company issued 2,500,000 shares of Series C preferred stock
at $1.85 per share. In December 1998, the Company issued 13,513 shares of
Series C preferred stock at $1.85 per share in exchange for services received.

  In January 1999, the Company issued 1,358,695 shares of Series D preferred
stock at $3.68 per share. In March 1999, the Company issued 270,270 shares of
Series E preferred stock at $7.40 per share. In April 1999, the Company issued
405,405, 1,013,513, and 1,351,351 shares of Series F, G and H preferred stock,
respectively, at $7.40 per share.

  Each share of preferred stock is convertible into common stock at the option
of the holder on a one-for-one basis, subject to certain adjustments. Each
share of preferred stock has voting rights and, upon any liquidation of the
Company, the holders of preferred stock are entitled to a liquidation
preference, to be paid out of the assets of the Company, equal to the
respective original issue price per share plus all declared and unpaid
dividends. Each share of preferred stock will automatically be converted into
shares of common stock at any time upon the election of the holders of at
least two-thirds of the outstanding shares of the preferred or upon the
closing of a firmly underwritten public offering pursuant to an effective
registration statement under the Securities Act of 1933.

                                     F-13
TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

8. STOCK OPTION PLAN:

  Under the terms of the Company's 1997 Equity Incentive Plan, adopted in 1997
as amended and restated in 1999 (the 1997 Plan), options to purchase shares of
the Company's common stock may be granted 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 vest 25 percent after the first year of service, and the
remaining 75 percent vest ratably over the next 36 months. Options expire 10
years after the grant date. The terms of the 1997 Plan allow individuals to
exercise their options prior to full vesting. In the event that the individual
terminates their service to the Company before becoming fully vested, the
Company has the right to repurchase the unvested shares at the original option
price. The number of shares authorized for option grants under the 1997 Plan
is 4,000,000; as of December 31, 1998, 3,773,458 have been issued.

  The Company accounts for stock options under APB Opinion No. 25, under
which, for the period from August 4, 1997 (Inception) to December 31, 1997 and
for the year ended December 31, 1998, no compensation cost was recognized when
the awards were granted to employees or directors. Stock-based Compensation
expense of $187,000 was recognized for the six months ended June 30, 1999 (see
Note 13). Had compensation cost for the stock options been determined
consistently with SFAS No. 123, the effect on the Company's net loss and basic
and diluted loss per share would have been changed to the following pro forma
amounts:
Period from                                              Period from
                          August 4, 1997                                             August 4,
                           (inception),                                                 1997
                                to        Year Ended   Six Months Ended June 30,    (Inception)
                           December 31,   December 31, ---------------------------  to June 30,
                               1997           1998         1998          1999           1999
                          -------------- ------------- ------------  -------------  ------------
                                                       (unaudited)    (unaudited)   (unaudited)
Net loss, as reported...    $(595,000)    $(9,721,000) $ (3,046,000) $ (11,628,000) $(21,944,000)
Pro forma effect of SFAS
 No. 123................          --          (10,000)       (2,000)      (535,000)     (545,000)
                            ---------     -----------  ------------  -------------  ------------
Net loss, pro forma.....     (595,000)     (9,731,000)   (3,048,000)   (12,163,000)  (22,489,000)

Basic and diluted loss
 per share, as
 reported...............    $   (0.20)    $     (2.21) $      (0.79) $       (1.75) $      (4.74)
Basic and diluted loss
 per share, pro forma...    $   (0.20)    $     (2.21) $      (0.79) $       (1.83) $      (4.86)
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants: weighted average risk-free interest rates of
between 4.45 percent and 5.9 percent; expected dividend yield of 0 percent;
expected lives of four years for the options; and expected volatility of 0
percent.

  Refer to Note 12, Equity Incentive Plans, for a description of the 1999
Equity Incentive Plan (the 1999 Plan).

                                     F-14
TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

  A summary of the status of the 1997 Plan and the 1999 Plan is presented in
the table and narrative below:
Weighted
                                                   Range of        Average
                                      Shares    Exercise Prices Exercise Price
                                    ----------  --------------- --------------
Outstanding at inception...........          0                      $0.00
  Granted..........................    700,000          0.04         0.04
                                    ----------                      -----
Outstanding at December 31, 1997...    700,000                       0.04
  Granted..........................  3,073,458    0.04--0.45         0.17
  Exercised........................ (2,276,458)                      0.06
  Canceled.........................   (195,000)                      0.04
                                    ----------                      -----
Outstanding at December 31, 1998...  1,302,000                      $0.30
  Granted..........................  2,323,387    1.00--6.50         4.93
  Exercised........................   (212,500)                      0.82
  Canceled.........................   (251,375)                      0.66
                                    ----------                      -----
Outstanding at June 30, 1999
 (unaudited).......................  3,161,512                      $3.65
                                    ==========                      =====
The weighted average fair value of options granted as of December 31, 1998,
and June 30, 1999 (unaudited), is $0.02 and $0.84, respectively. Of the
options outstanding at December 31, 1998, and June 30, 1999, 93,542 and
733,481 are vested, respectively. Included in the options exercised above in
1998 and for the six months ended June 30, 1999 are 174,771 and 225,166,
respectively, unvested options where the Company repurchased the stock upon
the individuals' leaving the Company.

