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N E T F L I X I N C

F O R M 1 0 - K



Table of Contents


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

For the fiscal year ended December 31, 2011
OR

For the transition period from to
Commission File Number: 000-49802

Netflix, Inc.
(Exact name of Registrant as specified in its charter)

100 Winchester Circle
Los Gatos, California 95032
(Address and zip code of principal executive offices)
(408) 540-3700
(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files. Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes No
As of June 30, 2011, the aggregate market value of voting stock held by non-affiliates of the registrant, based upon the closing sales price
for the registrant’s common stock, as reported in the NASDAQ Global Select Market System, was $13,428,994,404. Shares of common stock
beneficially owned by each executive officer and director of the Registrant and by each person known by the Registrant to beneficially own


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Delaware 77-0467272
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

Title of each class Name of Exchange on which registered
Common stock, $0.001 par value The NASDAQ Stock Market LLC

Large accelerated filer
Accelerated filer Non-accelerated filer
Smaller reporting company


(do not check if smaller
reporting company)
10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for any other purpose.
As of January 31, 2012, there were 55,418,632 shares of the registrant’s common stock, par value $0.001, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the registrant’s Proxy Statement for Registrant’s 2012 Annual Meeting of Stockholders are incorporated by reference into Part III
of this Annual Report on Form 10-K.



Table of Contents
NETFLIX, INC.
TABLE OF CONTENTS

Page
PART I
Item 1. Business 1
Item 1A. Risk Factors 4
Item 1B. Unresolved Staff Comments 18
Item 2. Properties 19
Item 3. Legal Proceedings 19
Item 4. Mine Safety Disclosure 19
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 20
Item 6. Selected Financial Data 22
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 39
Item 8. Financial Statements and Supplementary Data 40
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 40
Item 9A. Controls and Procedures 41
Item 9B. Other Information 41
PART III
Item 10. Directors, Executive Officers and Corporate Governance 42
Item 11. Executive Compensation 42
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 42
Item 13. Certain Relationships and Related Transactions and Director Independence 42
Item 14. Principal Accounting Fees and Services 42
PART IV
Item 15. Exhibits and Financial Statement Schedules 43
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PART I
Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These forward-
looking statements include, but are not limited to, statements regarding: our core strategy; the growth of Internet delivery of content; the
growth in our streaming subscriptions and the decline in our DVD subscriptions; the market opportunity for streaming content; our advantage
of focus within the subscription segment of the entertainment video market; contribution margin; liquidity; revenues; net income; impacts
relating to our pricing strategy; our content library investments; significance of future contractual obligations; and international expansion.
These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ. A detailed
discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking
statements is included throughout this filing and particularly in Item 1A: “Risk Factors” section set forth in this Annual Report on Form 10-K.
All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no
obligation to revise or publicly release any revision to any such forward-looking statement, except as may otherwise be required by law.

About us
Netflix Inc. (“Netflix”, “the Company”, “we”, or “us”) is the world’s leading Internet subscription service for enjoying TV shows and
movies. Our subscribers can instantly watch unlimited TV shows and movies streamed over the Internet to their TVs, computers and mobile
devices and in the United States, our subscribers can receive standard definition DVDs, and their high definition successor, Blu-ray discs
(collectively referred to as “DVD”), delivered quickly to their homes.
Our core strategy is to grow our streaming subscription business domestically and globally. We are continuously improving the customer
experience, with a focus on expanding our streaming content, enhancing our user interface and extending our streaming service to even more
Internet-connected devices, while staying within the parameters of our consolidated net income and operating segment contribution profit
targets. In the past, we have focused on operating margin targets. Going forward, we will be operating within the parameters of contribution
profit targets for each of our operating segments. Contribution profit is defined as revenue less cost of revenues and marketing expenses.
We are a pioneer in the Internet delivery of TV shows and movies, launching our streaming service in 2007. Since this launch, we have
developed an ecosystem of Internet-connected devices and have licensed increasing amounts of content that enable consumers to enjoy TV
shows and movies directly on their TVs, computers and mobile devices. As a result of these efforts, we have experienced growing consumer
acceptance of and interest in the delivery of TV shows and movies directly over the Internet. We believe that the DVD portion of our domestic
service will be a fading differentiator to our streaming success.
Prior to July 2011, in the United States, our streaming and DVD-by-mail operations were combined and subscribers could receive both
streaming content and DVDs under a single “hybrid” plan. In July 2011, we introduced DVD only plans and separated the combined plans,
making it necessary for subscribers who wish to receive both DVDs-by-mail and streaming content to have two separate subscription plans.
This resulted in a price increase for our members who were taking a combination of our unlimited DVDs-by-mail and unlimited streaming
services. We made a subsequent announcement during the third quarter of 2011 concerning the rebranding of our DVD-by-mail service and the
separation of the DVD-by-mail and streaming websites. The consumer reaction to the price change, and to a lesser degree, the branding
announcement, was very negative, leading to significant customer cancellations. We subsequently retracted our plans to rebrand our DVD-by-
mail service and separate the DVD-by-mail and streaming websites.

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Item 1. Business
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In September 2010, we began international operations by offering our streaming service in Canada. In September 2011, we expanded our
streaming service to Latin America and the Caribbean. In January 2012, we launched our streaming service in the UK and Ireland. We
anticipate significant contribution losses in the International streaming segment in 2012. Until we reach our goal of global profitability, we do
not intend to launch additional international markets.
Competition
The market for entertainment video is intensely competitive and subject to rapid change. New competitors may be able to launch new
businesses at relatively low cost. Many consumers maintain simultaneous relationships with multiple entertainment video providers and can
easily shift spending from one provider to another. Our principal competitors include:




Operations
We obtain content from various studios and other content providers through streaming content license agreements, DVD direct purchases
and DVD revenue sharing agreements. We market our service through various channels, including online advertising, broad-based media, such
as television and radio, as well as various strategic partnerships. In connection with marketing the service, we offer free-trial memberships to
new members. Rejoining members are an important source of subscriber additions. We utilize the services of third-party cloud computing
providers, more specifically, Amazon Web Services, as well as content delivery networks such as Level 3 Communications, to help us
efficiently stream TV shows and movies. We also ship and receive DVDs in the United States from a nationwide network of shipping centers.
Segments
Beginning with the fourth quarter of 2011, the Company has three operating segments: Domestic streaming, International streaming and
Domestic DVD. The Domestic and International streaming segments derive revenue from monthly subscription services consisting solely of
streaming content. The Domestic DVD segment derives revenue from monthly subscription services consisting solely of DVD-by-mail. For
additional information regarding our segments, see Note 10 of Item 8, Financial Statements and Supplementary Data .
Seasonality
Our subscriber growth exhibits a seasonal pattern that reflects variations in when consumers buy Internet-connected devices and when
they tend to increase video watching. As a consequence, subscriber growth is generally greatest in our fourth and first quarters (October
through March), slowing in our second quarter (April through June) and then accelerating in our third quarter (July through September).
Additionally, the variable expenses associated with shipments of DVDs are impacted by the seasonal nature of DVD usage.
Intellectual Property
We regard our trademarks, service marks, copyrights, patents, domain names, trade dress, trade secrets, proprietary technologies and
similar intellectual property as important to our success. We use a combination of

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Multichannel video programming distributors (MVPDs) with free TV Everywhere applications such as HBO GO or Showtime
Anytime in the US and SkyGo or BBC iPlayer in the UK and VOD (video-on-demand) content including cable providers, such as
Time Warner and Comcast; direct broadcast satellite providers, such as DIRECTV and Echostar; and telecommunication providers
such as AT&T and Verizon;



“Over-the-top” Internet movie and TV content providers, such as Apple’s iTunes, Amazon.com’s Prime Video, Hulu.com and Hulu
Plus, LOVEFiLM and Google’s YouTube;


DVD rental outlets and kiosk services, such as Blockbuster and Redbox;


Entertainment video retailers, such as Best Buy, Wal-Mart and Amazon.com.
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patent, trademark, copyright and trade secret laws and confidential agreements to protect our proprietary intellectual property. Our ability to
protect and enforce our intellectual property rights is subject to certain risks and from time to time we encounter disputes over rights and
obligations concerning intellectual property. We cannot provide assurance that we will prevail in any intellectual property disputes.
Employees
As of December 31, 2011, we had 2,348 full-time employees. We also utilize part-time and temporary employees, primarily in our DVD
fulfillment operations, to respond to the fluctuating demand for DVD shipments. Our use of temporary employees has decreased significantly
due to decreased DVD shipments in 2011, as well as increased automation of our shipment centers. As of December 31, 2011, we had 579 part-
time and temporary employees. Our employees are not covered by a collective bargaining agreement, and we consider our relations with our
employees to be good.
Other information
We were incorporated in Delaware in August 1997 and completed our initial public offering in May 2002. Our principal executive offices
are located at 100 Winchester Circle, Los Gatos, California 95032, and our telephone number is (408) 540-3700.
We maintain a Web site at www.netflix.com . The contents of our Web site are not incorporated in, or otherwise to be regarded as part of,
this Annual Report on Form 10-K. In this Annual Report on Form 10-K, “Netflix,” the “Company,” “we,” “us,” “our” and the “registrant” refer
to Netflix, Inc.
Our investor relations Web site is located at http://ir.netflix.com. We use our investor relations Web site as a means of disclosing material
non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor this
portion of the Netflix Web site, in addition to following press releases, SEC filings and public conference calls and webcasts. We also make
available, free of charge, on our investor relations Web site under “SEC Filings,” our Annual Reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or
furnishing those reports to the Securities and Exchange Commission.

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If any of the following risks actually occurs, our business, financial condition and results of operations could be harmed. In that case, the
trading price of our common stock could decline, and you could lose all or part of your investment.
Risks Related to Our Business
If our efforts to attract and retain subscribers are not successful, our business will be adversely affected.
We have experienced significant subscriber growth over the past several years. Our ability to continue to attract subscribers will depend
in part on our ability to consistently provide our subscribers with a valuable and quality experience for selecting and viewing TV shows and
movies. Furthermore, the relative service levels, content offerings, pricing and related features of competitors to our service may adversely
impact our ability to attract and retain subscribers. Competitors include MVPDs with free TV Everywhere and VOD content, Internet movie
and TV content providers, including both those that provide legal and illegal (or pirated) entertainment video content, DVD rental outlets and
kiosk services and entertainment video retail stores. If consumers do not perceive our service offering to be of value, or if we introduce new or
adjust existing services that are not favorably received by them, we may not be able to attract subscribers. In addition, many of our subscribers
are rejoining our service or originate from word-of-mouth advertising from existing subscribers. If our efforts to satisfy our existing subscribers
are not successful, we may not be able to attract subscribers, and as a result, our ability to maintain and/or grow our business will be adversely
affected. Subscribers cancel their subscription to our service for many reasons, including a perception that they do not use the service
sufficiently, the need to cut household expenses, availability of content is limited, DVD delivery takes too long, competitive services provide a
better value or experience and customer service issues are not satisfactorily resolved. We must continually add new subscribers both to replace
subscribers who cancel and to grow our business beyond our current subscriber base. If too many of our subscribers cancel our service, or if we
are unable to attract new subscribers in numbers sufficient to grow our business, our operating results will be adversely affected. If we are
unable to successfully compete with current and new competitors in both retaining our existing subscribers and attracting new subscribers, our
business will be adversely affected. Further, if excessive numbers of subscribers cancel our service, we may be required to incur significantly
higher marketing expenditures than we currently anticipate to replace these subscribers with new subscribers.
If we are unable to compete effectively, our business will be adversely affected.
The market for entertainment video is intensely competitive and subject to rapid change. New technologies and evolving business models
for delivery of entertainment video continue to develop at a fast pace. The growth of Internet-connected devices, including TVs, computers and
mobile devices has increased the consumer acceptance of Internet delivery of entertainment video. Through these new and existing distribution
channels, consumers are afforded various means for consuming entertainment video. The various economic models underlying these differing
means of entertainment video delivery include subscription, pay-per-view, ad-supported and piracy-based models. All of these have the
potential to capture meaningful segments of the entertainment video market. Several competitors have longer operating histories, larger
customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. They may secure better
terms from suppliers, adopt more aggressive pricing and devote more resources to technology, fulfillment, and marketing. New entrants may
enter the market with unique service offerings or approaches to providing entertainment video and other companies also may enter into
business combinations or alliances that strengthen their competitive positions. If we are unable to successfully or profitably compete with
current and new competitors, programs and technologies, our business will be adversely affected, and we may not be able to increase or
maintain market share, revenues or profitability.

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Item 1A. Risk Factors
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If we are unable to continue to recover from the negative consumer reaction to our price change and other announcements made
during the third quarter of 2011, our business will be adversely affected.
In the third quarter of 2011, we made a series of announcements regarding our business, including the separation of our unlimited DVD-
by-mail and unlimited streaming plans with a corresponding price change for some of our customers, the rebranding of our DVD-by-mail
service, and the subsequent retraction of our plans to rebrand our DVD-by-mail service. Consumers reacted negatively to these announcements,
adversely impacting our brand and resulting in higher than expected customer cancellations. These adverse effects, coupled with the
increasingly long-term and fixed-cost nature of our content acquisition licenses, will likely continue to have an adverse impact on our results of
operations. While we have seen a return to growth in our core domestic streaming segment, we believe the process of repairing our brand will
take time. If we are unable to continue to repair the damage to our brand, our results of operations, including cash flow, will be adversely
affected.
Changes in consumer viewing habits, including more widespread usage of TV Everywhere, VOD or other similar on demand methods
of entertainment video consumption could adversely affect our business.
The manner in which consumers view entertainment video is changing rapidly. Digital cable, wireless and Internet content providers are
continuing to improve technologies, content offerings, user interface, and business models that allow consumers to access entertainment video-
on-demand with interactive capabilities including start, stop and rewind. The devices through which entertainment video can be consumed are
also changing rapidly. Today, content from cable service providers may be viewed on laptops and content from Internet content providers may
be viewed on TVs. Although we provide our own Internet-based delivery of content allowing our subscribers to stream certain TV shows and
movies to their Internet-connected televisions and other devices, if other providers of entertainment video address the changes in consumer
viewing habits in a manner that is better able to meet content distributor and consumer needs and expectations, our business could be adversely
affected.
If we are not able to manage our growth, our business could be adversely affected.
We are currently engaged in an effort to expand our operations internationally, grow our streaming service with new content and across
more devices, as well as continue to operate our DVD service within the United States. Many of our systems and operational practices were
implemented when we were at a smaller scale of operations and we are undertaking efforts to migrate the vast majority of our systems (other
than DVD-related) to cloud-based processors. As we undertake all these changes, if we are not able to manage the growing complexity of our
business, including improving, refining or revising our systems and operational practices, our business may be adversely affected.
If the market segment for consumer paid commercial free Internet streaming of TV shows and movies saturates, our business will be
adversely affected.
The market segment for consumer paid commercial free Internet streaming of TV shows and movies has grown significantly. Much of the
increasing growth can be attributed to the ability of our subscribers to stream TV shows and movies on their TVs, computers and mobile
devices. A decline in our rate of growth could indicate that the market segment for online subscription-based entertainment video is beginning
to saturate. While we believe that this segment will continue to grow for the foreseeable future, if this market segment were to saturate, our
business would be adversely affected.
If our efforts to build strong brand identity and improve subscriber satisfaction and loyalty are not successful, we may not be able to
attract or retain subscribers, and our operating results may be adversely affected.
We must continue to build and maintain strong brand identity. We believe that strong brand identity will be important in attracting
subscribers who may have a number of choices from which to obtain entertainment video.

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If our efforts to promote and maintain our brand are not successful, our operating results and our ability to attract subscribers may be adversely
affected. From time to time, our subscribers express dissatisfaction with our service, including among other things, our title availability,
inventory allocation, delivery processing and service interruptions. Furthermore, third-party devices that enable instant streaming of TV shows
and movies from Netflix may not meet consumer expectations. To the extent dissatisfaction with our service is widespread or not adequately
addressed, our brand may be adversely impacted and our ability to attract and retain subscribers may be adversely affected. With respect to our
planned international expansion, we will also need to establish our brand and to the extent we are not successful, our business in new markets
would be adversely impacted.
If we are unable to manage the mix of subscriber acquisition sources, our subscriber levels and marketing expenses may be adversely
affected.
We utilize a broad mix of marketing programs to promote our service to potential new subscribers. We obtain new subscribers through
our online marketing efforts, including paid search listings, banner ads, text links and permission-based e-mails, as well as our active affiliate
program. We also engage our consumer electronics partners to generate new subscribers for our service. In addition, we have engaged in
various offline marketing programs, including TV and radio advertising, direct mail and print campaigns, consumer package and mailing
insertions. We also acquire a number of subscribers who rejoin our service having previously cancelled their membership. We maintain an
active public relations program to increase awareness of our service and drive subscriber acquisition. We opportunistically adjust our mix of
marketing programs to acquire new subscribers at a reasonable cost with the intention of achieving overall financial goals. If we are unable to
maintain or replace our sources of subscribers with similarly effective sources, or if the cost of our existing sources increases, our subscriber
levels and marketing expenses may be adversely affected.
If we are unable to continue using our current marketing channels, our ability to attract new subscribers may be adversely affected.
We may not be able to continue to support the marketing of our service by current means if such activities are no longer available to us,
become cost prohibitive or are adverse to our business. If companies that currently promote our service decide that we are negatively impacting
their business, that they want to compete more directly with our business or enter a similar business or decide to exclusively support our
competitors, we may no longer be given access to such marketing channels. In addition, if ad rates increase, we may curtail marketing expenses
or otherwise experience an increase in our marketing costs. Laws and regulations impose restrictions on the use of certain channels, including
commercial e-mail and direct mail. We may limit or discontinue use or support of e-mail and other activities if we become concerned that
subscribers or potential subscribers deem such activities intrusive, which could affect our goodwill or brand. If the available marketing
channels are curtailed, our ability to attract new subscribers may be adversely affected.
The increasingly long-term and fixed-cost nature of our content acquisition licenses may adversely affect our financial condition and
future financial results.
In connection with obtaining content, particularly for streaming content, we typically enter into multi-year, fixed-fee licenses with studios
and other distributors. Such contractual commitments are detailed in the Contractual Obligations section of Item 7 Management’s Discussion
and Analysis of Financial Condition and Results of Operations . Furthermore, we plan on increasing the level of committed content licensing in
anticipation of our service and subscriber base growing. To the extent subscriber and/or revenue growth do not meet our expectations, our
liquidity and results of operations could be adversely affected as a result of these content licensing commitments and our flexibility in planning
for, or reacting to changes in our business and the market segments in which we operate could be limited.

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If we become subject to liability for content that we distribute through our service, our results of operations would be adversely
affected.
As a distributor of content, we face potential liability for negligence, copyright, patent or trademark infringement or other claims based on
the nature and content of materials that we distribute. We also may face potential liability for content uploaded from our users in connection
with our community-related content or movie reviews. If we become liable, then our business may suffer. Litigation to defend these claims
could be costly and the expenses and damages arising from any liability could harm our results of operations. We cannot assure that we are
insured or indemnified to cover claims of these types or liability that may be imposed on us.
If studios and other content distributors refuse to license streaming content to us upon acceptable terms, our business could be
adversely affected.
Streaming content over the Internet involves the licensing of rights which are separate from and independent of the rights we acquire
when obtaining DVD content. Our ability to provide our subscribers with content they can watch instantly therefore depends on studios and
other content distributors licensing us content specifically for Internet delivery. The license periods and the terms and conditions of such
licenses vary. If the studios and other content distributors change their terms and conditions or are no longer willing or able to license us
content, our ability to stream content to our subscribers will be adversely affected. Unlike DVD, streaming content is not subject to the First
Sale Doctrine. As such, we are completely dependent on the studio or other content distributor to license us content in order to access and
stream content. Many of the licenses provide for the studios or other content distributor to withdraw content from our service relatively quickly.
Because of these provisions as well as other actions we may take, content available through our service can be withdrawn on short notice. In
addition, the studios and other content distributors have great flexibility in licensing content. They may elect to license content exclusively to a
particular provider or otherwise limit the types of services that can deliver streaming content. For example, HBO licenses content from studios
like Warner Bros. and the license provides HBO with the exclusive right to such content against other subscription services, including Netflix.
As such, Netflix cannot license certain Warner Bros. content for delivery to its subscribers while Warner Bros. may nonetheless license the
same content to transactional VOD providers. If we are unable to secure and maintain rights to streaming content or if we cannot otherwise
obtain such content upon terms that are acceptable to us, our ability to stream TV shows and movies to our subscribers will be adversely
impacted, and our subscriber acquisition and retention could also be adversely impacted. As streaming content license agreements expire, we
must renegotiate new terms which may not be favorable to us. If this happens, the cost of obtaining content could increase and our margins
may be adversely affected. As we grow, we are able to spend an increasingly larger amount for the licensing of streaming content. We believe
that the streaming content we make available to our subscribers is sufficiently diversified, such that we will not be forced to pay licensing fees
for content in excess of our desired contribution profit targets. We believe that any failure to secure content will manifest in lower subscriber
acquisition and retention and not in materially reduced margins. Given the multiple-year duration and largely fixed nature of content licenses, if
we do not experience subscriber acquisition and retention as forecasted, our margins may be impacted by these fixed content licensing costs.
For example, as a result of events over the past several months, we have experienced slower growth than anticipated and our margins have been
negatively impacted. During the course of our license relationship, various contract administration issues can arise. To the extent that we are
unable to resolve any of these issues in an amicable manner, our relationship with the studios and other content distributors or our access to
content may be adversely impacted.
We rely upon a number of partners to offer instant streaming of content from Netflix to various devices.
We currently offer subscribers the ability to receive streaming content through their PCs, Macs and other Internet-connected devices,
including Blu-ray players and TVs, digital video players, game consoles and mobile devices. We intend to continue to broaden our capability to
instantly stream TV shows and movies to other platforms and partners over time. If we are not successful in maintaining existing and creating
new relationships, or if we encounter technological, content licensing or other impediments to our streaming content, our ability to grow our
business could be adversely impacted. Our agreements with our consumer electronics partners are

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typically between one and three years in duration and our business could be adversely affected if, upon expiration, a number of our partners do
not continue to provide access to our service or are unwilling to do so on terms acceptable to us. Furthermore, devices are manufactured and
sold by entities other than Netflix and while these entities should be responsible for the devices’ performance, the connection between these
devices and Netflix may nonetheless result in consumer dissatisfaction toward Netflix and such dissatisfaction could result in claims against us
or otherwise adversely impact our business. In addition, technology changes to our streaming functionality may require that partners update
their devices. If partners do not update or otherwise modify their devices, our service and our subscribers’ use and enjoyment could be
negatively impacted.
If subscriptions to our domestic DVD segment decline faster than anticipated, our business could be adversely affected
The number of subscriptions to our DVD-by-mail offering declined significantly following our price change. We anticipate that this
decline will continue. We believe, however, that the domestic DVD business will continue to generate significant contribution profit for our
business. In addition, we believe that DVD will be a valuable consumer proposition and studio profit center for the next several years, even as
DVD sales decline. The contribution profit generated by our domestic DVD business will help provide capital resources to fund losses arising
from our growth internationally. To the extent that the rate of decline in our DVD-by-mail business is greater than we anticipate, our business
could be adversely affected. Because we are primarily focused on building a global streaming service, the resources allocated to maintaining
DVD operations and the level of management focus on our DVD business are limited. To the extent that we experience degradation in service
in our DVD-by-mail business, subscribers’ satisfaction with our service could be negatively impacted and we could experience an increase in
cancellations, which could adversely impact our business.
If U.S. Copyright law were altered to amend or eliminate the First Sale Doctrine or if studios were to release or distribute titles on
DVD in a manner that attempts to circumvent or limit the effects of the First Sale Doctrine, our business could be adversely affected.
Under U.S. Copyright Law, once a copyright owner sells a copy of his work, the copyright owner relinquishes all further rights to sell or
otherwise dispose of that copy. While the copyright owner retains the underlying copyright to the expression fixed in the work, the copyright
owner gives up his ability to control the fate of the work once it had been sold. As such, once a DVD is sold into the market, those obtaining
the DVD are permitted to re-sell it, rent it or otherwise dispose of it. If Congress or the courts were to change or substantially limit this First
Sale Doctrine, our ability to obtain content and then rent it could be adversely affected. By way of example, the Court of Appeals for the 9th
Circuit has ruled that the First Sale Doctrine did not apply to sales of software that contained contractual limitations on resales. To the extent
such a ruling were extended to DVD sales, our ability to obtain content for subsequent rental could be adversely impacted. Likewise, if content
providers agree to limit the sale or distribution of their content in ways that try to limit the effects of the First Sale Doctrine, our business could
be adversely affected. For example, we have entered into agreements with several studios to delay the availability of new release DVDs for
rental for a period of time following the DVDs release to the retail market and, in connection therewith, these studios have prohibited certain of
their wholesalers from selling DVDs to us prior to such availability. Furthermore, certain content owners, from time to time, have established
exclusive rental windows with particular outlets. This happened in late 2006 and again in late 2007 when Blockbuster announced arrangements
with certain content owners pursuant to which Blockbuster would receive content on DVDs for rental exclusively by Blockbuster. To the extent
content is to be distributed exclusively and not to retail vendors or distributors, we could be prevented from obtaining such content, and those
of our competitors who access such content could enjoy a corresponding competitive advantage. To the extent the content is also sold to retail
vendors or distributors, under current law, we would not be prohibited from obtaining and renting such content pursuant to the First Sale
Doctrine. Nonetheless, to the extent content owners do not distribute to us directly or through their wholesalers or otherwise establish exclusive
rental windows, it will impact our ability to obtain such content in the most efficient manner and, in some cases, in

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sufficient quantity to satisfy demand. If such arrangements were to become more commonplace or if additional impediments to obtaining
content were created, our ability to obtain content could be impacted and our business could be adversely affected.
Increased availability of new releases to other distribution channels prior to, or on parity with, the release on DVD, coupled with
delayed availability of such DVDs through our service, could adversely affect our business.
DVDs currently enjoy a competitive advantage over certain other distribution channels, such as pay-per-view and some types of VOD
distribution, because of the early distribution window on the DVD format. The window for new releases on DVD is generally exclusive against
and earlier than certain other forms of non-theatrical movie distribution, such as pay-per-view, regular (“non-premium”) VOD, SVOD,
premium pay TV, and other forms of TV exploitation. The length and exclusivity of each window for each distribution channel are determined
solely by the studio releasing the title. Over the past several years, we have seen distributors adjust and experiment with the traditional
distribution channels and timing. For example, certain other forms of non-theatrical distribution have been developed for certain new movie
releases, resulting in their non-theatrical availability prior to and during the DVD window. In addition, the major studios have shortened certain
release windows and/or have increasingly made new release movies available on VOD simultaneously or prior to the release on DVD e.g. via
“premium VOD”, and in a limited number of instances, simultaneously with theatrical release. If other distribution channels were to receive
priority over, or parity with, the DVD window, coupled with delayed availability of such DVD through our service, subscriber’s perception of
value in our service could decrease and our business could be adversely affected. Further, as these distribution channels shift, our relative
position to them, either in DVD or streaming, may impact our subscribers’ perception of or value in our service and our business could be
adversely affected.
Delayed availability of new release DVDs for rental could adversely affect our business.
Our licensing agreements with several studios require that we do not rent new release DVDs until some period of time after such DVDs
are first made available for retail sale. These agreements provide us with less expensive content as well as deeper copy depth than we might
otherwise have absent the delay, thus improving both our business and consumer experience. While several competitors have used the delayed
availability of DVD content through our service to differentiate their own services, we do not believe that this delayed availability has
materially impacted our subscriber growth or satisfaction. Nonetheless, it is possible that the delay in obtaining new release content could
impact consumer perception of our service or otherwise negatively impact subscriber satisfaction. Furthermore, in January 2012, Warner Home
Entertainment announced it was increasing the period of delay to fifty-six days. If other studios were to increase the period of delay and /or if
our subscriber satisfaction is negatively impacted by this increase in the Warner delay, our business could be adversely impacted.
We could be subject to increased costs arising from our acquisition of DVD content and our subscribers’ demand for DVD titles that
could adversely affect our operations and financial performance.
We obtain DVDs through a mix of revenue sharing agreements and direct purchases. The type of agreement we utilize to acquire DVD
content depends on the economic terms we can negotiate as well as studio preferences. If we are unable to negotiate favorable terms to acquire
the DVDs, our contribution profits may be adversely affected. Furthermore, during the course of our agreements, various contract
administration issues can arise. To the extent that we are unable to resolve any of these issues in an amicable manner, our relationship with the
studios and distributors or our access to content may be adversely impacted. Direct purchase of DVDs requires us to be able to accurately
forecast demand in order to ensure that we have enough copies of a title to satisfy but not exceed demand so that our subscriber satisfaction is
not negatively impacted. However, if we purchase excess copies of title or experience an increase in usage of a title without a corresponding
increase in subscriber retention and growth, our content and fulfillment costs will increase disproportionately to revenues thus adversely
affecting our operating results. Our content costs as a percentage of revenues can also increase if our

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subscribers select titles that were acquired under more expensive revenue share arrangements more often than they select other titles acquired
through direct purchase or lower cost revenue share arrangements.
Any significant disruption in our computer systems or those of third-parties that we utilize in our operations could result in a loss or
degradation of service and could adversely impact our business.
Subscribers and potential subscribers access our service through our Web site or their TVs, computers, game consoles or mobile devices.
Our reputation and ability to attract, retain and serve our subscribers is dependent upon the reliable performance of our computer systems and
those of third-parties that we utilize in our operations. Interruptions in these systems, or with the Internet in general, including discriminatory
network management practices, could make our service unavailable or degraded or otherwise hinder our ability to deliver streaming content or
fulfill DVD selections. From time to time, we experience service interruptions and have voluntarily provided affected subscribers with a credit
during periods of extended outage. Much of our software is proprietary, and we rely on the expertise of our engineering and software
development teams for the continued performance of our software and computer systems. Service interruptions, errors in our software or the
unavailability of computer systems used in our operations could diminish the overall attractiveness of our subscription service to existing and
potential subscribers.
Our servers and those of third-parties we use in our operations are vulnerable to computer viruses, physical or electronic break-ins and
similar disruptions, which could lead to interruptions and delays in our service and operations as well as loss, misuse or theft of data. Our Web
site periodically experiences directed attacks intended to cause a disruption in service. Any attempts by hackers to disrupt our service or our
internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation. Our insurance does not cover
expenses related to attacks on our Web site or internal systems. Efforts to prevent hackers from entering our computer systems are expensive to
implement and may limit the functionality of our services. Any significant disruption to our service or internal computer systems could result in
a loss of subscribers and adversely affect our business and results of operations.
We utilize our own communications and computer hardware systems located either in our facilities or in that of a third-party Web hosting
provider. In addition, we utilize third-party Internet-based or “cloud” computing services in connection with our business operations. We also
utilize third-party content delivery networks to help us stream TV shows and movies in high volume to Netflix subscribers over the Internet.
Problems faced by our third-party Web hosting, cloud computing, or content delivery network providers, including technological or business-
related disruptions, could adversely impact the experience of our subscribers. In addition, fires, floods, earthquakes, power losses,
telecommunications failures, break-ins and similar events could damage these systems and hardware or cause them to fail completely. As we
do not maintain entirely redundant systems, a disrupting event could result in prolonged downtime of our operations and could adversely affect
our business.
We rely upon Amazon Web Services to operate certain aspects of our service and any disruption of or interference with our use of the
Amazon Web Services operation would impact our operations and our business would be adversely impacted.
Amazon Web Services, or AWS, provides a distributed computing infrastructure platform for business operations, or what is commonly
referred to as a cloud computing service. We have architected our software and computer systems so as to utilize data processing, storage
capabilities and other services provided by AWS. Currently, we run the vast majority of our computing on AWS. Given this, along with the
fact that we cannot easily switch our AWS operations to another cloud provider, any disruption of or interference with our use of AWS would
impact our operations and our business would be adversely impacted. While the retail side of Amazon may compete with us, we do not believe
that Amazon will use the AWS operation in such a manner as to gain competitive advantage against our service.

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If we are unable to effectively utilize our recommendation and merchandising technology or develop user interfaces that maintain or
increase subscriber engagement with our service, our business may suffer.
Our proprietary recommendation and merchandising technology enables us to predict and recommend titles and effectively merchandise
our library to our subscribers. We also develop, test and implement various user interfaces across multiple devices, in an effort to maintain and
increase subscriber engagement with our service.
We are continually refining our recommendation and merchandising technology as well as our various user interfaces in an effort to
improve the predictive accuracy of our TV show and movie recommendations and the usefulness of and engagement with our service by our
subscribers. We may experience difficulties in implementing refinements. In addition, we cannot assure that we will be able to continue to
make and implement meaningful refinements to our recommendation technology.
If our recommendation and merchandising technology does not enable us to predict and recommend titles that our subscribers will enjoy
or if we are unable to implement meaningful improvements thereto or otherwise improve our user interfaces, our service may be less useful to
our subscribers. Such failures could lead to the following:



We rely heavily on our proprietary technology to stream TV shows and movies and to manage other aspects of our operations,
including processing delivery and return of our DVDs to our subscribers, and the failure of this technology to operate effectively could
adversely affect our business.
We continually enhance or modify the technology used for our operations. We cannot be sure that any enhancements or other
modifications we make to our operations will achieve the intended results or otherwise be of value to our subscribers. Future enhancements and
modifications to our technology could consume considerable resources. If we are unable to maintain and enhance our technology to manage the
streaming of TV shows and movies to our subscribers in a timely and efficient manner and/or the processing of DVDs among our shipping
centers, our ability to retain existing subscribers and to add new subscribers may be impaired. In addition, if our technology or that of third-
parties we utilize in our operations fails or otherwise operates improperly, our ability to retain existing subscribers and to add new subscribers
may be impaired. Also, any harm to our subscribers’ personal computers or other devices caused by software used in our operations could have
an adverse effect on our business, results of operations and financial condition.
If we experience delivery problems or if our subscribers or potential subscribers lose confidence in the U.S. mail system, we could lose
subscribers, which could adversely affect our operating results.
We rely exclusively on the U.S. Postal Service to deliver DVDs from our shipping centers and to return DVDs to us from our subscribers.
We are subject to risks associated with using the public mail system to meet our shipping needs, including delays or disruptions caused by
inclement weather, natural disasters, labor activism, health epidemics or bioterrorism. Our DVDs are also subject to risks of breakage and theft
during our processing of shipments as well as during delivery and handling by the U.S. Postal Service. The risk of breakage is also impacted by
the materials and methods used to replicate our DVDs. If the entities replicating our DVDs use materials and methods more likely to break
during delivery and handling or we fail to timely deliver DVDs to our subscribers, our subscribers could become dissatisfied and cancel our
service, which could adversely affect our operating results. In addition, increased breakage and theft rates for our DVDs will increase our cost
of acquiring titles.

11



our subscriber satisfaction may decrease, subscribers may perceive our service to be of lower value and our ability to attract and
retain subscribers may be adversely affected;


our ability to effectively merchandise and utilize our library will be adversely affected; and



our subscribers may default to choosing titles from among new releases or other titles that cost us more to provide, and our margins
may be adversely affected.
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Increases in the cost of delivering DVDs could adversely affect the contribution profit of our Domestic DVD segment.
Increases in postage delivery rates could adversely affect our domestic DVD segment’s contribution profit if we elect not to raise our
subscription fees to offset the increase. The U.S. Postal Service increased the rate for first class postage on May 12, 2008 to 42 cents, on
May 11, 2009 to 44 cents and again on January 22, 2012 to 45 cents. It is expected that the U.S. Postal Service will raise rates again in
subsequent years in accordance with the powers given the U.S. Postal Service in connection with the 2007 postal reform legislation. The U.S.
Postal Service continues to focus on plans to reduce its costs and make its service more efficient. If the U.S. Postal Service were to change any
policies relative to the requirements of first-class mail, including changes in size, weight or machinability qualifications of our DVD envelopes,
such changes could result in increased shipping costs or higher breakage for our DVDs, and our gross margin could be adversely affected. For
example, the Office of Inspector General (“OIG”) at the U.S. Postal Service issued a report in November 2007 recommending that the U.S.
Postal Service revise the machinability qualifications for first class mail related to DVDs or to charge DVD mailers who don’t comply with the
new regulations a 17 cent surcharge on all mail deemed unmachinable. In addition, a by-mail game rental company filed a complaint with the
Postal Regulatory Commission alleging that the U.S. Postal Service unreasonably discriminated against it in favor of Netflix and Blockbuster.
To the extent this proceeding was to result in operational or regulatory changes impacting our mail processing, our domestic DVD segment’s
contribution profit and business operations could be adversely affected. For example, the U.S. Postal Service recently announced changes to its
service that would close many of its mail processing facilities and eliminate next day service for first class mail. If such changes result in
slower delivery of our DVDs or otherwise lead to a decrease in customer satisfaction, our business, results of operations and financial condition
could be adversely affected.
If government regulations relating to the Internet or other areas of our business change, we may need to alter the manner in which we
conduct our business, or incur greater operating expenses.
The adoption or modification of laws or regulations relating to the Internet or other areas of our business could limit or otherwise
adversely affect the manner in which we currently conduct our business. In addition, the growth and development of the market for online
commerce may lead to more stringent consumer protection laws, which may impose additional burdens on us. If we are required to comply
with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause us to incur
additional expenses or alter our business model.
The adoption of any laws or regulations that adversely affect the growth, popularity or use of the Internet, including laws limiting Internet
neutrality, could decrease the demand for our subscription service and increase our cost of doing business. For example, in late 2010, the
Federal Communications Commission adopted so-called net neutrality rules intended, in part, to prevent network operators from discriminating
against legal traffic that transverse their networks. The rules are currently subject to legal challenge. To the extent that these rules are
interpreted to enable network operators to engage in discriminatory practices or are overturned by legal challenge, our business could be
adversely impacted. As we expand internationally, government regulation concerning the Internet, and in particular, network neutrality, may be
nascent or non-existent. Within such a regulatory environment, coupled with potentially significant political and economic power of local
network operators, we could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional
expense or otherwise negatively affect our business.
Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our
business.
We rely upon the ability of consumers to access our service through the Internet. To the extent that network operators implement usage
based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur
greater operating expenses and our subscriber acquisition and retention could be negatively impacted. For example, in late 2010, Comcast
informed Level 3 Communications that it would require Level 3 to pay for the ability to access Comcast’s network. Given that much of the
traffic being requested by Comcast customers is Netflix data stored with Level 3, many

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commentators have looked to this situation as an example of Comcast either discriminating against Netflix traffic or trying to increase Netflix’s
operating costs. Furthermore, to the extent network operators were to create tiers of Internet access service and either charge us for or prohibit
us from being available through these tiers, our business could be negatively impacted.
Most network operators that provide consumers with access to the Internet also provide these consumers with multichannel video
programming. As such, companies like Comcast, Time Warner Cable and Cablevision have an incentive to use their network infrastructure in a
manner adverse to our continued growth and success. While we believe that consumer demand, regulatory oversight and competition will help
check these incentives, to the extent that network operators are able to provide preferential treatment to their data as opposed to ours, our
business could be negatively impacted. In international markets, especially in Latin America, these same incentives apply however, the
consumer demand, regulatory oversight and competition may not be as strong as in our domestic market.
Privacy concerns could limit our ability to leverage our subscriber data and our disclosure of or unauthorized access to subscriber
data could adversely impact our business and reputation.
In the ordinary course of business and in particular in connection with merchandising our service to our subscribers, we collect and utilize
data supplied by our subscribers. We currently face certain legal obligations regarding the manner in which we treat such information. Other
businesses have been criticized by privacy groups and governmental bodies for attempts to link personal identities and other information to
data collected on the Internet regarding users’ browsing and other habits. Increased regulation of data utilization practices, including self-
regulation or findings under existing laws, that limit our ability to use collected data, could have an adverse effect on our business. In addition,
if unauthorized access to our subscriber data were to occur or if we were to disclose data about our subscribers in a manner that was
objectionable to them, our business reputation could be adversely affected, and we could face potential legal claims that could impact our
operating results.
Our reputation and relationships with subscribers would be harmed if our subscriber data, particularly billing data, were to be
accessed by unauthorized persons.
We maintain personal data regarding our subscribers, including names and, in many cases, mailing addresses. With respect to billing data,
such as credit card numbers, we rely on licensed encryption and authentication technology to secure such information. We take measures to
protect against unauthorized intrusion into our subscribers’ data. If, despite these measures, we, or our payment processing services, experience
any unauthorized intrusion into our subscribers’ data, current and potential subscribers may become unwilling to provide the information to us
necessary for them to become subscribers, we could face legal claims, and our business could be adversely affected. Similarly, if a well-
publicized breach of the consumer data security of any other major consumer Web site were to occur, there could be a general public loss of
confidence in the use of the Internet for commerce transactions which could adversely affect our business.
In addition, we do not obtain signatures from subscribers in connection with the use of credit cards by them. Under current credit card
practices, to the extent we do not obtain cardholders’ signatures, we are liable for fraudulent credit card transactions, even when the associated
financial institution approves payment of the orders. From time to time, fraudulent credit cards are used on our Web site to obtain service and
access our DVD inventory and streaming. Typically, these credit cards have not been registered as stolen and are therefore not rejected by our
automatic authorization safeguards. While we do have a number of other safeguards in place, we nonetheless experience some loss from these
fraudulent transactions. We do not currently carry insurance against the risk of fraudulent credit card transactions. A failure to adequately
control fraudulent credit card transactions would harm our business and results of operations.