  The options outstanding have the following contractual lives:
December 31, 1998                              June 30, 1999 (unaudited)
-------------------------------------------------- -------------------------------------------------
   Number of Options              Weighted Average    Number of Options             Weighted Average
------------------------ Exercise    Remaining     ----------------------- Exercise    Remaining
Outstanding  Exercisable  Price   Contractual Life Outstanding Exercisable  Price   Contractual Life
-----------  ----------- -------- ---------------- ----------- ----------- -------- ----------------
55,000      16,042     $0.04      9.25 years        55,000    22,917     $0.04      8.75 years
  504,000         --       0.13      9.50 years       300,625    24,625      0.13      9.00 years
  169,000         --       0.20      9.75 years       145,000       --       0.20      9.25 years
  507,000         --       0.45     10.00 years       412,500       --       0.45      9.50 years
      --          --        --              --         30,000       --       0.75      9.50 years
      --          --        --              --        272,782       --       1.00      9.70 years
      --          --        --              --        263,000       --       2.50      9.75 years
      --          --        --              --        127,105       --       4.00      9.83 years
      --          --        --              --        188,000       --       5.00      9.90 years
      --          --        --              --      1,367,500       --       6.50     10.00 years
---------      ------                               ---------    ------
1,235,000      16,042                               3,161,512    47,542
=========      ======                               =========    ======
F-15
TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

9. WARRANTS:

  In addition to receiving 156,250 options to purchase common stock under the
1997 Plan, in March 1998, a member of the Company's board of directors
received warrants to purchase a total of 52,083 shares of Series A preferred
stock at an exercise price of $0.60 per share, the estimated fair market value
of the Series A preferred stock at the date of issuance. These warrants will
expire on the earlier of (1) the closing of the initial public offering of the
Company's common stock or (2) March 18, 2008. The value of the above warrants
has been included in the calculation of pro forma net loss for the year ended
December 31, 1998 under SFAS No. 123, discussed in Note 8.

  See Note 10 for a description of Series C and Series D preferred stock
warrants issued to Quantum under a hard disk drive supply agreement.

  The warrants outstanding have the following contractual lives:
December 31, 1998                           June 30, 1999 (unaudited)
----------------------------------------------- ----------------------------------------------
                                   Weighted                                       Weighted
Number of                          Average                                        Average
Warrants Outstanding  Exercise    Remaining          Number of       Exercise    Remaining
and Exercisable        Price   Contractual Life Warrants Outstanding  Price   Contractual Life
--------------------  -------- ---------------- -------------------- -------- ----------------
Director                                        Director
 Preferred--52,083     $0.60      9.25 years    Preferred--   52,083  $0.60      8.75 years
                                                Other
                                                Preferred--   60,813   1.26      9.67 years
                                                   Common--   35,307   2.50      4.75 years
                                                   Common--   35,307   2.50      4.75 years
                                                   Common--    2,715   2.50      4.75 years
                                                   Common--    8,193   2.50      4.75 years
                                                Preferred--    1,250   7.40      9.83 years
                                                Supplier
                                                Preferred--  324,325   0.01      1.75 years
                                                Preferred--  543,478   0.01      2.75 years
                                                --------------------
                                                           1,063,471
                                                ====================
All of the warrants outstanding at June 30, 1999 except for the warrants for
543,478 shares of preferred stock are exercisable. The warrants for 543,478
shares of preferred stock outstanding automatically vest upon completion of an
initial public offering.

10. MARKETING AND MANUFACTURING AGREEMENTS

Quantum Agreement

  In November 1998, the Company entered into an agreement with Quantum to
allow the Company or certain third-party manufacturers to purchase up to an
agreed-upon number of hard disk drives used in the personal video recorder and
other devices that enable the TiVo Service. Under the terms of the agreement,
the buyer is entitled to a discounted purchase price if certain milestones are
met. When the buyer receives the hard disk drives on each unit, the Company is
required to pay a fee to Quantum which is expensed at the time of purchase.
TiVo has also agreed to share with Quantum a portion of the TiVo Service
subscription fees it receives from the personal video recorders and other
devices equipped with these hard disk drives.

                                     F-16
TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

  In addition, the Company issued a warrant to Quantum to purchase 324,325
shares of Series C preferred stock and 543,478 shares of Series D preferred
stock at an exercise price of $0.01 per share. The warrants vest and are
exercisable upon the meeting of certain milestones under a hard disk supply
agreement or upon the closing of an initial public offering of the Company's
common stock. As of December 31, 1998, Quantum had not vested in the warrants
because no hard-disk drives had been purchased at the discounted price. The
value of the warrants will be determined and recorded when they vest, and
expense will be recorded as Quantum performs under the contract. In April
1999, the warrants to purchase Series C preferred stock vested and the Company
recorded as a contra equity account a prepaid marketing expense of $2.4
million related to the vesting of 324,325 shares of Series C preferred stock
warrants. The $2.4 million represents the estimated fair value of the warrants
at the vesting date and will be recognized as a sales and marketing expense--
related parties as the personal video recorders related to the Series C
warrants are sold. The Company recorded $276,000 of sales and marketing
expense--related parties for the six months ended June 30, 1999 related to
these warrants.

DIRECTV Agreement

  The Company entered into a corporate partnership agreement with DIRECTV to
promote and offer support for the TiVo Service and products that enable the
TiVo Service (the DIRECTV Agreement). The DIRECTV Agreement provides that
DIRECTV will provide a variety of marketing and sales support to promote TiVo
and the TiVo Service, collaborate on certain product development efforts and
make a portion of the bandwidth capacity of DIRECTV's satellite network
available to TiVo.

  The Company issued 1,852,329 shares of common stock in exchange for
marketing services under the DIRECTV Agreement. The shares are non-forfeitable
and were valued at an estimated fair value of $5.50 per share for accounting
purposes. The Company recorded prepaid marketing expenses classified as a
contra equity account related to the issuance of these shares of common stock
of $10.2 million. These prepaid marketing expenses are expensed as the
marketing services are provided.

  Additionally, the Company issued 1,128,867 shares of common stock in
exchange for a $2.8 million promissory note due in three years. For accounting
purposes, the shares were valued at an estimated fair value of $5.50 per
share. The $3.4 million of estimated fair value in excess of the balance of
the note was recorded as a prepaid marketing expense contra equity account.
DIRECTV may repay the note either by providing bandwidth capacity at no
additional charge or by paying in cash. At the end of three years, if
specified milestones are not achieved, TiVo will have the right to repurchase
some or all of these shares at $.001 per share.

  The value of the common stock issued to DIRECTV and recorded as prepaid
marketing expenses of $13.6 million is recognized as a sales and marketing
expense--related parties ratably as the services are provided to TiVo.

  In addition to the equity consideration for DIRECTV's marketing services
described above, DIRECTV will receive a percentage of TiVo's revenues
attributable to DIRECTV/TiVo subscribers. These amounts are expensed as earned
and included in marketing and sales expense--related parties.

  In April 1999, TiVo sold 405,405 shares of Series F preferred stock to
DIRECTV at $7.40 per share.

Philips Agreement

  On March 31, 1999, the Company entered into an agreement with Philips for
the manufacture, marketing and distribution of personal video recorders that
enable the TiVo Service. Subject to certain limitations, this agreement grants
Philips the right to manufacture, market and sell personal video recorders
that enable the TiVo

                                     F-17
TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

Service in North America. Philips was also granted the right to manufacture,
market and sell personal video recorders in North America that incorporate
both DIRECTV's satellite receiver and the TiVo Service. The Company also
granted Philips a license to TiVo technology for the purpose of developing and
manufacturing personal video recorders and other devices that enable the TiVo
Service.

  The Company has agreed to pay Philips a subsidy on each personal video
recorder that is manufactured and sold by Philips. The amount of the subsidy
is formula-based and periodically adjusted based on Philips manufacturing
costs and selling prices. A portion of the subsidy amount paid to Philips is
due when the personal video recorder is shipped. The remaining portion is due
when the subscriber activates the TiVo Service. In addition to these amounts,
the Company has agreed to pay Philips a fixed amount per month for each
Philips-branded personal video recorder that has an active subscription to the
TiVo Service.

  Under the terms of the agreement, Philips has committed to provide a
specified amount of marketing activities related to Philips-branded personal
video recorders that enable the TiVo Service.

  In April 1999, Philips purchased 1,351,351 shares of Series H preferred
stock for $7.40 per share.

11. COMMITMENTS AND CONTINGENCIES:

  The Company leases its office space under operating leases that expire on
March 31 and June 30, 2000. As of December 31, 1998, and June 30, 1999, future
minimum rental payments under this lease are $1,327,000 and $901,000,
respectively. Rent expense under operating leases was approximately $45,000,
$619,000, and $483,000 for the period from inception to December 31, 1997, for
the year ended December 31, 1998 and for the six months ended June 30, 1999,
respectively.

  The Company has entered into various supply or service agreements and
purchase commitments with a number of vendors. As of June 30, 1999, the
Company's commitment under these agreements is approximately $7.5 million.

12. RETIREMENT PLAN

  In December 1997, the Company established a 401(k) Retirement Plan (the
Retirement Plan) available to employees who meet the plan's eligibility
requirements. Participants may elect to contribute a percentage of their
compensation to the Retirement Plan up to a statutory limit. Participants are
fully vested in their contributions. The Company may make discretionary
contributions to the Retirement Plan as a percentage of participant
contributions, subject to established limits. The Company has not made any
contributions to the Retirement Plan through June 30 ,1999.

13. SUBSEQUENT EVENTS (unaudited):

Equipment Lease Line

  In March 1999, the Company entered into an equipment lease line for $2.5
million over the 12 months following the date of the lease. The annual
interest rate is 7.25%, and the line is repayable over 36 months. The lessor
received a warrant for 60,814 shares of the Company's Series B preferred stock
at an exercise price of $1.26 per share. The Company expenses the fair value
of the warrants of $30,000 over the life of the lease. This lease of $670,000
is accounted for as a capital lease. The current portion of the capital lease
obligation at June 30, 1999 is $112,000. The unused lease line expires
February 2000.

                                     F-18
TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

Equity Incentive Plans

  In April 1999, the Company's stockholders approved the 1999 Plan. Amendments
to the 1999 Plan were adopted in July 1999. 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 vest 25 percent after the first year
of service, and the remaining 75 percent vest ratably over the next 36 months.
Options expire 10 years after the grant date. The terms of the 1999 Plan also
allow individuals to exercise their options prior to full vesting. In the
event that the individual terminates before becoming fully vested, the Company
has the right to repurchase the unvested shares at the original option price.
The number of shares authorized for option grants under the 1999 Plan is
4,200,000 subject to an annual increase of the greater of 7% of outstanding
shares or 4,000,000 shares, up to a maximum of 40,000,000 shares.

  In July 1999, the Company adopted the 1999 Non-Employee Directors' Stock
Option Plan (the Directors' Plan). The Director's Plan becomes effective upon
the completion of an initial public offering. The Directors' Plan provides for
the automatic grant of options to purchase shares of the Company's common
stock to nonemployee directors at a price equal to the fair market value of
the stock at the date of the grant. The options vest monthly over two years.
The option term is ten years after the grant date but terminates three months
after a director's service terminates. The number of shares authorized for
option grants under the Directors' Plan is 500,000, subject to an annual
increase of 100,000 shares.