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Increases in payment processing fees or changes to operating rules would increase our operating expenses and adversely affect our
business and results of operations.
Our subscribers pay for our subscription services predominately using credit cards and debit cards. Our acceptance of these payment
methods requires our payment of certain fees. From time to time, these fees may increase, either as a result of rate changes by the payment
processing companies or as a result in a change in our business practices which increase the fees on a cost-per-transaction basis. Such increases
may adversely affect our results of operations.
We are subject to rules, regulations and practices governing our accepted payment methods, which are predominately credit cards and
debit cards. These rules, regulations and practices could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail
to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept these payment
methods, and our business and results of operations would be adversely affected.
If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by our competitors, the
value of our brand and other intangible assets may be diminished, and our business may be adversely affected.
We rely and expect to continue to rely on a combination of confidentiality and license agreements with our employees, consultants and
third-parties with whom we have relationships, as well as trademark, copyright, patent and trade secret protection laws, to protect our
proprietary rights. We may also seek to enforce our proprietary rights through court proceedings. We have filed and from time to time we
expect to file for trademark and patent applications. Nevertheless, these applications may not be approved, third-parties may challenge any
patents issued to or held by us, third-parties may knowingly or unknowingly infringe our patents, trademarks and other proprietary rights, and
we may not be able to prevent infringement without substantial expense to us. If the protection of our proprietary rights is inadequate to prevent
use or appropriation by third parties, the value of our brand and other intangible assets may be diminished, competitors may be able to more
effectively mimic our service and methods of operations, the perception of our business and service to subscribers and potential subscribers
may become confused in the marketplace, and our ability to attract subscribers may be adversely affected.
Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, our
Web site, streaming technology, our recommendation and merchandising technology, title selection processes and marketing activities.
Trademark, copyright, patent and other intellectual property rights are important to us and other companies. Our intellectual property
rights extend to our technology, business processes and the content on our Web site. We use the intellectual property of third-parties in
merchandising our products and marketing our service through contractual and other rights. From time to time, third-parties allege that we have
violated their intellectual property rights. If we are unable to obtain sufficient rights, successfully defend our use, or develop non-infringing
technology or otherwise alter our business practices on a timely basis in response to claims against us for infringement, misappropriation,
misuse or other violation of third-party intellectual property rights, our business and competitive position may be adversely affected. Many
companies are devoting significant resources to developing patents that could potentially affect many aspects of our business. There are
numerous patents that broadly claim means and methods of conducting business on the Internet. We have not searched patents relative to our
technology. Defending ourselves against intellectual property claims, whether they are with or without merit or are determined in our favor,
results in costly litigation and diversion of technical and management personnel. It also may result in our inability to use our current Web site,
streaming technology, our recommendation and merchandising technology or inability to market our service or merchandise our products. As a
result of a dispute, we may have to develop non-infringing technology, enter into royalty or licensing agreements, adjust our merchandising or
marketing activities or take other actions to resolve the claims. These actions, if required, may be costly or unavailable on terms acceptable to
us.

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If we are unable to protect our domain names, our reputation and brand could be adversely affected.
We currently hold various domain names relating to our brand, including Netflix.com. Failure to protect our domain names could
adversely affect our reputation and brand and make it more difficult for users to find our Web site and our service. The acquisition and
maintenance of domain names generally are regulated by governmental agencies and their designees. The regulation of domain names in the
United States may change in the near future. Governing bodies may establish additional top-level domains, appoint additional domain name
registrars or modify the requirements for holding domain names. As a result, we may be unable to acquire or maintain relevant domain names.
Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is
unclear. We may be unable, without significant cost or at all, to prevent third-parties from acquiring domain names that are similar to, infringe
upon or otherwise decrease the value of our trademarks and other proprietary rights.
In the event of an earthquake or other natural or man-made disaster, our operations could be adversely affected.
Our executive offices and data centers are located in the San Francisco Bay Area. We have shipping centers located throughout the
United States, including earthquake and hurricane-sensitive areas. Our business and operations could be adversely affected in the event of these
natural disasters as well as from electrical blackouts, fires, floods, power losses, telecommunications failures, break-ins or similar events. We
may not be able to effectively shift our fulfillment and delivery operations to handle disruptions in service arising from these events. Because
the San Francisco Bay Area is located in an earthquake-sensitive area, we are particularly susceptible to the risk of damage to, or total
destruction of, our executive offices and data centers. We are not insured against any losses or expenses that arise from a disruption to our
business due to earthquakes and may not have adequate insurance to cover losses and expenses from other natural disasters.
We are engaged in legal proceedings that could cause us to incur unforeseen expenses and could occupy a significant amount of our
management’s time and attention.
From time to time, we are subject to litigation or claims that could negatively affect our business operations and financial position. As we
have grown, we have seen a rise in the number of litigation matters against us.
Most of these matters relate to patent infringement lawsuits, which are typically expensive to defend. Litigation disputes could cause us to
incur unforeseen expenses, could occupy a significant amount of our management’s time and attention and could negatively affect our business
operations and financial position.
We could be subject to economic, political, regulatory and other risks arising from our international operations.
We offer an unlimited streaming plan in Canada, Latin America and beginning in early 2012 we expanded our streaming service offering
to the UK and Ireland. Operating in international markets requires significant resources and management attention and will subject us to
regulatory, economic and political risks that are different from and incremental to those in the United States. In addition to the risks that we
face in the United States our international operations involve risks that could adversely affect our business, including:






15



the need to adapt our content and user interfaces for specific cultural and language differences, including licensing a certain portion
of our content library before we have developed a full appreciation for its performance within a given territory;


difficulties and costs associated with staffing and managing foreign operations;


management distraction;


political or social unrest and economic instability;



compliance with U.S. laws such as the Foreign Corrupt Practices Act, and local laws prohibiting corrupt payments to government
officials;
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Our failure to manage any of these risks successfully could harm our future international operations and our overall business, and results
of our operations.
We may seek additional capital that may result in stockholder dilution or that may have rights senior to those of our common
stockholders.
From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. For example, in the
fourth quarter of 2011, we raised $400 million of additional capital through the sale of $200 million worth of convertible notes in a private
placement and $200 million worth of equity through a public offering. The decision to obtain additional capital will depend, among other
things, on our development efforts, business plans, operating performance and condition of the capital markets. If we raise additional funds
through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of
our common stock, and our stockholders may experience dilution.
We have issued $400 million in debt offerings and may incur additional debt in the future, which may adversely affect our financial
condition and future financial results.
As of December 31, 2011, we have $200 million in 8.50% senior notes and $200 million in zero coupon senior convertible notes
outstanding. Risks relating to our long-term indebtedness include:



In addition, it is possible that we may need to incur additional indebtedness in the future in the ordinary course of business. The terms of
indentures governing our outstanding senior notes allow us to incur additional debt subject to certain limitations. If new debt is added to current
debt levels, the risks described above could intensify.

16


difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions;


unexpected changes in regulatory requirements;


less favorable foreign intellectual property laws;


adverse tax consequences;



fluctuations in currency exchange rates, which could impact revenues and expenses of our international operations and expose us to
foreign currency exchange rate risk;


profit repatriation and other restrictions on the transfer of funds;


differing processing systems as well as consumer use and acceptance of electronic payment methods, such as credit and debit cards;


new and different sources of competition;


low usage of Internet connected consumer electronic devices;


different and more stringent user protection, data protection, privacy and other laws; and


availability of reliable broadband connectivity and wide area networks in targeted areas for expansion.



requiring us to dedicate a portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability
of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;


limiting our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate; and


limiting our ability to borrow additional funds or to borrow funds at rates or on other terms we find acceptable.
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The agreements governing our indebtedness contain various covenants that limit our discretion in the operation of our business and
also require us to meet certain covenants. The failure to comply with such covenants could have a material adverse effect on us.
The agreements governing our indebtedness contain various covenants, including those that restrict our ability to, among other things:







These covenants may limit our ability to effectively operate our businesses. Any failure to comply with the restrictions of any agreement
governing our other indebtedness may result in an event of default under those agreements.
We may lose key employees or may be unable to hire qualified employees.
We rely on the continued service of our senior management, including our Chief Executive Officer and co-founder Reed Hastings,
members of our executive team and other key employees and the hiring of new qualified employees. In our industry, there is substantial and
continuous competition for highly skilled business, product development, technical and other personnel. We may not be successful in recruiting
new personnel and in retaining and motivating existing personnel, which may be disruptive to our operations.
Risks Related to Our Stock Ownership
Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.
Our charter documents may discourage, delay or prevent a merger or acquisition that a stockholder may consider favorable because they:





In addition, a merger or acquisition may trigger retention payments to certain executive employees under the terms of our Executive
Severance and Retention Incentive Plan, thereby increasing the cost of such a transaction. As a Delaware corporation, we are also subject to
certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of
15% or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved
the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us.

17


borrow money, and guarantee or provide other support for indebtedness of third-parties including guarantees;


pay dividends on, redeem or repurchase our capital stock;


make investments in entities that we do not control, including joint ventures;


enter into certain asset sale transactions;


enter into secured financing arrangements;


enter into sale and leaseback transactions; and


enter into unrelated businesses.


authorize our board of directors, without stockholder approval, to issue up to 10,000,000 shares of undesignated preferred stock;


provide for a classified board of directors;


prohibit our stockholders from acting by written consent;


establish advance notice requirements for proposing matters to be approved by stockholders at stockholder meetings; and


prohibit stockholders from calling a special meeting of stockholders.
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Our stock price is volatile.
The price at which our common stock has traded has fluctuated significantly. The price may continue to be volatile due to a number of
factors including the following, some of which are beyond our control:







As a result of these and other factors, investors in our common stock may not be able to resell their shares at or above their original
purchase price.
Following certain periods of volatility in the market price of our securities, we became the subject of securities litigation. We may
experience more such litigation following future periods of volatility. This type of litigation may result in substantial costs and a diversion of
management’s attention and resources.
Financial forecasting by us and financial analysts who may publish estimates of our performance may differ materially from actual
results.
Given the dynamic nature of our business, the current uncertain economic climate and the inherent limitations in predicting the future,
forecasts of our revenues, contribution margins, net income and, number of total and paid subscriber additions and other financial and operating
data may differ materially from actual results. Such discrepancies could cause a decline in the trading price of our common stock.

None.

18


variations in our operating results;


variations between our actual operating results and the expectations of securities analysts, investors and the financial community;


announcements of developments affecting our business, systems or expansion plans by us or others;


competition, including the introduction of new competitors, their pricing strategies and services;


market volatility in general;


the level of demand for our stock, including the amount of short interest in our stock; and


the operating results of our competitors.
Item 1B. Unresolved Staff Comments
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We do not own any real estate. The following table sets forth the location, approximate square footage, lease expiration and the primary
use of each of our principal properties:

We operate a nationwide network of distribution centers that serve major metropolitan areas throughout the United States. These
fulfillment centers are under lease agreements that expire at various dates through August 2016. We also operate data centers in a leased third-
party facility in Santa Clara, California. We believe that our current space will be adequate or that additional space will be available on
commercially reasonable terms for the foreseeable future.

Information with respect to this item may be found in Note 5 of Item 8, Financial Statements and Supplementary Data , which
information is incorporated herein by reference.

Not applicable.

19
Item 2. Properties
Location
Estimated
Square
Footage
Lease
Expiration Date Primary Use
Los Gatos, California

260,000

March 2018

Domestic and International streaming corporate office, general and
administrative, marketing and technology and development
Columbus, Ohio

90,000

August 2016

Domestic DVD receiving and storage center, processing and
shipping center for the Columbus area
San Jose, California

57,000

February 2017

Domestic DVD corporate office, general and administrative and
technology and development
Hillsboro, Oregon 49,000 April 2016 Domestic streaming and Domestic DVD customer service center
Santa Clara, California 23,000 October 2016 Domestic and International streaming customer service center
Beverly Hills, California

40,000

August 2015

Domestic and International content acquisition, general and
administrative
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosure
Table of Contents
PART II

Our common stock is traded on the NASDAQ Global Select Market under the symbol “NFLX”. The following table sets forth the
intraday high and low sales prices per share of our common stock for the periods indicated, as reported by the NASDAQ Global Select Market.

As of January 31, 2012, there were approximately 198 stockholders of record of our common stock, although there is a significantly
larger number of beneficial owners of our common stock.
We have not declared or paid any cash dividends, and we have no present intention of paying any cash dividends in the foreseeable
future. The indenture we entered into in connection with the issuance in November 2011 of our zero coupon senior convertible notes due 2018
contains a covenant restricting our ability to pay cash dividends or to repurchase shares of common stock, subject to certain exceptions.
On November 28, 2011, we sold to one or more investment funds affiliated with Technology Crossover Ventures, or TCV, $200 million
aggregate principal amount of zero coupon senior convertible notes due 2018. There were no underwriting discounts or commissions paid in
connection with the issuance of the notes. The initial conversion rate for the notes is 11.6553 shares of our common stock, per $1,000 principal
amount of notes. This is equivalent to an initial conversion price of approximately $85.80 per share of common stock. Holders may surrender
their notes for conversion at any time prior to the close of business on the business day immediately preceding the maturity date for the notes
on December 1, 2018. We offered and sold the Notes to TCV in reliance on the exemption from registration provided by Section 4(2) of the
Securities Act. We relied on the exemption from registration based in part on representations made by TCV.

20
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
2011 2010
High Low High Low
First quarter $ 247.55 $ 173.50 $ 75.65 $ 48.52
Second quarter 277.70 224.41 127.96 73.62
Third quarter 304.79 107.63 174.40 95.33
Fourth quarter 128.50 62.37 209.24 147.35
Table of Contents
Stock Performance Graph
Notwithstanding any statement to the contrary in any of our previous or future filings with the Securities and Exchange Commission, the
following information relating to the price performance of our common stock shall not be deemed “filed” with the Commission or “soliciting
material” under the Securities Exchange Act of 1934 and shall not be incorporated by reference into any such filings.
The following graph compares, for the five year period ended December 31, 2011, the total cumulative stockholder return on the
Company’s common stock with the total cumulative return of the NASDAQ Composite Index, the S&P 500 Index and the S&P North
American Technology Internet Index. The Company was added to the S&P 500 Index on December 18, 2010. Measurement points are the last
trading day of each of the Company’s fiscal years ended December 31, 2006, December 31, 2007, December 31, 2008, December 31,
2009, December 31, 2010 and December 31, 2011. Total cumulative stockholder return assumes $100 invested at the beginning of the period in
the Company’s common stock, the stocks represented in the NASDAQ Composite Index, the stocks represented in the S&P 500 Index and the
stocks represented in the S&P North American Technology Internet Index, respectively, and reinvestment of any dividends. The S&P North
American Technology Internet Index is a modified-capitalization weighted index of stocks representing the Internet industry, including Internet
content and access providers, Internet software and services companies and e-commerce companies. Historical stock price performance should
not be relied upon as an indication of future stock price performance.



21
Table of Contents
The following selected financial data is not necessarily indicative of results of future operations and should be read in conjunction with
Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8, Financial Statements and
Supplementary Data .
Consolidated Statements of Operations:

Consolidated Statements of Cash Flows:


Consolidated Balance Sheets:



22
Item 6. Selected Financial Data
Year ended December 31,
2011 2010 2009 2008 2007 (1)
(in thousands, except per share data)
Revenues $ 3,204,577 $ 2,162,625 $ 1,670,269 $ 1,364,661 $ 1,205,340
Total cost of revenues 2,039,901 1,357,355 1,079,271 910,234 786,168
Operating income 376,068 283,641 191,939 121,506 91,773
Net income 226,126 160,853 115,860 83,026 66,608
Net income per share:
Basic $ 4.28 $ 3.06 $ 2.05 $ 1.36 $ 0.99










Diluted $ 4.16 $ 2.96 $ 1.98 $ 1.32 $ 0.97










Weighted-average shares outstanding:
Basic 52,847 52,529 56,560 60,961 67,076










Diluted 54,369 54,304 58,416 62,836 68,902











(1) Operating expenses for the year include a one-time payment received in the amount of $7.0 million as a result of resolving a patent
litigation with Blockbuster, Inc.
Year Ended December 31,
2011 2010 2009 2008 2007
(in thousands)
Net cash provided by operating activities $ 317,712 $ 276,401 $ 325,063 $ 284,037 $ 277,420
Free cash flow (2) 186,550 131,007 97,122 94,700 45,889
(2) See “Liquidity and Capital Resources” for a definition of “free cash flow” and a reconciliation of “free cash flow” to “net cash provided
by operating activities.”
As of December 31,
2011 2010 2009 2008 2007
(in thousands)
Cash, cash equivalents and short-term
investments (3) $ 797,811 $ 350,387 $ 320,242 $ 297,271 $ 385,142
Total content library, net 1,966,643 361,979 146,139 117,238 128,371
Working capital 605,802 248,652 183,577 142,908 223,518
Total assets 3,069,196 982,067 679,734 615,424 678,998
Long-term debt 200,000 200,000 200,000 — —
Long-term debt due to related party 200,000 — — — —
Non-current content liabilities 739,628 48,179 2,227 3,516 1,850
Stockholders’ equity 642,810 290,164 199,143 347,155 429,812
(3) Short-term investments are comprised of corporate debt securities, government and agency securities and asset and mortgage-backed
securities.
Table of Contents

For purposes of determining the number of unique subscribers, domestic subscribers who have elected both a DVD and a streaming
subscription plan are considered a single unique subscriber.

Overview
We are the world’s leading Internet subscription service for enjoying TV shows and movies. Our subscribers can instantly watch
unlimited TV shows and movies streamed over the Internet to their TVs, computers and mobile devices and in the United States, our
subscribers can receive standard definition DVDs, and their high definition successor, Blu-ray discs (collectively referred to as “DVD”),
delivered quickly to their homes.
Our core strategy is to grow our streaming subscription business domestically and globally. We are continuously improving the customer
experience, with a focus on expanding our streaming content, enhancing our user interface and extending our streaming service to even more
Internet-connected devices, while staying within the parameters of our consolidated net income and operating segment contribution profit
targets. In the past, we have focused on operating margin targets. Going forward, we will be operating within the parameters of contribution
profit targets for each of our operating segments. Contribution profit is defined as revenue less cost of revenues and marketing expenses.
We are a pioneer in the Internet delivery of TV shows and movies, launching our streaming service in 2007. Since this launch, we have
developed an ecosystem of Internet-connected devices and have licensed increasing amounts of content that enable consumers to enjoy TV
shows and movies directly on their TVs, computers and mobile devices. As a result of these efforts, we have experienced growing consumer
acceptance of and interest in the delivery of TV shows and movies directly over the Internet. We believe that the DVD portion of our domestic
service will be a fading differentiator to our streaming success.
Prior to July 2011, in the United States, our streaming and DVD-by-mail operations were combined and subscribers could receive both
streaming content and DVDs under a single “hybrid” plan. In July 2011, we introduced DVD only plans and separated the combined plans,
making it necessary for subscribers who wish to receive both DVDs-by-mail and streaming content to have two separate subscription plans.
This resulted in a price increase for our members who were taking a combination of our unlimited DVDs-by-mail and unlimited streaming
services. We made a subsequent announcement during the third quarter of 2011 concerning the rebranding of our DVD-by-mail service and the
separation of the DVD-by-mail and streaming websites. The consumer reaction to the price change, and to a lesser degree, the branding
announcement, was very negative leading to significant customer cancellations. We subsequently retracted our plans to rebrand our DVD-by-
mail service and separate the DVD-by-mail and streaming websites.
In September 2010, we began international operations by offering our streaming service in Canada. In September 2011, we expanded our
streaming service to Latin America and the Caribbean. In January 2012, we launched our streaming service in the UK and Ireland. We
anticipate significant contribution losses in the International streaming segment in 2012. Until we reach our goal of global profitability, we do
not intend to launch additional international markets.

23
As of / Year Ended December 31,
2011 2010 2009 2008 2007
(in thousands)
Other Data:
Total consolidated unique subscribers at end of period 26,253 20,010 12,268 9,390 7,479
Net consolidated unique subscriber additions during period 6,243 7,742 2,878 1,911 1,163
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Table of Contents
As a result of the changes to our pricing and plan structure, we no longer offer a single subscription plan including both DVD-by-mail
and streaming in the US. Domestic subscribers who wish to receive DVDs-by-mail and watch streaming content must elect both a DVD-by-
mail subscription plan and a streaming subscription plan. Accordingly, beginning with the third quarter of 2011, management views the
number of paid subscriptions as the key driver of revenues. The following metrics reflect these changes.

As we evolve our focus from our DVD to streaming service, we will be slightly changing how we treat our domestic subscribers so that
they are in line with our international subscribers. Beginning in the first quarter of 2012, domestic members who are on payment holds will no
longer be counted as unique subscribers nor will they be included in our subscription metrics. Members who cancel mid-period will continue to
receive service until the end of the period and will accordingly be counted as subscribers and in our subscription metrics until the end of the
period. These changes may impact our subscription metrics but we do not expect such impacts to be material. There is no effect on revenue
from these changes.
The following represents our consolidated performance highlights for 2011, 2010 and 2009:



24
As of /Year Ended December 31,
2011 2010 2009
(in thousands)
Domestic streaming:
Paid subscriptions at end of period 20,153
Total subscriptions at end of period 21,671
International streaming:
Net additions 1,349 509 —
Paid subscriptions at end of period 1,447 333 —
Total subscriptions at end of period 1,858 509 —
Domestic DVD:
Paid subscriptions at end of period 11,039
Total subscriptions at end of period 11,165
Total domestic:
Net unique subscriber additions during period (1) 4,894 7,233 2,878
Total domestic unique subscribers at end of period (1) 24,395 19,501 12,268
Churn (2) 4.9 % 3.8 % 4.3 %
Consolidated:
Net unique subscriber additions during period (1) 6,243 7,742 2,878
Paid unique subscribers at end of period (1) 24,305 18,268 11,892
Total unique subscribers at end of period (1) 26,253 20,010 12,268

(1) For purposes of determining the number of unique subscribers, domestic subscribers who have elected both a DVD and a streaming
subscription plan are considered a single unique subscriber.
(2) Churn is a monthly measure defined as customer cancellations in the quarter divided by the sum of beginning subscribers and gross
subscriber additions, then divided by three months. Churn (annualized) is the average of churn for the four quarters of each respective
year.
2011 2010 2009 Change
(in thousands, except per share data) 2011 vs. 2010 2010 vs. 2009
Revenues $ 3,204,577 $ 2,162,625 $ 1,670,269 48.2 % 29.5 %
Operating income 376,068 283,641 191,939 32.6 % 47.8 %
Net income 226,126 160,853 115,860 40.6 % 38.8 %
Net income per share—diluted 4.16 2.96 1.98 40.5 % 49.5 %
Free cash flow (3) 186,550 131,007 97,122 42.4 % 34.9 %
(3) See “Liquidity and Capital Resources” for a definition of “free cash flow” and a reconciliation of “free cash flow” to “net cash provided
by operating activities.”
Table of Contents
Due to the announcement of changes to our domestic plan offerings, pricing, and branding in the third quarter of 2011, we experienced an
increase in the number of subscriber cancellations, resulting in a net loss of unique domestic subscribers in the third quarter of 2011. However,
unique domestic subscribers returned to growth in the fourth quarter of 2011 driven by the continued popularity of domestic streaming
subscriptions. The subscriber cancellations in the second half of 2011, coupled with slower growth in the number of new subscribers joining
our service, resulted in a 32.3% decrease in unique domestic net subscriber additions for the year ended December 31, 2011 as compared to the
year ended December 31, 2010. The year-over-year increase in ending unique domestic subscribers was the primary driver in the 48.2%
increase in consolidated revenues for the year ended December 31, 2011 as compared to the year ended December 31, 2010.
Domestic streaming subscriptions increased in the fourth quarter of 2011 as compared to the third quarter of 2011 when we first began
tracking such subscriptions separately. Due to strength in both acquisitions and retention, we expect continued growth in this segment. Our
contribution margin target for domestic streaming is 11% for the first quarter of 2012 with further margin expansion over the next twelve
months.
In 2011, our International streaming segment reported a contribution loss of $103.1 million and we expect that our expansion to the UK
and Ireland in January 2012 will result in further contribution losses as our investments to build our business there, especially our investments
in content licensing, will exceed the revenues we are likely to generate.
DVD subscriptions, which we also began tracking separately in the second half of 2011, are declining as subscribers migrate from hybrid
plans towards lower priced streaming only subscription plans. We expect continued decreases in DVD subscriptions which will reduce
domestic and consolidated revenues by approximately the same amount of the increase expected from streaming subscription growth. Domestic
DVD contribution margins are expected to remain healthy due to the primarily variable cost model and mature state of the business.
Consolidated revenues for the first quarter of 2012 are expected to be flat as compared to the fourth quarter of 2011 and we may
experience slower growth in consolidated revenue for the year ending December 31, 2012 as compared to the year ending December 31, 2011.
As a result of the negative impact on revenue growth associated with a decline in domestic DVD subscriptions coupled with the increasing
investment in our International streaming segment, we expect to incur consolidated net losses for the year ended December 31, 2012.
Free cash flow for the year ended December 31, 2011 increased as compared to the year ended December 31, 2010 to $186.6 million.
Free cash flow was $39.6 million lower than net income of $226.1 million, largely due to the excess streaming and DVD content payments
over expense. The excess streaming and DVD content payments over expense will continue to fluctuate over time based on new content
licenses domestically and internationally. We expect that free cash flow in future periods will be negatively impacted by our expected
consolidated net losses and that we may use cash in 2012.
As a result of the expected net losses and potential use of cash in 2012, we decided to strengthen our balance sheet by raising $400
million of additional capital. In November 2011, we issued $200.0 million of our zero coupon senior convertible notes due in 2018 (the
“Convertible Notes”) and raised an additional $200.0 million through a public offering of common stock.

25
Table of Contents
Results of Operations
The following table sets forth, for the periods presented, the line items in our Consolidated Statements of Operations as a percentage of
total revenues. The information contained in the table below should be read in conjunction with the financial statements and notes thereto
included in Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Revenues
We derive our revenues from monthly subscription fees and recognize subscription revenues ratably over each subscriber’s monthly
subscription period. We currently generate substantially all of our revenues in the United States.
In the Domestic streaming segment, we derive revenues from services consisting solely of streaming content offered through a
subscription plan priced at $7.99 per month. In the Domestic DVD segment, we derive revenues from our DVDs-by-mail subscription services.
The price per plan for DVDs-by-mail varies from $7.99 to $43.99 per month based on the number of DVDs that a subscriber may have out at
any given point. Customers electing access to high definition Blu-ray discs in addition to standard definition DVDs pay a surcharge ranging
from $2 to $4 per month for our most popular plans.
In July 2011, in the United States, we introduced DVD only plans and separated unlimited DVDs-by-mail and unlimited streaming
making it necessary for subscribers who opt to receive both DVDs-by-mail and streaming to have two separate subscription plans. As
subscribers were able to receive both streaming and DVDs-by-mail under a single hybrid plan prior to the fourth quarter of 2011, it is
impracticable to allocate revenues to the Domestic streaming and Domestic DVD segments prior to the fourth quarter of 2011.
In the International streaming segment, we derive revenues from services consisting solely of streaming content offered through a
subscription plan priced at approximately the equivalent of USD$7.99 per month. In September 2010, we began international operations in
Canada. We expanded to Latin America and the Caribbean

26
Year Ended December 31,
2011 2010 2009
Revenues 100.0 % 100.0 % 100.0 %
Cost of revenues:
Subscription 55.9 53.4 54.4
Fulfillment expenses 7.8 9.4 10.2

Total cost of revenues 63.7 62.8 64.6

Operating expenses:
Marketing 12.6 13.6 14.2
Technology and development 8.1 7.6 6.9
General and administrative 3.6 2.9 2.8
Legal settlement 0.3 — —

Total operating expenses 24.6 24.1 23.9

Operating income 11.7 13.1 11.5
Other income (expense):
Interest expense (0.6 ) (0.9 ) (0.4 )
Interest and other income 0.1 0.2 0.4

Income before income taxes 11.2 12.4 11.5
Provision for income taxes 4.1 5.0 4.6

Net income 7.1 % 7.4 % 6.9 %






Table of Contents
in September 2011 and the UK and Ireland in January 2012. Until we reach our goal of global profitability, we do not intend to launch
additional international markets.

The $1,042.0 million increase in our consolidated revenues was primarily due to the 44.6% growth in domestic revenues with the increase
in international revenues contributing to 7.6% of the increase year-over-year. Domestic revenues increased $962.7 million as a result of the
49.1% growth in the domestic average number of unique paying subscribers driven by new streaming subscriptions. This increase was offset in
part by a 3.0% decline in domestic average monthly revenue per unique paying subscriber, resulting from the popularity of the unlimited
streaming subscription (introduced in November 2010) and a decline in the percentage of unique paying subscribers electing both a streaming
and a DVD subscription following the pricing changes in the second half of 2011. During the year ended December 31, 2011, 73.6% of our
new gross domestic unique subscribers chose only an unlimited streaming plan which is priced at $7.99 per month and we expect that this
percentage will grow in future periods. At December 31, 2011, 88.9% of our total domestic unique subscribers had a streaming subscription
while less than half (11.1 million) had a DVD subscription.
International revenues increased by $79.2 million reflecting a full year of service offering in Canada as well as our launch in Latin
America and the Caribbean.

The $492.4 million increase in our consolidated revenues was primarily a result of the 40.9% growth in the domestic average number of
unique paying subscribers arising from the continuous improvement to our customer experience which in turn, drove consumer awareness of
our service benefits. This increase was offset in part by an 8.3% decline in the domestic average monthly revenue per unique paying subscriber,
resulting from the continued growth in our lower priced subscription plans. In the fourth quarter of 2010, when we introduced the unlimited
streaming plan, over one-third of new subscribers elected this option.
We expect the streaming subscription plans offered both domestically and internationally to continue to grow as a percentage of our total
subscriber base. We expect that as a result of the increase in subscriber cancellations and migration of our subscribers towards streaming
subscription plans and lower priced DVD-by-mail subscription plans, offset by increases in international revenues, consolidated revenues will
be relatively flat in the first quarter of 2012 and will increase at a modest pace sequentially in future quarters.

27
Year Ended December 31, Change
2011 2010
2011 vs. 2010


(in thousands, except percentages and average monthly
revenue per unique paying subscriber)
Revenues $ 3,204,577 $ 2,162,625 48.2 %
Domestic 3,121,727 2,159,008 44.6 %
International 82,850 3,617 2190.6 %
Other domestic data:
Average number of unique paying subscribers 21,977 14,744 49.1 %
Average monthly revenue per unique paying subscriber $ 11.84 $ 12.20 (3.0 )%
Year Ended December 31, Change
2010 2009
2010 vs. 2009


(in thousands, except percentages and average monthly
revenue per unique paying subscriber)
Revenues $ 2,162,625 $ 1,670,269 29.5 %
Domestic 2,159,008 1,670,269 29.3 %
International 3,617 — 100.0 %
Other domestic data:
Average number of unique paying subscribers 14,744 10,464 40.9 %
Average monthly revenue per unique paying subscriber $ 12.20 $ 13.30 (8.3 )%
Table of Contents
Cost of Revenues
Cost of revenues consists of cost of subscription revenues and fulfillment expenses.
Cost of subscription revenues consists of expenses related to the acquisition and licensing of content, as well as content delivery costs
related to providing streaming content and shipping DVDs to subscribers. Costs related to free-trial periods are allocated to marketing
expenses.
Content acquisition and licensing expenses consist primarily of amortization of streaming content licenses, which may or may not be
recognized in the streaming content library, as well as amortization of DVD content library and revenue sharing expenses. We obtain content
through streaming content license agreements, DVD direct purchases and DVD revenue sharing agreements with studios, distributors and other
suppliers. Content agreements are made in the ordinary course of business and our business is not substantially dependent on any particular
agreement.
Content delivery expenses consist of the postage costs to mail DVDs to and from our paying subscribers, the packaging and label costs
for the mailers and all costs associated with streaming content over the Internet. We utilize third-party content delivery networks to help us
efficiently stream content in high volume to our subscribers over the Internet.
Fulfillment expenses represent those expenses incurred in content processing, including operating and staffing our shipping centers, as
well as receiving, encoding, inspecting and warehousing our content library. Fulfillment expenses also include operating and staffing our
customer service centers and credit card fees.

The $682.5 million increase in cost of revenues was due to the following factors:





28
Year ended December 31, Change
2011 2010 2011 vs. 2010
(in thousands, except percentages)
Cost of subscription $ 1,789,596 $ 1,154,109 55.1 %
Fulfillment expenses 250,305 203,246 23.2 %

Total cost of revenues $ 2,039,901 $ 1,357,355 50.3 %





As a percentage of revenues 63.7 % 62.8 %



Content acquisition and licensing expenses increased by $674.4 million. This increase was primarily attributable to continued
investments in streaming content resulting in an increase in the average number of streaming content titles available for viewing to
our domestic subscribers as compared to the prior year. The increase is also partially attributed to an increase in streaming content
titles available in Canada as well as to our Latin America and Caribbean expansion in the second half of 2011.



Content delivery expenses decreased $39.0 million primarily due to a 13.6% decrease in the number of DVDs mailed to paying
subscribers. The decrease in the number of DVDs mailed was driven by a 21.7% decline in monthly DVD rentals per average paying
DVD subscriber primarily attributed to the migration of our DVD subscribers toward lower priced plans. The decrease in DVD
delivery expenses was partially offset by an increase in costs associated with our use of third-party delivery networks resulting from
an increase in the total number of hours of streaming content viewed by our subscribers. In the fourth quarter of 2011, global
streaming content hours viewed exceeded 2 billion.



Fulfillment costs associated with content processing and customer service centers expenses increased $16.2 million primarily due to a
$22.3 million increase in costs associated with customer service call centers to support our growing subscriber population both
domestically and internationally, partially offset by a $7.9 million decrease in hub operation expenses due to the 13.6% decrease in
the number of DVDs mailed to paying subscribers.


Credit card fees increased $30.9 million as a result of the 48.2% growth in revenues.
Table of Contents

The $278.1 million increase in cost of revenues was due to the following factors:




Operating Expenses
Marketing
Marketing expenses consist primarily of advertising expenses and also include payments made to our affiliates and consumer electronics
partners and payroll related expenses. Advertising expenses include promotional activities such as television and online advertising, as well as
allocated costs of revenues relating to free trial periods. Payments to our affiliates and consumer electronics partners may be in the form of a
fixed-fee or may be a revenue sharing payment.

The $108.8 million increase in marketing expenses was primarily attributable to a $119.6 million increase in marketing program
spending, attributable to increased spending in television, radio and online advertising

29
Year ended December 31, Change
2010 2009 2010 vs. 2009
(in thousands, except percentages)
Cost of subscription $ 1,154,109 $ 909,461 26.9 %
Fulfillment expenses 203,246 169,810 19.7 %

Total cost of revenues $ 1,357,355 $ 1,079,271 25.8 %





As a percentage of revenues 62.8 % 64.6 %



Content acquisition and licensing expenses increased by $165.9 million. This increase was primarily attributable to investments in
streaming content, partially offset by decreases in DVD content acquisitions.



Content delivery expenses increased $78.7 million primarily due to a 9.7% increase in the number of DVDs mailed to paying
subscribers. The increase in the number of DVDs mailed was driven by a 40.9% increase in the domestic average number of paying
subscribers, partially offset by a 21.6% decline in monthly DVD rentals per average paying DVD subscriber primarily attributed to
the growing popularity of our lower priced plans and growth in streaming. In addition, content delivery expenses increased due to
higher costs associated with our use of third-party delivery networks resulting from an increase in the total number of hours of
streaming content viewed by our subscribers.



Fulfillment costs associated with content processing and customer service centers expenses increased $13.5 million primarily due to a
$12.4 million increase in personnel costs resulting from a 10.0% increase in headcount to support the higher volume of content
delivery and growth in subscribers. In addition, encoding costs increased $7.0 million in support of the increasing number of titles
and platforms offered for streaming content. These increases were partially offset by a $4.7 million increase in costs related to free-
trials allocated to marketing due primarily to the 74.7% increase in gross subscriber additions.


Credit card fees increased $20.0 million as a result of the 29.5% growth in revenues.
Year ended December 31, Change
2011 2010 2011 vs. 2010

(in thousands, except percentages and
subscriber acquisition cost)
Marketing $ 402,638 $ 293,839 37.0 %
As a percentage of revenues 12.6 % 13.6 %
Other domestic data:
Gross unique subscriber additions 21,544 15,648 37.7 %
Subscriber acquisition cost $ 15.04 $ 18.21 (17.4 )%
Table of Contents
coupled with an increase in payments to our affiliates. Approximately half of these increases were incurred in our International segments in
large part due to our launch in Latin America and the Caribbean. These increases were partially offset by a decrease in direct mail and inserts,
and payments made to our consumer electronics partners. The increase in marketing program spending was partially offset by decreases in the
costs of free trials.

The $56.1 million increase in marketing expenses was primarily attributable to an increase of $17.4 million in domestic spending related
to our consumer electronics partners, as we continued to expand the number of devices on which subscribers can view Netflix content. The
increase is also due to a $16.2 million increase in other marketing program spending, principally in TV and radio advertising to promote our
service, offset by a decrease in direct mail and inserts. In addition, costs of free trials increased $21.0 million due to the 67.7% increase in
domestic gross unique subscriber additions, coupled with shipments of instant streaming discs which enable subscribers to stream content to
certain consumer electronic devices and the expanded use of one month free trials. Subscriber acquisition cost decreased primarily due to
continued strong organic subscriber growth.
Technology and Development
Technology and development expenses consist of payroll and related costs incurred in making improvements to our service offering,
including testing, maintaining and modifying our user interfaces, our recommendation and merchandising technology, as well as,
telecommunications systems and infrastructure and other internal-use software systems. Technology and development expenses also include
costs associated with computer hardware and software.

The $95.7 million increase in technology and development expenses was primarily the result of an $83.0 million increase in personnel-
related costs. These increases are primarily due to a 54% growth in average headcount supporting continued improvements in our streaming
service and international expansion, coupled with an $18.7 million increase in stock-based compensation expense.

The $48.8 million increase in technology and development expenses was primarily the result of a $27.7 million increase in personnel-
related costs and a $14.2 million increase in facilities and equipment related expenses. These increases are primarily due to a 21.0% growth in
headcount supporting continued improvements to our service. Personnel-related costs also increased due to a $5.7 million increase in stock-
based compensation expense. In addition, costs paid for cloud computing services increased $7.7 million.