  In July 1999, the Company adopted the 1999 Employee Stock Purchase Plan (the
Employee Stock Purchase Plan). The Employee Stock Purchase Plan provides a
means for employees to purchase TiVo common stock through payroll deductions
of up to 15 percent of their base compensation. The Company offers the common
stock purchase rights to eligible employees, generally all full-time employees
who have been employed for at least 10 days. This plan allows for common stock
purchase rights to be granted to employees of TiVo at a price equal to the
lower of 85% of the fair market value on the first day of the offering period
or on the common stock purchase date. Under the purchase plan, the board may
specify offerings up to 27 months. The number of shares reserved for issuance
under this plan is 600,000 subject to automatic annual increase by the lesser
of (i) 5 percent of the outstanding shares of common stock on a diluted basis,
(ii) 500,000 shares, or (iii) a smaller number as determined by the board of
directors.

Convertible Debt

  In April 1999, the Company entered into a secured convertible debenture
purchase agreement with certain stockholders. Under the terms of this
agreement, TiVo can borrow up to $3,000,000 at an interest rate of 4.67% per
annum. The debentures to be delivered by TiVo for any loan made under this
agreement are convertible into common stock on a one-for-one basis and secured
by substantially all of the Company's assets other than intellectual property.
In conjunction with the agreement, TiVo issued warrants to purchase 81,522
shares of common stock at an exercise price of $2.50 per share. Deferred
financing costs of $290,000 was recorded using the fair value of the warrants
at the date of issuance. The value assigned to the warrants is being amortized
over the term of the commitment which expires on June 30, 2000. Of this
amount, $145,000 was expensed for the six months ended June 30, 1999. As of
June 30, 1999, TiVo had no outstanding amounts under this agreement. All of
the warrants issued under the terms of this agreement expire upon the
completion of an initial public offering.

Deferred Compensation

  During 1999, the Company granted stock options with exercise prices that
were less than the estimated fair market value of the underlying shares of
common stock on the date of grant. As a result, the Company has

                                     F-19
TIVO INC.
                         (a development-stage company)

                  NOTES TO FINANCIAL STATEMENTS--(Continued)
 (Information with respect to the six months ended June 30, 1998 and 1999 and
                                the period from
    August 4, 1997 (Inception) to June 30, 1999 and as of June 30, 1999 is
                                  unaudited)

recorded deferred compensation of approximately $2,933,000 as a contra equity
account and recorded stock-based compensation expense of $187,000 during the
six months ended June 30, 1999. These amounts will be recognized as stock-
based compensation over the vesting period of the options (four years).

Series I Preferred Stock

  In July 1999, the Company issued 3,121,994 shares of Series I preferred
stock at $10.41 per share. Series I shares are convertible on a one-for-one
basis into shares of common stock and have a $10.41 liquidation preference per
share. All other terms are comparable with the prior series of preferred
stock.

Series I Warrant

  In July 1999 the Company also issued a Series I preferred stock warrant at
$10.41 per share. This warrant is exercisable immediately and terminates at
the earlier of the closing of a firmly underwritten public offering or five
years from the date of issuance. Upon exercise, the warrant converts into
192,123 shares of common stock.

Initial Public Offering

  The Company is proposing an initial public offering of up to    shares of
common stock.

                                     F-20
DESCRIPTION OF ARTWORK APPEARING ON BACK COVER INSIDE

                                   [To come]
[LOGO OF TIVO]
PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

  The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the registrant in
connection with the distribution of the common stock being registered. All
amounts are estimated, except the SEC Registration Fee, the NASD Filing Fee
and the Nasdaq National Market Filing Fee:
SEC Registration Fee.............................................. 22,240
      NASD Filing Fee...................................................  8,500
      Nasdaq National Market Filing Fee.................................
      Blue Sky Fees and Expenses........................................      *
      Accounting Fees...................................................      *
      Legal Fees and Expenses...........................................      *
      Transfer Agent and Registrar Fees.................................      *
      Printing and Engraving............................................      *
      Miscellaneous.....................................................      *
                                                                         ------
        Total........................................................... $    *
                                                                         ======
-----------------------
* To be supplied by amendment.

Item 14. Indemnification of Directors and Officers

  The Registrant's Amended and Restated Certificate of Incorporation, filed as
Exhibit 3.2 to the Registration Statement, provides that directors of the
Registrant shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
to the fullest extent permitted by the Delaware General Corporation Law,
except for liability (i) for any breach of duty of loyalty to Registrant or to
its stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit. The Registrant's
Amended and Restated Certificate of incorporation further states that if the
Delaware General Corporation Law is amended after its stockholders approve its
Amended and Restated Certificate of Incorporation to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

  The Registrant's Bylaws provide that Registrant shall indemnify its officers
and directors to the fullest extent not prohibited by Delaware law and
authorizes the Registrant to modify the extent of such indemnification by
individual contracts with its officers and directors. Registrant's Bylaws
further provide, however, that the Registrant shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless (i) such indemnification is expressly
required to be made by law, (ii) the proceeding was authorized by the Board of
Directors of the corporation, (iii) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the Delaware General Corporation Law or (iv) such
indemnification is required to be made pursuant to Registrant's contractual
obligations to its directors and officers.

  Section 145 of the Delaware General Corporation Law makes provision for such
indemnification in terms sufficiently broad to cover officers and directors
under certain circumstances for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act").

  The Registrant intends to enter into indemnification agreements with each
director and certain officers which provide indemnification under certain
circumstances for acts and omissions which may not be covered by any
directors' and officers' liability insurance.

                                     II-1
The form of Underwriting Agreement, filed as Exhibit 1.1 to the Registration
Statement, provides for indemnification of the Registrant and its controlling
persons against certain liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities

  Since the Company's inception on August 4, 1997, the Company has sold and
issued the following unregistered securities:

    (a) On August 5, 1997, the Registrant sold an aggregate of 2,800,000
  shares of its Common Stock to its founders under the exemption from
  registration provided by Rule 701 of the Securities Act, raising aggregate
  proceeds of $10,080. Michael Ramsay, the Registrant's Chairman of the
  Board, Chief Executive Officer and President, and James Barton, its Chief
  Technical Officer and Vice President of Research and Development, each
  purchased 1,400,000 shares pursuant to Founder Stock Purchase Agreements.
  On September 24, 1997, these shares were split into an aggregate of
  2,916,664 common shares.

    (b) On September 24, 1997, the Registrant sold an aggregate of 4,833,334
  shares, and on October 22, 1997, an aggregate of 166,666 shares, in a
  private placement of its Series A Preferred Stock having an aggregate
  liquidation preference of $3.0 million and raising aggregate net proceeds
  of $3.0 million, which were used for general corporate purposes. The
  transactions were consummated pursuant to a Series A Preferred Stock
  Purchase Agreement, Investor Rights Agreement and Stockholders Agreement,
  agreements which designate certain rights and obligations of the Series A
  Preferred Stock. In connection with the Series A offering, Michael Ramsay,
  the Registrant's Chief Executive Officer, purchased 666,667 shares, James
  Barton, the Registrant's Chief Technical Officer, purchased 166,667 shares,
  entities affiliated with New Enterprise Associates, a stockholder owning in
  excess of 5% of Registrant voting securities, purchased an aggregate of
  2,000,000 shares, entities affiliated with Institutional Venture Partners,
  a 5% stockholder, purchased an aggregate of 2,000,000 shares, and three
  accredited investors purchased an aggregate of 166,666 shares.

    (c) On February 23, 1998, the Registrant issued an aggregate of 15,740 of
  its common shares to two of its consultants for past consulting services.

    (d) On May 29, 1998, the Registrant sold an aggregate of 3,174,604
  shares, on June 26, 1998, an aggregate of 461,310 shares, and on July 27,
  1998, 25,000 shares in a private placement of an aggregate of 3,660,914
  shares of its Series B Preferred Stock having an aggregate liquidation
  preference of $4.6 million and raising aggregate net proceeds of
  approximately $4.6 million which were used for general corporate purposes.
  The transactions were pursuant to a Series B Preferred Stock Purchase
  Agreement and Investor Rights Agreement, agreements which designate certain
  rights and obligations of the Series B Preferred Stock. In connection with
  the Series B offering, entities affiliated with New Enterprise Associates,
  a stockholder owning in excess of 5% of Registrant voting securities,
  purchased an aggregate of 1,587,302 shares, entities affiliated with
  Institutional Venture Partners, a 5% stockholder, purchased an aggregate of
  1,587,302 shares, Randy Komisar, a director of the Registrant, purchased
  24,800 shares, an aggregate of 158,731 was sold to two accredited investors
  and seven employees of the Registrant purchased an aggregate of 302,770
  shares.

    (e) On October 8, 1998 and October 30, 1998, the Registrant sold an
  aggregate of 2,162,163 and 337,837 shares, respectively, in a private
  placement of an aggregate of 2,500,000 shares of its Series C Preferred
  Stock having an aggregate liquidation preference of $4.6 million, raising
  aggregate net proceeds of approximately $4.6 million which were used for
  general corporate purposes. The transactions were consummated pursuant to
  the Series C Preferred Stock Purchase Agreement and Investor Rights
  Agreement, agreements which designate certain rights and obligations of the
  Series C Preferred Stock. In connection with the Series C offering,
  entities affiliated with New Enterprise Associates and entities affiliated
  with Institutional Venture Partners, each stockholders owning in excess of
  5% of Registrant voting securities, purchased an aggregate of 594,595
  shares each. Three venture capital investors purchased an aggregate of
  1,243,245 shares and five employees of the Registrant purchased 13,513
  shares each.

                                     II-2
(f) On December 22, 1998, the Registrant issued 13,513 shares of its
  Series C Preferred Stock to Odyssey Capital, L.L.C. at a purchase price of
  $1.85 per share pursuant to a Series C Preferred Stock Purchase Agreement
  and in consideration for past services.

    (g) On January 20, 1999, the Registrant completed a private placement to
  Vulcan Ventures Corporation of 1,358,695 shares of its Series D Preferred
  Stock having a liquidation preference of $5.0 million and raising net
  proceeds of approximately $5.0 million which were used for general
  corporate purposes. The transaction were pursuant to a Series D Preferred
  Stock Purchase Agreement and Investor Rights Agreement, agreements which
  designate certain rights and obligations of the Series D Preferred Stock.

    (h) On March 19, 1999, the Registrant completed a private placement to
  Showtime Networks, Inc. of 270,270 shares of its Series E Preferred Stock
  having a liquidation preference of $2.0 million and raising net proceeds of
  approximately $2.0 million which were used for general corporate purposes.
  The transaction was consummated pursuant to the Preferred Stock Purchase
  Agreement and Investor Rights Agreement, agreements which designate certain
  rights and obligations of the Series E Preferred Stock.