30
Year ended December 31, Change
2010 2009 2010 vs. 2009

(in thousands, except percentages and
subscriber acquisition cost)
Marketing $ 293,839 $ 237,744 23.6 %
As a percentage of revenues 13.6 % 14.2 %
Other domestic data:
Gross unique subscriber additions 15,648 9,332 67.7 %
Subscriber acquisition cost $ 18.21 $ 25.48 (28.5 )%
Year ended December 31, Change
2011 2010 2011 vs. 2010
(in thousands, except percentages)
Technology and development $ 259,033 $ 163,329 58.6 %
As a percentage of revenues 8.1 % 7.6 %
Year ended December 31, Change
2010 2009 2010 vs. 2009
(in thousands, except percentages)
Technology and development $ 163,329 $ 114,542 42.6 %
As a percentage of revenues 7.6 % 6.9 %
Table of Contents
General and Administrative
General and administrative expenses consist of payroll and related expenses for executive and administrative personnel, as well as
recruiting, professional fees and other general corporate expenses. General and administrative expenses also include the gain on disposal of
DVDs.

The $53.5 million increase in general and administrative expenses was primarily attributable to an increase in personnel-related costs of
$33.6 million attributed to an $11.5 million increase in stock-based compensation and a 32% increase in average headcount. Legal costs
increased $6.6 million primarily resulting from an increase in costs associated with various claims against us. We expect legal costs to continue
at a high level for the foreseeable future as we defend these claims. Other miscellaneous expenses primarily related to the use of outside and
professional services, taxes, and insurance increased by $13.3 million.

The $17.7 million increase in general and administrative expenses was primarily attributable to an increase in personnel-related costs of
$11.7 million attributed to a $7.6 million increase in stock-based compensation expense and a 23.1% increase in headcount. Legal costs
increased $8.9 million primarily resulting from ongoing litigation of claims against the Company as well as a $2.1 million release of accruals in
2009 that was associated with a former class action suit that settled in 2008. The terms of the class action settlement provided certain former
and current subscribers with an optional free month subscription or free one-month upgrade to be utilized prior to the third quarter of 2009. The
accrual related to those subscribers who did not utilize the free month prior to expiration was released in 2009.
Legal Settlement
Subsequent to December 31, 2011, we engaged in mediation of a legal claim pending in the Northern District of California made in
January 2011 related to our compliance with the Video Privacy Protection Act. This mediation resulted in a settlement of the matter which
includes payment of $9.0 million, which is recognized in the Consolidated Statement of Operations for the year ended December 31, 2011, and
is anticipated to be paid in 2012. The Company had previously evaluated this claim and determined it to be immaterial and that a potential loss
was not probable. Accordingly, no amount had been accrued prior to the mediation and settlement.
Interest Expense
Interest expense consists of the interest on our lease financing obligations and the interest on our 8.50% senior notes including the
amortization of debt issuance costs. Starting in the fourth quarter of 2011, interest expense includes the amortization of debt issuance costs on
our Convertible Notes issued in November 2011. Also, in the fourth quarter of 2009, we expensed the debt issuance costs related to our line of
credit.


31
Year ended December 31, Change
2011 2010 2011 vs. 2010
(in thousands, except percentages)
General and administrative $ 117,937 $ 64,461 83.0 %
As a percentage of revenues 3.6 % 2.9 %
Year ended December 31, Change
2010 2009 2010 vs. 2009
(in thousands, except percentages)
General and administrative $ 64,461 $ 46,773 37.8 %
As a percentage of revenues 2.9 % 2.8 %
Year ended December 31, Change
2011 2010 2011 vs. 2010
(in thousands, except percentages)
Interest expense $ 20,025 $ 19,629 2.0 %
As a percentage of revenues 0.6 % 0.9 %
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Interest expense was relatively flat as compared to the prior year. Interest expense in 2011 includes $2.1 million for our lease financing
obligations, $17.0 million of interest payments due on our 8.50% senior notes and $0.6 million of amortization of debt issuance costs.

The $13.2 million increase in interest expense is primarily attributable to the interest expense associated with our 8.50% senior notes.
Interest expense in 2010 includes $2.3 million for our lease financing obligations, $17.0 million of interest payments due on our 8.50% senior
notes and $0.5 million of amortization of debt issuance costs.
Provision for Income Taxes

In 2011, our effective tax rate differed from the federal statutory rate of 35% primarily due to state income taxes of $15.0 million or 4.2%
of income before income tax. This was partially offset by the expiration of a statute of limitations for years 1997 through 2007 resulting in a
discrete benefit of $3.5 million in the third quarter of 2011 and Federal and California research and development (“R&D”) tax credits of $5.1
million. The decrease in our effective tax rate for the year ended December 31, 2011 as compared to the year ended December 31, 2010 was
attributable to the discrete benefit of $3.5 million, higher R&D tax credits and a lower effective tax rate for California.

In 2010, our effective tax rate differed from the federal statutory rate of 35% primarily due to state income taxes of $15.6 million or 5.8%
of income before income tax. This was partially offset by R&D tax credits of $3.3 million. Our effective tax rate for the year ended
December 31, 2010 was relatively flat as compared to our effective tax rate for the year ended December 31, 2009.
Liquidity and Capital Resources
Our primary source of liquidity has been cash generated from operations. Additionally, in November 2011, we issued $200.0 million of
our Convertible Notes and raised an additional $200.0 million through a public offering of common stock. The Convertible Notes consist of
$200.0 million aggregate principal amount due on December 1, 2018 and do not bear interest. In November 2009, we issued $200 million of
our 8.50% senior notes due November 15, 2017 (the “8.50% Notes”). Interest on the 8.50% Notes is payable semi-annually at a rate of
8.50% per annum on May 15 and November 15 of each year, commencing on May 15, 2010. (See Note 4 of Item 8, Financial Statements and
Supplementary Data for additional information.)

32
Year ended December 31, Change
2010 2009 2010 vs. 2009
(in thousands, except percentages)
Interest expense $ 19,629 $ 6,475 203.2 %
As a percentage of revenues 0.9 % 0.4 %
Year ended December 31, Change
2011 2010 2011 vs. 2010
(in thousands, except percentages)
Provision for income taxes $ 133,396 $ 106,843 24.9 %
Effective tax rate 37.1 % 39.9 %
Year ended December 31, Change
2010 2009 2010 vs. 2009
(in thousands, except percentages)
Provision for income taxes $ 106,843 $ 76,332 40.0 %
Effective tax rate 39.9 % 39.7 %
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Our primary uses of cash included the acquisition and licensing of content, content delivery expenses, marketing, our stock repurchase
programs, payroll related expenses, and capital expenditures related to information technology and automation equipment. We expect to
continue to make significant investments to license streaming content both domestically and internationally. These investments could impact
our liquidity and in particular our operating cash flows.
As a result of the significant increase in subscriber cancellations negatively impacting domestic and consolidated revenues, coupled with
increased investments in our International streaming segment, and in international content in particular, we expect consolidated net losses and
negative operating cash flows for 2012. Although we currently anticipate that our available funds will be sufficient to meet our cash needs for
the foreseeable future, we may be required or choose to obtain additional financing. Our ability to obtain additional financing will depend on,
among other things, our development efforts, business plans, operating performance, current and projected compliance with our debt covenants,
and the condition of the capital markets at the time we seek financing. We may not be able to obtain such financing on terms acceptable to us or
at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences
or privileges senior to the rights of our common stock, and our stockholders may experience dilution.
On June 11, 2010, we announced that our Board of Directors authorized a stock repurchase program allowing us to repurchase $300
million of our common stock through the end of 2012. As of December 31, 2011, $41.0 million of this authorization is remaining. The timing
and actual number of shares repurchased will depend on various factors, including price, corporate and regulatory requirements, debt covenant
requirements, alternative investment opportunities and other market conditions. As we expect to have negative operating cash flows in future
periods, we do not expect to make further stock repurchases for the foreseeable future.
The following highlights selected measures of our liquidity and capital resources as of December 31, 2011, 2010 and 2009:

Cash provided by operating activities increased $41.3 million or 14.9%, primarily due to an increase subscription revenues of $1,042.0
million or 48.2%. This increase was partially offset by increased payments for content acquisition and licensing other than DVD library of
$766.3 million or 138.4%. Operating cash flows were further impacted by increases in payroll expenses and payments for advertising and
affiliates transactions.
Cash used in investing activities increased $149.7 million or 129.0%, primarily due to a $164.0 million increase in the purchases, net of
proceeds from sales and maturities, of short-term investments. In addition, purchases of property and equipment increased $15.8 million
primarily due to purchases of automation equipment for our various DVD shipping centers. These increases were partially offset by a $38.7
million decrease in acquisitions of DVD content library.
Cash provided by financing activities increased $361.7 million or 361.5%, primarily due to our public offering of 2.9 million shares of
common stock for net proceeds of $199.9 million and $198.1 million net proceeds received from the issuance of our Convertible Notes in the
fourth quarter of 2011. In addition,

33
Year Ended December 31, Change
2011 2010 2011 vs. 2010
(in thousands, except percentages)
Cash and cash equivalents $ 508,053 $ 194,499 161.2 %
Short-term investments 289,758 155,888 85.9 %

$ 797,811 $ 350,387 127.7 %






Net cash provided by operating activities $ 317,712 $ 276,401 14.9 %
Net cash used in investing activities $ (265,814 ) $ (116,081 ) 129.0 %
Net cash provided by (used in) financing activities $ 261,656 $ (100,045 ) (361.5 )%
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repurchases of our common stock decreased by $10.6 million. These increases were partially offset by a $30.2 million decrease in proceeds
from the issuance of common stock upon exercise of options and a $16.4 million decrease in excess tax benefits from stock-based
compensation expense.

Cash provided by operating activities decreased by $48.7 million or 15.0%, primarily due to increased payments for content acquisition
and licensing other than DVD library of $267.8 million. This increase was coupled with increased payroll expenses, payments for advertising
and affiliates transactions, credit card fees, content delivery expenses and excess tax benefits from stock-based compensation. The increase in
these expenses was partially offset by an increase in subscription revenues of $492.4 million resulting from a 40.9% increase in the domestic
average number of paying subscribers.
Cash used in investing activities decreased $130.0 million or 52.8%, primarily due to a $54.9 million decrease in the purchases, net of
proceeds, of short-term investments and a $69.1 million decrease in acquisitions of DVD content library, as more DVDs were obtained through
revenue sharing arrangements. In addition, purchases of property and equipment decreased by $12.1 million, as a significant amount of
payments for automation equipment for our various shipping centers were made in 2009.
Cash used in financing activities increased $15.4 million or 18.2%, primarily due to the $193.9 million net proceeds received from the
issuance of our 8.50% Notes in 2009. This decrease was partially offset by a $114.1 million decrease in repurchases of our common stock
coupled with a $49.5 million increase in the excess tax benefits from stock-based compensation expense and a $14.5 million increase in
proceeds from the issuance of common stock upon exercise of options.
Free Cash Flow
We define free cash flow as cash provided by operating and investing activities excluding the non-operational cash flows from purchases,
maturities and sales of short-term investments and cash flows from investments in businesses. We believe free cash flow is an important
liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make
investments, repurchase our stock and for certain other activities. Free cash flow is considered a non-GAAP financial measure and should not
be considered in isolation of, or as a substitute for, net income, operating income, cash flow from operating activities, or any other measure of
financial performance or liquidity presented in accordance with GAAP.
In comparing free cash flow to net income, the major recurring differences are excess streaming and DVD payments over expenses,
stock-based compensation expense, deferred revenue, taxes and semi-annual interest payments on the 8.50% Notes. Because consumers use
credit cards to buy from us, our receivables from customers settle quickly and deferred revenue is a source of cash flow. For streaming content,
we typically enter into multi-year licenses with studios and other distributors that may result in an increase in content library and a
corresponding increase in liabilities in the Consolidated Balance Sheet. The payment terms for these license fees may extend over the term of
the license agreements, which typically range from six months to five years. License

34
Year Ended December 31, Change
2010 2009 2010 vs. 2009
(in thousands, except percentages)
Cash and cash equivalents $ 194,499 $ 134,224 44.9 %
Short-term investments 155,888 186,018 (16.2 )%

$ 350,387 $ 320,242 9.4 %





Net cash provided by operating activities $ 276,401 $ 325,063 (15.0 )%
Net cash used in investing activities $ (116,081 ) $ (246,079 ) (52.8 )%
Net cash used in financing activities $ (100,045 ) $ (84,641 ) 18.2 %
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fee obligations with payment terms that are due beyond one year are classified on the Consolidated Balance Sheets as “Non-current content
liabilities.” Minimum commitments for licenses and known titles that do not meet the criteria for asset recognition in the content library are
included in Note 5 of Item 8, Financial Statements and Supplementary Data.
The following tables reconcile net cash provided by operating activities, a GAAP financial measure, to free cash flow, a non-GAAP
financial measure.

Free cash flow for the year ended December 31, 2011 increased $55.5 million primarily due to an increase of $98.9 million in net income
as adjusted for the increase in non-cash stock based compensation of $33.6 million and decreased tax prepayments of $20.2 million. This was
partially offset by an increase in excess content payments over expenses of $53.2 million, a $12.9 million increase in excess property and
equipment payments over expense and decreased deferred revenue of $5.5 million. Payments for content increased $727.6 million while
content expenses increased $674.4 million.

Free cash flow for the year ended December 31, 2010 increased $33.9 million primarily due to an increase of $60.4 million in net income
as adjusted for the increase in non-cash stock based compensation of $15.4 million, decreased property and equipment payments over expense
of $11.9 million and increased deferred revenue of $10.0 million. This was partially offset by an increase in excess streaming and DVD content
payments over expenses of $32.8 million coupled with increased tax prepayments of $14.0 million. Payments for content increased $198.7
million while content expenses increased $165.9 million.
Effect of Exchange Rates
Revenues, as well as certain expenses, primarily content licensing and marketing, incurred in the International streaming segment, are
denominated in the local currency. During the year ended December 31, 2011 and 2010, the gains or losses on foreign exchange transactions
and the effect of exchange rate changes on cash and cash equivalents were immaterial.
Contractual Obligations
For the purposes of this table, contractual obligations for purchases of goods or services are defined as agreements that are enforceable
and legally binding and that specify all significant terms, including: fixed or

35
Year Ended December 31,
2011 2010
(in thousands)
Non-GAAP free cash flow reconciliation:
Net cash provided by operating activities $ 317,712 $ 276,401
Acquisition of DVD content library (85,154 ) (123,901 )
Purchases of property and equipment (49,682 ) (33,837 )
Other assets 3,674 12,344

Non-GAAP free cash flow $ 186,550 $ 131,007




Year Ended December 31,
2010 2009
(in thousands)
Non-GAAP free cash flow reconciliation:
Net cash provided by operating activities $ 276,401 $ 325,063
Acquisition of DVD content library (123,901 ) (193,044 )
Purchases of property and equipment (33,837 ) (45,932 )
Other assets 12,344 11,035

Non-GAAP free cash flow $ 131,007 $ 97,122




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minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The expected
timing of payment of the obligations discussed above is estimated based on information available to us as of December 31, 2011. Timing of
payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to agreed-upon amounts
for some obligations. The following table summarizes our contractual obligations at December 31, 2011:


We have entered into certain streaming content license agreements that include an unspecified or a maximum number of titles that we
may or may not receive in the future and/or that include pricing contingent upon certain variables, such as theatrical exhibition receipts
for the title. As of the reporting date, it is unknown whether we will receive access to these titles or what the ultimate price per title will
be. Accordingly such amounts are not reflected in the above contractual obligations table. However, such amounts are expected to be
significant and the expected timing of payment for these commitments could range from less than one year to more than five years.

As of December 31, 2011, the Company had gross unrecognized tax benefits of $28.1 million and an additional $2.4 million for gross
interest and penalties classified as “Other non-current liabilities” in the Consolidated Balance Sheet. At this time, the Company is unable to
make a reasonably reliable estimate of the timing of payments in individual years due to uncertainties in the timing of tax audit outcomes;
therefore, such amounts are not included in the above contractual obligation table.
Off-Balance Sheet Arrangements
As part of our ongoing business, we do not engage in transactions that generate relationships with unconsolidated entities or financial
partnerships, such as entities often referred to as structured finance or special purpose entities. Accordingly, our operating results, financial
condition and cash flows are not subject to off-balance sheet risks.

36
Payments due by Period
Contractual obligations (in thousands): Total
Less than
1 year (3) 1-3 years 3-5 years
More than
5 years
8.50% senior notes $ 302,000 $ 17,000 $ 34,000 $ 34,000 $ 217,000
Convertible notes 200,000 — — — 200,000
Operating lease obligations 59,925 17,599 26,485 13,702 2,139
Lease financing obligations (1) 19,267 4,174 6,020 5,886 3,187
Streaming content obligations (2) 3,907,198 797,649 2,384,373 650,480 74,696
Other purchase obligations 262,469 149,700 112,158 611 —

Total $ 4,750,859 $ 986,122 $ 2,563,036 $ 704,679 $ 497,022











(1) Represents the lease financing obligations for our Los Gatos, California headquarters.
(2) Streaming content obligations include agreements to acquire and license streaming content that represent long-term liabilities or that are
not reflected on the Consolidated Balance Sheets. For those agreements with variable terms, we do not estimate what the total obligation
may be beyond any minimum quantities and/ or pricing as of the reporting date. For those agreements that include renewal provisions that
are solely at the option of the content provider, we include the commitments associated with the renewal period to the extent such
commitments are fixed or a minimum amount is specified. For these reasons, the amounts presented in the table may not provide a
reliable indicator of our expected future cash outflows.
(3) For purposes of this table, less than one year does not include liabilities which are reflected on the Consolidated Balance Sheets as current
liabilities. Content accounts payables for instance includes $905.8 million in streaming content obligations not reflected in the above
table.
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Indemnifications
The information set forth under Note 6 of Item 8, Financial Statements and Supplementary Data under the caption “Guarantees—
Indemnification Obligations” is incorporated herein by reference.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. The
Securities and Exchange Commission (“SEC”) has defined a company’s critical accounting policies as the ones that are most important to the
portrayal of a company’s financial condition and results of operations, and which require a company to make its most difficult and subjective
judgments. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We base our estimates
on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ
from these estimates.
Content Accounting
We obtain content through streaming content license agreements, DVD direct purchases and DVD revenue sharing agreements with
studios, distributors and other suppliers.
We obtain content distribution rights in order to stream TV shows and movies to subscribers’ TVs, computers and mobile devices.
Streaming content is generally licensed for a fixed-fee for the term of the license agreement which may have multiple windows of availability.
The license agreement may or may not be recognized in content library.
When the streaming license fee is known or reasonably determinable for a specific title and the specific title is first available for
streaming to subscribers, the title is recognized on the Consolidated Balance Sheets as “Current content library” for the portion available for
streaming within one year and as “Non-current content library” for the remaining portion. New titles recognized in the content library are
classified in the line item “Additions to streaming content library” within net cash provided by operating activities in the Consolidated
Statements of Cash Flows. We amortize the content library on a straight-line basis over each title’s contractual window of availability, which
typically ranges from six months to five years. The steaming content library is reported at the lower of unamortized cost or estimated net
realizable value. No write down from unamortized cost to a lower net realizable value was recorded in any of the periods presented. The
amortization is classified in “Cost of revenues-Subscription” in the Consolidated Statements of Operations and in the line item “Amortization
of streaming content library” within net cash provided by operating activities in the Consolidated Statements of Cash Flows. Payment terms for
these license fees may extend over the term of the license agreement, which could range from six months to five years. For the titles recognized
in content library, the license fees due but not paid are classified on the Consolidated Balance Sheets as “Content accounts payable” for the
amounts due within one year and as “Non-current content liabilities” for the amounts due beyond one year. Changes in these liabilities are
classified in the line item “Change in streaming content liabilities” within net cash provided by operating activities in the Consolidated
Statement of Cash Flows. We record the streaming content library assets and their related liability on our Consolidated Balance Sheets at the
gross amount of the liability. Payments for the titles not yet available for streaming are not yet recognized in the content library but in prepaid
content. Minimum commitments for the titles not yet available for streaming are not yet recognized in the content library and are included in
Note 5 of Item 8, Financial Statements and Supplementary Data .
When the streaming license fee is not known or reasonably determinable for a specific title, the title does not meet the criteria for asset
recognition in the content library. Titles do not meet the criteria for asset

37
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recognition in the content library because the underlying license agreement does not specify the number of titles or the license fee per title or
the windows of availability per title, so that the license fee is not known or reasonably determinable for a specific title. Typical payment terms
for these agreements, which can range from three to five years, require us to make equal fixed payments at the beginning of each quarter of the
license term. To the extent that cumulative payments exceed cumulative amortization, “Prepaid content” is recorded on the Consolidated
Balance Sheets. We amortize the license fees on a straight-line basis over the term of each license agreement. The amortization is classified in
“Cost of revenues- Subscription” in the Consolidated Statements of Operations and in the line item “Net income” within net cash provided by
operating activities in the Consolidated Statements of Cash Flows. Changes in prepaid content are classified within net cash provided by
operating activities in the line item “Prepaid content” in the Consolidated Statements of Cash Flows. Commitments for licenses that do not
meet the criteria for asset recognition in the content library are included in Note 5 of Item 8, Financial Statements and Supplementary Data .
We acquire DVD content for the purpose of renting such content to our subscribers and earning subscription rental revenues, and, as
such, we consider our direct purchase DVD library to be a productive asset. Accordingly, we classify our DVD library in “Non-current content
library” on the Consolidated Balance Sheets. The acquisition of DVD content library, net of changes in related liabilities, is classified in the
line item “Acquisition of DVD content library” within cash used in investing activities in the Consolidated Statements of Cash Flows because
the DVD content library is considered a productive asset. Other companies in the in-home entertainment video industry classify these cash
flows as operating activities. We amortize our direct purchase DVDs, less estimated salvage value, on a “sum-of-the-months” accelerated basis
over their estimated useful lives. The useful life of the new release DVDs and back-catalog DVDs is estimated to be one year and three years,
respectively. The amortization of the DVD content library is classified in “Cost of revenues—Subscription” in the Consolidated Statement of
Operations and in the line item “Amortization of DVD content library” within net cash provided by operating activities in the Consolidated
Statements of Cash Flows. We also obtain DVD content through revenue sharing agreements with studios and distributors. Revenue sharing
obligations incurred based on utilization are classified in “Cost of revenues—Subscription” in the Consolidated Statements of Operations and
in the line item “Net income” within net cash provided by operating activities in the Consolidated Statements of Cash Flows. The terms of
some revenue sharing agreements obligate us to make a low initial payment for certain titles, representing a minimum contractual obligation
under the agreement. The low initial payment is in exchange for a commitment to share a percentage of our subscription revenues or to pay a
fee, based on utilization, for a defined period of time. The initial payment may be in the form of an upfront non-refundable payment which is
classified in content library or in the form of a prepayment of future revenue sharing obligations which is classified as prepaid content.
Stock-Based Compensation
Stock-based compensation expense at the grant date is based on the total number of options granted and an estimate of the fair value of
the awards expected to vest and is recognized as expense ratably over the requisite service period, which is the vesting period.
We calculate the fair value of new stock-based compensation awards under our stock option plans using a lattice-binomial model. We use
a Black-Scholes model to determine the fair value of employee stock purchase plan shares. These models require the input of highly subjective
assumptions, including price volatility of the underlying stock. Changes in the subjective input assumptions can materially affect the estimate
of fair value of options granted and our results of operations could be impacted.


38



Expected Volatility: Our computation of expected volatility is based on a blend of historical volatility of our common stock and
implied volatility of tradable forward call options to purchase shares of our common stock. Our decision to incorporate implied
volatility was based on our assessment that implied volatility of publicly traded options in our common stock is more reflective of
market conditions and,
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Income Taxes
We record a provision for income taxes for the anticipated tax consequences of our reported results of operations using the asset and
liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating loss and tax
credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which
future realization is uncertain.
Although we believe our assumptions, judgments and estimates are reasonable, changes in tax laws or our interpretation of tax laws and
the resolution of any tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements.
In evaluating our ability to recover our deferred tax assets, in full or in part, we consider all available positive and negative evidence,
including our past operating results, and our forecast of future earnings, future taxable income and prudent and feasible tax planning strategies.
The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we
are using to manage the underlying businesses. Actual operating results in future years could differ from our current assumptions, judgments
and estimates. However, we believe that it is more likely than not that substantially all deferred tax assets recorded on our Consolidated
Balance Sheets will ultimately be realized. In the event we were to determine that we would not be able to realize all or part of our net deferred
tax assets in the future, an adjustment to the deferred tax assets would be charged to earnings in the period in which we make such
determination.
We did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. We may recognize a tax
benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest
benefit that has a greater than 50% likelihood of being realized upon settlement. At December 31, 2011, our estimated gross unrecognized tax
benefits were $28.1 million of which $22.4 million, if recognized, would favorably impact our future earnings. Due to uncertainties in any tax
audit outcome, our estimates of the ultimate settlement of our unrecognized tax positions may change and the actual tax benefits may differ
significantly from the estimates. See Note 8 of Item 8, Financial Statements and Supplementary Data for further information regarding income
taxes.

The primary objective of our investment activities is to preserve principal, while at the same time maximizing income we receive from
investments without significantly increased risk. To achieve this objective, we follow an established investment policy and set of guidelines to
monitor and help mitigate our exposure to interest rate and credit risk. The policy sets forth credit quality standards and limits our exposure to
any one issuer, as well as our maximum exposure to various asset classes. We maintain a portfolio of cash equivalents

39

therefore, can reasonably be expected to be a better indicator of expected volatility than historical volatility of our common stock. We
include the historical volatility in our computation due to low trade volume of our tradable forward call options in certain periods
thereby precluding sole reliance on implied volatility. An increase of 10% in our computation of expected volatility would increase
the total stock-based compensation expense by approximately $3.1 million.



Suboptimal Exercise Factor: Our computation of the suboptimal exercise factor is based on historical option exercise behavior and
the terms and vesting periods of the options granted and is determined for both executives and non-executives. An increase in the
suboptimal exercise factor of 10% would increase the total stock-based compensation expense by approximately $2.3 million.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
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and short-term investments in a variety of securities. These securities are classified as available-for-sale and are recorded at fair value with
unrealized gains and losses, net of tax, included in “Accumulated other comprehensive income” within stockholders equity in the Consolidated
Balance Sheets.
For the year ended December 31, 2011, we had no material impairment charges associated with our short-term investment portfolio.
Although we believe our current investment portfolio has very little risk of material impairment, we cannot predict future market conditions or
market liquidity and can provide no assurance that our investment portfolio will remain materially unimpaired. Some of the securities we invest
in may be subject to market risk due to changes in prevailing interest rates which may cause the principal amount of the investment to fluctuate.
For example, if we hold a security that was issued with a fixed interest rate at the then-prevailing rate and the prevailing interest rate later rises,
the value of our investment will decline. At December 31, 2011, our cash equivalents were generally invested in money market funds, which
are not subject to market risk because the interest paid on such funds fluctuates with the prevailing interest rate. Our short-term investments
were comprised of corporate debt securities, government and agency securities and asset and mortgage-backed securities.
As of December 31, 2011, we had securities classified as short-term investments of $289.8 million. Changes in interest rates could
adversely affect the market value of these investments. The table below separates these investments, based on stated maturities, to show the
approximate exposure to interest rates.

A sensitivity analysis was performed on our investment portfolio as of December 31, 2011. The analysis is based on an estimate of the
hypothetical changes in market value of the portfolio that would result from an immediate parallel shift in the yield curve of various
magnitudes. This methodology assumes a more immediate change in interest rates to reflect the current economic environment.
The following table presents the hypothetical fair values (in $ thousands) of our debt securities classified as short-term investments
assuming immediate parallel shifts in the yield curve of 50 basis points (“BPS”), 100 BPS and 150 BPS. The analysis is shown as of
December 31, 2011:


The consolidated financial statements and accompanying notes listed in Part IV, Item 15(a)(1) of this Annual Report on Form 10-K are
included elsewhere in this Annual Report on Form 10-K.

None.

40
(in thousands)
Due within one year $ 108,382
Due within five years 180,373
Due within ten years —
Due after ten years 1,003

Total $ 289,758


Fair Value December 31, 2011
(in thousands)
-150 BPS -100 BPS -50 BPS +50 BPS +100 BPS +150 BPS
$295,788 $ 293,778 $ 291,768 $ 287,747 $ 285,737 $ 283,727
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of
the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K were
effective in providing reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and
procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,
within Netflix have been detected.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule
13a-15(f) of the Securities Exchange Act of 1934 as amended (the Exchange Act)). Our management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2011. In making this assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework . Based on our
assessment under the framework in Internal Control—Integrated Framework , our management concluded that our internal control over
financial reporting was effective as of December 31, 2011. The effectiveness of our internal control over financial reporting as of December 31,
2011 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that is included herein.

There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2011 that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

None.

41
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
(b) Management’s Annual Report on Internal Control Over Financial Reporting
(c) Changes in Internal Control Over Financial Reporting
Item 9B. Other Information
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PART III

Information regarding our directors and executive officers is incorporated by reference from the information contained under the sections
“Proposal One: Election of Directors,” “Section 16(a) Beneficial Ownership Compliance” and “Code of Ethics” in our Proxy Statement for the
Annual Meeting of Stockholders.

Information required by this item is incorporated by reference from information contained under the section “Compensation of Executive
Officers and Other Matters” in our Proxy Statement for the Annual Meeting of Stockholders.

Information required by this item is incorporated by reference from information contained under the sections “Security Ownership of
Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Proxy Statement for the Annual Meeting of
Stockholders.

Information required by this item is incorporated by reference from information contained under the section “Certain Relationships and
Related Transactions” and “Director Independence” in our Proxy Statement for the Annual Meeting of Stockholders.

Information with respect to principal independent registered public accounting firm fees and services is incorporated by reference from
the information under the caption “Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm” in our
Proxy Statement for the Annual Meeting of Stockholders.

42
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accounting Fees and Services
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PART IV



The financial statements are filed as part of this Annual Report on Form 10-K under “Item 8. Financial Statements and
Supplementary Data.”

The financial statement schedules are omitted as they are either not applicable or the information required is presented in the
financial statements and notes thereto under “Item 8. Financial Statements and Supplementary Data.”



43
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements:
(2) Financial Statement Schedules:
(3) Exhibits:
Exhibit
Number

Exhibit Description
Incorporated by Reference Filed
Herewith Form File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation 10-Q 000-49802 3.1 August 2, 2004
3.2 Amended and Restated Bylaws 8-K 000-49802 3.1 March 20, 2009
3.3

Certificate of Amendment to the Amended and Restated
Certificate of Incorporation 10-Q 000-49802 3.3 August 2, 2004
4.1 Form of Common Stock Certificate S-1/A 333-83878 4.1 April 16, 2002
4.2

Indenture, dated November 6, 2009, among Netflix, Inc., the
guarantors from time to time party thereto and Wells Fargo
Bank, National Association, relating to the 8.50% Senior
Notes due 2017. 8-K 000-49802 4.1
November 9,
2009
4.3

Indenture, dated November 28, 2011, among Netflix, Inc. and
Wells Fargo Bank, National Association, relating to the Zero
Coupon Senior Convertible Notes due 2018. 8-K 000-49802 4.1
November 28,
2011
4.4

Registration Rights Agreement dated November 28, 2011, by and
among Netflix, Inc., TCV VII, L.P., TCV VII(A), L.P. and
TCV Member Fund, L.P. 8-K 000-49802 10.1
November 28,
2011
10.1†

Form of Indemnification Agreement entered into by the registrant
with each of its executive officers and directors S-1/A 333-83878 10.1 March 20, 2002
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44
Exhibit
Number

Exhibit Description
Incorporated by Reference Filed
Herewith Form File No. Exhibit Filing Date
10.2† 2002 Employee Stock Purchase Plan Def 14A 000-49802 A April 8, 2010
10.3† Amended and Restated 1997 Stock Plan S-1/A 333-83878 10.3 May 16, 2002
10.4† Amended and Restated 2002 Stock Plan Def 14A 000-49802 A March 31, 2006
10.5 Amended and Restated Stockholders’ Rights Agreement S-1 333-83878 10.5 March 6, 2002
10.6† 2011 Stock Plan Def 14A 000-49802 A April 20, 2011
10.8† Description of Director Equity Compensation Plan 8-K 000-49802 99.1 June 16, 2010
10.9† Description of Director Equity Compensation Plan 8-K 000-49802 10.1 December 28, 2009
10.10†

Amended and Restated Executive Severance and Retention
Incentive Plan 10-Q 000-49802 10.10 May 7, 2009
23.1 Consent of Independent Registered Public Accounting Firm X
24 Power of Attorney (see signature page)
31.1

Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 X
31.2

Certification of Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 X
32.1*

Certifications of Chief Executive Officer and Chief
Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 X
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45
Exhibit
Number

Exhibit Description
Incorporated by Reference
Filed
Herewith Form File No. Exhibit
Filing
Date
101

The following financial information from Netflix, Inc.’s Annual
Report on Form 10-K for the year ended December 31, 2011 filed
with the SEC on February 10, 2012, formatted in XBRL includes:
(i) Consolidated Balance Sheets as of December 31, 2011 and
2010, (ii) Consolidated Statements of Operations for the Years
Ended December 31, 2011, 2010 and 2009, (iii) Consolidated
Statements of Stockholders’ Equity and Comprehensive Income
for the Years Ended December 31, 2011, 2010 and 2009, (iv)
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2011, 2010 and 2009 and (v) the Notes to
Consolidated Financial Statements. X

* These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the
Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings.
† Indicates a management contract or compensatory plan
Table of Contents
NETFLIX, INC.
INDEX TO FINANCIAL STATEMENTS


46
Page
Report of Independent Registered Public Accounting Firm 47
Consolidated Balance Sheets as of December 31, 2011 and 2010 48
Consolidated Statements of Operations for the Years Ended December 31, 2011, 2010 and 2009 49
Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Years Ended December 31, 2011, 2010 and
2009 50
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009 51
Notes to Consolidated Financial Statements 52
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Netflix, Inc.:
We have audited the accompanying consolidated balance sheets of Netflix, Inc. and subsidiaries (the Company) as of December 31, 2011
and 2010, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of
the years in the three-year period ended December 31, 2011. We also have audited Netflix, Inc.’s internal control over financial reporting as of
December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Netflix, Inc.’s management is responsible for these consolidated financial statements, for
maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting appearing under item 9A
(b). Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control
over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the
consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
Netflix, Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Netflix,
Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
/s/ KPMG LLP
Santa Clara, California
February 10, 2012

47
Table of Contents
NETFLIX, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

See accompanying notes to consolidated financial statements.

48
As of December 31,
2011 2010
Assets
Current assets:
Cash and cash equivalents $ 508,053 $ 194,499
Short-term investments 289,758 155,888
Current content library, net 919,709 181,006
Prepaid content 56,007 62,217
Other current assets 57,330 43,621

Total current assets 1,830,857 637,231
Non-current content library, net 1,046,934 180,973
Property and equipment, net 136,353 128,570
Other non-current assets 55,052 35,293

Total assets $ 3,069,196 $ 982,067




Liabilities and Stockholders’ Equity
Current liabilities:
Content accounts payable $ 924,706 $ 168,695
Other accounts payable 87,860 54,129
Accrued expenses 63,693 38,572
Deferred revenue 148,796 127,183

Total current liabilities 1,225,055 388,579
Long-term debt 200,000 200,000
Long-term debt due to related party 200,000 —
Non-current content liabilities 739,628 48,179
Other non-current liabilities 61,703 55,145

Total liabilities 2,426,386 691,903
Commitments and contingencies (Note 5)
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized at December 31, 2011 and 2010; no
shares issued and outstanding at December 31, 2011 and 2010 — —
Common stock, $0.001 par value; 160,000,000 shares authorized at December 31, 2011 and 2010;
55,398,615 and 52,781,949 issued and outstanding at December 31, 2011 and 2010, respectively 55 53
Additional paid-in capital 219,119 51,622
Accumulated other comprehensive income 706 750
Retained earnings 422,930 237,739

Total stockholders’ equity 642,810 290,164

Total liabilities and stockholders’ equity $ 3,069,196 $ 982,067




Table of Contents
NETFLIX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)



See accompanying notes to consolidated financial statements.

49
Year ended December 31,
2011 2010 2009
Revenues $ 3,204,577 $ 2,162,625 $ 1,670,269
Cost of revenues:
Subscription 1,789,596 1,154,109 909,461
Fulfillment expenses 250,305 203,246 169,810

Total cost of revenues 2,039,901 1,357,355 1,079,271

Gross profit 1,164,676 805,270 590,998
Operating expenses:
Marketing 402,638 293,839 237,744
Technology and development 259,033 163,329 114,542
General and administrative 117,937 64,461 46,773
Legal settlement 9,000 — —

Total operating expenses 788,608 521,629 399,059

Operating income 376,068 283,641 191,939
Other income (expense):
Interest expense (20,025 ) (19,629 ) (6,475 )
Interest and other income 3,479 3,684 6,728

Income before income taxes 359,522 267,696 192,192
Provision for income taxes 133,396 106,843 76,332

Net income $ 226,126 $ 160,853 $ 115,860






Net income per share:
Basic $ 4.28 $ 3.06 $ 2.05






Diluted $ 4.16 $ 2.96 $ 1.98






Weighted-average common shares outstanding:
Basic 52,847 52,529 56,560






Diluted 54,369 54,304 58,416






Table of Contents
NETFLIX, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
(in thousands, except share data)

See accompanying notes to consolidated financial statements.

50
Common Stock
Additional

Paid-in
Capital
Treasury

Stock
Accumulated
Other
Comprehensive

Income
Retained
Earnings
Total
Stockholders’

Equity
Shares Amount
Balances as of December 31, 2008 58,862,478 $ 62 $ 338,577 $ (100,020 ) $ 84 $ 108,452 $ 347,155
Net income — — — — — 115,860 115,860
Unrealized gains on available-for-sale
securities, net of taxes — — — — 189 — 189

Comprehensive income, net of taxes — — — — — — 116,049

Issuance of common stock upon exercise of options 1,724,110 1 29,508 — — — 29,509
Issuance of common stock under employee stock purchase plan 224,799 — 5,765 — — — 5,765
Repurchases of common stock and retirement of outstanding treasury
stock (7,371,314 ) (10 ) (398,850 ) 100,020 — (25,495 ) (324,335 )
Stock-based compensation expense — — 12,618 — — — 12,618
Excess stock option income tax benefits — — 12,382 — — — 12,382

Balances as of December 31, 2009 53,440,073 $ 53 $ — $ — $ 273 $ 198,817 $ 199,143
Net income — — — — — 160,853 160,853
Unrealized gains on available-for-sale securities, net of taxes — — — — 477 — 477

Comprehensive income, net of taxes — — — — — — 161,330

Issuance of common stock upon exercise of options 1,902,073 2 47,080 — — — 47,082
Issuance of common stock under employee stock purchase plan 46,112 — 2,694 — — — 2,694
Repurchases of common stock (2,606,309 ) (2 ) (88,326 ) — — (121,931 ) (210,259 )
Stock-based compensation expense — — 27,996 — — — 27,996
Excess stock option income tax benefits — — 62,178 — — — 62,178

Balances as of December 31, 2010 52,781,949 $ 53 $ 51,622 $ — $ 750 $ 237,739 $ 290,164
Net income — — — — — 226,126 226,126
Unrealized losses on available-for-sale securities, net of taxes — — — — (68 ) — (68 )
Cumulative translation adjustment 24 24

Comprehensive income, net of taxes — — — — — — 226,082

Issuance of common stock upon exercise of options 659,370 — 19,614 — — — 19,614
Issuance of common stock, net of costs 2,857,143 3 199,483 — — — 199,486
Repurchases of common stock (899,847 ) (1 ) (158,730 ) — — (40,935 ) (199,666 )
Stock-based compensation expense — — 61,582 — — — 61,582
Excess stock option income tax benefits — — 45,548 — — — 45,548

Balances as of December 31, 2011 55,398,615 $ 55 $ 219,119 $ — $ 706 $ 422,930 $ 642,810














Table of Contents
NETFLIX, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

See accompanying notes to consolidated financial statements.

51
Year Ended December 31,
2011 2010 2009
Cash flows from operating activities:
Net income $ 226,126 $ 160,853 $ 115,860
Adjustments to reconcile net income to net cash provided by operating activities:
Additions to streaming content library (2,320,732 ) (406,210 ) (64,217 )
Change in streaming content liabilities 1,460,400 167,836 (4,014 )
Amortization of streaming content library 699,128 158,100 48,192
Amortization of DVD content library 96,744 142,496 171,298
Depreciation and amortization of property, equipment and intangibles 43,747 38,099 38,044
Stock-based compensation expense 61,582 27,996 12,618
Excess tax benefits from stock-based compensation (45,784 ) (62,214 ) (12,683 )
Other non-cash items (4,050 ) (9,128 ) (7,161 )
Deferred taxes (18,597 ) (962 ) 6,328
Gain on sale of business — — (1,783 )
Changes in operating assets and liabilities:
Prepaid content 6,211 (35,476 ) (5,643 )
Other current assets (4,775 ) (18,027 ) (5,358 )
Other accounts payable 24,314 18,098 1,537
Accrued expenses 68,902 67,209 13,169
Deferred revenue 21,613 27,086 16,970
Other non- current assets and liabilities 2,883 645 1,906

Net cash provided by operating activities 317,712 276,401 325,063

Cash flows from investing activities:
Acquisition of DVD content library (85,154 ) (123,901 ) (193,044 )
Purchases of short-term investments (223,750 ) (107,362 ) (228,000 )
Proceeds from sale of short-term investments 50,993 120,857 166,706
Proceeds from maturities of short-term investments 38,105 15,818 35,673
Purchases of property and equipment (49,682 ) (33,837 ) (45,932 )
Proceeds from sale of business — — 7,483
Other assets 3,674 12,344 11,035

Net cash used in investing activities (265,814 ) (116,081 ) (246,079 )

Cash flows from financing activities:
Principal payments of lease financing obligations (2,083 ) (1,776 ) (1,158 )
Proceeds from issuance of common stock upon exercise of options 19,614 49,776 35,274
Proceeds from public offering of common stock, net of issuance costs 199,947 — —
Excess tax benefits from stock-based compensation 45,784 62,214 12,683
Borrowings on line of credit, net of issuance costs — — 18,978
Payments on line of credit — — (20,000 )
Proceeds from issuance of debt, net of issuance costs 198,060 — 193,917
Repurchases of common stock (199,666 ) (210,259 ) (324,335 )

Net cash provided by (used in) financing activities 261,656 (100,045 ) (84,641 )

Net increase (decrease) in cash and cash equivalents 313,554 60,275 (5,657 )
Cash and cash equivalents, beginning of year 194,499 134,224 139,881

Cash and cash equivalents, end of year $ 508,053 $ 194,499 $ 134,224






Supplemental disclosure:
Income taxes paid $ 79,069 $ 56,218 $ 58,770
Interest paid 19,395 20,101 3,878
Table of Contents
NETFLIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Description of Business
Netflix, Inc. (the “Company”) was incorporated on August 29, 1997 and began operations on April 14, 1998. The Company is an Internet
subscription service streaming TV shows and movies. The Company’s subscribers can instantly watch unlimited TV shows and movies
streamed over the Internet to their TVs, computers and mobile devices and in the United States, subscribers can receive DVDs delivered
quickly to their homes.
The Company is organized into three operating segments, Domestic streaming, International streaming and Domestic DVD. Substantially
all of the Company’s revenues are generated in the United States, and all of the Company’s long-lived tangible assets are held in the United
States. The Company’s revenues are derived from monthly subscription fees.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances
and transactions have been eliminated.
Reclassification
Certain prior period amounts have been reclassified to conform to the current presentation. These reclassifications did not impact any
prior amounts of reported total assets, total liabilities, stockholders’ equity, results of operations or cash flows.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.
Significant items subject to such estimates and assumptions include the amortization policy of its content library; the valuation of stock-based
compensation; and the recognition and measurement of income tax assets and liabilities. The Company bases its estimates on historical
experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ
from these estimates.
Cash Equivalents and Short-term Investments
The Company considers investments in instruments purchased with an original maturity of 90 days or less to be cash equivalents. The
Company classifies short-term investments, which consist of marketable securities with original maturities in excess of 90 days as available-
for-sale. Short-term investments are reported at fair value with unrealized gains and losses included in “Accumulated other comprehensive
income” within stockholders’ equity in the Consolidated Balance Sheets. The amortization of premiums and discounts on the investments,
realized gains and losses, and declines in value judged to be other-than-temporary on available-for-sale securities are included in “Interest and
other income” in the Consolidated Statements of Operations. The Company uses the specific identification method to determine cost in
calculating realized gains and losses upon the sale of short-term investments.

52
1. Organization and Summary of Significant Accounting Policies
Table of Contents
Short-term investments are reviewed periodically to identify possible other-than-temporary impairment. When evaluating the
investments, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial
condition of the issuer, the Company’s intent to sell, or whether it would be more likely than not that the Company would be required to sell
the investments before the recovery of their amortized cost basis.
Content Library
The Company obtains content through streaming content license agreements, DVD direct purchases and DVD revenue sharing
agreements with studios, distributors and other suppliers.
The Company obtains content distribution rights in order to stream TV shows and movies to subscribers’ TVs, computers and mobile
devices. Streaming content is generally licensed for a fixed-fee for the term of the license agreement which may have multiple windows of
availability. The license agreement may or may not be recognized in content library.
When the streaming license fee is known or reasonably determinable for a specific title and the specific title is first available for
streaming to subscribers, the title is recognized on the Consolidated Balance Sheets in “Current content library” for the portion available for
streaming within one year and in “Non-current content library” for the remaining portion. New titles recognized in the content library are
classified in the line item “Additions to streaming content library” within net cash provided by operating activities in the Consolidated
Statements of Cash Flows. The Company amortizes the content library on a straight-line basis over each title’s contractual window of
availability, which typically ranges from six months to five years. The steaming content library is reported at the lower of unamortized cost or
estimated net realizable value. No write down from unamortized cost to a lower net realizable value was recorded in any of the periods
presented. The amortization is classified in “Cost of revenues—Subscription” in the Consolidated Statements of Operations and in the line item
“Amortization of streaming content library” within net cash provided by operating activities in the Consolidated Statements of Cash Flows.
Payment terms for these license fees may extend over the term of the license agreement, which could range from six months to five years. For
the titles recognized in content library, the license fees due but not paid are classified on the Consolidated Balance Sheets as “Content accounts
payable” for the amounts due within one year and as “Non-current content liabilities” for the amounts due beyond one year. Changes in these
liabilities are classified in the line item “Change in streaming content liabilities” within net cash provided by operating activities in the
Consolidated Statement of Cash Flows. The Company records the streaming content library assets and their related liability on the
Consolidated Balance Sheets at the gross amount of the liability. Payments for the titles not yet available for streaming are not yet recognized
in the content library but in prepaid content. Minimum commitments for titles not yet available for streaming are not yet recognized in the
content library and are included in Note 5 to the consolidated financial statements.
When the streaming license fee is not known or reasonably determinable for a specific title, the title does not meet the criteria for asset
recognition in the content library. Titles do not meet the criteria for asset recognition in the content library because the underlying license
agreement does not specify the number of titles or the license fee per title or the windows of availability per title, so that the license fee is not
known or reasonably determinable for a specific title. Typical payment terms for these agreements, which can range from three to five years,
require the Company to make equal fixed payments at the beginning of each quarter of the license term. To the extent that cumulative payments
exceed cumulative amortization, “Prepaid content” is recorded on the Consolidated Balance Sheets. The Company amortizes the license fees on
a straight-line basis over the term of each license agreement. The amortization is classified in “Cost of revenues—Subscription” in the
Consolidated Statements of Operations and in the line item “Net income” within net cash provided by operating activities in the Consolidated
Statements of Cash Flows. Changes in prepaid content are classified within net cash provided by operating activities in the line item “Prepaid
content” in the Consolidated Statements of Cash Flows. Commitments for licenses that do not meet the criteria for asset recognition in the
content library are included in Note 5 to the consolidated financial statements.

53
Table of Contents
The Company acquires DVD content for the purpose of renting such content to its subscribers and earning subscription rental revenues,
and, as such, the Company considers its direct purchase DVD library to be a productive asset. Accordingly, the Company classifies its DVD
library in “Non-current content library” on the Consolidated Balance Sheets. The acquisition of DVD content library, net of changes in related
liabilities, is classified in the line item “Acquisition of DVD content library” within cash used in investing activities in the Consolidated
Statements of Cash Flows because the DVD content library is considered a productive asset. Other companies in the in-home entertainment
video industry classify these cash flows as operating activities. The Company amortizes its direct purchase DVDs, less estimated salvage value,
on a “sum-of-the-months” accelerated basis over their estimated useful lives. The useful life of the new release DVDs and back-catalog DVDs
is estimated to be one year and three years, respectively. The amortization of the DVD content library is classified in “Cost of revenue-
Subscription” in the Consolidated Statements of Operations and in the line item “Amortization of DVD content library” within net cash
provided by operating activities in the Consolidated Statements of Cash Flows. The Company also obtains DVD content through revenue
sharing agreements with studios and distributors. Revenue sharing obligations incurred based on utilization are classified in “Cost of revenues-
Subscription” in the Consolidated Statements of Operations and in the line item “Net income” within net cash provided by operating activities
in the Consolidated Statements of Cash flows. The terms of some revenue sharing agreements obligate the Company to make a low initial
payment for certain titles, representing a minimum contractual obligation under the agreement. The low initial payment is in exchange for a
commitment to share a percentage of its subscription revenues or to pay a fee, based on utilization, for a defined period of time. The initial
payment may be in the form of an upfront non-refundable payment which is classified in content library or in the form of a prepayment of
future revenue sharing obligations which is classified as prepaid content.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over
the shorter of the estimated useful lives of the respective assets, generally up to 30 years, or the lease term for leasehold improvements, if
applicable. Leased buildings are capitalized and included in property and equipment when the Company was involved in the construction
funding and did not meet the “sale-leaseback” criteria.
Impairment of Long-Lived Assets
Long-lived assets such as DVD content library, property and equipment and intangible assets subject to depreciation and amortization are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be
recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to
estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its
estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair
value of the asset group. There were no events or changes in circumstances that would indicate that the carrying amount of an asset group may
not be recoverable in any of the years presented. All of the Company’s long-lived tangible assets are held in the United States.
Revenue Recognition
Subscription revenues are recognized ratably over each subscriber’s monthly subscription period. Revenues are presented net of the taxes
that are collected from customers and remitted to governmental authorities. Deferred revenue consists of subscriptions revenues billed to
subscribers that have not been recognized and gift subscriptions that have not been redeemed.

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Table of Contents
Marketing
Marketing expenses consist primarily of advertising expenses and also include payments made to the Company’s affiliates and consumer
electronics partners and payroll related expenses. Advertising expenses include promotional activities such as television and online advertising,
as well as allocated costs of revenues relating to free trial periods. Advertising costs are expensed as incurred except for advertising production
costs, which are expensed the first time the advertising is run. Advertising expense totaled approximately $299.1 million, $212.4 million and
$175.0 million in 2011, 2010 and 2009, respectively.
Income Taxes
The Company records a tax provision for the anticipated tax consequences of the reported results of operations using the asset and
liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit
carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the
enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future
realization is uncertain. There was no significant valuation allowance as of December 31, 2011 or 2010.
The Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. The Company
recognizes a tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are
then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes
interest and penalties related to uncertain tax positions in income tax expense. See Note 8 to the consolidated financial statements for further
information regarding income taxes.
Foreign Currency
The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange
rates in effect at the end of each period. Revenue and expenses for these subsidiaries are translated using rates that approximate those in effect
during the period. Gains and losses from these translations are recognized in cumulative translation adjustment included in accumulated other
comprehensive income in shareholders’ equity. For transactions that are not denominated in the functional currency, the Company remeasures
monetary assets and liabilities at exchange rates in effect at the end of each period. Gains and losses from these remeasurements are recognized
in interest and other income.
Net Income Per Share
Basic net income per share is computed using the weighted-average number of outstanding shares of common stock during the period.
Diluted net income per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive,
potential common shares outstanding during the period. Potential common shares consist of shares issuable upon the assumed conversion of the
Company’s

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Table of Contents
Convertible Notes, incremental shares issuable upon the assumed exercise of stock options, and for 2010 and 2009, shares that were
purchasable pursuant to the Company’s employee stock purchase plan (“ESPP”). The Company’s ESPP was suspended in 2011 and there were
no offerings in 2011. The computation of net income per share is as follows:

Employee stock options with exercise prices greater than the average market price of the common stock were excluded from the diluted
calculation as their inclusion would have been anti-dilutive. The following table summarizes the potential common shares excluded from the
diluted calculation:

Stock-Based Compensation
The Company grants stock options to its employees on a monthly basis. The Company has elected to grant all options as fully vested non-
qualified stock options. As a result of immediate vesting, stock-based compensation expense is fully recognized on the grant date, and no
estimate is required for post-vesting option forfeitures. See Note 7 to the consolidated financial statements for further information regarding
stock-based compensation.
Stock Repurchases
To facilitate a stock repurchase program, shares are repurchased by the Company in the open market and are accounted for when the
transaction is settled. Shares held for future issuance are classified as Treasury stock. Shares formally or constructively retired are deducted
from common stock for par value and from additional paid in capital for the excess over par value. If additional paid in capital has been
exhausted, the excess over par value is deducted from Retained earnings. Direct costs incurred to acquire the shares are included in the total
cost of the shares.

56
Year ended December 31,
2011 2010 2009
(in thousands, except per share data)
Basic earnings per share:
Net income $ 226,126 $ 160,853 $ 115,860
Shares used in computation:
Weighted-average common shares outstanding 52,847 52,529 56,560

Basic earnings per share $ 4.28 $ 3.06 $ 2.05






Diluted earnings per share:
Net income $ 226,126 $ 160,853 $ 115,860
Convertible Notes interest expense, net of tax 17 — —

Numerator for diluted earnings per share 226,143 160,853 115,860
Shares used in computation:
Weighted-average common shares outstanding 52,847 52,529 56,560
Convertible Notes shares 217 — —
Employee stock options and employee stock purchase plan shares 1,305 1,775 1,856

Weighted-average number of shares 54,369 54,304 58,416

Diluted earnings per share $ 4.16 $ 2.96 $ 1.98






Year ended December 31,
2011 2010 2009
(in thousands)
Employee stock options 225 14 64
Table of Contents
The Company’s investment policy is consistent with the definition of available-for-sale securities. The Company does not buy and hold
securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital,
liquidity and return. From time to time, the Company may sell certain securities but the objectives are generally not to generate profits on short-
term differences in price. The following table summarizes, by major security type, the Company’s assets that are measured at fair value on a
recurring basis and are categorized using the fair value hierarchy.




57
2. Short-term Investments
December 31, 2011

Amortized
Cost
Gross
Unrealized

Gains
Gross
Unrealized

Losses
Estimated
Fair Value
(in thousands)
Cash $ 388,941 $ — $ — $ 388,941
Level 1 securities (1):
Money market funds 123,608 — — 123,608
Level 2 securities (3):
Corporate debt securities 112,264 603 (214 ) 112,653
Government and agency securities 175,464 694 (56 ) 176,102
Asset and mortgage-backed securities 941 62 — 1,003

$ 801,218 $ 1,359 $ (270 ) $ 802,307

Less: Restricted cash (1) (4,496 )

Total cash, cash equivalents and short-term investments $ 797,811


December 31, 2010

Amortized
Cost
Gross
Unrealized

Gains
Gross
Unrealized

Losses
Estimated
Fair Value
(in thousands)
Cash $ 194,146 $ — $ — $ 194,146
Level 1 securities (2):
Money market funds 4,914 — — 4,914
Level 2 securities (3):
Corporate debt securities 109,745 1,043 (101 ) 110,687
Government and agency securities 42,062 331 (101 ) 42,292
Asset and mortgage-backed securities 2,881 168 (140 ) 2,909

$ 353,748 $ 1,542 $ (342 ) 354,948

Less: Long-term restricted cash (2) (4,561 )

Total cash, cash equivalents and short-term investments $ 350,387



(1) Includes $119.1 million that is included in cash and cash equivalents and $3.5 million and $1.0 million of restricted cash that is included
in other non-current assets and other current assets, respectively, related to workers compensation deposits.
(2) Includes $0.4 million that is included in cash and cash equivalents and $4.6 million of long-term restricted cash that is included in other
non-current assets related to workers compensation deposits.
(3) Included in short-term investments.
Table of Contents
Fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in
pricing an asset or liability. The hierarchy level assigned to each security in the Company’s available-for-sale portfolio and cash equivalents is
based on its assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date. The
fair value of available-for-sale securities and cash equivalents included in the Level 1 category is based on quoted prices that are readily and
regularly available in an active market. The fair value of available-for-sale securities included in the Level 2 category is based on observable
inputs, such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are
observable, either directly or indirectly. These values were obtained from an independent pricing service and were evaluated using pricing
models that vary by asset class and may incorporate available trade, bid and other market information and price quotes from well-established
independent pricing vendors and broker-dealers. The Company’s procedures include controls to ensure that appropriate fair values are
recorded, such as comparing prices obtained from multiple independent sources. See Note 4 to the consolidated financial statements for further
information regarding the fair value of the Company’s senior convertible notes and senior notes.
Because the Company does not intend to sell the investments that are in an unrealized loss position and it is not likely that the Company
will be required to sell any investments before recovery of their amortized cost basis, the Company does not consider those investments with an
unrealized loss to be other-than-temporarily impaired at December 31, 2011. There were no material other-than-temporary impairments or
credit losses related to available-for-sale securities in 2011, 2010 or 2009.
The gross realized gains on the sales of available-for-sale securities for the three years ended December 31, 2011, 2010 and 2009 were
$0.7 million, $1.0 million and $1.9 million, respectively. There were no material gross realized losses from the sale of available-for-sale
investments for the years ended December 31, 2011, 2010 and 2009. Realized gains and losses and interest income are included in interest and
other income.
The estimated fair value of short-term investments by contractual maturity as of December 31, 2011 is as follows:


Content Library
Content library consisted of the following:


58
(in thousands)
Due within one year $ 108,382
Due after one year and through 5 years 180,373
Due after 5 years and through 10 years —
Due after 10 years 1,003

Total short-term investments $ 289,758


3. Balance Sheet Components
As of December 31,
2011 2010
Streaming DVD Total Streaming DVD Total
(in thousands)
Total content library, gross $ 2,552,284 $ 599,155 $ 3,151,439 $ 441,637 $ 627,392 $ 1,069,029
Accumulated amortization (632,270 ) (552,526 ) (1,184,796 ) (143,227 ) (563,823 ) (707,050 )

Total content library, net 1,920,014 46,629 1,966,643 298,410 63,569 361,979
Current content library, net 919,709 — 919,709 181,006 — 181,006

Non-current content library, net $ 1,000,305 $ 46,629 $ 1,046,934 $ 117,404 $ 63,569 $ 180,973












Table of Contents
Content Liabilities
Content liabilities consisted of the following:

The Company typically enters into multi-year licenses with studios and other distributors that may result in an increase in content library
and a corresponding increase in content accounts payable and non-current content liabilities. The payment terms for these license fees may
extend over the term of the license agreement, which could range from six months to five years. As of December 31, 2011, content accounts
payable and non-current content liabilities increased $1.45 billion, over December 31, 2010, as compared to an increase in total content library,
net, of $1.60 billion.
Property and Equipment, Net
Property and equipment and accumulated depreciation consisted of the following:

Accrued Expenses
Accrued expenses consisted of the following:


59
As of December 31,
2011 2010
Streaming DVD and other Total Streaming DVD and other Total
(in thousands)
Content accounts payable $ 905,792 $ 18,914 $ 924,706 $ 136,841 $ 31,854 $ 168,695
Non-current content liabilities 739,628 — 739,628 48,179 — 48,179

Total content liabilities $ 1,645,420 $ 18,914 $ 1,664,334 $ 185,020 $ 31,854 $ 216,874












As of December 31,
2011 2010
(in thousands)
Computer equipment 3 years $ 67,090 $ 60,289
Operations and other equipment 5 years 100,306 72,368
Software, including internal-use software 3 years 35,356 26,961
Furniture and fixtures 3 years 17,310 11,438
Building 30 years 40,681 40,681
Leasehold improvements Over life of lease 44,473 36,530
Capital work-in-progress 822 16,882

Property and equipment, gross 306,038 265,149
Less: Accumulated depreciation (169,685 ) (136,579 )

Property and equipment, net $ 136,353 $ 128,570




As of December 31,
2011 2010
(in thousands)
Accrued state sales and use tax $ 14,557 $ 14,983
Accrued payroll and employee benefits 17,763 8,520
Accrued interest on debt 2,125 2,125
Accrued content related costs 10,774 6,950
Accrued legal settlement 9,000 —
Current portion of lease financing obligations 2,319 2,083
Other 7,155 3,911

Accrued expenses $ 63,693 $ 38,572




Table of Contents
Senior Convertible Notes
In November 2011, the Company issued $200.0 million aggregate principal amount of zero coupon senior convertible notes due on
December 1, 2018 (the “Convertible Notes”) in a private placement offering to TCV VII, L.P., TCV VII(A), L.P., and TCV Member Fund,
L.P.,. A general partner of these funds also serves on the Company’s board of directors, and as such, the issuance of the notes is considered a
related party transaction. The net proceeds to the Company were approximately $197.8 million. Debt issuance costs of $2.2 million (of which
$0.3 million were unpaid at December 31, 2011) were recorded in “Other non-current assets” on the Consolidated Balance Sheet and are
amortized over the term of the notes as interest expense. The Convertible Notes are the Company’s general, unsecured obligations and are
effectively subordinated to all of the Company’s existing and future secured debt, to the extent of the assets securing such debt, and are
structurally subordinated to all liabilities of the Company’s subsidiaries, including trade payables. The Convertible Notes do not bear interest,
except in specified circumstances. The initial conversion rate for the Convertible Notes is 11.6553 shares of the Company’s common stock, par
value $0.001 per share, per $1,000 principal amount of notes. This is equivalent to an initial conversion price of approximately $85.80 per
share of common stock. Holders may surrender their notes for conversion at any time prior to the close of business day immediately preceding
the maturity date of the notes. The Convertible Notes are repayable in whole or in part upon the occurrence of a change of control, at the option
of the holders, at a purchase price in cash equal to 120% of the principal amount. At any time following May 28, 2012, the Company may elect
to cause the conversion of the Convertible Notes into shares of the Company’s common stock when specified conditions are satisfied, including
that the daily volume weighted average price of the Company’s common stock is equal or greater than $111.54 for at least 50 trading days
during a 65 trading day period prior to the conversion date.
The Company determined that the embedded conversion option in the Convertible Notes does not require separate accounting treatment
as a derivative instrument because it is both indexed to the Company’s own stock and would be classified in stockholder’s equity if
freestanding. Additionally, the Convertible Notes do not require or permit any portion of the obligation to be settled in cash and accordingly the
liability and equity (conversion option) components are not required to be accounted for separately.
The Convertible Notes include, among other terms and conditions, limitations on the Company’s ability to pay cash dividends or to
repurchase shares of its common stock, subject to specified exceptions. At December 31, 2011, the Company was in compliance with these
covenants.
Based on quoted market prices of the Company’s publicly traded debt, the fair value of the Convertible Notes was approximately $206.5
million as of December 31, 2011.
Senior Notes
In November 2009, the Company issued $200.0 million aggregate principal amount of 8.50% senior notes due November 15, 2017 (the
“8.50% Notes”). The net proceeds to the Company were approximately $193.9 million. Debt issuance costs of $6.1 million were recorded in
“Other non-current assets” on the Consolidated Balance Sheets and are amortized over the term of the notes as interest expense. The notes were
issued at par and are senior unsecured obligations of the Company. Interest is payable semi-annually at a rate of 8.50% per annum on May 15
and November 15 of each year, commencing on May 15, 2010. The 8.50% Notes are repayable in whole or in part upon the occurrence of a
change of control, at the option of the holders, at a purchase price in cash equal to 101% of the principal plus accrued interest. Prior to
November 15, 2012, in the event of a qualified equity offering, the Company may redeem up to 35% of the 8.50% Notes at a redemption price
of 108.50% of the principal plus accrued interest. Additionally, the Company may redeem the 8.50% Notes prior to November 15, 2013 in
whole or in part at a redemption price of 100% of the principal plus accrued interest, plus a “make-whole” premium. On or after November 15,
2013, the Company may redeem the 8.50% Notes in whole or in part at specified prices ranging from 104.25% to 100% of the principal plus
accrued interest.

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4. Long-term Debt
Table of Contents
The 8.50% Notes include, among other terms and conditions, limitations on the Company’s ability to create, incur, assume or be liable for
indebtedness (other than specified types of permitted indebtedness); dispose of assets outside the ordinary course (subject to specified
exceptions); acquire, merge or consolidate with or into another person or entity (other than specified types of permitted acquisitions); create,
incur or allow any lien on any of its property or assign any right to receive income (except for specified permitted liens); make investments
(other than specified types of investments); or pay dividends, make distributions, or purchase or redeem the Company’s equity interests (each
subject to specified exceptions). At December 31, 2011 and 2010, the Company was in compliance with these covenants.
Based on quoted market prices, the fair value of the 8.50% Notes was approximately $206.5 million and $225.0 million as of
December 31, 2011 and 2010, respectively.
Credit Agreement
In September 2009, the Company entered into a credit agreement which provided for a $100 million three-year revolving line of credit.
Loans under the credit agreement bore interest, at the Company’s option, at either a base rate determined in accordance with the credit
agreement, plus a spread of 1.75% to 2.25%, or an adjusted LIBOR rate plus a spread of 2.75% to 3.25%. In October 2009, the Company
borrowed $20.0 million under the credit agreement. The proceeds, net of issuance costs, to the Company were approximately $19.0 million. In
connection with the issuance of the 8.50% Notes, the Company repaid all outstanding amounts under and terminated the credit agreement.
Issuance costs related to the line of credit were included in interest expense in the year ended December 31, 2009.

Lease obligations
The Company leases facilities under non-cancelable operating leases with various expiration dates through 2018. The facilities generally
require the Company to pay property taxes, insurance and maintenance costs. Further, several lease agreements contain rent escalation clauses
or rent holidays. For purposes of recognizing minimum rental expenses on a straight-line basis over the terms of the leases, the Company uses
the date of initial possession to begin amortization, which is generally when the Company enters the space and begins to make improvements in
preparation of intended use. For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other
than the date of initial occupancy, the Company records minimum rental expenses on a straight-line basis over the terms of the leases in the
Consolidated Statements of Operations. The Company has the option to extend or renew most of its leases which may increase the future
minimum lease commitments.
Because the terms of the Company’s original facilities lease agreements required the Company’s involvement in the construction funding
of the buildings at its Los Gatos, California headquarters site, the Company is the “deemed owner” (for accounting purposes only) of these
buildings. Accordingly, the Company recorded an asset of $40.7 million, representing the total costs of the buildings and improvements,
including the costs paid by the lessor (the legal owner of the buildings), with corresponding liabilities. Upon completion of construction of each
building, the Company did not meet the sale-leaseback criteria for de-recognition of the building assets and liabilities. Therefore the leases are
accounted for as financing obligations.
In the first quarter of 2010, the Company extended the facility leases for the Los Gatos buildings for an additional five year term after the
remaining term of the original lease, thus increasing the future minimum payments under lease financing obligations by approximately $14
million. The leases continue to be accounted for as financing obligations and no gain or loss was recorded as a result of the lease financing
modification. At December 31, 2011, the lease financing obligation balance was $34.1 million, of which $2.3 million and $31.8 million were
recorded in “Accrued expenses” and “Other non-current liabilities,” respectively, on the

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5. Commitments and Contingencies
Table of Contents
Consolidated Balance Sheet. The remaining future minimum payments under the lease financing obligation are $19.3 million. The lease
financing obligation balance at the end of the extended lease term will be approximately $25.8 million which approximates the net book value
of the buildings to be relinquished to the lessor.
Future minimum payments under lease financing obligations and non-cancelable operating leases as of December 31, 2011 are as
follows:

Rent expense associated with the operating leases was $16.9 million, $14.9 million and $14.5 million for the years ended December 31,
2011, 2010 and 2009, respectively.
Streaming Content
The Company had $3.91 billion and $1.12 billion of obligations at December 31, 2011 and December 31, 2010, respectively, including
agreements to acquire and license streaming content that represent long-term liabilities or that are not reflected on the Consolidated Balance
Sheets because they do not meet content library asset recognition criteria. The license agreements do not meet content library asset recognition
criteria because either the fee is not known or reasonably determinable for a specific title or it is known but the title is not yet available for
streaming to subscribers. For those agreements with variable terms, the Company does not estimate what the total obligation may be beyond
any minimum quantities and/or pricing as of the reporting date. For those agreements that include renewal provisions that are solely at the
option of the content provider, the Company includes the commitments associated with the renewal period to the extent such commitments are
fixed or a minimum amount is specified.
The expected timing of payments as of December 31, 2011 for these commitments is as follows:

The Company has entered into certain license agreements that include an unspecified or a maximum number of titles that the Company
may or may not receive in the future and /or that include pricing contingent upon certain variables, such as theatrical exhibition receipts for the
title. As of the reporting date, it is unknown whether the Company will receive access to these titles or what the ultimate price per title will be.
Accordingly, such amounts are not reflected in the commitments described above. However such amounts are expected to be significant and
the expected timing of payments could range from less than one year to more than five years.

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Year Ending December 31,
Future
Minimum
Payments
(in thousands)
2012 $ 21,773
2013 18,310
2014 14,195
2015 11,008
2016 8,580
Thereafter 5,326

Total minimum payments $ 79,192


(in thousands)
Less than one year $ 797,649
Due after one year and through 3 years 2,384,373
Due after 3 years and through 5 years 650,480
Due after 5 years 74,696

Total streaming content obligations $ 3,907,198


Table of Contents
In addition to the streaming content obligations above, the Company has licenses with certain performing rights organizations (“PRO”),
and is currently involved in negotiations with other PROs, that hold certain rights to music used in connection with streaming content. For the
latter, the Company accrues for estimated royalties that are due to PROs and adjusts these accruals based on any changes in estimates. While
the Company anticipates finalizing these negotiations, the outcome of these negotiations is uncertain. Additionally, pending litigation between
certain PROs and other third parties could impact the Company’s negotiations. If the Company is unable to reach mutually acceptable terms
with the PROs, the Company could become involved in similar litigation. The results of any negotiation or litigation may be materially
different from management’s estimates.
Litigation
From time to time, in the normal course of its operations, the Company is a party to litigation matters and claims, including claims
relating to employee relations, business practices and patent infringement. Litigation can be expensive and disruptive to normal business
operations. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in
the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision
for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An
unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position,
liquidity or results of operations.
On January 27, 2012, a purported shareholder class action suit was filed in the United States District Court for the Northern District of
California against the Company and certain of its officers and directors. The complaint alleges that the Company issued materially false and
misleading statements regarding the Company’s business practices and its contracts with content providers, which lead to artificially inflated
stock prices. The complaint alleges violation of the federal securities laws and seeks unspecified compensatory damages and other relief. A
second suit was filed on January 27, 2012, alleging virtually identical claims. Management has determined a potential loss is reasonably
possible however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential
loss is reasonably estimable.
On November 23, 2011, a purported shareholder derivative suit was filed in the United States District Court for the Northern District of
California against the Company and certain of its officers and directors. The complaint alleges, among other claims, that the Company’s
officers and members of its Board of Directors breached their fiduciary duties, wasted valuable corporate assets, and were unjustly enriched as
a result of causing the Company to buy back stock at artificially inflated prices to the detriment of the Company and its shareholders. The
complaint seeks unspecified compensatory damages and other relief. Management has determined a potential loss is reasonably possible
however, based on its current knowledge, management does not believe that the amount of such possible loss or a range of potential loss is
reasonably estimable.
In January through April of 2009, a number of purported anti-trust class action suits were filed against the Company in various United
States Federal Courts. Wal-Mart Stores, Inc. and Walmart.com USA LLC (collectively, Wal-Mart) were also named as defendants in these
suits. These cases have been consolidated in the Northern District of California and have been assigned the multidistrict litigation number
MDL-2029. A number of substantially similar suits were filed in California State Courts, and have been consolidated in Santa Clara County.
The plaintiffs, who are current or former Netflix customers, generally alleged that Netflix and Wal-Mart entered into an agreement to divide the
markets for sales and online rentals of DVDs in the United States, which resulted in higher Netflix subscription prices. A number of other cases
had been filed in Federal and State courts by current or former subscribers to the online DVD rental service offered by Blockbuster Inc.,
alleging injury arising from similar facts. These cases have been related to MDL 2029 or, in the case of the California State cases, coordinated
with the cases in Santa Clara County. The complaint(s) sought unspecified compensatory and enhanced damages, interest, costs and fees and
other equitable relief. On November 22, 2011, the court granted the Company’s motion for summary judgment. On December 22, 2011,
plaintiff appealed the summary judgment ruling. Management has determined a potential loss is reasonably possible; however, based on its
current

63
Table of Contents
knowledge, management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable.
The Company is involved in other litigation matters not listed above but does not consider the matters to be material either individually or
in the aggregate at this time. The Company’s view of the matters not listed may change in the future as the litigation and events related thereto
unfold.

In the ordinary course of business, the Company has entered into contractual arrangements under which it has agreed to provide
indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to,
losses arising out of the Company’s breach of such agreements and out of intellectual property infringement claims made by third parties. In
these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular
contract.
The Company’s obligations under these agreements may be limited in terms of time or amount, and in some instances, the Company may
have recourse against third-parties for certain payments. In addition, the Company has entered into indemnification agreements with its
directors and certain of its officers that will require it, among other things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers. The terms of such obligations vary.

64
6. Guarantees—Indemnification Obligations
Table of Contents
It is not possible to make a reasonable estimate of the maximum potential amount of future payments under these or similar agreements
due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. No
amount has been accrued in the accompanying financial statements with respect to these indemnification guarantees.

On November 28, 2011, the Company issued 2.9 million shares of common stock upon the closing of a public offering for $200 million
net of issuance costs of $0.5 million, the majority of which were unpaid as of December 31, 2011.
Stock Repurchase Program
The following table presents a summary of the Company’s stock repurchases:

Under the current stock repurchase plan, announced on June 11, 2010, the Company is authorized to repurchase up to $300 million of its
common stock through the end of 2012. As of December 31, 2011, $41.0 million of this authorization is remaining. The timing and actual
number of shares repurchased is at management’s discretion and will depend on various factors including price, corporate and regulatory
requirements, debt covenant requirements, alternative investment opportunities and other market conditions.
Shares repurchased by the Company are accounted for when the transaction is settled. There were no unsettled share repurchases at
December 31, 2011. Shares repurchased and retired are deducted from common stock for par value and from additional paid in capital for the
excess over par value. If additional paid in capital has been exhausted, the excess over par value is deducted from retained earnings. Direct
costs incurred to acquire the shares are included in the total cost of the shares. During the year ended December 31, 2011, $40.9 million was
deducted from retained earnings related to share repurchases.
In the fourth quarter of 2009, the Company determined that all shares held in treasury stock would be retired. Accordingly, these
constructively retired shares were deducted from common stock for par value and from additional paid in capital for the excess over par value,
until additional paid in capital was exhausted and then from retained earnings.
Preferred Stock
The Company has authorized 10,000,000 shares of undesignated preferred stock with par value of $0.001 per share. None of the preferred
shares were issued and outstanding at December 31, 2011 and 2010.
Voting Rights
The holders of each share of common stock shall be entitled to one vote per share on all matters to be voted upon by the Company’s
stockholders.

65
7. Stockholders’ Equity
Year ended December 31,
2011 2010 2009
(in thousands, except per share data)
Total number of shares repurchased 900 2,606 7,371
Dollar amount of shares repurchased $ 199,666 210,259 324,335
Average price paid per share $ 221.88 $ 80.67 $ 44.00
Range of price paid per share $ 160.11 – 248.78 $ 60.23 – $126.01 $ 34.70 – $60.00
Table of Contents
Stock Option Plans
In June 2011, the Company adopted the 2011 Stock Plan. The 2011 Stock Plan provides for the grant of incentive stock options to
employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units to employees,
directors and consultants. As of December 31, 2011, 5,700,000 shares were reserved for future grants under the 2011 Stock Plan.
In February 2002, the Company adopted the 2002 Stock Plan, which was amended and restated in May 2006. The 2002 Stock Plan
provides for the grant of incentive stock options to employees and for the grant of non-statutory stock options and stock purchase rights to
employees, directors and consultants. As of December 31, 2011, 1,313,508 shares were reserved for future grants under the 2002 Stock Plan
and the large majority will expire in the first quarter of 2012.
A summary of the activities related to the Company’s options is as follows:

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing
stock price on the last trading day of 2011 and the exercise price, multiplied by the number of in-the-money options) that would have been
received by the option holders had all option holders exercised their options on December 31, 2011. This amount changes based on the fair
market value of the Company’s common stock. Total intrinsic value of options exercised for the years ended December 31, 2011, 2010 and
2009 was $128.1 million, $176.0 million and $44.7 million, respectively.
Cash received from option exercises for the years ended December 31, 2011, 2010 and 2009 was $19.6 million, $47.1 million and $29.5
million, respectively.

66

Shares Available

for Grant
Options Outstanding
Weighted-
Average
Remaining
Contractual

Term
(in Years)

Aggregate
Intrinsic Value

(in Thousands)
Number of
Shares
Weighted-

Average
Exercise
Price
Balances as of December 31, 2008 3,192,515 5,365,016 18.81
Granted (601,665 ) 601,665 41.65
Exercised — (1,724,110 ) 17.11
Canceled 1,133 (1,133 ) 12.69
Expired (716 ) — —

Balances as of December 31, 2009 2,591,267 4,241,438 22.74
Granted (552,765 ) 552,765 99.58
Exercised — (1,902,073 ) 24.75

Balances as of December 31, 2010 2,038,502 2,892,130 36.11
Authorized 5,700,000 — —
Granted (724,994 ) 724,994 154.09
Exercised — (659,370 ) 29.11

Balances as of December 31, 2011 7,013,508 2,957,754 66.59 6.28 84,482





Vested and exercisable at
December 31, 2011 2,957,754 66.59 6.28 84,482
Table of Contents
The following table summarizes information on outstanding and exercisable options as of December 31, 2011:

Employee Stock Purchase Plan
In February 2002, the Company adopted the 2002 Employee Stock Purchase Plan (“ESPP”) under which employees purchased common
stock of the Company through accumulated payroll deductions. The purchase price of the common stock acquired by the employees
participating in the ESPP is 85% of the closing price on either the first day of the offering period or the last day of the purchase period,
whichever was lower. Under the ESPP, the offering and purchase periods took place concurrently in consecutive six month increments.
Therefore, the look-back for determining the purchase price was six months. Employees could invest up to 15% of their gross compensation
through payroll deductions. In no event was an employee permitted to purchase more than 8,334 shares of common stock during any six-month
purchase period.
As of December 31, 2011, there were 2,785,721 shares available for future issuance under the 2002 Employee Stock Purchase Plan. The
Company’s ESPP was suspended in 2011 and there were no offerings in 2011.
During the years ended December 31, 2010 and 2009, employees purchased approximately 46,112 and 224,799 shares at average prices
of $58.41 and $25.65 per share, respectively. Cash received from purchases under the ESPP for the years ended December 31, 2010 and 2009
was $2.7 million and $5.8 million, respectively.
Stock-Based Compensation
Vested stock options granted before June 30, 2004 can be exercised up to three months following termination of employment. Vested
stock options granted after June 30, 2004 and before January 1, 2007 can be exercised up to one year following termination of employment.
Vested stock options granted after January 2007 will remain exercisable for the full ten year contractual term regardless of employment status.
The following table summarizes the assumptions used to value option grants using the lattice-binomial model:


67
Options Outstanding and Exercisable
Exercise Price
Number of
Options
Weighted-
Average
Remaining
Contractual Life

(Years)
Weighted-
Average
Exercise
Price
$ 1.50 – $11.48 310,542 2.22 $ 8.08
$ 11.57 – $18.14 311,566 3.25 14.65
$ 19.34 – $23.48 302,259 5.10 21.52
$ 23.78 – $27.55 300,998 4.62 26.32
$ 28.13 – $34.75 304,110 5.40 30.91
$ 35.36 – $53.80 314,372 6.55 42.35
$ 58.23 – $75.00 308,609 9.07 67.04
$ 80.09 – $113.25 359,849 9.29 98.03
$134.91 – $237.19 298,455 9.09 196.19
$242.09 – $267.99 146,994 9.43 259.98

2,957,754



Year Ended December 31,
2011 2010 2009
Dividend yield 0% 0% 0%
Expected volatility 51% – 65% 46% – 54% 46% – 56%
Risk-free interest rate 2.05% – 3.42% 2.65% – 3.67% 2.60% – 3.62%
Suboptimal exercise factor 2.17 – 3.64 1.78 – 3.28 1.73 – 2.01
Table of Contents
The Company bifurcates its option grants into two employee groupings (executive and non-executive) based on exercise behavior and
considers several factors in determining the estimate of expected term for each group, including the historical option exercise behavior, the
terms and vesting periods of the options granted. The following table outlines the suboptimal exercise factor used and the resulting calculated
expected term of the option grants:

The following table summarizes the assumptions used to value shares under the ESPP in 2010 and 2009, using the Black-Scholes option
pricing model:

The Company estimates expected volatility based on a blend of historical volatility of the Company’s common stock and implied
volatility of tradable forward call options to purchase shares of its common stock. The Company believes that implied volatility of publicly
traded options in its common stock is expected to be more reflective of market conditions and, therefore, can reasonably be expected to be a
better indicator of expected volatility than historical volatility of its common stock. The Company includes historical volatility in its
computation due to low trade volume of its tradable forward call options in certain periods, there by precluding sole reliance on implied
volatility.
In valuing shares issued under the Company’s employee stock option plans, the Company bases the risk-free interest rate on U.S.
Treasury zero-coupon issues with terms similar to the contractual term of the options. In valuing shares issued under the Company’s ESPP, the
Company bases the risk-free interest rate on U.S. Treasury zero-coupon issues with terms similar to the expected term of the shares. The
Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the
option valuation model. The Company does not use a post-vesting termination rate as options are fully vested upon grant date. The weighted-
average fair value of employee stock options granted during 2011, 2010 and 2009 was $84.94, $49.31 and $17.79 per share, respectively. The
weighted-average fair value of shares granted under the ESPP during 2010 and 2009 was $21.27 and $10.53 per share, respectively.