    (i) On April 13, 1999, the Registrant completed a private placement to
  DIRECTV, Inc. of 405,405 shares of its Series F Preferred Stock having a
  liquidation preference of $3.0 million, raising net proceeds of
  approximately $3.0 million which were used for general corporate purposes.
  The transaction was consummated pursuant to a Series F Preferred Stock
  Purchase Agreement and Investor Rights Agreement, agreements which
  designate certain rights and obligations of the Series F Preferred Stock.
  On the same date, the Registrant entered into a Marketing Agreement with
  DIRECTV, Inc. under which it issued 2,981,196 shares of its Common Stock to
  DIRECTV, Inc. in consideration for $4.6 million of past and future services
  to the Registrant by DIRECTV, Inc. and under which net proceeds of
  approximately $2.8 million were raised under a promissory note

    (j) On April 16, 1999, the Registrant completed a private placement to
  NBC Multimedia, Inc. of 1,013,513 shares of its Series G Preferred Stock
  having a liquidation preference of $7.5 million, raising net proceeds of
  approximately $7.5 million which were used for general corporate purposes.
  The transaction was consummated pursuant to a Series G Preferred Stock
  Purchase Agreement and Investor Rights Agreement, agreements which
  designate certain rights and obligations of the Series G Preferred Stock.

    (k) On April 23, 1999, the Registrant completed a private placement to
  Philips Corporate External Ventures B.V. of 1,351,351 shares of its Series
  H Preferred Stock having a liquidation preference of $10.0 million, raising
  net proceeds of approximately $10.0 million which were used for general
  corporate purposes. The transaction was consummated pursuant to a Series F
  Preferred Stock Purchase Agreement and Investor Rights Agreement,
  agreements which designate certain rights and obligations of the Series H
  Preferred Stock.

    (l) On July 21, 1999, the Registrant sold an aggregate of 3,121,994
  shares of its Series I Preferred Stock having an aggregate liquidation
  preference of $32.5 million and raising aggregate net proceeds of
  approximately $32.5 million. The transaction was pursuant to a Series I
  Preferred Stock Purchase Agreement and Investor Rights Agreement,
  agreements which designate certain rights and obligations of the Series I
  Preferred Stock.

    (m) Since inception of the Company on August 4, 1997 through June 30,
  1999, options to purchase 4,109,240 shares of the Registrant's Common
  Stock, net of 421,375 shares cancelled upon employee termination, were
  granted to 72 optionees under the Registrant's 1997 Equity Incentive Plan.
  Registrant has granted options to purchase 1,987,605 shares of its Common
  Stock, net of 25,000 shares cancelled upon employee termination, to 45
  optionees under its 1999 Equity Incentive Plan. Through June 30, 1999,
  optionees have exercised 2,471,958 shares under the Registrant's 1997
  Equity Incentive Plan raising net proceeds of $265,558, of which 399,937
  shares have been repurchased upon employee termination at a cost

                                     II-3
of $27,337. Optionees have exercised 17,000 shares under Registrant's 1999
  Equity Incentive Plan through June 30, 1999. The Registrant has granted
  stock awards for 195,233 shares of its Common Stock under its 1997 Equity
  Incentive Plan and 94,009 shares under its 1999 Equity Incentive Plan for
  past services.

    (n) On March 18, 1998, the Registrant issued a warrant to purchase 52,083
  shares of its Series A Preferred Stock at an exercise price of $0.60 per
  share to Randy Komisar, a director of the Company in consideration for
  Board participation. The warrant expires upon the closing of the Initial
  Public Offering.

    (o) On February 2, 1999, the Registrant issued a warrant to purchase
  60,813 shares of its Series B Preferred Stock at an exercise price of $1.26
  per share to Comdisco, Inc. in connection with a Lease Line Agreement. The
  warrant expires upon the closing of the Initial Public Offering.

    (p) On November 6, 1998, the Registrant issued a warrant to purchase
  324,325 shares of its Series C Preferred Stock at an exercise price of
  $0.01 per share to Quantum Corporation in connection with a Hard Disk Drive
  Supply Agreement dated November 6, 1998. The warrant expires prior to
  closing of the Initial Public Offering.

    (q) On November 6, 1998, the Registrant issued a warrant to purchase
  543,478 shares of its Series D Preferred Stock at an exercise price of
  $0.01 per share to Quantum Corporation in connection with a Hard Disk Drive
  Supply Agreement dated November 6, 1998. The warrant expires prior to
  closing of the Initial Public Offering.

    (r) On April 8, 1999, the Registrant issued warrants to purchase an
  aggregate of 81,522 shares of its Common Stock at exercise prices of $2.50
  per share to New Enterprise Associates VII, L. P., Institutional Venture
  Partners VII, L.P., both of which own in excess of 5% of Registrant voting
  securities, and two other accredited investors pursuant to a certain
  Secured Convertible Debenture Purchase Agreement under which the Registrant
  raised an aggregate of $3.0 million in a debt financing. The warrants
  expire upon the closing of the Initial Public Offering at a per share
  public offering price of not less than $5.00 and an aggregate public
  offering price of at least $10,000,000.

  The sales and issuances of securities in the transactions described in
paragraphs (a) and (c) and the exercise of stock options referred to in
paragraph (m) above were deemed to be exempt from registration under the
Securities Act by virtue of Rule 701 promulgated thereunder in that they were
offered and sold either pursuant to a written compensatory benefit plan or
pursuant to a written contract relating to compensation, as provided by Rule
701.