68
Year Ended December 31,

2011 2010 2009
Executives:
Suboptimal exercise factor 3.39 – 3.64 2.15 – 3.28 1.87 – 2.01
Expected term of the option grants (in years) 8 6 4
Non-Executives:
Suboptimal exercise factor 2.17 – 2.26 1.78 – 2.09 1.73 – 1.76
Expected term of the option grants (in years) 5 4 3
Year Ended December 31,
2010 2009
Dividend yield 0 % 0%
Expected volatility 45 % 42% – 55%
Risk-free interest rate 0.24 % 0.16% –0.35%
Expected life (in years) 0.5 0.5
Table of Contents
The following table summarizes stock-based compensation expense, net of tax, related to stock option plans and employee stock
purchases which were allocated as follows:


The components of provision for income taxes for all periods presented were as follows:

Income tax benefits attributable to the exercise of employee stock options at $45.5 million, $62.2 million and $12.4 million in 2011, 2010
and 2009, respectively, are recorded directly to additional paid-in-capital.
A reconciliation of the provision for income taxes, with the amount computed by applying the statutory federal income tax rate to income
before income taxes is as follows:


69
Year Ended December 31,
2011 2010 2009
(in thousands)
Fulfillment expenses $ 1,500 $ 1,145 $ 380
Marketing 6,107 3,043 1,786
Technology and development 28,922 10,189 4,453
General and administrative 25,053 13,619 5,999

Stock-based compensation expense before income taxes 61,582 27,996 12,618
Income tax benefit (22,847 ) (11,161 ) (5,017 )

Total stock-based compensation after income taxes $ 38,735 $ 16,835 $ 7,601






8. Income Taxes
Year Ended December 31,
2011 2010 2009
(in thousands)
Current tax provision:
Federal $ 123,406 $ 86,002 $ 55,104
State 28,657 21,803 14,900
Foreign (70 ) — —

Total current 151,993 107,805 70,004
Deferred tax provision:
Federal (14,008 ) (1,615 ) 6,568
State (4,589 ) 653 (240 )

Total deferred (18,597 ) (962 ) 6,328

Provision for income taxes $ 133,396 $ 106,843 $ 76,332






Year Ended December 31,
2011 2010 2009
(in thousands)
Expected tax expense at U.S. federal statutory rate of 35% $ 125,833 $ 93,694 $ 67,267
State income taxes, net of Federal income tax effect 15,042 15,349 10,350
R&D tax credit (8,365 ) (3,207 ) (1,616 )
Other 886 1,007 331

Provision for income taxes $ 133,396 $ 106,843 $ 76,332






Table of Contents
The tax effects of temporary differences and tax carryforwards that give rise to significant portions of the deferred tax assets are presented
below:

Deferred tax assets include $10.0 million and $2.2 million classified as “Other current assets” and $28.3 million and $17.5 million
classified as “Other non-current assets” in the Consolidated Balance Sheets as of December 31, 2011 and 2010, respectively. In evaluating its
ability to realize the net deferred tax assets, the Company considered all available positive and negative evidence, including its past operating
results and the forecast of future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies.
As of December 31, 2011 and 2010, it was considered more likely than not that substantially all deferred tax assets would be realized, and no
significant valuation allowance was recorded.
In December 2010, the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 were signed into law. One of
the major components of this legislation is the reinstatement of the Federal R&D credit retroactively to January 1, 2010. As a result, the
Company recorded a Federal R&D credit of approximately $1.8 million as a discrete item in the fourth quarter of 2010.
The Company classifies unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as “Other
non-current liabilities” in the Consolidated Balance Sheets. As of December 31, 2011, the total amount of gross unrecognized tax benefits was
$28.1 million, of which $22.4 million, if recognized, would favorably impact the Company’s effective tax rate. The aggregate changes in the
Company’s total gross amount of unrecognized tax benefits are summarized as follows (in thousands):

The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of
December 31, 2011, the total amount of gross interest and penalties accrued was $2.4 million, which is classified as “Other non-current
liabilities” in the Consolidated Balance Sheet.
The Company files U.S. federal and state tax returns. The Company is currently under examination by the IRS for the years 2008 and
2009, and the year 2010 remains subject to examination by the IRS. The statute of limitations for years 1997 through 2007 expired in
September 2011 which resulted in a discrete benefit of approximately $3.5 million in the three months ended September 30, 2011. The
Company is currently under

70
As of December 31,
2011 2010
(in thousands)
Deferred tax assets/(liabilities):
Accruals and reserves $ 9,193 $ 1,764
Depreciation (17,381 ) (5,970 )
Stock-based compensation 39,337 19,084
R&D credits 6,335 4,351
Other 844 461

Deferred tax assets $ 38,328 $ 19,690




Balance as of December 31, 2009 $ 13,244
Increases related to tax positions taken during prior periods 1,150
Increases related to tax positions taken during the current period 6,283

Balance as of December 31, 2010 $ 20,677
Decreases related to tax positions taken during prior periods (46 )
Increases related to tax positions taken during the current period 10,739
Decreases related to expiration of statute of limitations (3,237 )

Balance as of December 31, 2011 $ 28,133


Table of Contents
examination by the state of California for the years 2006 and 2007. The years 1997 through 2005, as well as 2008 through 2010, remain subject
to examination by the state of California.
Given the potential outcome of the current examinations as well as the impact of the current examinations on the potential expiration of
the statute of limitations, it is reasonably possible that the balance of unrecognized tax benefits could significantly change within the next
twelve months. However, at this time, an estimate of the range of reasonably possible adjustments to the balance of unrecognized tax benefits
cannot be made.

The Company maintains a 401(k) savings plan covering substantially all of its employees. Eligible employees may contribute up to 60%
of their annual salary through payroll deductions, but not more than the statutory limits set by the Internal Revenue Service. The Company
matches employee contributions at the discretion of the Board of Directors. During 2011, 2010 and 2009, the Company’s matching
contributions totaled $4.0 million, $2.8 million and $2.3 million, respectively.

Effective in the fourth quarter of 2011, the Company has three operating segments: Domestic streaming, International streaming and
Domestic DVD. Segment information is presented along the same lines that the Company’s chief operating decision maker reviews the
operating results in assessing performance and allocating resources. The Company’s chief operating decision maker reviews revenue and
contribution profit for each of the reportable segments. Contribution profit is defined as revenues less cost of revenues and marketing expenses.
There are no internal revenue transactions between the Company’s reporting segments. In addition, the Company does not identify or allocate
its assets by reportable segment and all of the Company’s long-lived tangible assets are held in the United States. The Domestic and
International streaming segments derive revenue from monthly subscription services consisting solely of streaming content. The Domestic
DVD segment derives revenue from monthly subscription services consisting solely of DVD-by-mail.
Between the fourth quarter of 2010 and the third quarter of 2011, the Company had two operating segments: Domestic and International.
During this time, the Company’s domestic streaming content and DVD-by-mail operations were combined. Subscribers in the United States
were able to receive both streaming content and DVDs under a single hybrid plan. Accordingly, revenues were generated and marketing
expenses were incurred in connection with the subscription offerings as a whole. Therefore, it is impracticable to allocate revenues or
marketing expenses or present discrete segment information for the Domestic streaming and Domestic DVD segments for periods prior to the
fourth quarter of 2011.
In the third quarter of 2011, the Company made certain changes to its domestic pricing and plan structure which require subscribers who
wish to receive both DVDs-by-mail and streaming content to have two separate subscription plans. Following this change, beginning in the
fourth quarter of 2011, the Company was able to generate discrete financial information for its Domestic DVD and Domestic streaming
operations and began reporting this information to the chief operating decision maker for review.
Prior to the fourth quarter of 2010, the Company had a single segment as international operations had not yet commenced.

71
9. Employee Benefit Plan
10. Segment Information
Table of Contents
The following table represents segment information for the fourth quarter of 2011:

The following tables represent the Company’s segment information for the years ended December 31, 2011 and 2010 based on the
Company’s segment reporting prior to the fourth quarter of 2011:


72
As of/Three Months ended December 31, 2011

Domestic
Streaming
International

Streaming
Domestic
DVD Consolidated
(in thousands)
Total subscriptions at end of period 21,671 1,858 11,165 —
Revenues $ 476,334 $ 28,988 $ 370,253 $ 875,575
Cost of revenues and marketing expense 424,224 88,731 176,488 689,443

Contribution profit (loss) $ 52,110 $ (59,743 ) $ 193,765 186,132







Other operating expenses 124,260

Operating income 61,872

Other income (expense) (5,037 )
Provision for income taxes 21,616

Net income $ 35,219


As of/Year ended December 31, 2011
Domestic International Consolidated
(in thousands)
Total unique subscribers at end of period 24,395 1,858 26,253
Revenues $ 3,121,727 $ 82,850 $ 3,204,577
Cost of revenues and marketing expense 2,256,540 185,999 2,442,539

Contribution profit (loss) $ 865,187 $ (103,149 ) 762,038





Other operating expenses 385,970

Operating income 376,068

Other income (expense) (16,546 )
Provision for income taxes 133,396

Net income $ 226,126


As of/Year ended December 31, 2010
Domestic International Consolidated
(in thousands)
Total unique subscribers at end of period 19,501 509 20,010
Revenues $ 2,159,008 $ 3,617 $ 2,162,625
Cost of revenues and marketing expense 1,635,459 15,735 1,651,194

Contribution profit (loss) $ 523,549 $ (12,118 ) 511,431





Other operating expenses 227,790

Operating income 283,641

Other income (expense) (15,945 )
Provision for income taxes 106,843

Net income $ 160,853


Table of Contents
Subsequent to December 31, 2011, the Company engaged in mediation of a legal claim pending in the Northern District of California
made in January 2011 related to the Company’s compliance with the Video Privacy Protection Act. This mediation resulted in a settlement of
the matter which includes payment of $9.0 million, which is recognized in the Consolidated Statement of Operations for the year ended
December 31, 2011, and is anticipated to be paid in 2012. The Company had previously evaluated this claim and determined it to be immaterial
and that any potential loss was not probable. Accordingly, no amount had been accrued prior to the mediation and settlement.


See Note 5 to the consolidated financial statements for further information regarding the legal settlement.

73
11. Subsequent Event
12. Selected Quarterly Financial Data (Unaudited)
December 31 September 30 June 30 March 31
(in thousands, except for per share data)
2011
Total revenues $ 875,575 $ 821,839 $ 788,610 $ 718,553
Gross profit 300,420 285,222 298,632 280,402
Net income (1) 35,219 62,460 68,214 60,233
Net income per share:
Basic $ 0.66 $ 1.19 $ 1.30 $ 1.14
Diluted 0.64 1.16 1.26 1.11
2010
Total revenues $ 595,922 $ 553,219 $ 519,819 $ 493,665
Gross profit 205,132 208,750 204,885 186,503
Net income 47,095 37,967 43,519 32,272
Net income per share:
Basic $ 0.90 $ 0.73 $ 0.83 $ 0.61
Diluted 0.87 0.70 0.80 0.59

(1) Net income for the three months ended December 31, 2011 includes $9.0 million of expense related to a legal settlement and $9.5 million
of expense related to termination benefits associated with the Company’s retraction of plans to separate and rebrand the DVD-by-mail
service. An additional $1.8 million of expense related to these termination benefits is expected to be recognized in the first quarter of
2012. As of December 31, 2011, $4.9 million of the costs were included in “Accrued expenses” on the Consolidated Balance Sheet to be
paid in the first quarter of 2012.
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Reed
Hastings and David Wells, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that
all said attorneys-in-fact and agents, or any of them or their or his substitute or substituted, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities and Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.


74
Netflix, Inc.
Dated: February 10, 2012
By:
/ S / R EED H ASTINGS

Reed Hastings
Chief Executive Officer
(principal executive officer)
Dated: February 10, 2012
By:
/ S / D AVID W ELLS

David Wells
Chief Financial Officer
(principal financial and accounting officer)
Signature Title Date
/ S / R EED H ASTINGS

President, Chief Executive Officer and Director
(principal executive officer)
February 10, 2012
Reed Hastings

/ S / D AVID W ELLS
Chief Financial Officer (principal financial and
accounting officer)
February 10, 2012
David Wells
/ S / R ICHARD B ARTON
Director February 10, 2012
Richard Barton
/ S / T IMOTHY M. H ALEY
Director February 10, 2012
Timothy M. Haley
/ S / J AY C. H OAG
Director February 10, 2012
Jay C. Hoag
Table of Contents

75
Signature Title Date
/ S / A NN M ATHER
Director February 10, 2012
Ann Mather
/ S / C HARLES H. G IANCARLO
Director February 10, 2012
Charles H. Giancarlo
/ S / A. G EORGE B ATTLE
Director February 10, 2012
A. George Battle
/ S / L ESLIE J. K ILGORE
Director February 10, 2012
Leslie J. Kilgore
Table of Contents
EXHIBIT INDEX


76
Exhibit
Number

Exhibit Description
Incorporated by Reference Filed
Herewith Form File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation 10-Q 000-49802 3.1 August 2, 2004
3.2 Amended and Restated Bylaws 8-K 000-49802 3.1 March 20, 2009
3.3

Certificate of Amendment to the Amended and Restated
Certificate of Incorporation
10-Q

000-49802

3.3

August 2, 2004

4.1 Form of Common Stock Certificate S-1/A 333-83878 4.1 April 16, 2002
4.2

Indenture, dated November 6, 2009, among Netflix, Inc.,
the guarantors from time to time party thereto and
Wells Fargo Bank, National Association, relating to
the 8.50% Senior Notes due 2017.
8-K

000-49802

4.1

November 9, 2009

4.3

Indenture, dated November 28, 2011, among Netflix,
Inc. and Wells Fargo Bank, National Association,
relating to the Zero Coupon Senior Convertible Notes
due 2018.
8-K

000-49802

4.1

November 28, 2011

4.4

Registration Rights Agreement dated November 28,
2011, by and among Netflix, Inc., TCV VII, L.P.,
TCV VII(A), L.P. and TCV Member Fund, L.P.
8-K

000-49802

10.1

November 28, 2011

10.1†

Form of Indemnification Agreement entered into by the
registrant with each of its executive officers and
directors
S-1/A

333-83878

10.1

March 20, 2002

10.2† 2002 Employee Stock Purchase Plan Def 14A 000-49802 A April 8, 2010
10.3† Amended and Restated 1997 Stock Plan S-1/A 333-83878 10.3 May 16, 2002
10.4† Amended and Restated 2002 Stock Plan Def 14A 000-49802 A March 31, 2006
10.5 Amended and Restated Stockholders’ Rights Agreement S-1 333-83878 10.5 March 6, 2002
10.6† 2011 Stock Plan Def 14A 000-49802 A April 20, 2011
10.8† Description of Director Equity Compensation Plan 8-K 000-49802 99.2 June 16, 2010
10.9† Description of Director Equity Compensation Plan 8-K 000-49802 10.1 December 28, 2009
Table of Contents


77
Exhibit
Number

Exhibit Description
Incorporated by Reference Filed
Herewith Form File No. Exhibit Filing Date
10.10†

Amended and Restated Executive Severance and Retention
Incentive Plan
10-Q

000-49802

10.10

May 7, 2009

23.1 Consent of Independent Registered Public Accounting Firm X
24 Power of Attorney (see signature page)
31.1

Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 X
31.2

Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 X
32.1*

Certifications of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 X
101

The following financial information from Netflix, Inc.’s Annual
Report on Form 10-K for the year ended December 31, 2011
filed with the SEC on February 10, 2012, formatted in XBRL
includes: (i) Consolidated Balance Sheets as of December 31,
2011 and 2010, (ii) Consolidated Statements of Operations for
the Years Ended December 31, 2011, 2010 and 2009, (iii)
Consolidated Statements of Stockholders’ Equity and
Comprehensive Income for the Years Ended December 31,
2011, 2010 and 2009, (iv) Consolidated Statements of Cash
Flows for the Years Ended December 31, 2011, 2010 and 2009
and (v) the Notes to Consolidated Financial Statements. X

* These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the
Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings.
† Indicates a management contract or compensatory plan
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Netflix, Inc.:
We consent to the incorporation by reference in the registration statements (Nos. 333-89024, 333-104250, 333-113198, 333-123501, 333-
136403, 333-145147, 333-160946, and 333-177561) on Form S-8 of Netflix, Inc. of our report dated February 10, 2012, with respect to the
consolidated balance sheets of Netflix, Inc. and subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of
operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31,
2011, and the effectiveness of internal control over financial reporting as of December 31, 2011, which report appears in the December 31,
2011 annual report on Form 10-K of Netflix, Inc.
/s/ KPMG LLP
Santa Clara, California
February 10, 2012
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Reed Hastings, certify that:
1. I have reviewed this Annual Report on Form 10-K of Netflix, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over
financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.

Dated: February 10, 2012
By:
/ S / R EED H ASTINGS
Reed Hastings
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Wells, certify that:
1. I have reviewed this Annual Report on Form 10-K of Netflix, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over
financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.

Dated: February 10, 2012
By:
/ S / D AVID W ELLS
David Wells
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Reed Hastings, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
the Annual Report on Form 10-K of Netflix, Inc. for the year ended December 31, 2011 fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the
financial condition and results of operations of Netflix, Inc.

I, David Wells, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
the Annual Report on Form 10-K of Netflix, Inc. for the year ended December 31, 2011 fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents, in all material respects, the
financial condition and results of operations of Netflix, Inc.

Dated: February 10, 2012
By:
/ S / R EED H ASTINGS
Reed Hastings
Chief Executive Officer
Dated: February 10, 2012
By:
/ S / D AVID W ELLS
David Wells
Chief Financial Officer

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011 OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to Commission File Number: 000-49802

Netflix, Inc.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

77-0467272
(I.R.S. Employer Identification Number)

100 Winchester Circle Los Gatos, California 95032
(Address and zip code of principal executive offices)

(408) 540-3700
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of Exchange on which registered

Common stock, $0.001 par value

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes

No No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and No (2) has been subject to such filing requirements for the past 90 days. Yes Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer (do not check if smaller reporting company) No Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes

As of June 30, 2011, the aggregate market value of voting stock held by non-affiliates of the registrant, based upon the closing sales price for the registrant’s common stock, as reported in the NASDAQ Global Select Market System, was $13,428,994,404. Shares of common stock beneficially owned by each executive officer and director of the Registrant and by each person known by the Registrant to beneficially own

10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose. As of January 31, 2012, there were 55,418,632 shares of the registrant’s common stock, par value $0.001, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Parts of the registrant’s Proxy Statement for Registrant’s 2012 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

Table of Contents NETFLIX, INC. TABLE OF CONTENTS
Page

PART I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. PART II Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. PART III Item 10. Item 11. Item 12. Item 13. Item 14. PART IV Item 15. Exhibits and Financial Statement Schedules 43 Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions and Director Independence Principal Accounting Fees and Services 42 42 42 42 42 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information 20 22 23 39 40 40 41 41 Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosure 1 4 18 19 19 19

but are not limited to. the growth in our streaming subscriptions and the decline in our DVD subscriptions. we have experienced growing consumer acceptance of and interest in the delivery of TV shows and movies directly over the Internet. was very negative. except as may otherwise be required by law. significance of future contractual obligations. Since this launch. the branding announcement. revenues. while staying within the parameters of our consolidated net income and operating segment contribution profit targets. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included throughout this filing and particularly in Item 1A: “Risk Factors” section set forth in this Annual Report on Form 10-K. the growth of Internet delivery of content. Our core strategy is to grow our streaming subscription business domestically and globally. our content library investments. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ. We made a subsequent announcement during the third quarter of 2011 concerning the rebranding of our DVD-by-mail service and the separation of the DVD-by-mail and streaming websites. As a result of these efforts. We are a pioneer in the Internet delivery of TV shows and movies. We are continuously improving the customer experience. Going forward. statements regarding: our core strategy. we will be operating within the parameters of contribution profit targets for each of our operating segments. computers and mobile devices and in the United States. or “us”) is the world’s leading Internet subscription service for enjoying TV shows and movies. the market opportunity for streaming content. Our subscribers can instantly watch unlimited TV shows and movies streamed over the Internet to their TVs. launching our streaming service in 2007. we introduced DVD only plans and separated the combined plans. Prior to July 2011. we have focused on operating margin targets. In July 2011. (“Netflix”. we have developed an ecosystem of Internet-connected devices and have licensed increasing amounts of content that enable consumers to enjoy TV shows and movies directly on their TVs. We believe that the DVD portion of our domestic service will be a fading differentiator to our streaming success. contribution margin. with a focus on expanding our streaming content. and we assume no obligation to revise or publicly release any revision to any such forward-looking statement. our subscribers can receive standard definition DVDs. Item 1. The consumer reaction to the price change. and their high definition successor. Blu-ray discs (collectively referred to as “DVD”). About us Netflix Inc. delivered quickly to their homes. making it necessary for subscribers who wish to receive both DVDs-by-mail and streaming content to have two separate subscription plans. enhancing our user interface and extending our streaming service to even more Internet-connected devices. leading to significant customer cancellations. in the United States. impacts relating to our pricing strategy. our streaming and DVD-by-mail operations were combined and subscribers could receive both streaming content and DVDs under a single “hybrid” plan. We subsequently retracted our plans to rebrand our DVD-bymail service and separate the DVD-by-mail and streaming websites. This resulted in a price increase for our members who were taking a combination of our unlimited DVDs-by-mail and unlimited streaming services. Contribution profit is defined as revenue less cost of revenues and marketing expenses. our advantage of focus within the subscription segment of the entertainment video market. and international expansion. These forwardlooking statements include. In the past. “we”. 1 Business . All forward-looking statements included in this document are based on information available to us on the date hereof. and to a lesser degree. net income. “the Company”. computers and mobile devices. liquidity.Table of Contents PART I Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws.

Segments Beginning with the fourth quarter of 2011. more specifically. DVD direct purchases and DVD revenue sharing agreements. we began international operations by offering our streaming service in Canada. domain names. the Company has three operating segments: Domestic streaming. as well as content delivery networks such as Level 3 Communications. such as television and radio. Financial Statements and Supplementary Data . we do not intend to launch additional international markets. such as Blockbuster and Redbox. we offer free-trial memberships to new members. We anticipate significant contribution losses in the International streaming segment in 2012. Additionally. • • • Operations We obtain content from various studios and other content providers through streaming content license agreements. trade secrets. and telecommunication providers such as AT&T and Verizon. the variable expenses associated with shipments of DVDs are impacted by the seasonal nature of DVD usage. service marks. Intellectual Property We regard our trademarks. slowing in our second quarter (April through June) and then accelerating in our third quarter (July through September). In January 2012. In connection with marketing the service. Competition The market for entertainment video is intensely competitive and subject to rapid change. including online advertising. As a consequence. broad-based media. The Domestic and International streaming segments derive revenue from monthly subscription services consisting solely of streaming content.com and Hulu Plus. as well as various strategic partnerships. see Note 10 of Item 8. subscriber growth is generally greatest in our fourth and first quarters (October through March). Hulu. such as Apple’s iTunes. patents. The Domestic DVD segment derives revenue from monthly subscription services consisting solely of DVD-by-mail. Our principal competitors include: • Multichannel video programming distributors (MVPDs) with free TV Everywhere applications such as HBO GO or Showtime Anytime in the US and SkyGo or BBC iPlayer in the UK and VOD (video-on-demand) content including cable providers. International streaming and Domestic DVD. trade dress.com’s Prime Video. direct broadcast satellite providers. such as Best Buy. Entertainment video retailers. Amazon. to help us efficiently stream TV shows and movies. such as DIRECTV and Echostar. Amazon Web Services. “Over-the-top” Internet movie and TV content providers. We also ship and receive DVDs in the United States from a nationwide network of shipping centers. Rejoining members are an important source of subscriber additions. we launched our streaming service in the UK and Ireland. For additional information regarding our segments.com. we expanded our streaming service to Latin America and the Caribbean. LOVEFiLM and Google’s YouTube. In September 2011.Table of Contents In September 2010. copyrights. We use a combination of 2 . Until we reach our goal of global profitability. Many consumers maintain simultaneous relationships with multiple entertainment video providers and can easily shift spending from one provider to another. Wal-Mart and Amazon. such as Time Warner and Comcast. New competitors may be able to launch new businesses at relatively low cost. DVD rental outlets and kiosk services. We market our service through various channels. proprietary technologies and similar intellectual property as important to our success. We utilize the services of third-party cloud computing providers. Seasonality Our subscriber growth exhibits a seasonal pattern that reflects variations in when consumers buy Internet-connected devices and when they tend to increase video watching.

2011.” the “Company. trademark. The contents of our Web site are not incorporated in.Table of Contents patent. free of charge. As of December 31. Employees As of December 31. Our principal executive offices are located at 100 Winchester Circle.” “us. 2011.com . quarterly reports on Form 10-Q. primarily in our DVD fulfillment operations. current reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the Securities and Exchange Commission. and we consider our relations with our employees to be good.” “our” and the “registrant” refer to Netflix.” “we.com. We also utilize part-time and temporary employees. on our investor relations Web site under “SEC Filings. Our ability to protect and enforce our intellectual property rights is subject to certain risks and from time to time we encounter disputes over rights and obligations concerning intellectual property. We maintain a Web site at www. 3 . this Annual Report on Form 10-K. In this Annual Report on Form 10-K. Other information We were incorporated in Delaware in August 1997 and completed our initial public offering in May 2002. We also make available. Los Gatos. We cannot provide assurance that we will prevail in any intellectual property disputes. Our investor relations Web site is located at http://ir. or otherwise to be regarded as part of. investors should monitor this portion of the Netflix Web site. SEC filings and public conference calls and webcasts. California 95032. as well as increased automation of our shipment centers. and our telephone number is (408) 540-3700.348 full-time employees. “Netflix. in addition to following press releases. to respond to the fluctuating demand for DVD shipments. We use our investor relations Web site as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.netflix. Our employees are not covered by a collective bargaining agreement.netflix. we had 579 parttime and temporary employees. Our use of temporary employees has decreased significantly due to decreased DVD shipments in 2011.” our Annual Reports on Form 10-K. copyright and trade secret laws and confidential agreements to protect our proprietary intellectual property. we had 2. Inc. Accordingly.

including TVs. The market for entertainment video is intensely competitive and subject to rapid change. Competitors include MVPDs with free TV Everywhere and VOD content. Subscribers cancel their subscription to our service for many reasons. DVD delivery takes too long. pay-per-view. If consumers do not perceive our service offering to be of value. financial condition and results of operations could be harmed. The various economic models underlying these differing means of entertainment video delivery include subscription. We have experienced significant subscriber growth over the past several years. our operating results will be adversely affected. our business will be adversely affected. the need to cut household expenses. All of these have the potential to capture meaningful segments of the entertainment video market. including both those that provide legal and illegal (or pirated) entertainment video content. Several competitors have longer operating histories. the trading price of our common stock could decline. consumers are afforded various means for consuming entertainment video. If we are unable to successfully or profitably compete with current and new competitors. many of our subscribers are rejoining our service or originate from word-of-mouth advertising from existing subscribers. fulfillment. The growth of Internet-connected devices. Internet movie and TV content providers. If we are unable to successfully compete with current and new competitors in both retaining our existing subscribers and attracting new subscribers. content offerings. or if we introduce new or adjust existing services that are not favorably received by them. larger customer bases. we may not be able to attract subscribers. our business will be adversely affected. They may secure better terms from suppliers. or if we are unable to attract new subscribers in numbers sufficient to grow our business. our business. if excessive numbers of subscribers cancel our service. If we are unable to compete effectively. marketing and other resources than we do. If too many of our subscribers cancel our service. Risks Related to Our Business If our efforts to attract and retain subscribers are not successful. pricing and related features of competitors to our service may adversely impact our ability to attract and retain subscribers. and marketing. and we may not be able to increase or maintain market share. adopt more aggressive pricing and devote more resources to technology. our ability to maintain and/or grow our business will be adversely affected. New entrants may enter the market with unique service offerings or approaches to providing entertainment video and other companies also may enter into business combinations or alliances that strengthen their competitive positions. If our efforts to satisfy our existing subscribers are not successful. In addition. greater brand recognition and significantly greater financial.Table of Contents Item 1A. Risk Factors If any of the following risks actually occurs. the relative service levels. revenues or profitability. Further. we may be required to incur significantly higher marketing expenditures than we currently anticipate to replace these subscribers with new subscribers. Through these new and existing distribution channels. we may not be able to attract subscribers. our business will be adversely affected. our business will be adversely affected. Furthermore. In that case. Our ability to continue to attract subscribers will depend in part on our ability to consistently provide our subscribers with a valuable and quality experience for selecting and viewing TV shows and movies. DVD rental outlets and kiosk services and entertainment video retail stores. availability of content is limited. programs and technologies. including a perception that they do not use the service sufficiently. and as a result. and you could lose all or part of your investment. We must continually add new subscribers both to replace subscribers who cancel and to grow our business beyond our current subscriber base. New technologies and evolving business models for delivery of entertainment video continue to develop at a fast pace. 4 . ad-supported and piracy-based models. competitive services provide a better value or experience and customer service issues are not satisfactorily resolved. computers and mobile devices has increased the consumer acceptance of Internet delivery of entertainment video.

will be adversely affected. Many of our systems and operational practices were implemented when we were at a smaller scale of operations and we are undertaking efforts to migrate the vast majority of our systems (other than DVD-related) to cloud-based processors. As we undertake all these changes. our results of operations. content offerings. Changes in consumer viewing habits. If we are not able to manage our growth. our business will be adversely affected. adversely impacting our brand and resulting in higher than expected customer cancellations. coupled with the increasingly long-term and fixed-cost nature of our content acquisition licenses. user interface. While we have seen a return to growth in our core domestic streaming segment. The manner in which consumers view entertainment video is changing rapidly. and business models that allow consumers to access entertainment videoon-demand with interactive capabilities including start. If the market segment for consumer paid commercial free Internet streaming of TV shows and movies saturates. our business may be adversely affected. and the subsequent retraction of our plans to rebrand our DVD-by-mail service. Much of the increasing growth can be attributed to the ability of our subscribers to stream TV shows and movies on their TVs. content from cable service providers may be viewed on laptops and content from Internet content providers may be viewed on TVs. Although we provide our own Internet-based delivery of content allowing our subscribers to stream certain TV shows and movies to their Internet-connected televisions and other devices. the rebranding of our DVD-by-mail service. we believe the process of repairing our brand will take time. A decline in our rate of growth could indicate that the market segment for online subscription-based entertainment video is beginning to saturate. if other providers of entertainment video address the changes in consumer viewing habits in a manner that is better able to meet content distributor and consumer needs and expectations. if this market segment were to saturate. computers and mobile devices. and our operating results may be adversely affected. If we are unable to continue to repair the damage to our brand. While we believe that this segment will continue to grow for the foreseeable future. our business will be adversely affected. including improving. if we are not able to manage the growing complexity of our business. including more widespread usage of TV Everywhere. stop and rewind. our business would be adversely affected.Table of Contents If we are unable to continue to recover from the negative consumer reaction to our price change and other announcements made during the third quarter of 2011. In the third quarter of 2011. We believe that strong brand identity will be important in attracting subscribers who may have a number of choices from which to obtain entertainment video. including cash flow. We must continue to build and maintain strong brand identity. These adverse effects. VOD or other similar on demand methods of entertainment video consumption could adversely affect our business. The devices through which entertainment video can be consumed are also changing rapidly. The market segment for consumer paid commercial free Internet streaming of TV shows and movies has grown significantly. our business could be adversely affected. we may not be able to attract or retain subscribers. wireless and Internet content providers are continuing to improve technologies. 5 . as well as continue to operate our DVD service within the United States. If our efforts to build strong brand identity and improve subscriber satisfaction and loyalty are not successful. Consumers reacted negatively to these announcements. we made a series of announcements regarding our business. including the separation of our unlimited DVDby-mail and unlimited streaming plans with a corresponding price change for some of our customers. Digital cable. We are currently engaged in an effort to expand our operations internationally. our business could be adversely affected. grow our streaming service with new content and across more devices. Today. will likely continue to have an adverse impact on our results of operations. refining or revising our systems and operational practices.

we may curtail marketing expenses or otherwise experience an increase in our marketing costs. third-party devices that enable instant streaming of TV shows and movies from Netflix may not meet consumer expectations. or if the cost of our existing sources increases. we have engaged in various offline marketing programs. our title availability. 6 . including paid search listings. text links and permission-based e-mails. We utilize a broad mix of marketing programs to promote our service to potential new subscribers. if ad rates increase. or reacting to changes in our business and the market segments in which we operate could be limited. We may not be able to continue to support the marketing of our service by current means if such activities are no longer available to us. If we are unable to maintain or replace our sources of subscribers with similarly effective sources. We obtain new subscribers through our online marketing efforts. We also acquire a number of subscribers who rejoin our service having previously cancelled their membership. that they want to compete more directly with our business or enter a similar business or decide to exclusively support our competitors. To the extent subscriber and/or revenue growth do not meet our expectations. consumer package and mailing insertions. which could affect our goodwill or brand. In addition. If the available marketing channels are curtailed. our subscribers express dissatisfaction with our service. If companies that currently promote our service decide that we are negatively impacting their business. In connection with obtaining content. The increasingly long-term and fixed-cost nature of our content acquisition licenses may adversely affect our financial condition and future financial results. we may no longer be given access to such marketing channels. our ability to attract new subscribers may be adversely affected. our subscriber levels and marketing expenses may be adversely affected. our liquidity and results of operations could be adversely affected as a result of these content licensing commitments and our flexibility in planning for. particularly for streaming content. If we are unable to continue using our current marketing channels. become cost prohibitive or are adverse to our business. If we are unable to manage the mix of subscriber acquisition sources. We opportunistically adjust our mix of marketing programs to acquire new subscribers at a reasonable cost with the intention of achieving overall financial goals. our subscriber levels and marketing expenses may be adversely affected. fixed-fee licenses with studios and other distributors. we plan on increasing the level of committed content licensing in anticipation of our service and subscriber base growing. We may limit or discontinue use or support of e-mail and other activities if we become concerned that subscribers or potential subscribers deem such activities intrusive. We also engage our consumer electronics partners to generate new subscribers for our service. Such contractual commitments are detailed in the Contractual Obligations section of Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations .Table of Contents If our efforts to promote and maintain our brand are not successful. Furthermore. Laws and regulations impose restrictions on the use of certain channels. inventory allocation. as well as our active affiliate program. banner ads. In addition. delivery processing and service interruptions. To the extent dissatisfaction with our service is widespread or not adequately addressed. our operating results and our ability to attract subscribers may be adversely affected. we will also need to establish our brand and to the extent we are not successful. our brand may be adversely impacted and our ability to attract and retain subscribers may be adversely affected. our business in new markets would be adversely impacted. direct mail and print campaigns. our ability to attract new subscribers may be adversely affected. including commercial e-mail and direct mail. we typically enter into multi-year. including among other things. We maintain an active public relations program to increase awareness of our service and drive subscriber acquisition. Furthermore. including TV and radio advertising. From time to time. With respect to our planned international expansion.