  The sales and issuances of securities in the transactions described in
paragraph (b) and paragraphs (d) through (k) and (m) through (r) above were
deemed to be exempt from registration under the Securities Act by virtue of
Section 4(2) as transactions by an issuer not involving any public offering.
The purchasers in each case represented their intention to acquire the
securities for investment only and not with a view to the distribution
thereof. Appropriate legends are affixed to the stock certificates issued in
such transactions. Similar legends were imposed in connection with any
subsequent sales of any such securities. All recipients either received
adequate information about the Registrant or had access, through employment or
other relationships, to such information.

Item 16. Exhibits And Financial Statement Schedules

  (a) Exhibits
Exhibit No.                             Description
 -----------                             -----------
*1.1       Form of Underwriting Agreement.

   3.1       Amended and Restated Certificate of Incorporation of the
             Registrant as currently in effect.

   3.2       Form of Amended and Restated Certificate of Incorporation to be in
             effect immediately upon the closing of the offering.
II-4
Exhibit No.                             Description
 -----------                             -----------
3.3       Bylaws of the Registrant as currently in effect.

   3.4       Amended and Restated Bylaws of the Registrant to be in effect
             immediately following the closing of the Offering.

   4.1       Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.

  *4.2       Specimen Common Stock Certificate.

   4.3       Eighth Amended and Restated Investor Rights Agreement between the
             Registrant and certain investors dated July 21, 1999.

  *5.1       Opinion of Cooley Godward LLP.

  10.1       Form of Indemnification Agreement between the Registrant and its
             officers and directors.

  10.2       Registrant's 1999 Equity Incentive Plan and related documents.

  10.3       Registrant's Amended and Restated 1997 Equity Incentive Plan and
             related documents.

  10.4       Registrant's 1999 Employee Stock Purchase Plan and related
             documents.

  10.5       Registrant's 1999 Non-Employee Directors' Stock Option Plan and
             related documents.

 +10.6       Hard Disk Drive Supply Agreement between Quantum Corporation and
             the Registrant dated November 6, 1998.

 +10.7       Master Agreement between Philips Business Electronics B.V. and the
             Registrant dated March 31, 1999.

 +10.8       Marketing Agreement between DIRECTV, Inc. and the Registrant dated
             April 13, 1999.

 +10.9       Agreement between NBC Multimedia, Inc. and the Registrant dated
             April 16, 1999.

  10.10      Sublease Agreement between Verity, Inc. and the Registrant dated
             February 23, 1998.

  10.11      Amendment to Sublease Agreement between Verity, Inc. and the
             Registrant dated November 1998.

  10.12      Second Amendment to Sublease Agreement between Verity, Inc. and
             the Registrant dated March 1999.

  10.13      Consent of Landlord to Sublease between Verity, Inc. and the
             Registrant dated February 23, 1998.

  10.14      Loan and Security Agreement between Silicon Valley Bank and the
             Registrant dated December 15, 1997.

  10.15      Master Lease Agreement between Comdisco, Inc. and the Registrant
             dated February 12, 1999.

 +10.16      Warrant Purchase and Equity Rights Agreement between Quantum
             Corporation and the Registrant dated November 6, 1998 and related
             documents.

  10.17      Warrant to Purchase Shares of Series A Preferred Stock issued to
             Randy Komisar dated March 18, 1998.

  10.18      Warrant Agreement between Comdisco, Inc. and the Registrant dated
             February 12, 1999.

  10.19      Secured Convertible Debenture Purchase Agreement between the
             Registrant and certain of its investors dated April 8, 1999, and
             related documents.

  10.20      First Amendment to Hard Disk Supply Agreement between Quantum and
             the Registrant dated June 25, 1999.

  10.21      Registrant's 401(k) Plan effective December 1, 1997.
II-5
Exhibit No.                           Description
 -----------                           -----------
+10.22      Tribune Media Services Television Listing Agreement between
             Tribune Media Services and the Registrant dated June 1, 1998.

 +10.23      Amendment to the Data License Agreement between Teleworld Inc.,
             and Tribune Media Services, Inc. between Tribune Media Services
             and the Registrant dated November 10, 1998.

  23.1       Consent of Arthur Andersen LLP.

 *23.2       Consent of Cooley Godward LLP (included in Exhibit 5.1).

  24.1       Power of Attorney (included on signature page).

  27.1       Financial Data Schedule.
-----------------------
+ Portions of this exhibit have been omitted pursuant to a request for
  confidential treatment. Such portions have been filed separately with the
  Commission.
* To be filed by amendment.

  (b) Financial Statement Schedules

  Schedules are omitted because they are not applicable, or because the
information is included in the Financial Statements or the Notes thereto.

Item 17. Undertakings

  A. The Registrant hereby undertakes to provide to the underwriters at the
closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

  B. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

  C. The Registrant hereby undertakes that:

    (1) For purposes of determining any liability under the Securities Act,
  the information omitted from the form of prospectus filed as part of this
  registration statement in reliance upon Rule 430A and contained in a form
  of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Securities Act shall be deemed to be part of this
  registration statement as of the time it was declared effective.

    (2) For purposes of determining any liability under the Securities Act,
  each post-effective amendment that contains a form of prospectus shall be
  deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.

                                     II-6
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, Registrant has
duly caused this Registration Statement to be signed on its behalf, by the
undersigned, thereunto duly authorized, in the City of Sunnyvale, County of
Santa Clara, State of California, on July 22, 1999.

                                          TiVo Inc.