Litigation to defend these claims could be costly and the expenses and damages arising from any liability could harm our results of operations. we are completely dependent on the studio or other content distributor to license us content in order to access and stream content. We rely upon a number of partners to offer instant streaming of content from Netflix to various devices. For example. They may elect to license content exclusively to a particular provider or otherwise limit the types of services that can deliver streaming content. and our subscriber acquisition and retention could also be adversely impacted. We cannot assure that we are insured or indemnified to cover claims of these types or liability that may be imposed on us. Unlike DVD. our margins may be impacted by these fixed content licensing costs. As streaming content license agreements expire. To the extent that we are unable to resolve any of these issues in an amicable manner. content available through our service can be withdrawn on short notice. and the license provides HBO with the exclusive right to such content against other subscription services. We also may face potential liability for content uploaded from our users in connection with our community-related content or movie reviews. We believe that any failure to secure content will manifest in lower subscriber acquisition and retention and not in materially reduced margins. if we do not experience subscriber acquisition and retention as forecasted. The license periods and the terms and conditions of such licenses vary. content licensing or other impediments to our streaming content. our relationship with the studios and other content distributors or our access to content may be adversely impacted. We intend to continue to broaden our capability to instantly stream TV shows and movies to other platforms and partners over time. may nonetheless license the same content to transactional VOD providers. If we become liable. Given the multiple-year duration and largely fixed nature of content licenses. We currently offer subscribers the ability to receive streaming content through their PCs. As such. such that we will not be forced to pay licensing fees for content in excess of our desired contribution profit targets. If this happens.Table of Contents If we become subject to liability for content that we distribute through our service. For example. If studios and other content distributors refuse to license streaming content to us upon acceptable terms. Many of the licenses provide for the studios or other content distributor to withdraw content from our service relatively quickly. our business could be adversely affected. as a result of events over the past several months. Our ability to provide our subscribers with content they can watch instantly therefore depends on studios and other content distributors licensing us content specifically for Internet delivery. the cost of obtaining content could increase and our margins may be adversely affected. As such. patent or trademark infringement or other claims based on the nature and content of materials that we distribute. Because of these provisions as well as other actions we may take. or if we encounter technological. As we grow. we are able to spend an increasingly larger amount for the licensing of streaming content. content for delivery to its subscribers while Warner Bros. If the studios and other content distributors change their terms and conditions or are no longer willing or able to license us content. our results of operations would be adversely affected. digital video players. copyright. As a distributor of content. If we are not successful in maintaining existing and creating new relationships. our ability to grow our business could be adversely impacted. including Netflix. including Blu-ray players and TVs. During the course of our license relationship. we have experienced slower growth than anticipated and our margins have been negatively impacted. Macs and other Internet-connected devices. our ability to stream content to our subscribers will be adversely affected. streaming content is not subject to the First Sale Doctrine. If we are unable to secure and maintain rights to streaming content or if we cannot otherwise obtain such content upon terms that are acceptable to us. various contract administration issues can arise. our ability to stream TV shows and movies to our subscribers will be adversely impacted. we face potential liability for negligence. We believe that the streaming content we make available to our subscribers is sufficiently diversified. Netflix cannot license certain Warner Bros. Our agreements with our consumer electronics partners are 7 . game consoles and mobile devices. HBO licenses content from studios like Warner Bros. the studios and other content distributors have great flexibility in licensing content. we must renegotiate new terms which may not be favorable to us. Streaming content over the Internet involves the licensing of rights which are separate from and independent of the rights we acquire when obtaining DVD content. In addition. then our business may suffer.

rent it or otherwise dispose of it. Furthermore. our business could be adversely affected. our ability to obtain content for subsequent rental could be adversely impacted.S. To the extent that the rate of decline in our DVD-by-mail business is greater than we anticipate. a number of our partners do not continue to provide access to our service or are unwilling to do so on terms acceptable to us. In addition. To the extent such a ruling were extended to DVD sales. If U. our business could be adversely affected. once a DVD is sold into the market. in some cases. By way of example. upon expiration. Copyright Law. The contribution profit generated by our domestic DVD business will help provide capital resources to fund losses arising from our growth internationally. in 8 . our ability to obtain content and then rent it could be adversely affected. that the domestic DVD business will continue to generate significant contribution profit for our business. in connection therewith. and those of our competitors who access such content could enjoy a corresponding competitive advantage. If Congress or the courts were to change or substantially limit this First Sale Doctrine. This happened in late 2006 and again in late 2007 when Blockbuster announced arrangements with certain content owners pursuant to which Blockbuster would receive content on DVDs for rental exclusively by Blockbuster. Because we are primarily focused on building a global streaming service. from time to time. these studios have prohibited certain of their wholesalers from selling DVDs to us prior to such availability. under current law. we believe that DVD will be a valuable consumer proposition and studio profit center for the next several years. the connection between these devices and Netflix may nonetheless result in consumer dissatisfaction toward Netflix and such dissatisfaction could result in claims against us or otherwise adversely impact our business. have established exclusive rental windows with particular outlets. We anticipate that this decline will continue. even as DVD sales decline. As such. For example. Furthermore. our business could be adversely affected The number of subscriptions to our DVD-by-mail offering declined significantly following our price change. Under U. the copyright owner gives up his ability to control the fate of the work once it had been sold. We believe. In addition. those obtaining the DVD are permitted to re-sell it. however. we would not be prohibited from obtaining and renting such content pursuant to the First Sale Doctrine. if content providers agree to limit the sale or distribution of their content in ways that try to limit the effects of the First Sale Doctrine. To the extent the content is also sold to retail vendors or distributors. which could adversely impact our business. our business could be adversely affected. our service and our subscribers’ use and enjoyment could be negatively impacted. the resources allocated to maintaining DVD operations and the level of management focus on our DVD business are limited. While the copyright owner retains the underlying copyright to the expression fixed in the work. If partners do not update or otherwise modify their devices. once a copyright owner sells a copy of his work. If subscriptions to our domestic DVD segment decline faster than anticipated. Copyright law were altered to amend or eliminate the First Sale Doctrine or if studios were to release or distribute titles on DVD in a manner that attempts to circumvent or limit the effects of the First Sale Doctrine. the copyright owner relinquishes all further rights to sell or otherwise dispose of that copy. we could be prevented from obtaining such content. technology changes to our streaming functionality may require that partners update their devices. it will impact our ability to obtain such content in the most efficient manner and. devices are manufactured and sold by entities other than Netflix and while these entities should be responsible for the devices’ performance. to the extent content owners do not distribute to us directly or through their wholesalers or otherwise establish exclusive rental windows. subscribers’ satisfaction with our service could be negatively impacted and we could experience an increase in cancellations. Likewise. To the extent that we experience degradation in service in our DVD-by-mail business.S. we have entered into agreements with several studios to delay the availability of new release DVDs for rental for a period of time following the DVDs release to the retail market and. certain content owners. the Court of Appeals for the 9th Circuit has ruled that the First Sale Doctrine did not apply to sales of software that contained contractual limitations on resales. Nonetheless. To the extent content is to be distributed exclusively and not to retail vendors or distributors.Table of Contents typically between one and three years in duration and our business could be adversely affected if.

subscriber’s perception of value in our service could decrease and our business could be adversely affected. thus improving both our business and consumer experience. coupled with delayed availability of such DVDs through our service. Furthermore. certain other forms of non-theatrical distribution have been developed for certain new movie releases. If other studios were to increase the period of delay and /or if our subscriber satisfaction is negatively impacted by this increase in the Warner delay. our content and fulfillment costs will increase disproportionately to revenues thus adversely affecting our operating results. In addition. We obtain DVDs through a mix of revenue sharing agreements and direct purchases. If other distribution channels were to receive priority over. These agreements provide us with less expensive content as well as deeper copy depth than we might otherwise have absent the delay. If such arrangements were to become more commonplace or if additional impediments to obtaining content were created. While several competitors have used the delayed availability of DVD content through our service to differentiate their own services. If we are unable to negotiate favorable terms to acquire the DVDs. various contract administration issues can arise. during the course of our agreements. in January 2012. if we purchase excess copies of title or experience an increase in usage of a title without a corresponding increase in subscriber retention and growth. Nonetheless.g. The window for new releases on DVD is generally exclusive against and earlier than certain other forms of non-theatrical movie distribution. DVDs currently enjoy a competitive advantage over certain other distribution channels. The length and exclusivity of each window for each distribution channel are determined solely by the studio releasing the title. Our content costs as a percentage of revenues can also increase if our 9 . our relationship with the studios and distributors or our access to content may be adversely impacted. or parity with. Increased availability of new releases to other distribution channels prior to. SVOD. simultaneously with theatrical release. the release on DVD. may impact our subscribers’ perception of or value in our service and our business could be adversely affected. regular (“non-premium”) VOD. either in DVD or streaming. For example. and in a limited number of instances. such as pay-per-view and some types of VOD distribution. our ability to obtain content could be impacted and our business could be adversely affected. We could be subject to increased costs arising from our acquisition of DVD content and our subscribers’ demand for DVD titles that could adversely affect our operations and financial performance. it is possible that the delay in obtaining new release content could impact consumer perception of our service or otherwise negatively impact subscriber satisfaction. Over the past several years. Direct purchase of DVDs requires us to be able to accurately forecast demand in order to ensure that we have enough copies of a title to satisfy but not exceed demand so that our subscriber satisfaction is not negatively impacted. via “premium VOD”. we have seen distributors adjust and experiment with the traditional distribution channels and timing. as these distribution channels shift. could adversely affect our business. premium pay TV. our contribution profits may be adversely affected. the DVD window. resulting in their non-theatrical availability prior to and during the DVD window. we do not believe that this delayed availability has materially impacted our subscriber growth or satisfaction. The type of agreement we utilize to acquire DVD content depends on the economic terms we can negotiate as well as studio preferences. Delayed availability of new release DVDs for rental could adversely affect our business. our relative position to them. such as pay-per-view. coupled with delayed availability of such DVD through our service. However. our business could be adversely impacted. Further. Our licensing agreements with several studios require that we do not rent new release DVDs until some period of time after such DVDs are first made available for retail sale. the major studios have shortened certain release windows and/or have increasingly made new release movies available on VOD simultaneously or prior to the release on DVD e. and other forms of TV exploitation. or on parity with.Table of Contents sufficient quantity to satisfy demand. because of the early distribution window on the DVD format. To the extent that we are unable to resolve any of these issues in an amicable manner. Furthermore. Warner Home Entertainment announced it was increasing the period of delay to fifty-six days.

which could lead to interruptions and delays in our service and operations as well as loss. errors in our software or the unavailability of computer systems used in our operations could diminish the overall attractiveness of our subscription service to existing and potential subscribers. As we do not maintain entirely redundant systems. We have architected our software and computer systems so as to utilize data processing. or AWS. could make our service unavailable or degraded or otherwise hinder our ability to deliver streaming content or fulfill DVD selections. Problems faced by our third-party Web hosting. While the retail side of Amazon may compete with us. we experience service interruptions and have voluntarily provided affected subscribers with a credit during periods of extended outage. including discriminatory network management practices. Any significant disruption to our service or internal computer systems could result in a loss of subscribers and adversely affect our business and results of operations. Our Web site periodically experiences directed attacks intended to cause a disruption in service. In addition. computers. Our reputation and ability to attract. Our insurance does not cover expenses related to attacks on our Web site or internal systems. Subscribers and potential subscribers access our service through our Web site or their TVs. Interruptions in these systems. we run the vast majority of our computing on AWS. In addition. or content delivery network providers. any disruption of or interference with our use of AWS would impact our operations and our business would be adversely impacted. floods. We also utilize third-party content delivery networks to help us stream TV shows and movies in high volume to Netflix subscribers over the Internet. We rely upon Amazon Web Services to operate certain aspects of our service and any disruption of or interference with our use of the Amazon Web Services operation would impact our operations and our business would be adversely impacted. if successful. earthquakes. Service interruptions. Efforts to prevent hackers from entering our computer systems are expensive to implement and may limit the functionality of our services. physical or electronic break-ins and similar disruptions. cloud computing. be expensive to remedy and damage our reputation. Our servers and those of third-parties we use in our operations are vulnerable to computer viruses. From time to time. Any significant disruption in our computer systems or those of third-parties that we utilize in our operations could result in a loss or degradation of service and could adversely impact our business. Any attempts by hackers to disrupt our service or our internal systems. provides a distributed computing infrastructure platform for business operations. along with the fact that we cannot easily switch our AWS operations to another cloud provider. or with the Internet in general. We utilize our own communications and computer hardware systems located either in our facilities or in that of a third-party Web hosting provider. Much of our software is proprietary. Currently. break-ins and similar events could damage these systems and hardware or cause them to fail completely. 10 . fires. game consoles or mobile devices. Given this. retain and serve our subscribers is dependent upon the reliable performance of our computer systems and those of third-parties that we utilize in our operations. including technological or businessrelated disruptions. a disrupting event could result in prolonged downtime of our operations and could adversely affect our business. power losses. or what is commonly referred to as a cloud computing service. Amazon Web Services. and we rely on the expertise of our engineering and software development teams for the continued performance of our software and computer systems. we do not believe that Amazon will use the AWS operation in such a manner as to gain competitive advantage against our service. misuse or theft of data.Table of Contents subscribers select titles that were acquired under more expensive revenue share arrangements more often than they select other titles acquired through direct purchase or lower cost revenue share arrangements. storage capabilities and other services provided by AWS. we utilize third-party Internet-based or “cloud” computing services in connection with our business operations. could harm our business. could adversely impact the experience of our subscribers. telecommunications failures.

labor activism. results of operations and financial condition. and the failure of this technology to operate effectively could adversely affect our business. Postal Service to deliver DVDs from our shipping centers and to return DVDs to us from our subscribers. Postal Service. health epidemics or bioterrorism. In addition.S. Also. Our DVDs are also subject to risks of breakage and theft during our processing of shipments as well as during delivery and handling by the U. and our margins may be adversely affected. Such failures could lead to the following: • • • our subscriber satisfaction may decrease. 11 . Our proprietary recommendation and merchandising technology enables us to predict and recommend titles and effectively merchandise our library to our subscribers. If we are unable to maintain and enhance our technology to manage the streaming of TV shows and movies to our subscribers in a timely and efficient manner and/or the processing of DVDs among our shipping centers.S. and our subscribers may default to choosing titles from among new releases or other titles that cost us more to provide. any harm to our subscribers’ personal computers or other devices caused by software used in our operations could have an adverse effect on our business. we could lose subscribers.Table of Contents If we are unable to effectively utilize our recommendation and merchandising technology or develop user interfaces that maintain or increase subscriber engagement with our service. We are continually refining our recommendation and merchandising technology as well as our various user interfaces in an effort to improve the predictive accuracy of our TV show and movie recommendations and the usefulness of and engagement with our service by our subscribers. which could adversely affect our operating results. our ability to retain existing subscribers and to add new subscribers may be impaired. if our technology or that of thirdparties we utilize in our operations fails or otherwise operates improperly. our service may be less useful to our subscribers. We cannot be sure that any enhancements or other modifications we make to our operations will achieve the intended results or otherwise be of value to our subscribers. If we experience delivery problems or if our subscribers or potential subscribers lose confidence in the U. increased breakage and theft rates for our DVDs will increase our cost of acquiring titles. In addition. We continually enhance or modify the technology used for our operations. We rely exclusively on the U. test and implement various user interfaces across multiple devices. including processing delivery and return of our DVDs to our subscribers. In addition.S. our ability to retain existing subscribers and to add new subscribers may be impaired. our business may suffer. If our recommendation and merchandising technology does not enable us to predict and recommend titles that our subscribers will enjoy or if we are unable to implement meaningful improvements thereto or otherwise improve our user interfaces. We are subject to risks associated with using the public mail system to meet our shipping needs. Future enhancements and modifications to our technology could consume considerable resources. in an effort to maintain and increase subscriber engagement with our service. our ability to effectively merchandise and utilize our library will be adversely affected. We may experience difficulties in implementing refinements. We also develop. natural disasters. We rely heavily on our proprietary technology to stream TV shows and movies and to manage other aspects of our operations. The risk of breakage is also impacted by the materials and methods used to replicate our DVDs. subscribers may perceive our service to be of lower value and our ability to attract and retain subscribers may be adversely affected. including delays or disruptions caused by inclement weather. our subscribers could become dissatisfied and cancel our service. If the entities replicating our DVDs use materials and methods more likely to break during delivery and handling or we fail to timely deliver DVDs to our subscribers. we cannot assure that we will be able to continue to make and implement meaningful refinements to our recommendation technology. mail system. which could adversely affect our operating results.

and our gross margin could be adversely affected. may be nascent or non-existent.Table of Contents Increases in the cost of delivering DVDs could adversely affect the contribution profit of our Domestic DVD segment. and in particular.S. the growth and development of the market for online commerce may lead to more stringent consumer protection laws.S. popularity or use of the Internet. network neutrality. including laws limiting Internet neutrality. or incur greater operating expenses. our business could be adversely impacted. could decrease the demand for our subscription service and increase our cost of doing business. As we expand internationally. To the extent that these rules are interpreted to enable network operators to engage in discriminatory practices or are overturned by legal challenge. The U. government regulation concerning the Internet. the Office of Inspector General (“OIG”) at the U. 2008 to 42 cents. If the U. the U. in part. For example. coupled with potentially significant political and economic power of local network operators. a by-mail game rental company filed a complaint with the Postal Regulatory Commission alleging that the U. Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business. this compliance could cause us to incur additional expenses or alter our business model.S.S. including meaningful bandwidth caps. To the extent this proceeding was to result in operational or regulatory changes impacting our mail processing.S.S. Postal Service revise the machinability qualifications for first class mail related to DVDs or to charge DVD mailers who don’t comply with the new regulations a 17 cent surcharge on all mail deemed unmachinable. The adoption of any laws or regulations that adversely affect the growth. 2012 to 45 cents. we could experience discriminatory or anti-competitive practices that could impede our growth. If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation. the Federal Communications Commission adopted so-called net neutrality rules intended. We rely upon the ability of consumers to access our service through the Internet. Within such a regulatory environment. Postal Service unreasonably discriminated against it in favor of Netflix and Blockbuster. Postal Service issued a report in November 2007 recommending that the U. weight or machinability qualifications of our DVD envelopes. If government regulations relating to the Internet or other areas of our business change. results of operations and financial condition could be adversely affected. 2009 to 44 cents and again on January 22. cause us to incur additional expense or otherwise negatively affect our business. including changes in size. our domestic DVD segment’s contribution profit and business operations could be adversely affected. which may impose additional burdens on us. Increases in postage delivery rates could adversely affect our domestic DVD segment’s contribution profit if we elect not to raise our subscription fees to offset the increase. Postal Service in connection with the 2007 postal reform legislation. For example. many 12 . Postal Service were to change any policies relative to the requirements of first-class mail. It is expected that the U.S. in late 2010. or otherwise try to monetize access to their networks by data providers. In addition. If such changes result in slower delivery of our DVDs or otherwise lead to a decrease in customer satisfaction. The rules are currently subject to legal challenge. Postal Service continues to focus on plans to reduce its costs and make its service more efficient. In addition. Postal Service recently announced changes to its service that would close many of its mail processing facilities and eliminate next day service for first class mail. our business. we could incur greater operating expenses and our subscriber acquisition and retention could be negatively impacted. to prevent network operators from discriminating against legal traffic that transverse their networks. Postal Service will raise rates again in subsequent years in accordance with the powers given the U. To the extent that network operators implement usage based pricing. The U. Given that much of the traffic being requested by Comcast customers is Netflix data stored with Level 3. such changes could result in increased shipping costs or higher breakage for our DVDs. Comcast informed Level 3 Communications that it would require Level 3 to pay for the ability to access Comcast’s network. in late 2010.S. For example. Postal Service increased the rate for first class postage on May 12. The adoption or modification of laws or regulations relating to the Internet or other areas of our business could limit or otherwise adversely affect the manner in which we currently conduct our business. on May 11.S. For example. we may need to alter the manner in which we conduct our business.

we collect and utilize data supplied by our subscribers.Table of Contents commentators have looked to this situation as an example of Comcast either discriminating against Netflix traffic or trying to increase Netflix’s operating costs. Typically. We maintain personal data regarding our subscribers. From time to time. these credit cards have not been registered as stolen and are therefore not rejected by our automatic authorization safeguards. current and potential subscribers may become unwilling to provide the information to us necessary for them to become subscribers. A failure to adequately control fraudulent credit card transactions would harm our business and results of operations. In the ordinary course of business and in particular in connection with merchandising our service to our subscribers. In international markets. Our reputation and relationships with subscribers would be harmed if our subscriber data. companies like Comcast. we could face legal claims. regulatory oversight and competition will help check these incentives. including names and. and we could face potential legal claims that could impact our operating results. to the extent that network operators are able to provide preferential treatment to their data as opposed to ours. to the extent we do not obtain cardholders’ signatures. experience any unauthorized intrusion into our subscribers’ data. With respect to billing data. even when the associated financial institution approves payment of the orders. We do not currently carry insurance against the risk of fraudulent credit card transactions. we. We currently face certain legal obligations regarding the manner in which we treat such information. regulatory oversight and competition may not be as strong as in our domestic market. particularly billing data. If. our business reputation could be adversely affected. We take measures to protect against unauthorized intrusion into our subscribers’ data. Increased regulation of data utilization practices. our business could be negatively impacted. these same incentives apply however. especially in Latin America. such as credit card numbers. if unauthorized access to our subscriber data were to occur or if we were to disclose data about our subscribers in a manner that was objectionable to them. if a wellpublicized breach of the consumer data security of any other major consumer Web site were to occur. were to be accessed by unauthorized persons. to the extent network operators were to create tiers of Internet access service and either charge us for or prohibit us from being available through these tiers. Similarly. fraudulent credit cards are used on our Web site to obtain service and access our DVD inventory and streaming. we are liable for fraudulent credit card transactions. and our business could be adversely affected. we do not obtain signatures from subscribers in connection with the use of credit cards by them. there could be a general public loss of confidence in the use of the Internet for commerce transactions which could adversely affect our business. In addition. Most network operators that provide consumers with access to the Internet also provide these consumers with multichannel video programming. Other businesses have been criticized by privacy groups and governmental bodies for attempts to link personal identities and other information to data collected on the Internet regarding users’ browsing and other habits. Time Warner Cable and Cablevision have an incentive to use their network infrastructure in a manner adverse to our continued growth and success. Privacy concerns could limit our ability to leverage our subscriber data and our disclosure of or unauthorized access to subscriber data could adversely impact our business and reputation. the consumer demand. While we believe that consumer demand. As such. In addition. While we do have a number of other safeguards in place. mailing addresses. Furthermore. 13 . we rely on licensed encryption and authentication technology to secure such information. or our payment processing services. that limit our ability to use collected data. Under current credit card practices. despite these measures. could have an adverse effect on our business. including selfregulation or findings under existing laws. in many cases. we nonetheless experience some loss from these fraudulent transactions. our business could be negatively impacted.

among other things. misuse or other violation of third-party intellectual property rights. regulations and practices could change or be reinterpreted to make it difficult or impossible for us to comply. the value of our brand and other intangible assets may be diminished. the value of our brand and other intangible assets may be diminished. As a result of a dispute. Many companies are devoting significant resources to developing patents that could potentially affect many aspects of our business. streaming technology. third-parties may challenge any patents issued to or held by us. We are subject to rules. and we may not be able to prevent infringement without substantial expense to us. our Web site. and our business and results of operations would be adversely affected. It also may result in our inability to use our current Web site. Nevertheless. Intellectual property claims against us could be costly and result in the loss of significant rights related to. If we are unable to obtain sufficient rights. to protect our proprietary rights. our recommendation and merchandising technology or inability to market our service or merchandise our products. if required. Such increases may adversely affect our results of operations. whether they are with or without merit or are determined in our favor. We have not searched patents relative to our technology. We use the intellectual property of third-parties in merchandising our products and marketing our service through contractual and other rights. copyright. We have filed and from time to time we expect to file for trademark and patent applications. From time to time. either as a result of rate changes by the payment processing companies or as a result in a change in our business practices which increase the fees on a cost-per-transaction basis. and our ability to attract subscribers may be adversely affected. our business and competitive position may be adversely affected.Table of Contents Increases in payment processing fees or changes to operating rules would increase our operating expenses and adversely affect our business and results of operations. We may also seek to enforce our proprietary rights through court proceedings. which are predominately credit cards and debit cards. third-parties allege that we have violated their intellectual property rights. the perception of our business and service to subscribers and potential subscribers may become confused in the marketplace. adjust our merchandising or marketing activities or take other actions to resolve the claims. If the protection of our proprietary rights is inadequate to prevent use or appropriation by third parties. From time to time. These actions. may be costly or unavailable on terms acceptable to us. 14 . we may have to develop non-infringing technology. competitors may be able to more effectively mimic our service and methods of operations. If we fail to comply with these rules or requirements. copyright. We rely and expect to continue to rely on a combination of confidentiality and license agreements with our employees. Defending ourselves against intellectual property claims. misappropriation. Our subscribers pay for our subscription services predominately using credit cards and debit cards. Our acceptance of these payment methods requires our payment of certain fees. successfully defend our use. these applications may not be approved. There are numerous patents that broadly claim means and methods of conducting business on the Internet. consultants and third-parties with whom we have relationships. business processes and the content on our Web site. these fees may increase. as well as trademark. If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by our competitors. and our business may be adversely affected. we may be subject to fines and higher transaction fees and lose our ability to accept these payment methods. patent and trade secret protection laws. patent and other intellectual property rights are important to us and other companies. title selection processes and marketing activities. third-parties may knowingly or unknowingly infringe our patents. enter into royalty or licensing agreements. streaming technology. Our intellectual property rights extend to our technology. our recommendation and merchandising technology. These rules. Trademark. trademarks and other proprietary rights. regulations and practices governing our accepted payment methods. or develop non-infringing technology or otherwise alter our business practices on a timely basis in response to claims against us for infringement. results in costly litigation and diversion of technical and management personnel.

Governing bodies may establish additional top-level domains. power losses. We could be subject to economic. appoint additional domain name registrars or modify the requirements for holding domain names. floods. Litigation disputes could cause us to incur unforeseen expenses. compliance with U.S. 15 . The regulation of domain names in the United States may change in the near future. regulatory and other risks arising from our international operations. our operations could be adversely affected. we are subject to litigation or claims that could negatively affect our business operations and financial position. Furthermore. which are typically expensive to defend. Latin America and beginning in early 2012 we expanded our streaming service offering to the UK and Ireland. infringe upon or otherwise decrease the value of our trademarks and other proprietary rights. We currently hold various domain names relating to our brand. the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. to prevent third-parties from acquiring domain names that are similar to. telecommunications failures. could occupy a significant amount of our management’s time and attention and could negatively affect our business operations and financial position. political. we have seen a rise in the number of litigation matters against us.Table of Contents If we are unable to protect our domain names. As we have grown. Our business and operations could be adversely affected in the event of these natural disasters as well as from electrical blackouts. including Netflix. The acquisition and maintenance of domain names generally are regulated by governmental agencies and their designees. fires. Most of these matters relate to patent infringement lawsuits. Operating in international markets requires significant resources and management attention and will subject us to regulatory. laws such as the Foreign Corrupt Practices Act. Our executive offices and data centers are located in the San Francisco Bay Area. Because the San Francisco Bay Area is located in an earthquake-sensitive area. We have shipping centers located throughout the United States. We are engaged in legal proceedings that could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attention. political or social unrest and economic instability. management distraction. economic and political risks that are different from and incremental to those in the United States. We are not insured against any losses or expenses that arise from a disruption to our business due to earthquakes and may not have adequate insurance to cover losses and expenses from other natural disasters. From time to time. or total destruction of. Failure to protect our domain names could adversely affect our reputation and brand and make it more difficult for users to find our Web site and our service. we are particularly susceptible to the risk of damage to. including: • • • • • the need to adapt our content and user interfaces for specific cultural and language differences. our executive offices and data centers. As a result. including licensing a certain portion of our content library before we have developed a full appreciation for its performance within a given territory. We may not be able to effectively shift our fulfillment and delivery operations to handle disruptions in service arising from these events. including earthquake and hurricane-sensitive areas. In addition to the risks that we face in the United States our international operations involve risks that could adversely affect our business. difficulties and costs associated with staffing and managing foreign operations. In the event of an earthquake or other natural or man-made disaster. and local laws prohibiting corrupt payments to government officials. We may be unable. break-ins or similar events.com. our reputation and brand could be adversely affected. We offer an unlimited streaming plan in Canada. without significant cost or at all. we may be unable to acquire or maintain relevant domain names.

changes in our business and the markets in which we operate.50% senior notes and $200 million in zero coupon senior convertible notes outstanding. capital expenditures. regulations and customs in foreign jurisdictions. adverse tax consequences. it is possible that we may need to incur additional indebtedness in the future in the ordinary course of business. operating performance and condition of the capital markets. and results of our operations. business plans. fluctuations in currency exchange rates. less favorable foreign intellectual property laws. which may adversely affect our financial condition and future financial results. among other things. As of December 31. in the fourth quarter of 2011. those securities may have rights. which could impact revenues and expenses of our international operations and expose us to foreign currency exchange rate risk. Our failure to manage any of these risks successfully could harm our future international operations and our overall business. we raised $400 million of additional capital through the sale of $200 million worth of convertible notes in a private placement and $200 million worth of equity through a public offering. From time to time. privacy and other laws. profit repatriation and other restrictions on the transfer of funds. data protection. either through equity. and availability of reliable broadband connectivity and wide area networks in targeted areas for expansion. thereby reducing the availability of cash flow to fund working capital. new and different sources of competition. unexpected changes in regulatory requirements. In addition. Risks relating to our long-term indebtedness include: • • • requiring us to dedicate a portion of our cash flow from operations to payments on our indebtedness. on our development efforts. such as credit and debit cards. low usage of Internet connected consumer electronic devices. If we raise additional funds through the issuance of equity. limiting our flexibility in planning for.Table of Contents • • • • • • • • • • • difficulties in understanding and complying with local laws. equity-linked or debt securities. The decision to obtain additional capital will depend. The terms of indentures governing our outstanding senior notes allow us to incur additional debt subject to certain limitations. 16 . preferences or privileges senior to the rights of our common stock. or reacting to. 2011. We may seek additional capital that may result in stockholder dilution or that may have rights senior to those of our common stockholders. equity-linked or debt securities. For example. and limiting our ability to borrow additional funds or to borrow funds at rates or on other terms we find acceptable. different and more stringent user protection. and our stockholders may experience dilution. we may seek to obtain additional capital. acquisitions and investments and other general corporate purposes. We have issued $400 million in debt offerings and may incur additional debt in the future. the risks described above could intensify. we have $200 million in 8. If new debt is added to current debt levels. differing processing systems as well as consumer use and acceptance of electronic payment methods.

In addition. 17 . enter into secured financing arrangements. including joint ventures. and guarantee or provide other support for indebtedness of third-parties including guarantees. including those that restrict our ability to. As a Delaware corporation.000. Our charter documents may discourage. among other things. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us. product development. and enter into unrelated businesses. The agreements governing our indebtedness contain various covenants. make investments in entities that we do not control. The failure to comply with such covenants could have a material adverse effect on us. establish advance notice requirements for proposing matters to be approved by stockholders at stockholder meetings. a merger or acquisition may trigger retention payments to certain executive employees under the terms of our Executive Severance and Retention Incentive Plan. Any failure to comply with the restrictions of any agreement governing our other indebtedness may result in an event of default under those agreements. enter into sale and leaseback transactions. a corporation may not engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or. thereby increasing the cost of such a transaction. we are also subject to certain Delaware anti-takeover provisions. and prohibit stockholders from calling a special meeting of stockholders. including our Chief Executive Officer and co-founder Reed Hastings. members of our executive team and other key employees and the hiring of new qualified employees.Table of Contents The agreements governing our indebtedness contain various covenants that limit our discretion in the operation of our business and also require us to meet certain covenants. the board of directors has approved the transaction. provide for a classified board of directors. We rely on the continued service of our senior management. among other things: • • • • • • • borrow money. We may lose key employees or may be unable to hire qualified employees. enter into certain asset sale transactions. delay or prevent a merger or acquisition that a stockholder may consider favorable because they: • • • • • authorize our board of directors. without stockholder approval. pay dividends on. redeem or repurchase our capital stock.000 shares of undesignated preferred stock. prohibit our stockholders from acting by written consent. to issue up to 10. We may not be successful in recruiting new personnel and in retaining and motivating existing personnel. there is substantial and continuous competition for highly skilled business. Under Delaware law. technical and other personnel. These covenants may limit our ability to effectively operate our businesses. Risks Related to Our Stock Ownership Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable. which may be disruptive to our operations. In our industry.

we became the subject of securities litigation. As a result of these and other factors. Given the dynamic nature of our business. None. contribution margins. Following certain periods of volatility in the market price of our securities. including the amount of short interest in our stock. The price at which our common stock has traded has fluctuated significantly. variations between our actual operating results and the expectations of securities analysts. investors and the financial community. market volatility in general. We may experience more such litigation following future periods of volatility. competition. systems or expansion plans by us or others. investors in our common stock may not be able to resell their shares at or above their original purchase price. their pricing strategies and services. and the operating results of our competitors. announcements of developments affecting our business. Such discrepancies could cause a decline in the trading price of our common stock. net income and. forecasts of our revenues. number of total and paid subscriber additions and other financial and operating data may differ materially from actual results. Financial forecasting by us and financial analysts who may publish estimates of our performance may differ materially from actual results. the current uncertain economic climate and the inherent limitations in predicting the future. 18 Unresolved Staff Comments . the level of demand for our stock. This type of litigation may result in substantial costs and a diversion of management’s attention and resources. Item 1B. some of which are beyond our control: • • • • • • • variations in our operating results. The price may continue to be volatile due to a number of factors including the following. including the introduction of new competitors.Table of Contents Our stock price is volatile.

approximate square footage.000 March 2018 August 2016 February 2017 April 2016 October 2016 August 2015 Domestic and International streaming corporate office.Table of Contents Item 2. general and administrative We operate a nationwide network of distribution centers that serve major metropolitan areas throughout the United States. We also operate data centers in a leased thirdparty facility in Santa Clara. These fulfillment centers are under lease agreements that expire at various dates through August 2016. general and administrative. 19 . Legal Proceedings Information with respect to this item may be found in Note 5 of Item 8. Ohio San Jose. California Beverly Hills. processing and shipping center for the Columbus area Domestic DVD corporate office. which information is incorporated herein by reference. marketing and technology and development Domestic DVD receiving and storage center. The following table sets forth the location.000 49.000 23.000 40. Item 3. Mine Safety Disclosure Not applicable. California Hillsboro.000 57. We believe that our current space will be adequate or that additional space will be available on commercially reasonable terms for the foreseeable future. California. Properties We do not own any real estate. California Columbus. lease expiration and the primary use of each of our principal properties: Estimated Square Footage Lease Expiration Date Location Primary Use Los Gatos. California 260. Item 4. Financial Statements and Supplementary Data . general and administrative and technology and development Domestic streaming and Domestic DVD customer service center Domestic and International streaming customer service center Domestic and International content acquisition. Oregon Santa Clara.000 90.

Market for Registrant’s Common Equity.52 73. We have not declared or paid any cash dividends. The initial conversion rate for the notes is 11.Table of Contents PART II Item 5.63 62.40 209.000 principal amount of notes. per $1. There were no underwriting discounts or commissions paid in connection with the issuance of the notes. $200 million aggregate principal amount of zero coupon senior convertible notes due 2018.41 107.50 224. Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the NASDAQ Global Select Market under the symbol “NFLX”. 2011.33 147. subject to certain exceptions.37 $ 75. we sold to one or more investment funds affiliated with Technology Crossover Ventures.24 $ 48. or TCV. This is equivalent to an initial conversion price of approximately $85. there were approximately 198 stockholders of record of our common stock.6553 shares of our common stock. 20 .96 174.70 304. although there is a significantly larger number of beneficial owners of our common stock.35 As of January 31. Holders may surrender their notes for conversion at any time prior to the close of business on the business day immediately preceding the maturity date for the notes on December 1. 2011 High Low High 2010 Low First quarter Second quarter Third quarter Fourth quarter $247. The indenture we entered into in connection with the issuance in November 2011 of our zero coupon senior convertible notes due 2018 contains a covenant restricting our ability to pay cash dividends or to repurchase shares of common stock. 2018. 2012.80 per share of common stock.65 127. and we have no present intention of paying any cash dividends in the foreseeable future.55 277. On November 28. as reported by the NASDAQ Global Select Market. We relied on the exemption from registration based in part on representations made by TCV.79 128.62 95.50 $173. The following table sets forth the intraday high and low sales prices per share of our common stock for the periods indicated. We offered and sold the Notes to TCV in reliance on the exemption from registration provided by Section 4(2) of the Securities Act.

December 31. including Internet content and access providers. 2010. December 31. the stocks represented in the S&P 500 Index and the stocks represented in the S&P North American Technology Internet Index. the total cumulative stockholder return on the Company’s common stock with the total cumulative return of the NASDAQ Composite Index. respectively. the S&P 500 Index and the S&P North American Technology Internet Index. Historical stock price performance should not be relied upon as an indication of future stock price performance. the stocks represented in the NASDAQ Composite Index. for the five year period ended December 31. 2006. December 31. Total cumulative stockholder return assumes $100 invested at the beginning of the period in the Company’s common stock. the following information relating to the price performance of our common stock shall not be deemed “filed” with the Commission or “soliciting material” under the Securities Exchange Act of 1934 and shall not be incorporated by reference into any such filings. 2007. 2011. and reinvestment of any dividends. Measurement points are the last trading day of each of the Company’s fiscal years ended December 31. 2008.Table of Contents Stock Performance Graph Notwithstanding any statement to the contrary in any of our previous or future filings with the Securities and Exchange Commission. 2009. 2010 and December 31. December 31. The S&P North American Technology Internet Index is a modified-capitalization weighted index of stocks representing the Internet industry. The following graph compares. The Company was added to the S&P 500 Index on December 18. Internet software and services companies and e-commerce companies. 21 . 2011.

271 117.126 $ $ 4.577 2.000 — 2. 2009 (in thousands) 2008 2007 Cash. Consolidated Statements of Cash Flows: 2011 2010 Year Ended December 31. except per share data) 2007 (1) Revenues Total cost of revenues Operating income Net income Net income per share: Basic Diluted Weighted-average shares outstanding: Basic Diluted (1) $3.901 376.979 248.369 $2.0 million as a result of resolving a patent litigation with Blockbuster.811 1.628 642.516 347.28 4.179 290.529 54.860 $ $ 2.000 — 48.734 200.196 200.661 910.076 68.143 $297.000 739.643 605.164 $320.269 1.271 191.836 $1.063 97.039. 22 .998 — — 1.577 679.026 $ $ 1.142 128.99 0. Inc.961 62.652 982.847 54.98 56.416 $1.242 146.16 52.850 429.” Consolidated Balance Sheets: 2011 2010 As of December 31.420 45.424 — — 3.32 60.304 $1.Table of Contents Item 6.205.234 121.340 786.238 142.067 200.712 186. cash equivalents and short-term investments (3) Total content library.810 $350.966.000 200.168 91.227 199.05 1.355 283.96 52.506 83.36 1.007 $325.06 2.162.037 94. 2009 (in thousands) 2008 2007 Net cash provided by operating activities Free cash flow (2) (2) $317. government and agency securities and asset and mortgage-backed securities.364.139 183.939 115.908 615.802 3.518 678.155 $385.204. net Working capital Total assets Long-term debt Long-term debt due to related party Non-current content liabilities Stockholders’ equity (3) $ 797.97 67. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8.560 58.812 Short-term investments are comprised of corporate debt securities.401 131.387 361.773 66.122 $284.670. 2010 2009 2008 (in thousands. Selected Financial Data The following selected financial data is not necessarily indicative of results of future operations and should be read in conjunction with Item 7. Consolidated Statements of Operations: 2011 Year ended December 31. Financial Statements and Supplementary Data .069.641 160.889 See “Liquidity and Capital Resources” for a definition of “free cash flow” and a reconciliation of “free cash flow” to “net cash provided by operating activities.068 226.079.700 $277.853 $ $ 3.625 1.357.902 Operating expenses for the year include a one-time payment received in the amount of $7.550 $276.608 $ $ 0.371 223.

computers and mobile devices and in the United States. Blu-ray discs (collectively referred to as “DVD”). we do not intend to launch additional international markets.390 1. computers and mobile devices. 23 Management’s Discussion and Analysis of Financial Condition and Results of Operations . The consumer reaction to the price change. As a result of these efforts. with a focus on expanding our streaming content. In the past. We made a subsequent announcement during the third quarter of 2011 concerning the rebranding of our DVD-by-mail service and the separation of the DVD-by-mail and streaming websites. In September 2011.911 7. we expanded our streaming service to Latin America and the Caribbean. while staying within the parameters of our consolidated net income and operating segment contribution profit targets. making it necessary for subscribers who wish to receive both DVDs-by-mail and streaming content to have two separate subscription plans. We believe that the DVD portion of our domestic service will be a fading differentiator to our streaming success. We subsequently retracted our plans to rebrand our DVD-bymail service and separate the DVD-by-mail and streaming websites. Until we reach our goal of global profitability. Since this launch. we have experienced growing consumer acceptance of and interest in the delivery of TV shows and movies directly over the Internet. In September 2010. was very negative leading to significant customer cancellations.253 6. we launched our streaming service in the UK and Ireland. we have developed an ecosystem of Internet-connected devices and have licensed increasing amounts of content that enable consumers to enjoy TV shows and movies directly on their TVs. we began international operations by offering our streaming service in Canada.479 1. we have focused on operating margin targets.878 9. In July 2011.010 7. enhancing our user interface and extending our streaming service to even more Internet-connected devices. and their high definition successor. In January 2012. and to a lesser degree. Contribution profit is defined as revenue less cost of revenues and marketing expenses. Our core strategy is to grow our streaming subscription business domestically and globally. delivered quickly to their homes. Going forward. We are continuously improving the customer experience. Item 7.268 2.163 For purposes of determining the number of unique subscribers. we will be operating within the parameters of contribution profit targets for each of our operating segments. We are a pioneer in the Internet delivery of TV shows and movies. Prior to July 2011. the branding announcement. launching our streaming service in 2007.Table of Contents 2011 As of / Year Ended December 31. This resulted in a price increase for our members who were taking a combination of our unlimited DVDs-by-mail and unlimited streaming services. we introduced DVD only plans and separated the combined plans. We anticipate significant contribution losses in the International streaming segment in 2012.243 20. our streaming and DVD-by-mail operations were combined and subscribers could receive both streaming content and DVDs under a single “hybrid” plan. our subscribers can receive standard definition DVDs. Our subscribers can instantly watch unlimited TV shows and movies streamed over the Internet to their TVs.742 12. 2010 2009 2008 (in thousands) 2007 Other Data: Total consolidated unique subscribers at end of period Net consolidated unique subscriber additions during period 26. in the United States. domestic subscribers who have elected both a DVD and a streaming subscription plan are considered a single unique subscriber. Overview We are the world’s leading Internet subscription service for enjoying TV shows and movies.

2010 and 2009: 2011 2010 2009 (in thousands. domestic subscribers who have elected both a DVD and a streaming subscription plan are considered a single unique subscriber.165 4.268 4. Domestic subscribers who wish to receive DVDs-by-mail and watch streaming content must elect both a DVD-bymail subscription plan and a streaming subscription plan. 2010 2009 (in thousands) Domestic streaming: Paid subscriptions at end of period Total subscriptions at end of period International streaming: Net additions Paid subscriptions at end of period Total subscriptions at end of period Domestic DVD: Paid subscriptions at end of period Total subscriptions at end of period Total domestic: Net unique subscriber additions during period (1) Total domestic unique subscribers at end of period (1) Churn (2) Consolidated: Net unique subscriber additions during period (1) Paid unique subscribers at end of period (1) Total unique subscribers at end of period (1) (1) (2) 20.122 48.625 283.16 186.395 4.894 24. Members who cancel mid-period will continue to receive service until the end of the period and will accordingly be counted as subscribers and in our subscription metrics until the end of the period.8% 49. 2011 As of /Year Ended December 31.233 19. 2009 Revenues Operating income Net income Net income per share—diluted Free cash flow (3) (3) $3.860 1.2% 32. Accordingly.9% See “Liquidity and Capital Resources” for a definition of “free cash flow” and a reconciliation of “free cash flow” to “net cash provided by operating activities.6% 40.4% 29. These changes may impact our subscription metrics but we do not expect such impacts to be material.9% 6.” 24 . beginning with the third quarter of 2011.858 11. The following represents our consolidated performance highlights for 2011.204.349 1. There is no effect on revenue from these changes. Churn is a monthly measure defined as customer cancellations in the quarter divided by the sum of beginning subscribers and gross subscriber additions.8% 7.068 226. domestic members who are on payment holds will no longer be counted as unique subscribers nor will they be included in our subscription metrics. Beginning in the first quarter of 2012.3% 2. we will be slightly changing how we treat our domestic subscribers so that they are in line with our international subscribers.641 160.878 12.010 2. As we evolve our focus from our DVD to streaming service.305 26.892 12.853 2.939 115.671 1.5% 42.253 7.268 20. The following metrics reflect these changes. except per share data) Change 2011 vs.269 191.007 $1.670.577 376.447 1.243 24.5% 34.6% 40. Churn (annualized) is the average of churn for the four quarters of each respective year. then divided by three months.039 11. management views the number of paid subscriptions as the key driver of revenues.5% 47.268 509 333 509 — — — For purposes of determining the number of unique subscribers.Table of Contents As a result of the changes to our pricing and plan structure.96 131.550 $2.126 4.878 11.98 97.742 18.153 21. we no longer offer a single subscription plan including both DVD-by-mail and streaming in the US.8% 38.501 3. 2010 2010 vs.162.

0 million of our zero coupon senior convertible notes due in 2018 (the “Convertible Notes”) and raised an additional $200. We expect that free cash flow in future periods will be negatively impacted by our expected consolidated net losses and that we may use cash in 2012.1 million and we expect that our expansion to the UK and Ireland in January 2012 will result in further contribution losses as our investments to build our business there. 2011. 2010 to $186. We expect continued decreases in DVD subscriptions which will reduce domestic and consolidated revenues by approximately the same amount of the increase expected from streaming subscription growth. However. In November 2011. we expect to incur consolidated net losses for the year ended December 31. we decided to strengthen our balance sheet by raising $400 million of additional capital. The subscriber cancellations in the second half of 2011. we experienced an increase in the number of subscriber cancellations. 2011 as compared to the year ended December 31. which we also began tracking separately in the second half of 2011. Domestic streaming subscriptions increased in the fourth quarter of 2011 as compared to the third quarter of 2011 when we first began tracking such subscriptions separately. unique domestic subscribers returned to growth in the fourth quarter of 2011 driven by the continued popularity of domestic streaming subscriptions. we issued $200. 2011 increased as compared to the year ended December 31. Free cash flow was $39. 2012. Free cash flow for the year ended December 31.3% decrease in unique domestic net subscriber additions for the year ended December 31.6 million. pricing. As a result of the negative impact on revenue growth associated with a decline in domestic DVD subscriptions coupled with the increasing investment in our International streaming segment. The year-over-year increase in ending unique domestic subscribers was the primary driver in the 48. DVD subscriptions. we expect continued growth in this segment.0 million through a public offering of common stock. largely due to the excess streaming and DVD content payments over expense. The excess streaming and DVD content payments over expense will continue to fluctuate over time based on new content licenses domestically and internationally.Table of Contents Due to the announcement of changes to our domestic plan offerings. Consolidated revenues for the first quarter of 2012 are expected to be flat as compared to the fourth quarter of 2011 and we may experience slower growth in consolidated revenue for the year ending December 31. Due to strength in both acquisitions and retention.2% increase in consolidated revenues for the year ended December 31. 2010. 2012 as compared to the year ending December 31. will exceed the revenues we are likely to generate. especially our investments in content licensing. 2010. In 2011. resulting in a net loss of unique domestic subscribers in the third quarter of 2011.1 million. our International streaming segment reported a contribution loss of $103. Our contribution margin target for domestic streaming is 11% for the first quarter of 2012 with further margin expansion over the next twelve months. 25 . coupled with slower growth in the number of new subscribers joining our service. resulted in a 32. are declining as subscribers migrate from hybrid plans towards lower priced streaming only subscription plans. Domestic DVD contribution margins are expected to remain healthy due to the primarily variable cost model and mature state of the business. 2011 as compared to the year ended December 31. and branding in the third quarter of 2011. As a result of the expected net losses and potential use of cash in 2012.6 million lower than net income of $226.

1 13.4 5.99 to $43.6) 0.1 3. in the United States.4 11.9) 0. it is impracticable to allocate revenues to the Domestic streaming and Domestic DVD segments prior to the fourth quarter of 2011.1 (0. In the Domestic streaming segment.4 10. we began international operations in Canada. We expanded to Latin America and the Caribbean 26 .0 7.2 12. we derive revenues from our DVDs-by-mail subscription services. In July 2011. As subscribers were able to receive both streaming and DVDs-by-mail under a single hybrid plan prior to the fourth quarter of 2011.2 6.Table of Contents Results of Operations The following table sets forth.3 24.99 per month based on the number of DVDs that a subscriber may have out at any given point. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.9% We derive our revenues from monthly subscription fees and recognize subscription revenues ratably over each subscriber’s monthly subscription period. Customers electing access to high definition Blu-ray discs in addition to standard definition DVDs pay a surcharge ranging from $2 to $4 per month for our most popular plans.0% 53. we derive revenues from services consisting solely of streaming content offered through a subscription plan priced at $7.5 4. The information contained in the table below should be read in conjunction with the financial statements and notes thereto included in Item 8.8 — 23.8 63.6 14.6 8. The price per plan for DVDs-by-mail varies from $7. we introduced DVD only plans and separated unlimited DVDs-by-mail and unlimited streaming making it necessary for subscribers who opt to receive both DVDs-by-mail and streaming to have two separate subscription plans.2 4.0% 54.6 2. the line items in our Consolidated Statements of Operations as a percentage of total revenues.1 11.99 per month. 2011 Year Ended December 31.1 7.4% 100.6 6.9 11. In the Domestic DVD segment.9 2. we derive revenues from services consisting solely of streaming content offered through a subscription plan priced at approximately the equivalent of USD$7.4) 0.9 — 24.5 (0.99 per month.9 7.6 11.6 7.4 62. 2010 2009 Revenues Cost of revenues: Subscription Fulfillment expenses Total cost of revenues Operating expenses: Marketing Technology and development General and administrative Legal settlement Total operating expenses Operating income Other income (expense): Interest expense Interest and other income Income before income taxes Provision for income taxes Net income Revenues 100. In September 2010. We currently generate substantially all of our revenues in the United States.1% 100. for the periods presented.2 64.0% 55.7 12.6 0.4 9.7 (0.8 13. In the International streaming segment.

0 million increase in our consolidated revenues was primarily due to the 44.9% of our total domestic unique subscribers had a streaming subscription while less than half (11.3)% The $492.625 2.744 12. we do not intend to launch additional international markets.977 11.269 — $ 10. drove consumer awareness of our service benefits.162.269 1. except percentages and average monthly revenue per unique paying subscriber) Revenues Domestic International Other domestic data: Average number of unique paying subscribers Average monthly revenue per unique paying subscriber $ 2. Change 2011 vs. We expect the streaming subscription plans offered both domestically and internationally to continue to grow as a percentage of our total subscriber base.670.159. offset by increases in international revenues.6% of the increase year-over-year.9% growth in the domestic average number of unique paying subscribers arising from the continuous improvement to our customer experience which in turn.4 million increase in our consolidated revenues was primarily a result of the 40. 2010 Change 2010 vs. consolidated revenues will be relatively flat in the first quarter of 2012 and will increase at a modest pace sequentially in future quarters.625 2.617 $ 14. During the year ended December 31. resulting from the continued growth in our lower priced subscription plans.1 million) had a DVD subscription.7 million as a result of the 49. We expect that as a result of the increase in subscriber cancellations and migration of our subscribers towards streaming subscription plans and lower priced DVD-by-mail subscription plans.6% 49.670.744 12.6% 2190.Table of Contents in September 2011 and the UK and Ireland in January 2012.727 82. 2011.3% decline in the domestic average monthly revenue per unique paying subscriber. Until we reach our goal of global profitability.99 per month and we expect that this percentage will grow in future periods.5% 29.0% decline in domestic average monthly revenue per unique paying subscriber. This increase was offset in part by a 3.84 $ 2.617 $ 14. 27 .20 48. In the fourth quarter of 2010. 73. resulting from the popularity of the unlimited streaming subscription (introduced in November 2010) and a decline in the percentage of unique paying subscribers electing both a streaming and a DVD subscription following the pricing changes in the second half of 2011.3% 100. At December 31.204.008 3.30 29.2 million reflecting a full year of service offering in Canada as well as our launch in Latin America and the Caribbean. Year Ended December 31.008 3. 2011.1% (3.577 3.0% 40.6% growth in domestic revenues with the increase in international revenues contributing to 7.464 13. Domestic revenues increased $962.6% of our new gross domestic unique subscribers chose only an unlimited streaming plan which is priced at $7.850 $ 21.121. Year Ended December 31.042.162.2% 44. when we introduced the unlimited streaming plan. except percentages and average monthly revenue per unique paying subscriber) Revenues Domestic International Other domestic data: Average number of unique paying subscribers Average monthly revenue per unique paying subscriber $ 3. 88.9% (8. 2010 2011 2010 (in thousands. This increase was offset in part by an 8. over one-third of new subscribers elected this option.20 $ 1.0)% The $1. International revenues increased by $79.159.1% growth in the domestic average number of unique paying subscribers driven by new streaming subscriptions. 2009 2009 (in thousands.

Fulfillment costs associated with content processing and customer service centers expenses increased $16.901 63. The increase is also partially attributed to an increase in streaming content titles available in Canada as well as to our Latin America and Caribbean expansion in the second half of 2011. Credit card fees increased $30. which may or may not be recognized in the streaming content library.596 250. Cost of subscription revenues consists of expenses related to the acquisition and licensing of content.305 $2. Year ended December 31.3% The $682. We obtain content through streaming content license agreements. 28 • • • . The decrease in the number of DVDs mailed was driven by a 21. Fulfillment expenses represent those expenses incurred in content processing. In the fourth quarter of 2011. Content agreements are made in the ordinary course of business and our business is not substantially dependent on any particular agreement. 2011 2010 (in thousands.109 203. as well as content delivery costs related to providing streaming content and shipping DVDs to subscribers.7% decline in monthly DVD rentals per average paying DVD subscriber primarily attributed to the migration of our DVD subscribers toward lower priced plans. The decrease in DVD delivery expenses was partially offset by an increase in costs associated with our use of third-party delivery networks resulting from an increase in the total number of hours of streaming content viewed by our subscribers.2% 50.3 million increase in costs associated with customer service call centers to support our growing subscriber population both domestically and internationally. 2010 Cost of subscription Fulfillment expenses Total cost of revenues As a percentage of revenues $1. global streaming content hours viewed exceeded 2 billion.9 million decrease in hub operation expenses due to the 13.039. inspecting and warehousing our content library. as well as amortization of DVD content library and revenue sharing expenses.2 million primarily due to a $22.246 $1. as well as receiving.789. distributors and other suppliers.4 million. Content acquisition and licensing expenses consist primarily of amortization of streaming content licenses. Fulfillment expenses also include operating and staffing our customer service centers and credit card fees. Costs related to free-trial periods are allocated to marketing expenses. except percentages) Change 2011 vs.355 62. partially offset by a $7.6% decrease in the number of DVDs mailed to paying subscribers.5 million increase in cost of revenues was due to the following factors: • Content acquisition and licensing expenses increased by $674.2% growth in revenues. Content delivery expenses consist of the postage costs to mail DVDs to and from our paying subscribers. including operating and staffing our shipping centers.8% 55.1% 23.357. the packaging and label costs for the mailers and all costs associated with streaming content over the Internet.0 million primarily due to a 13.Table of Contents Cost of Revenues Cost of revenues consists of cost of subscription revenues and fulfillment expenses. Content delivery expenses decreased $39. This increase was primarily attributable to continued investments in streaming content resulting in an increase in the average number of streaming content titles available for viewing to our domestic subscribers as compared to the prior year. encoding.7% $1. DVD direct purchases and DVD revenue sharing agreements with studios.154.9 million as a result of the 48.6% decrease in the number of DVDs mailed to paying subscribers. We utilize third-party content delivery networks to help us efficiently stream content in high volume to our subscribers over the Internet.

355 62.5 million primarily due to a $12. This increase was primarily attributable to investments in streaming content.0 million as a result of the 29.7% (17.357. attributable to increased spending in television. radio and online advertising 29 .6% $ 15. 2010 2009 (in thousands.154. These increases were partially offset by a $4. In addition. as well as allocated costs of revenues relating to free trial periods.04 $ 293.8% The $278.5% growth in revenues. partially offset by decreases in DVD content acquisitions. 2009 Cost of subscription Fulfillment expenses Total cost of revenues As a percentage of revenues $1.638 12. 2010 Marketing As a percentage of revenues Other domestic data: Gross unique subscriber additions Subscriber acquisition cost $ 402.4 million increase in personnel costs resulting from a 10. Advertising expenses include promotional activities such as television and online advertising. • • Operating Expenses Marketing Marketing expenses consist primarily of advertising expenses and also include payments made to our affiliates and consumer electronics partners and payroll related expenses.246 $1. Payments to our affiliates and consumer electronics partners may be in the form of a fixed-fee or may be a revenue sharing payment.6 million increase in marketing program spending.21 37. content delivery expenses increased due to higher costs associated with our use of third-party delivery networks resulting from an increase in the total number of hours of streaming content viewed by our subscribers.0 million in support of the increasing number of titles and platforms offered for streaming content.6% $ 21.7 million increase in costs related to freetrials allocated to marketing due primarily to the 74.4)% The $108.271 64.9 million.648 18.0% 37.Table of Contents Year ended December 31. In addition.8 million increase in marketing expenses was primarily attributable to a $119.461 169. encoding costs increased $7. except percentages and subscriber acquisition cost) Change 2011 vs.810 $1. 2011 2010 (in thousands.7% increase in the number of DVDs mailed to paying subscribers.9% 19.6% 26. except percentages) Change 2010 vs.6% decline in monthly DVD rentals per average paying DVD subscriber primarily attributed to the growing popularity of our lower priced plans and growth in streaming.0% increase in headcount to support the higher volume of content delivery and growth in subscribers.839 13.7 million primarily due to a 9.544 15.8% $ 909. The increase in the number of DVDs mailed was driven by a 40. Year ended December 31.7% increase in gross subscriber additions.079.1 million increase in cost of revenues was due to the following factors: • • Content acquisition and licensing expenses increased by $165. Content delivery expenses increased $78.9% increase in the domestic average number of paying subscribers.7% 25.109 203. Fulfillment costs associated with content processing and customer service centers expenses increased $13. partially offset by a 21. Credit card fees increased $20.

0 million increase in personnelrelated costs. our recommendation and merchandising technology. Personnel-related costs also increased due to a $5.7 million increase in stock-based compensation expense. The increase in marketing program spending was partially offset by decreases in the costs of free trials.329 7.033 8. These increases are primarily due to a 54% growth in average headcount supporting continued improvements in our streaming service and international expansion.8 million increase in technology and development expenses was primarily the result of a $27.542 6. 2010 (in thousands.6% The $48. 2009 (in thousands.839 13. Technology and Development Technology and development expenses consist of payroll and related costs incurred in making improvements to our service offering.0% growth in headcount supporting continued improvements to our service. In addition.9% 42. coupled with an $18.5)% The $56.1% $163.329 7. Year ended December 31.744 14. Year ended December 31.7% (28. Year ended December 31. offset by a decrease in direct mail and inserts.7 million increase in stockbased compensation expense.7 million increase in personnelrelated costs and a $14. Subscriber acquisition cost decreased primarily due to continued strong organic subscriber growth. and payments made to our consumer electronics partners.Table of Contents coupled with an increase in payments to our affiliates. as we continued to expand the number of devices on which subscribers can view Netflix content.6% $ 15. principally in TV and radio advertising to promote our service. coupled with shipments of instant streaming discs which enable subscribers to stream content to certain consumer electronic devices and the expanded use of one month free trials. costs paid for cloud computing services increased $7. 30 .1 million increase in marketing expenses was primarily attributable to an increase of $17.0 million due to the 67. except percentages) Technology and development As a percentage of revenues $163.648 18.7 million increase in technology and development expenses was primarily the result of an $83. Change 2010 2009 2010 vs. In addition. maintaining and modifying our user interfaces.2 million increase in other marketing program spending. The increase is also due to a $16. telecommunications systems and infrastructure and other internal-use software systems. 2010 2009 (in thousands.6% 58. costs of free trials increased $21. except percentages and subscriber acquisition cost) Change 2010 vs.6% 67. These increases were partially offset by a decrease in direct mail and inserts.2 million increase in facilities and equipment related expenses. 2009 Marketing As a percentage of revenues Other domestic data: Gross unique subscriber additions Subscriber acquisition cost $ 293. These increases are primarily due to a 21.7% increase in domestic gross unique subscriber additions.4 million in domestic spending related to our consumer electronics partners.2% $ 9.21 $ 237.7 million. Change 2011 2010 2011 vs. Approximately half of these increases were incurred in our International segments in large part due to our launch in Latin America and the Caribbean.48 23. except percentages) Technology and development As a percentage of revenues $259.332 25. as well as. including testing.6% The $95. Technology and development expenses also include costs associated with computer hardware and software.6% $114.

We expect legal costs to continue at a high level for the foreseeable future as we defend these claims.0% . Starting in the fourth quarter of 2011. no amount had been accrued prior to the mediation and settlement. in the fourth quarter of 2009.461 2. 2010 2009 (in thousands. Interest Expense Interest expense consists of the interest on our lease financing obligations and the interest on our 8. 2011.7 million attributed to a $7.5 million increase in general and administrative expenses was primarily attributable to an increase in personnel-related costs of $33.1% increase in headcount. 2010 (in thousands.0% The $53. taxes. 2011. and insurance increased by $13. Legal Settlement Subsequent to December 31. The Company had previously evaluated this claim and determined it to be immaterial and that a potential loss was not probable. Year ended December 31.9% 2. interest expense includes the amortization of debt issuance costs on our Convertible Notes issued in November 2011. This mediation resulted in a settlement of the matter which includes payment of $9. Change 2011 2010 2011 vs. professional fees and other general corporate expenses.461 2.3 million. and is anticipated to be paid in 2012. 2011 2010 (in thousands. which is recognized in the Consolidated Statement of Operations for the year ended December 31. except percentages) Interest expense As a percentage of revenues 31 $20.025 0.7 million increase in general and administrative expenses was primarily attributable to an increase in personnel-related costs of $11. Legal costs increased $6.Table of Contents General and Administrative General and administrative expenses consist of payroll and related expenses for executive and administrative personnel.9% 83.1 million release of accruals in 2009 that was associated with a former class action suit that settled in 2008.6 million increase in stock-based compensation expense and a 23. The accrual related to those subscribers who did not utilize the free month prior to expiration was released in 2009. Year ended December 31. The terms of the class action settlement provided certain former and current subscribers with an optional free month subscription or free one-month upgrade to be utilized prior to the third quarter of 2009.8% The $17.6% $19.773 2.5 million increase in stock-based compensation and a 32% increase in average headcount.6 million attributed to an $11.6 million primarily resulting from an increase in costs associated with various claims against us. Other miscellaneous expenses primarily related to the use of outside and professional services. as well as recruiting. Accordingly. except percentages) Change 2010 vs.9 million primarily resulting from ongoing litigation of claims against the Company as well as a $2.8% 37. we engaged in mediation of a legal claim pending in the Northern District of California made in January 2011 related to our compliance with the Video Privacy Protection Act. except percentages) Change 2011 vs. 2010 General and administrative As a percentage of revenues $117.937 3. Also. we expensed the debt issuance costs related to our line of credit.0 million. General and administrative expenses also include the gain on disposal of DVDs.50% senior notes including the amortization of debt issuance costs.629 0.6% $64. 2009 General and administrative As a percentage of revenues $64. Legal costs increased $8. Year ended December 31.9% $46.

Liquidity and Capital Resources Our primary source of liquidity has been cash generated from operations.9% $76. $17. Interest expense in 2011 includes $2. Financial Statements and Supplementary Data for additional information.50% per annum on May 15 and November 15 of each year.9% $ 6.50% senior notes due November 15. except percentages) Change 2010 vs. 2010 was attributable to the discrete benefit of $3. Interest on the 8.0 million through a public offering of common stock. in November 2011.Table of Contents Interest expense was relatively flat as compared to the prior year. we issued $200.3 million.6 million or 5.50% senior notes. except percentages) Change 2011 vs.2% of income before income tax. 2017 (the “8. Our effective tax rate for the year ended December 31. higher R&D tax credits and a lower effective tax rate for California. The Convertible Notes consist of $200. Year ended December 31.9% In 2011.0 million of interest payments due on our 8. Change 2010 2009 2010 vs. $17. 2011 2010 (in thousands. In November 2009.50% senior notes and $0.0% In 2010. Interest expense in 2010 includes $2.0 million of our Convertible Notes and raised an additional $200.2 million increase in interest expense is primarily attributable to the interest expense associated with our 8.6 million of amortization of debt issuance costs.0 million aggregate principal amount due on December 1.) 32 .8% of income before income tax.1 million. 2009 Provision for income taxes Effective tax rate $106.5 million of amortization of debt issuance costs.50% Notes”).0 million of interest payments due on our 8. our effective tax rate differed from the federal statutory rate of 35% primarily due to state income taxes of $15. except percentages) Interest expense As a percentage of revenues $ 19. 2018 and do not bear interest.475 0. 2010 Provision for income taxes Effective tax rate $133.0 million or 4.3 million for our lease financing obligations.843 39. Provision for Income Taxes Year ended December 31. 2010. 2009 (in thousands.396 37. our effective tax rate differed from the federal statutory rate of 35% primarily due to state income taxes of $15.50% Notes is payable semi-annually at a rate of 8.9% 24.332 39.7% 40. 2011 as compared to the year ended December 31. commencing on May 15. The decrease in our effective tax rate for the year ended December 31. 2010 was relatively flat as compared to our effective tax rate for the year ended December 31.1% $106. Additionally. This was partially offset by R&D tax credits of $3. This was partially offset by the expiration of a statute of limitations for years 1997 through 2007 resulting in a discrete benefit of $3.50% senior notes and $0.5 million in the third quarter of 2011 and Federal and California research and development (“R&D”) tax credits of $5.1 million for our lease financing obligations.843 39. 2010 2009 (in thousands.2% The $13.5 million.4% 203. (See Note 4 of Item 8. we issued $200 million of our 8. 2009. Year ended December 31.629 0.

Table of Contents Our primary uses of cash included the acquisition and licensing of content, content delivery expenses, marketing, our stock repurchase programs, payroll related expenses, and capital expenditures related to information technology and automation equipment. We expect to continue to make significant investments to license streaming content both domestically and internationally. These investments could impact our liquidity and in particular our operating cash flows. As a result of the significant increase in subscriber cancellations negatively impacting domestic and consolidated revenues, coupled with increased investments in our International streaming segment, and in international content in particular, we expect consolidated net losses and negative operating cash flows for 2012. Although we currently anticipate that our available funds will be sufficient to meet our cash needs for the foreseeable future, we may be required or choose to obtain additional financing. Our ability to obtain additional financing will depend on, among other things, our development efforts, business plans, operating performance, current and projected compliance with our debt covenants, and the condition of the capital markets at the time we seek financing. We may not be able to obtain such financing on terms acceptable to us or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and our stockholders may experience dilution. On June 11, 2010, we announced that our Board of Directors authorized a stock repurchase program allowing us to repurchase $300 million of our common stock through the end of 2012. As of December 31, 2011, $41.0 million of this authorization is remaining. The timing and actual number of shares repurchased will depend on various factors, including price, corporate and regulatory requirements, debt covenant requirements, alternative investment opportunities and other market conditions. As we expect to have negative operating cash flows in future periods, we do not expect to make further stock repurchases for the foreseeable future. The following highlights selected measures of our liquidity and capital resources as of December 31, 2011, 2010 and 2009:
Year Ended December 31, Change 2011 2010 2011 vs. 2010 (in thousands, except percentages)

Cash and cash equivalents Short-term investments Net cash provided by operating activities Net cash used in investing activities Net cash provided by (used in) financing activities

$ 508,053 289,758 $ 797,811 $ 317,712 $(265,814) $ 261,656

$ 194,499 155,888 $ 350,387 $ 276,401 $(116,081) $(100,045)

161.2% 85.9 % 127.7 % 14.9 % 129.0% (361.5)%

Cash provided by operating activities increased $41.3 million or 14.9%, primarily due to an increase subscription revenues of $1,042.0 million or 48.2%. This increase was partially offset by increased payments for content acquisition and licensing other than DVD library of $766.3 million or 138.4%. Operating cash flows were further impacted by increases in payroll expenses and payments for advertising and affiliates transactions. Cash used in investing activities increased $149.7 million or 129.0%, primarily due to a $164.0 million increase in the purchases, net of proceeds from sales and maturities, of short-term investments. In addition, purchases of property and equipment increased $15.8 million primarily due to purchases of automation equipment for our various DVD shipping centers. These increases were partially offset by a $38.7 million decrease in acquisitions of DVD content library. Cash provided by financing activities increased $361.7 million or 361.5%, primarily due to our public offering of 2.9 million shares of common stock for net proceeds of $199.9 million and $198.1 million net proceeds received from the issuance of our Convertible Notes in the fourth quarter of 2011. In addition, 33

Table of Contents repurchases of our common stock decreased by $10.6 million. These increases were partially offset by a $30.2 million decrease in proceeds from the issuance of common stock upon exercise of options and a $16.4 million decrease in excess tax benefits from stock-based compensation expense.
Year Ended December 31, Change 2010 2009 2010 vs. 2009 (in thousands, except percentages)

Cash and cash equivalents Short-term investments Net cash provided by operating activities Net cash used in investing activities Net cash used in financing activities

$ 194,499 155,888 $ 350,387 $ 276,401 $(116,081) $(100,045)

$ 134,224 186,018 $ 320,242 $ 325,063 $(246,079) $ (84,641)

44.9% (16.2)% 9.4% (15.0)% (52.8)% 18.2%

Cash provided by operating activities decreased by $48.7 million or 15.0%, primarily due to increased payments for content acquisition and licensing other than DVD library of $267.8 million. This increase was coupled with increased payroll expenses, payments for advertising and affiliates transactions, credit card fees, content delivery expenses and excess tax benefits from stock-based compensation. The increase in these expenses was partially offset by an increase in subscription revenues of $492.4 million resulting from a 40.9% increase in the domestic average number of paying subscribers. Cash used in investing activities decreased $130.0 million or 52.8%, primarily due to a $54.9 million decrease in the purchases, net of proceeds, of short-term investments and a $69.1 million decrease in acquisitions of DVD content library, as more DVDs were obtained through revenue sharing arrangements. In addition, purchases of property and equipment decreased by $12.1 million, as a significant amount of payments for automation equipment for our various shipping centers were made in 2009. Cash used in financing activities increased $15.4 million or 18.2%, primarily due to the $193.9 million net proceeds received from the issuance of our 8.50% Notes in 2009. This decrease was partially offset by a $114.1 million decrease in repurchases of our common stock coupled with a $49.5 million increase in the excess tax benefits from stock-based compensation expense and a $14.5 million increase in proceeds from the issuance of common stock upon exercise of options. Free Cash Flow We define free cash flow as cash provided by operating and investing activities excluding the non-operational cash flows from purchases, maturities and sales of short-term investments and cash flows from investments in businesses. We believe free cash flow is an important liquidity metric because it measures, during a given period, the amount of cash generated that is available to repay debt obligations, make investments, repurchase our stock and for certain other activities. Free cash flow is considered a non-GAAP financial measure and should not be considered in isolation of, or as a substitute for, net income, operating income, cash flow from operating activities, or any other measure of financial performance or liquidity presented in accordance with GAAP. In comparing free cash flow to net income, the major recurring differences are excess streaming and DVD payments over expenses, stock-based compensation expense, deferred revenue, taxes and semi-annual interest payments on the 8.50% Notes. Because consumers use credit cards to buy from us, our receivables from customers settle quickly and deferred revenue is a source of cash flow. For streaming content, we typically enter into multi-year licenses with studios and other distributors that may result in an increase in content library and a corresponding increase in liabilities in the Consolidated Balance Sheet. The payment terms for these license fees may extend over the term of the license agreements, which typically range from six months to five years. License 34

Table of Contents fee obligations with payment terms that are due beyond one year are classified on the Consolidated Balance Sheets as “Non-current content liabilities.” Minimum commitments for licenses and known titles that do not meet the criteria for asset recognition in the content library are included in Note 5 of Item 8, Financial Statements and Supplementary Data. The following tables reconcile net cash provided by operating activities, a GAAP financial measure, to free cash flow, a non-GAAP financial measure.
Year Ended December 31, 2011 2010 (in thousands)

Non-GAAP free cash flow reconciliation: Net cash provided by operating activities Acquisition of DVD content library Purchases of property and equipment Other assets Non-GAAP free cash flow

$317,712 (85,154) (49,682) 3,674 $186,550

$ 276,401 (123,901) (33,837) 12,344 $ 131,007

Free cash flow for the year ended December 31, 2011 increased $55.5 million primarily due to an increase of $98.9 million in net income as adjusted for the increase in non-cash stock based compensation of $33.6 million and decreased tax prepayments of $20.2 million. This was partially offset by an increase in excess content payments over expenses of $53.2 million, a $12.9 million increase in excess property and equipment payments over expense and decreased deferred revenue of $5.5 million. Payments for content increased $727.6 million while content expenses increased $674.4 million.
Year Ended December 31, 2010 2009 (in thousands)

Non-GAAP free cash flow reconciliation: Net cash provided by operating activities Acquisition of DVD content library Purchases of property and equipment Other assets Non-GAAP free cash flow

$ 276,401 (123,901) (33,837) 12,344 $ 131,007

$ 325,063 (193,044) (45,932) 11,035 $ 97,122

Free cash flow for the year ended December 31, 2010 increased $33.9 million primarily due to an increase of $60.4 million in net income as adjusted for the increase in non-cash stock based compensation of $15.4 million, decreased property and equipment payments over expense of $11.9 million and increased deferred revenue of $10.0 million. This was partially offset by an increase in excess streaming and DVD content payments over expenses of $32.8 million coupled with increased tax prepayments of $14.0 million. Payments for content increased $198.7 million while content expenses increased $165.9 million. Effect of Exchange Rates Revenues, as well as certain expenses, primarily content licensing and marketing, incurred in the International streaming segment, are denominated in the local currency. During the year ended December 31, 2011 and 2010, the gains or losses on foreign exchange transactions and the effect of exchange rate changes on cash and cash equivalents were immaterial. Contractual Obligations For the purposes of this table, contractual obligations for purchases of goods or services are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or 35

Table of Contents minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The expected timing of payment of the obligations discussed above is estimated based on information available to us as of December 31, 2011. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations. The following table summarizes our contractual obligations at December 31, 2011:
Payments due by Period Contractual obligations (in thousands): Total Less than 1 year (3) 1-3 years 3-5 years More than 5 years

8.50% senior notes Convertible notes Operating lease obligations Lease financing obligations (1) Streaming content obligations (2) Other purchase obligations Total (1) (2)

$ 302,000 200,000 59,925 19,267 3,907,198 262,469 $4,750,859

$ 17,000 — 17,599 4,174 797,649 149,700 $986,122

$

34,000 — 26,485 6,020 2,384,373 112,158 $2,563,036

$ 34,000 — 13,702 5,886 650,480 611 $704,679

$217,000 200,000 2,139 3,187 74,696 — $497,022

Represents the lease financing obligations for our Los Gatos, California headquarters. Streaming content obligations include agreements to acquire and license streaming content that represent long-term liabilities or that are not reflected on the Consolidated Balance Sheets. For those agreements with variable terms, we do not estimate what the total obligation may be beyond any minimum quantities and/ or pricing as of the reporting date. For those agreements that include renewal provisions that are solely at the option of the content provider, we include the commitments associated with the renewal period to the extent such commitments are fixed or a minimum amount is specified. For these reasons, the amounts presented in the table may not provide a reliable indicator of our expected future cash outflows. We have entered into certain streaming content license agreements that include an unspecified or a maximum number of titles that we may or may not receive in the future and/or that include pricing contingent upon certain variables, such as theatrical exhibition receipts for the title. As of the reporting date, it is unknown whether we will receive access to these titles or what the ultimate price per title will be. Accordingly such amounts are not reflected in the above contractual obligations table. However, such amounts are expected to be significant and the expected timing of payment for these commitments could range from less than one year to more than five years.

(3)

For purposes of this table, less than one year does not include liabilities which are reflected on the Consolidated Balance Sheets as current liabilities. Content accounts payables for instance includes $905.8 million in streaming content obligations not reflected in the above table.

As of December 31, 2011, the Company had gross unrecognized tax benefits of $28.1 million and an additional $2.4 million for gross interest and penalties classified as “Other non-current liabilities” in the Consolidated Balance Sheet. At this time, the Company is unable to make a reasonably reliable estimate of the timing of payments in individual years due to uncertainties in the timing of tax audit outcomes; therefore, such amounts are not included in the above contractual obligation table. Off-Balance Sheet Arrangements As part of our ongoing business, we do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities. Accordingly, our operating results, financial condition and cash flows are not subject to off-balance sheet risks. 36

computers and mobile devices. The steaming content library is reported at the lower of unamortized cost or estimated net realizable value. Titles do not meet the criteria for asset 37 . the title is recognized on the Consolidated Balance Sheets as “Current content library” for the portion available for streaming within one year and as “Non-current content library” for the remaining portion. Changes in these liabilities are classified in the line item “Change in streaming content liabilities” within net cash provided by operating activities in the Consolidated Statement of Cash Flows. Streaming content is generally licensed for a fixed-fee for the term of the license agreement which may have multiple windows of availability. For the titles recognized in content library. No write down from unamortized cost to a lower net realizable value was recorded in any of the periods presented. We obtain content distribution rights in order to stream TV shows and movies to subscribers’ TVs. Financial Statements and Supplementary Data under the caption “Guarantees— Indemnification Obligations” is incorporated herein by reference. Based on this definition. Payment terms for these license fees may extend over the term of the license agreement. Financial Statements and Supplementary Data . We amortize the content library on a straight-line basis over each title’s contractual window of availability. Payments for the titles not yet available for streaming are not yet recognized in the content library but in prepaid content. we have identified the critical accounting policies and judgments addressed below. When the streaming license fee is known or reasonably determinable for a specific title and the specific title is first available for streaming to subscribers. DVD direct purchases and DVD revenue sharing agreements with studios. The amortization is classified in “Cost of revenues-Subscription” in the Consolidated Statements of Operations and in the line item “Amortization of streaming content library” within net cash provided by operating activities in the Consolidated Statements of Cash Flows. the title does not meet the criteria for asset recognition in the content library. disclosures of contingent assets and liabilities at the date of the financial statements. the license fees due but not paid are classified on the Consolidated Balance Sheets as “Content accounts payable” for the amounts due within one year and as “Non-current content liabilities” for the amounts due beyond one year. which typically ranges from six months to five years. The license agreement may or may not be recognized in content library.Table of Contents Indemnifications The information set forth under Note 6 of Item 8. Content Accounting We obtain content through streaming content license agreements. Actual results may differ from these estimates. and the reported amounts of revenues and expenses during the reported periods. The Securities and Exchange Commission (“SEC”) has defined a company’s critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and results of operations. We record the streaming content library assets and their related liability on our Consolidated Balance Sheets at the gross amount of the liability. and which require a company to make its most difficult and subjective judgments. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. distributors and other suppliers. Critical Accounting Policies and Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. When the streaming license fee is not known or reasonably determinable for a specific title. Minimum commitments for the titles not yet available for streaming are not yet recognized in the content library and are included in Note 5 of Item 8. which could range from six months to five years. New titles recognized in the content library are classified in the line item “Additions to streaming content library” within net cash provided by operating activities in the Consolidated Statements of Cash Flows.

we classify our DVD library in “Non-current content library” on the Consolidated Balance Sheets. We acquire DVD content for the purpose of renting such content to our subscribers and earning subscription rental revenues. less estimated salvage value. We also obtain DVD content through revenue sharing agreements with studios and distributors. as such. net of changes in related liabilities. which is the vesting period. on a “sum-of-the-months” accelerated basis over their estimated useful lives. We calculate the fair value of new stock-based compensation awards under our stock option plans using a lattice-binomial model. and. The useful life of the new release DVDs and back-catalog DVDs is estimated to be one year and three years. Commitments for licenses that do not meet the criteria for asset recognition in the content library are included in Note 5 of Item 8. We amortize our direct purchase DVDs. The amortization is classified in “Cost of revenues. so that the license fee is not known or reasonably determinable for a specific title. respectively. The acquisition of DVD content library. for a defined period of time. We amortize the license fees on a straight-line basis over the term of each license agreement. Our decision to incorporate implied volatility was based on our assessment that implied volatility of publicly traded options in our common stock is more reflective of market conditions and. which can range from three to five years. Financial Statements and Supplementary Data . is classified in the line item “Acquisition of DVD content library” within cash used in investing activities in the Consolidated Statements of Cash Flows because the DVD content library is considered a productive asset. representing a minimum contractual obligation under the agreement. The amortization of the DVD content library is classified in “Cost of revenues—Subscription” in the Consolidated Statement of Operations and in the line item “Amortization of DVD content library” within net cash provided by operating activities in the Consolidated Statements of Cash Flows. Changes in the subjective input assumptions can materially affect the estimate of fair value of options granted and our results of operations could be impacted. Changes in prepaid content are classified within net cash provided by operating activities in the line item “Prepaid content” in the Consolidated Statements of Cash Flows.Table of Contents recognition in the content library because the underlying license agreement does not specify the number of titles or the license fee per title or the windows of availability per title. we consider our direct purchase DVD library to be a productive asset. including price volatility of the underlying stock. Accordingly. “Prepaid content” is recorded on the Consolidated Balance Sheets. Typical payment terms for these agreements. These models require the input of highly subjective assumptions. Revenue sharing obligations incurred based on utilization are classified in “Cost of revenues—Subscription” in the Consolidated Statements of Operations and in the line item “Net income” within net cash provided by operating activities in the Consolidated Statements of Cash Flows.Subscription” in the Consolidated Statements of Operations and in the line item “Net income” within net cash provided by operating activities in the Consolidated Statements of Cash Flows. Stock-Based Compensation Stock-based compensation expense at the grant date is based on the total number of options granted and an estimate of the fair value of the awards expected to vest and is recognized as expense ratably over the requisite service period. 38 . The low initial payment is in exchange for a commitment to share a percentage of our subscription revenues or to pay a fee. The initial payment may be in the form of an upfront non-refundable payment which is classified in content library or in the form of a prepayment of future revenue sharing obligations which is classified as prepaid content. require us to make equal fixed payments at the beginning of each quarter of the license term. We use a Black-Scholes model to determine the fair value of employee stock purchase plan shares. based on utilization. • Expected Volatility: Our computation of expected volatility is based on a blend of historical volatility of our common stock and implied volatility of tradable forward call options to purchase shares of our common stock. The terms of some revenue sharing agreements obligate us to make a low initial payment for certain titles. Other companies in the in-home entertainment video industry classify these cash flows as operating activities. To the extent that cumulative payments exceed cumulative amortization.

and our forecast of future earnings. Financial Statements and Supplementary Data for further information regarding income taxes. changes in tax laws or our interpretation of tax laws and the resolution of any tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements. We maintain a portfolio of cash equivalents 39 . an adjustment to the deferred tax assets would be charged to earnings in the period in which we make such determination. Quantitative and Qualitative Disclosures about Market Risk The primary objective of our investment activities is to preserve principal. We include the historical volatility in our computation due to low trade volume of our tradable forward call options in certain periods thereby precluding sole reliance on implied volatility. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. as well as our maximum exposure to various asset classes. At December 31.3 million. We may recognize a tax benefit only if it is more likely than not the tax position will be sustained on examination by the taxing authorities. • Suboptimal Exercise Factor: Our computation of the suboptimal exercise factor is based on historical option exercise behavior and the terms and vesting periods of the options granted and is determined for both executives and non-executives. We did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. judgments and estimates. by a valuation allowance for any tax benefits for which future realization is uncertain. including our past operating results. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. in full or in part.1 million. Income Taxes We record a provision for income taxes for the anticipated tax consequences of our reported results of operations using the asset and liability method. can reasonably be expected to be a better indicator of expected volatility than historical volatility of our common stock. In evaluating our ability to recover our deferred tax assets. However. we consider all available positive and negative evidence. if necessary. An increase in the suboptimal exercise factor of 10% would increase the total stock-based compensation expense by approximately $2. See Note 8 of Item 8. we believe that it is more likely than not that substantially all deferred tax assets recorded on our Consolidated Balance Sheets will ultimately be realized. our estimated gross unrecognized tax benefits were $28. Item 7A. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. Due to uncertainties in any tax audit outcome.1 million of which $22. if recognized. The policy sets forth credit quality standards and limits our exposure to any one issuer. To achieve this objective. 2011. based on the technical merits of the position. while at the same time maximizing income we receive from investments without significantly increased risk. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future. Actual operating results in future years could differ from our current assumptions. our estimates of the ultimate settlement of our unrecognized tax positions may change and the actual tax benefits may differ significantly from the estimates. An increase of 10% in our computation of expected volatility would increase the total stock-based compensation expense by approximately $3. would favorably impact our future earnings.Table of Contents therefore. Although we believe our assumptions. The measurement of deferred tax assets is reduced. judgments and estimates are reasonable. future taxable income and prudent and feasible tax planning strategies. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating loss and tax credit carryforwards.4 million. we follow an established investment policy and set of guidelines to monitor and help mitigate our exposure to interest rate and credit risk.

based on stated maturities.758 A sensitivity analysis was performed on our investment portfolio as of December 31. Some of the securities we invest in may be subject to market risk due to changes in prevailing interest rates which may cause the principal amount of the investment to fluctuate. The analysis is shown as of December 31. Changes in interest rates could adversely affect the market value of these investments.737 $283. we cannot predict future market conditions or market liquidity and can provide no assurance that our investment portfolio will remain materially unimpaired. Our short-term investments were comprised of corporate debt securities. included in “Accumulated other comprehensive income” within stockholders equity in the Consolidated Balance Sheets. if we hold a security that was issued with a fixed interest rate at the then-prevailing rate and the prevailing interest rate later rises.003 $ 289.Table of Contents and short-term investments in a variety of securities. we had no material impairment charges associated with our short-term investment portfolio. which are not subject to market risk because the interest paid on such funds fluctuates with the prevailing interest rate.788 Item 8. Although we believe our current investment portfolio has very little risk of material impairment. The table below separates these investments.778 $291. As of December 31. For the year ended December 31. (in thousands) Due within one year Due within five years Due within ten years Due after ten years Total $ 108.768 $287. to show the approximate exposure to interest rates. $293.747 $285. 2011 (in thousands) -50 BPS +50 BPS -150 BPS -100 BPS +100 BPS +150 BPS $295. For example. 2011. we had securities classified as short-term investments of $289.373 — 1.8 million. net of tax. 2011. At December 31. 40 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . 2011. None. our cash equivalents were generally invested in money market funds. government and agency securities and asset and mortgage-backed securities. 2011. the value of our investment will decline. The following table presents the hypothetical fair values (in $ thousands) of our debt securities classified as short-term investments assuming immediate parallel shifts in the yield curve of 50 basis points (“BPS”). Item 9.727 Financial Statements and Supplementary Data The consolidated financial statements and accompanying notes listed in Part IV. These securities are classified as available-for-sale and are recorded at fair value with unrealized gains and losses.382 180. Item 15(a)(1) of this Annual Report on Form 10-K are included elsewhere in this Annual Report on Form 10-K. 2011: Fair Value December 31. The analysis is based on an estimate of the hypothetical changes in market value of the portfolio that would result from an immediate parallel shift in the yield curve of various magnitudes. This methodology assumes a more immediate change in interest rates to reflect the current economic environment. 100 BPS and 150 BPS.