                                          By:       /s/ Michael Ramsay
                                            ___________________________________
                                             Michael Ramsay
                                             President, Chief Executive
                                             Officer and Chairman of the Board

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael Ramsay and David H. Courtney, and each
of them, his attorneys-in-fact, each with the power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to sign any registration statement for the same offering
covered by this Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto in all 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 act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents or any of
them, or his or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof. Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature                          Title                   Date
              ---------                          -----                   ----
/s/ Michael Ramsay             President, Chief Executive    July 22, 1999
______________________________________  Officer, and Chairman of
   Michael Ramsay                       the Board (Principal
                                        Executive Officer)

       /s/ David H. Courtney           Vice President of Finance     July 22, 1999
______________________________________  and Chief Financial
  David H. Courtney                     Officer (Principal
                                        Financial and Accounting
                                        Officer)

         /s/ James Barton              Vice President of Research    July 22, 1999
______________________________________  and Development, Chief
    James Barton                        Technical Officer and
                                        Director
II-7
Signature                          Title                   Date
              ---------                          -----                   ----
/s/ Geoffrey Y. Yang            Director                      July 22, 1999
______________________________________
   Geoffrey Y. Yang

         /s/ Stewart Alsop             Director                      July 22, 1999
______________________________________
   Stewart Alsop

         /s/ Randy Komisar             Director                      July 22, 1999
______________________________________
    Randy Komisar

       /s/ Larry N. Chapman            Director                      July 22, 1999
______________________________________
   Larry N. Chapman

       /s/ Thomas S. Rogers            Director                      July 22, 1999
______________________________________
   Thomas S. Rogers

       /s/ Michael J. Homer            Director                      July 22, 1999
______________________________________
   Michael J. Homer
II-8
INDEX TO EXHIBITS
Exhibit No.                             Description
 -----------                             -----------
*1.1       Form of Underwriting Agreement.

   3.1       Amended and Restated Certificate of Incorporation of the
             Registrant as currently in effect.

   3.2       Form of Amended and Restated Certificate of Incorporation to be in
             effect immediately upon the closing of the offering.

   3.3       Bylaws of the Registrant as currently in effect.

   3.4       Amended and Restated Bylaws of the Registrant to be in effect
             immediately following the closing of the Offering.

   4.1       Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.

  *4.2       Specimen Common Stock Certificate.

   4.3       Eighth Amended and Restated Investor Rights Agreement between the
             Registrant and certain investors dated July 21, 1999.

  *5.1       Opinion of Cooley Godward LLP.

  10.1       Form of Indemnification Agreement between the Registrant and its
             officers and directors.

  10.2       Registrant's 1999 Equity Incentive Plan and related documents.

  10.3       Registrant's Amended and Restated 1997 Equity Incentive Plan and
             related documents.

  10.4       Registrant's 1999 Employee Stock Purchase Plan and related
             documents.

  10.5       Registrant's 1999 Non-Employee Directors' Stock Option Plan and
             related documents.

 +10.6       Hard Disk Drive Supply Agreement between Quantum Corporation and
             the Registrant dated November 6, 1998.

 +10.7       Master Agreement between Philips Business Electronics B.V. and the
             Registrant dated March 31, 1999.

 +10.8       Marketing Agreement between DIRECTV, Inc. and the Registrant dated
             April 13, 1999.

 +10.9       Agreement between NBC Multimedia, Inc. and the Registrant dated
             April 16, 1999.

  10.10      Sublease Agreement between Verity, Inc. and the Registrant dated
             February 23, 1998.

  10.11      Amendment to Sublease Agreement between Verity, Inc. and the
             Registrant dated November 1998.

  10.12      Second Amendment to Sublease Agreement between Verity, Inc. and
             the Registrant dated March 1999.

  10.13      Consent of Landlord to Sublease between Verity, Inc. and the
             Registrant dated February 23, 1998.

  10.14      Loan and Security Agreement between Silicon Valley Bank and the
             Registrant dated December 15, 1997.

  10.15      Master Lease Agreement between Comdisco, Inc. and the Registrant
             dated February 12, 1999.

 +10.16      Warrant Purchase and Equity Rights Agreement between Quantum
             Corporation and the Registrant dated November 6, 1998 and related
             documents.
Exhibit No.                            Description
 -----------                            -----------
10.17      Warrant to Purchase Shares of Series A Preferred Stock issued to
             Randy Komisar dated March 18, 1998.

  10.18      Warrant Agreement between Comdisco, Inc. and the Registrant dated
             February 12, 1999.

  10.19      Secured Convertible Debenture Purchase Agreement between the
             Registrant and certain of its investors dated April 8, 1999, and
             related documents.

  10.20      First Amendment to Hard Disk Supply Agreement between Quantum and
             the Registrant dated June 25, 1999.

  10.21      Registrant's 401(k) Plan effective December 1, 1997.
 +10.22      Tribune Media Services Television Listing Agreement between
             Tribune Media Services and the Registrant dated June 1, 1998.

 +10.23      Amendment to the Data License Agreement between Teleworld Inc.,
             and Tribune Media Services, Inc. between Tribune Media Services
             and the Registrant dated November 10, 1998.

  23.1       Consent of Arthur Andersen LLP.

 *23.2       Consent of Cooley Godward LLP (included in Exhibit 5.1).

  24.1       Power of Attorney (included on signature page).

  27.1       Financial Data Schedule.
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+ Portions of this exhibit have been omitted pursuant to a request for
  confidential treatment. Such portions have been filed separately with the
  Commission.
* To be filed by amendment