Based on our assessment under the framework in Internal Control—Integrated Framework . In making this assessment. evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. the design of a control system must reflect the fact that there are resource constraints. 2011 has been audited by KPMG LLP. our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework . A control system. 2011. 41 Other Information . an independent registered public accounting firm.Table of Contents Item 9A. is recorded. Item 9B. not absolute. and that such information is accumulated and communicated to our management. with the participation of our Chief Executive Officer and Chief Financial Officer. as appropriate. no matter how well conceived and operated. The effectiveness of our internal control over financial reporting as of December 31. assurance that the objectives of the control system are met. (a) Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management. as amended) as of the end of the period covered by this Annual Report on Form 10-K. None. (c) Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting that occurred during the quarter ended December 31. within Netflix have been detected. and the benefits of controls must be considered relative to their costs. 2011 that has materially affected. processed. does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K were effective in providing reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934. to allow timely decisions regarding required disclosures. as amended. 2011. as stated in their report that is included herein. our internal control over financial reporting. summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. including our Chief Executive Officer and Chief Financial Officer. Our management assessed the effectiveness of our internal control over financial reporting as of December 31. no evaluation of controls can provide absolute assurance that all control issues and instances of fraud. (b) Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934 as amended (the Exchange Act)). Based on that evaluation. if any. Further. including our Chief Executive Officer and Chief Financial Officer. or is reasonably likely to materially affect. can provide only reasonable. our management concluded that our internal control over financial reporting was effective as of December 31. Because of the inherent limitations in all control systems. Our management.

Item 11. Item 12. Certain Relationships and Related Transactions and Director Independence Information required by this item is incorporated by reference from information contained under the section “Certain Relationships and Related Transactions” and “Director Independence” in our Proxy Statement for the Annual Meeting of Stockholders. Directors. Executive Compensation Information required by this item is incorporated by reference from information contained under the section “Compensation of Executive Officers and Other Matters” in our Proxy Statement for the Annual Meeting of Stockholders. Item 13. 42 . Executive Officers and Corporate Governance Information regarding our directors and executive officers is incorporated by reference from the information contained under the sections “Proposal One: Election of Directors.” “Section 16(a) Beneficial Ownership Compliance” and “Code of Ethics” in our Proxy Statement for the Annual Meeting of Stockholders. Principal Accounting Fees and Services Information with respect to principal independent registered public accounting firm fees and services is incorporated by reference from the information under the caption “Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement for the Annual Meeting of Stockholders.Table of Contents PART III Item 10. Item 14. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information required by this item is incorporated by reference from information contained under the sections “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Proxy Statement for the Annual Meeting of Stockholders.

Table of Contents PART IV Item 15. and Wells Fargo Bank.3 4. Financial Statements and Supplementary Data.1 November 9.1 3. among Netflix.2 Amended and Restated Certificate of Incorporation Amended and Restated Bylaws Certificate of Amendment to the Amended and Restated Certificate of Incorporation Form of Common Stock Certificate Indenture. the guarantors from time to time party thereto and Wells Fargo Bank. Exhibit Filing Date Filed Herewith 3. Inc..1† . and TCV Member Fund. (a) (1) Exhibits and Financial Statement Schedules Financial Statements: The financial statements are filed as part of this Annual Report on Form 10-K under “Item 8. by and among Netflix. TCV VII(A).1 4. 2011..4 8-K S-1/A 000-49802 333-83878 10. relating to the Zero Coupon Senior Convertible Notes due 2018. dated November 6. National Association. 2009 November 28. Inc. among Netflix. Financial Statements and Supplementary Data.1 4. L. 2011 March 20.1 10.1 3.” (3) Exhibit Number The following documents are filed as part of this Annual Report on Form 10-K: Exhibits: Exhibit Description Form Incorporated by Reference File No. Inc. relating to the 8.50% Senior Notes due 2017. L. TCV VII.1 3. 2009.P. 2002 8-K 000-49802 4. Indenture.P.1 August 2. L. 2011 November 28. 2002 4.. Form of Indemnification Agreement entered into by the registrant with each of its executive officers and directors 43 10-Q 8-K 10-Q S-1/A 000-49802 000-49802 000-49802 333-83878 3. Registration Rights Agreement dated November 28. dated November 28.” (2) Financial Statement Schedules: The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto under “Item 8. 2011. 2009 August 2. National Association.3 8-K 000-49802 4. 2004 April 16.1 10. 2004 March 20.P.2 3.3 4.

2002 April 20. 2009 May 7. Exhibit Filed Herewith Exhibit Description Form Filing Date 10.5 A 99.3† 10.8† 10.2† 10.Table of Contents Exhibit Number Incorporated by Reference File No.1 10.1 10.5 10.9† 10.1* 2002 Employee Stock Purchase Plan Amended and Restated 1997 Stock Plan Amended and Restated 2002 Stock Plan Amended and Restated Stockholders’ Rights Agreement 2011 Stock Plan Description of Director Equity Compensation Plan Description of Director Equity Compensation Plan Amended and Restated Executive Severance and Retention Incentive Plan Consent of Independent Registered Public Accounting Firm Power of Attorney (see signature page) Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 44 Def 14A S-1/A Def 14A S-1 Def 14A 8-K 8-K 10-Q 000-49802 333-83878 000-49802 333-83878 000-49802 000-49802 000-49802 000-49802 A 10.6† 10. 2009 X X X X .1 24 31. 2011 June 16.3 A 10.2 32. 2010 May 16.1 31. 2006 March 6.10 April 8. 2002 March 31.10† 23.4† 10. 2010 December 28.

Inc. 2010 and 2009.’s Annual Report on Form 10-K for the year ended December 31. X * † These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934.Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Form File No. formatted in XBRL includes: (i) Consolidated Balance Sheets as of December 31. 2010 and 2009 and (v) the Notes to Consolidated Financial Statements. 2011. Exhibit Filing Date Filed Herewith 101 The following financial information from Netflix. 2011. 2011 filed with the SEC on February 10. 2011 and 2010. 2011. irrespective of any general incorporation language in any filings. 2012. (ii) Consolidated Statements of Operations for the Years Ended December 31. (iv) Consolidated Statements of Cash Flows for the Years Ended December 31. Indicates a management contract or compensatory plan 45 . 2010 and 2009. (iii) Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Years Ended December 31.

2011 and 2010 Consolidated Statements of Operations for the Years Ended December 31. 2010 and 2009 Notes to Consolidated Financial Statements 46 47 48 49 50 51 52 . INC.Table of Contents NETFLIX. 2010 and 2009 Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Years Ended December 31. 2010 and 2009 Consolidated Statements of Cash Flows for the Years Ended December 31. 2011. 2011. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31. 2011.

and subsidiaries (the Company) as of December 31. in reasonable detail.: We have audited the accompanying consolidated balance sheets of Netflix. stockholders’ equity and comprehensive income. or that the degree of compliance with the policies or procedures may deteriorate. and subsidiaries as of December 31. assessing the risk that a material weakness exists. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. in all material respects. Inc. Because of its inherent limitations. based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. and the results of their operations and their cash flows for each of the years in the three-year period ended December 31.S. or disposition of the company’s assets that could have a material effect on the financial statements. Inc. 2011.’s management is responsible for these consolidated financial statements. use. effective internal control over financial reporting as of December 31. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that. 2011 and 2010. Inc. Also in our opinion. Inc. the consolidated financial statements referred to above present fairly. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders Netflix. Inc. /s/ KPMG LLP Santa Clara. Inc. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting. and evaluating the overall financial statement presentation. (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles. evidence supporting the amounts and disclosures in the financial statements. Our audits of the consolidated financial statements included examining. 2011. and cash flows for each of the years in the three-year period ended December 31. and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company. accurately and fairly reflect the transactions and dispositions of the assets of the company. internal control over financial reporting may not prevent or detect misstatements. and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition. and the related consolidated statements of operations. 2012 47 . Also. assessing the accounting principles used and significant estimates made by management. In our opinion. in all material respects. projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. maintained. 2011. for maintaining effective internal control over financial reporting. the financial position of Netflix. 2011 and 2010. We also have audited Netflix. in conformity with U. Our audits also included performing such other procedures as we considered necessary in the circumstances. on a test basis. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. and for its assessment of the effectiveness of internal control over financial reporting. 2011. based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Netflix. We believe that our audits provide a reasonable basis for our opinions. included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting appearing under item 9A (b). California February 10. Netflix.’s internal control over financial reporting as of December 31. generally accepted accounting principles.

695 54. net Other non-current assets Total assets Liabilities and Stockholders’ Equity Current liabilities: Content accounts payable Other accounts payable Accrued expenses Deferred revenue Total current liabilities Long-term debt Long-term debt due to related party Non-current content liabilities Other non-current liabilities Total liabilities Commitments and contingencies (Note 5) Stockholders’ equity: Preferred stock.217 43.353 55. 2011 and 2010.739 290.622 750 237.860 63.067 $ 924.196 $194.386 $168. INC. 2011 and 2010 Common stock.830.Table of Contents NETFLIX. except share and per share data) As of December 31.758 919.164 $982. 160. 55. $0.069. 10.579 200. respectively Additional paid-in capital Accumulated other comprehensive income Retained earnings Total stockholders’ equity Total liabilities and stockholders’ equity $ 508.810 $3.709 56.052 $3.857 1.572 127.179 55.615 and 52.293 $982.145 691.781.000.000 shares authorized at December 31.119 706 422.796 1.949 issued and outstanding at December 31.000 shares authorized at December 31.067 See accompanying notes to consolidated financial statements.888 181.398.001 par value.001 par value.000.196 — 53 51. 2011 2010 Assets Current assets: Cash and cash equivalents Short-term investments Current content library.934 136.046.499 155. net Property and equipment.006 62.426.570 35.055 200.183 388. 48 .621 637.903 — 55 219.231 180.225.930 642. $0.053 289. no shares issued and outstanding at December 31. CONSOLIDATED BALANCE SHEETS (in thousands.706 87. net Prepaid content Other current assets Total current assets Non-current content library.000 739.973 128.069. 2011 and 2010.007 57.703 2.330 1. 2011 and 2010.000 — 48.693 148.000 200.628 61.129 38.

641 (19.164.638 259.396 $ 226. 49 .696 106.684 267.28 4. 2011 2010 2009 Revenues Cost of revenues: Subscription Fulfillment expenses Total cost of revenues Gross profit Operating expenses: Marketing Technology and development General and administrative Legal settlement Total operating expenses Operating income Other income (expense): Interest expense Interest and other income Income before income taxes Provision for income taxes Net income Net income per share: Basic Diluted Weighted-average common shares outstanding: Basic Diluted $3.676 402.126 $ $ 4. INC.304 $1.843 $ 160.998 237.560 58.05 1.033 117.625 1.629 283.860 $ $ 2.204.96 52.154.98 56.270 293.789.16 52.937 9.744 114.847 54.06 2.522 133.357.039.369 $2.939 (6.901 1.Table of Contents NETFLIX.416 See accompanying notes to consolidated financial statements.192 76.670.079.577 1.109 203.246 1.629) 3.479 359.461 169.271 590.853 $ $ 3. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands.461 — 521.059 191.728 192.329 64.305 2.025) 3.839 163.542 46.000 788.475) 6.332 $ 115.162.810 1.529 54.608 376.068 (20. except per share data) Year ended December 31.773 — 399.269 909.596 250.355 805.

615 — — 1 — (10) — — 53 — — — 2 — (2 ) — — 53 — — — — 3 (1 ) — — 55 Paid-in Capital $ 338. net of taxes Issuance of common stock upon exercise of options Issuance of common stock.082 2.398.486 (199. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (in thousands.126 (68) 24 226. 2009 Net income Unrealized gains on available-for-sale securities.126 — — — — (40. net of taxes Comprehensive income.935) — — $ 422.614 199.110 224.582 45.850) 12. 2008 Net income Unrealized gains on available-for-sale securities.781.730) 61.178 290.155 115.495) — — $ 198.326) 27. 50 .509 5. except share data) Additional Treasury Common Stock Shares Amount 58.073 46.335) 12.382 199.618 12.314) — — 53.860 — — — — (25.Table of Contents NETFLIX.309) — — 52.853 — — — — (121.931) — — $ 237.119 Stock $(100.847) — — 55.618 12. 2011 $ $ $ $ $ $ $ $ $ $ See accompanying notes to consolidated financial statements.330 47.666) 61.622 — — — 19.857.073 — — — 1.508 5.996 62.862.739 226.259) 27.902.143 160.143 (899. net of taxes Issuance of common stock upon exercise of options Issuance of common stock under employee stock purchase plan Repurchases of common stock and retirement of outstanding treasury stock Stock-based compensation expense Excess stock option income tax benefits Balances as of December 31.949 — — — 659.996 62.765 (324.724.020 ) — — — — — 100.080 2.765 (398.694 (88.452 115.799 (7.020 — — $ — — — — — — — — — $ — — — — — — — — — — $ Accumulated Other Comprehensive Income 84 — 189 — — — — — — 273 — 477 — — — — — — 750 — (68) 24 — — — — — — 706 Retained Earnings $ 108.606. net of taxes Comprehensive income.860 189 116.178 $ 51. net of taxes Cumulative translation adjustment Comprehensive income. INC. 2010 Net income Unrealized losses on available-for-sale securities.478 $ 62 — — — — 1.082 19.382 $ — — — — 47.371.440.930 $ Total Stockholders’ Equity 347.694 (210. net of taxes Issuance of common stock upon exercise of options Issuance of common stock under employee stock purchase plan Repurchases of common stock Stock-based compensation expense Excess stock option income tax benefits Balances as of December 31.112 (2.577 — — — 29. net of costs Repurchases of common stock Stock-based compensation expense Excess stock option income tax benefits Balances as of December 31.614 199.483 (158.810 Balances as of December 31.582 45.853 477 161.370 2.548 642.164 226.049 29.548 $ 219.817 160.

970 1.Table of Contents NETFLIX.083) 19.079) (1.045) 60.857 15.053 $ 79.050) (18.613 2.554 194.395 See accompanying notes to consolidated financial statements. 2011 2010 2009 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Additions to streaming content library Change in streaming content liabilities Amortization of streaming content library Amortization of DVD content library Depreciation and amortization of property.335) (84.901) (107.400 699.081) (1.128 96.298 38.224 $ 194.060 (199.169 16.770 3.000) 166.161) 6.362) 120.881 $ 134.014) 48.878 (2.683 18.883 317.657) 139.214) (9.776 — 62. net of issuance costs Excess tax benefits from stock-based compensation Borrowings on line of credit. end of year Supplemental disclosure: Income taxes paid Interest paid $ 226.098 67.210) 167.917 (324.656 313.328 (1.209 27.860 (64.000) 193.947 45.211 (4.069 19.105 (49.086 645 276.775) 24.618 (12.682) — 3.158) 35.218 20.837) — 12.100 142. net of issuance costs Payments on line of credit Proceeds from issuance of debt.732) 1.099 27. equipment and intangibles Stock-based compensation expense Excess tax benefits from stock-based compensation Other non-cash items Deferred taxes Gain on sale of business Changes in operating assets and liabilities: Prepaid content Other current assets Other accounts payable Accrued expenses Deferred revenue Other non.747 61.126 (2. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31.499 $ 508.483 11.current assets and liabilities Net cash provided by operating activities Cash flows from investing activities: Acquisition of DVD content library Purchases of short-term investments Proceeds from sale of short-term investments Proceeds from maturities of short-term investments Purchases of property and equipment Proceeds from sale of business Other assets Net cash used in investing activities Cash flows from financing activities: Principal payments of lease financing obligations Proceeds from issuance of common stock upon exercise of options Proceeds from public offering of common stock.836 158.499 $ 56.597) — 6.818 (33.192 171.614 199.044 12.906 325.902 21.932) 7.027) 18.035 (246.496 38.993 38. beginning of year Cash and cash equivalents.712 (85.154) (223. net of issuance costs Repurchases of common stock Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents.476) (18.259) (100.853 (406.641) (5.666) 261.674 (265.275 134.784 — — 198.582 (45.314 68.128) (962) — (35.063 (193. INC.776) 49.537 13.358) 1.750) 50.217) (4.101 $ 115.401 (123. 51 .214 — — — (210.460.320.978 (20.224 $ 58.673 (45.784) (4.683) (7.044) (228.744 43.344 (116.996 (62.783) (5.643) (5.814) $ 160.706 35.274 — 12.

Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Substantially all of the Company’s revenues are generated in the United States. realized gains and losses. INC. computers and mobile devices and in the United States. and declines in value judged to be other-than-temporary on available-for-sale securities are included in “Interest and other income” in the Consolidated Statements of Operations. Cash Equivalents and Short-term Investments The Company considers investments in instruments purchased with an original maturity of 90 days or less to be cash equivalents. (the “Company”) was incorporated on August 29. and the reported amounts of revenues and expenses during the reporting periods. The amortization of premiums and discounts on the investments. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Reclassification Certain prior period amounts have been reclassified to conform to the current presentation. Significant items subject to such estimates and assumptions include the amortization policy of its content library. and all of the Company’s long-lived tangible assets are held in the United States. The Company’s subscribers can instantly watch unlimited TV shows and movies streamed over the Internet to their TVs. The Company’s revenues are derived from monthly subscription fees. total liabilities. Inc. Short-term investments are reported at fair value with unrealized gains and losses included in “Accumulated other comprehensive income” within stockholders’ equity in the Consolidated Balance Sheets. 52 . results of operations or cash flows. 1997 and began operations on April 14.Table of Contents NETFLIX. International streaming and Domestic DVD. 1998. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. These reclassifications did not impact any prior amounts of reported total assets. Actual results may differ from these estimates. The Company uses the specific identification method to determine cost in calculating realized gains and losses upon the sale of short-term investments. disclosure of contingent assets and liabilities at the date of the financial statements. The Company is organized into three operating segments. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. stockholders’ equity. and the recognition and measurement of income tax assets and liabilities. The Company classifies short-term investments. The Company is an Internet subscription service streaming TV shows and movies. the valuation of stock-based compensation. Domestic streaming. subscribers can receive DVDs delivered quickly to their homes. Intercompany balances and transactions have been eliminated. which consist of marketable securities with original maturities in excess of 90 days as availablefor-sale. Organization and Summary of Significant Accounting Policies Description of Business Netflix.

When the streaming license fee is not known or reasonably determinable for a specific title. computers and mobile devices. The amortization is classified in “Cost of revenues—Subscription” in the Consolidated Statements of Operations and in the line item “Net income” within net cash provided by operating activities in the Consolidated Statements of Cash Flows. the Company’s intent to sell. The Company records the streaming content library assets and their related liability on the Consolidated Balance Sheets at the gross amount of the liability. which can range from three to five years. which could range from six months to five years. The Company amortizes the content library on a straight-line basis over each title’s contractual window of availability. To the extent that cumulative payments exceed cumulative amortization. The Company amortizes the license fees on a straight-line basis over the term of each license agreement. the license fees due but not paid are classified on the Consolidated Balance Sheets as “Content accounts payable” for the amounts due within one year and as “Non-current content liabilities” for the amounts due beyond one year. Changes in prepaid content are classified within net cash provided by operating activities in the line item “Prepaid content” in the Consolidated Statements of Cash Flows. require the Company to make equal fixed payments at the beginning of each quarter of the license term.Table of Contents Short-term investments are reviewed periodically to identify possible other-than-temporary impairment. Content Library The Company obtains content through streaming content license agreements. When the streaming license fee is known or reasonably determinable for a specific title and the specific title is first available for streaming to subscribers. DVD direct purchases and DVD revenue sharing agreements with studios. For the titles recognized in content library. Payment terms for these license fees may extend over the term of the license agreement. Streaming content is generally licensed for a fixed-fee for the term of the license agreement which may have multiple windows of availability. New titles recognized in the content library are classified in the line item “Additions to streaming content library” within net cash provided by operating activities in the Consolidated Statements of Cash Flows. the financial condition of the issuer. Payments for the titles not yet available for streaming are not yet recognized in the content library but in prepaid content. The Company obtains content distribution rights in order to stream TV shows and movies to subscribers’ TVs. “Prepaid content” is recorded on the Consolidated Balance Sheets. No write down from unamortized cost to a lower net realizable value was recorded in any of the periods presented. Commitments for licenses that do not meet the criteria for asset recognition in the content library are included in Note 5 to the consolidated financial statements. the title does not meet the criteria for asset recognition in the content library. 53 . Minimum commitments for titles not yet available for streaming are not yet recognized in the content library and are included in Note 5 to the consolidated financial statements. When evaluating the investments. or whether it would be more likely than not that the Company would be required to sell the investments before the recovery of their amortized cost basis. Changes in these liabilities are classified in the line item “Change in streaming content liabilities” within net cash provided by operating activities in the Consolidated Statement of Cash Flows. distributors and other suppliers. Titles do not meet the criteria for asset recognition in the content library because the underlying license agreement does not specify the number of titles or the license fee per title or the windows of availability per title. which typically ranges from six months to five years. so that the license fee is not known or reasonably determinable for a specific title. the title is recognized on the Consolidated Balance Sheets in “Current content library” for the portion available for streaming within one year and in “Non-current content library” for the remaining portion. Typical payment terms for these agreements. the Company reviews factors such as the length of time and extent to which fair value has been below cost basis. The amortization is classified in “Cost of revenues—Subscription” in the Consolidated Statements of Operations and in the line item “Amortization of streaming content library” within net cash provided by operating activities in the Consolidated Statements of Cash Flows. The license agreement may or may not be recognized in content library. The steaming content library is reported at the lower of unamortized cost or estimated net realizable value.

Table of Contents The Company acquires DVD content for the purpose of renting such content to its subscribers and earning subscription rental revenues. property and equipment and intangible assets subject to depreciation and amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. 54 . Revenue Recognition Subscription revenues are recognized ratably over each subscriber’s monthly subscription period. as such. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. and. The Company amortizes its direct purchase DVDs. If the carrying amount of an asset group exceeds its estimated future cash flows. representing a minimum contractual obligation under the agreement. the Company classifies its DVD library in “Non-current content library” on the Consolidated Balance Sheets. Leased buildings are capitalized and included in property and equipment when the Company was involved in the construction funding and did not meet the “sale-leaseback” criteria. Other companies in the in-home entertainment video industry classify these cash flows as operating activities. All of the Company’s long-lived tangible assets are held in the United States. The amortization of the DVD content library is classified in “Cost of revenueSubscription” in the Consolidated Statements of Operations and in the line item “Amortization of DVD content library” within net cash provided by operating activities in the Consolidated Statements of Cash Flows. on a “sum-of-the-months” accelerated basis over their estimated useful lives. Deferred revenue consists of subscriptions revenues billed to subscribers that have not been recognized and gift subscriptions that have not been redeemed. net of changes in related liabilities. an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group. Impairment of Long-Lived Assets Long-lived assets such as DVD content library. Accordingly. The low initial payment is in exchange for a commitment to share a percentage of its subscription revenues or to pay a fee. less estimated salvage value. Depreciation is calculated using the straight-line method over the shorter of the estimated useful lives of the respective assets. for a defined period of time. the Company considers its direct purchase DVD library to be a productive asset. is classified in the line item “Acquisition of DVD content library” within cash used in investing activities in the Consolidated Statements of Cash Flows because the DVD content library is considered a productive asset. respectively. The terms of some revenue sharing agreements obligate the Company to make a low initial payment for certain titles. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. Revenue sharing obligations incurred based on utilization are classified in “Cost of revenuesSubscription” in the Consolidated Statements of Operations and in the line item “Net income” within net cash provided by operating activities in the Consolidated Statements of Cash flows. The acquisition of DVD content library. generally up to 30 years. There were no events or changes in circumstances that would indicate that the carrying amount of an asset group may not be recoverable in any of the years presented. The initial payment may be in the form of an upfront non-refundable payment which is classified in content library or in the form of a prepayment of future revenue sharing obligations which is classified as prepaid content. Revenues are presented net of the taxes that are collected from customers and remitted to governmental authorities. The useful life of the new release DVDs and back-catalog DVDs is estimated to be one year and three years. if applicable. or the lease term for leasehold improvements. The Company also obtains DVD content through revenue sharing agreements with studios and distributors. based on utilization.

which are expensed the first time the advertising is run. dollar functional currency subsidiaries into U. Advertising costs are expensed as incurred except for advertising production costs. when dilutive. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Advertising expenses include promotional activities such as television and online advertising. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Revenue and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. respectively. There was no significant valuation allowance as of December 31. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. potential common shares outstanding during the period. if necessary.S.0 million in 2011. The Company did not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. 2010 and 2009. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities. Advertising expense totaled approximately $299. $212. dollars using exchange rates in effect at the end of each period. Foreign Currency The Company translates the assets and liabilities of its non-U.4 million and $175. as well as allocated costs of revenues relating to free trial periods. by a valuation allowance for any tax benefits for which future realization is uncertain. Gains and losses from these translations are recognized in cumulative translation adjustment included in accumulated other comprehensive income in shareholders’ equity. the Company remeasures monetary assets and liabilities at exchange rates in effect at the end of each period. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.S. Income Taxes The Company records a tax provision for the anticipated tax consequences of the reported results of operations using the asset and liability method. Gains and losses from these remeasurements are recognized in interest and other income. Potential common shares consist of shares issuable upon the assumed conversion of the Company’s 55 . For transactions that are not denominated in the functional currency.Table of Contents Marketing Marketing expenses consist primarily of advertising expenses and also include payments made to the Company’s affiliates and consumer electronics partners and payroll related expenses. The measurement of deferred tax assets is reduced. 2011 or 2010.1 million. based on the technical merits of the position. See Note 8 to the consolidated financial statements for further information regarding income taxes. Diluted net income per share is computed using the weighted-average number of outstanding shares of common stock and. Net Income Per Share Basic net income per share is computed using the weighted-average number of outstanding shares of common stock during the period.

Direct costs incurred to acquire the shares are included in the total cost of the shares.529 3. incremental shares issuable upon the assumed exercise of stock options.775 54.28 $160.96 $115.304 $ 2. The computation of net income per share is as follows: Year ended December 31. and for 2010 and 2009.143 52.369 $ 4.16 $160. 2011 2010 2009 (in thousands.856 58.853 52.126 52.416 $ 1.560 — 1. shares that were purchasable pursuant to the Company’s employee stock purchase plan (“ESPP”). As a result of immediate vesting. and no estimate is required for post-vesting option forfeitures. The following table summarizes the potential common shares excluded from the diluted calculation: 2011 Year ended December 31.560 2.853 — 160.847 4. except per share data) Basic earnings per share: Net income Shares used in computation: Weighted-average common shares outstanding Basic earnings per share Diluted earnings per share: Net income Convertible Notes interest expense. The Company has elected to grant all options as fully vested nonqualified stock options.860 — 115. Stock Repurchases To facilitate a stock repurchase program.853 52.860 56. 2010 2009 (in thousands) Employee stock options Stock-Based Compensation 225 14 64 The Company grants stock options to its employees on a monthly basis.305 54.847 217 1. 56 . See Note 7 to the consolidated financial statements for further information regarding stock-based compensation. The Company’s ESPP was suspended in 2011 and there were no offerings in 2011. If additional paid in capital has been exhausted.Table of Contents Convertible Notes. shares are repurchased by the Company in the open market and are accounted for when the transaction is settled. Shares held for future issuance are classified as Treasury stock.529 — 1. the excess over par value is deducted from Retained earnings.06 $115.98 Employee stock options with exercise prices greater than the average market price of the common stock were excluded from the diluted calculation as their inclusion would have been anti-dilutive.126 17 226.860 56. Shares formally or constructively retired are deducted from common stock for par value and from additional paid in capital for the excess over par value.05 $ $ $ $226. net of tax Numerator for diluted earnings per share Shares used in computation: Weighted-average common shares outstanding Convertible Notes shares Employee stock options and employee stock purchase plan shares Weighted-average number of shares Diluted earnings per share $226. stock-based compensation expense is fully recognized on the grant date.

003 $802.745 42. The Company does not buy and hold securities principally for the purpose of selling them in the near future.043 331 168 $ 1. The Company’s policy is focused on the preservation of capital.608 112. by major security type. 2011 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses (in thousands) Estimated Fair Value Cash Level 1 securities (1): Money market funds Level 2 securities (3): Corporate debt securities Government and agency securities Asset and mortgage-backed securities Less: Restricted cash (1) Total cash.218 $ — — $ — — (214) (56) — (270) $388.387 1. liquidity and return.914 109.062 2.948 (4.6 million of long-term restricted cash that is included in other non-current assets related to workers compensation deposits.0 million of restricted cash that is included in other non-current assets and other current assets. 2010 Gross Gross Unrealized Unrealized Amortized Cost Gains Losses (in thousands) Estimated Fair Value Cash Level 1 securities (2): Money market funds Level 2 securities (3): Corporate debt securities Government and agency securities Asset and mortgage-backed securities Less: Long-term restricted cash (2) Total cash.464 941 $801.542 $ Includes $119.Table of Contents 2.496) $797. From time to time.307 (4.1 million that is included in cash and cash equivalents and $3.748 $ — — $ — — (101) (101) (140) (342) $194.146 4. cash equivalents and short-term investments (1) (2) (3) $194.292 2. Includes $0. Short-term Investments The Company’s investment policy is consistent with the definition of available-for-sale securities.687 42.359 $ December 31.941 123. 57 . The following table summarizes.4 million that is included in cash and cash equivalents and $4.264 175.146 4.811 603 694 62 $ 1. related to workers compensation deposits.941 123. the Company’s assets that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. Included in short-term investments. cash equivalents and short-term investments $388. the Company may sell certain securities but the objectives are generally not to generate profits on shortterm differences in price.881 $353.909 354. December 31.608 112.561) $350.653 176.102 1. respectively.5 million and $1.914 110.

552. or other inputs that are observable. net Non-current content library. such as quoted prices for similar assets at the measurement date.000. See Note 4 to the consolidated financial statements for further information regarding the fair value of the Company’s senior convertible notes and senior notes. 2010 and 2009 were $0.029 (707. the Company does not consider those investments with an unrealized loss to be other-than-temporarily impaired at December 31. quoted prices in markets that are not active.920.709 $1. such as comparing prices obtained from multiple independent sources. either directly or indirectly. There were no material other-than-temporary impairments or credit losses related to available-for-sale securities in 2011.382 180. The Company’s procedures include controls to ensure that appropriate fair values are recorded. 2011. These values were obtained from an independent pricing service and were evaluated using pricing models that vary by asset class and may incorporate available trade.934 $ 441.050) 361.069. net $2.373 — 1. 2011 is as follows: (in thousands) Due within one year Due after one year and through 5 years Due after 5 years and through 10 years Due after 10 years Total short-term investments 3.284 (632. 2011.151.227) 298.014 919.006 $ 117.643 919.709 $ 1.184.006 $ 180. gross Accumulated amortization Total content library.796) 1.392 (563.637 (143.629 58 $ 3. The estimated fair value of short-term investments by contractual maturity as of December 31.270) 1.526) 46. The fair value of available-for-sale securities included in the Level 2 category is based on observable inputs.973 .629 — $ 46.0 million and $1. There were no material gross realized losses from the sale of available-for-sale investments for the years ended December 31.7 million.404 $ 627.979 181.439 (1. The hierarchy level assigned to each security in the Company’s available-for-sale portfolio and cash equivalents is based on its assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date. 2010 or 2009. Realized gains and losses and interest income are included in interest and other income.046.966. bid and other market information and price quotes from well-established independent pricing vendors and broker-dealers.569 — $ 63. net Current content library.569 $1. The gross realized gains on the sales of available-for-sale securities for the three years ended December 31.Table of Contents Fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability.758 Content Library 2010 DVD Total Total content library. Streaming 2011 DVD Total Streaming (in thousands) $ 108. 2010 and 2009.410 181. 2011.155 (552. respectively. Balance Sheet Components Content library consisted of the following: As of December 31.003 $ 289. The fair value of available-for-sale securities and cash equivalents included in the Level 1 category is based on quoted prices that are readily and regularly available in an active market.305 $ 599. Because the Company does not intend to sell the investments that are in an unrealized loss position and it is not likely that the Company will be required to sell any investments before recovery of their amortized cost basis.823) 63. $1.9 million.

695 48.774 9.000 2.125 6.45 billion.693 $14. 2010. 2011 2010 (in thousands) Computer equipment Operations and other equipment Software.961 11.854 — 31.Table of Contents Content Liabilities Content liabilities consisted of the following: As of December 31.149 (136.854 $168. 2011 2010 (in thousands) Accrued state sales and use tax Accrued payroll and employee benefits Accrued interest on debt Accrued content related costs Accrued legal settlement Current portion of lease financing obligations Other Accrued expenses 59 $14. As of December 31.356 17. which could range from six months to five years.334 $136.306 35.020 $ $ 31.179 $216.681 36.420 $ $ 18. gross Less: Accumulated depreciation Property and equipment.125 10.60 billion.914 — 18.090 100.289 72. Property and Equipment.882 265.706 739.645.368 26. Net Property and equipment and accumulated depreciation consisted of the following: As of December 31.950 — 2.179 $185.841 48.664.628 $1.792 739. including internal-use software Furniture and fixtures Building Leasehold improvements Capital work-in-progress Property and equipment.557 17. content accounts payable and non-current content liabilities increased $1.530 16. 2011. of $1.685) $ 136.353 $ 60.911 $38. as compared to an increase in total content library.520 2.572 .438 40.038 (169.155 $63. Streaming 2011 DVD and other Total Streaming (in thousands) 2010 DVD and other Total Content accounts payable Non-current content liabilities Total content liabilities $ 905.319 7. over December 31.983 8.628 $1.083 3. net.579) $ 128. net Accrued Expenses Accrued expenses consisted of the following: 3 years 5 years 3 years 3 years 30 years Over life of lease $ 67. The payment terms for these license fees may extend over the term of the license agreement.570 As of December 31.874 The Company typically enters into multi-year licenses with studios and other distributors that may result in an increase in content library and a corresponding increase in content accounts payable and non-current content liabilities.914 $ 924.763 2.473 822 306.681 44.310 40.

50% Notes at a redemption price of 108. per $1.50% senior notes due November 15. and are structurally subordinated to all liabilities of the Company’s subsidiaries. Additionally. limitations on the Company’s ability to pay cash dividends or to repurchase shares of its common stock. The Convertible Notes are the Company’s general. L. The net proceeds to the Company were approximately $197. par value $0.. the Company may redeem the 8. L. to the extent of the assets securing such debt. including that the daily volume weighted average price of the Company’s common stock is equal or greater than $111.P. This is equivalent to an initial conversion price of approximately $85.1 million were recorded in “Other non-current assets” on the Consolidated Balance Sheets and are amortized over the term of the notes as interest expense.Table of Contents 4.3 million were unpaid at December 31. The net proceeds to the Company were approximately $193.54 for at least 50 trading days during a 65 trading day period prior to the conversion date. commencing on May 15.. at a purchase price in cash equal to 101% of the principal plus accrued interest. The 8. At any time following May 28. at a purchase price in cash equal to 120% of the principal amount.2 million (of which $0. the Company was in compliance with these covenants. The Company determined that the embedded conversion option in the Convertible Notes does not require separate accounting treatment as a derivative instrument because it is both indexed to the Company’s own stock and would be classified in stockholder’s equity if freestanding.P. 2010. At December 31. subject to specified exceptions. the Company may redeem the 8.50% Notes are repayable in whole or in part upon the occurrence of a change of control.8 million. at the option of the holders.0 million aggregate principal amount of 8.25% to 100% of the principal plus accrued interest. the Company issued $200. The Convertible Notes are repayable in whole or in part upon the occurrence of a change of control. the Company may redeem up to 35% of the 8.80 per share of common stock. in the event of a qualified equity offering. the issuance of the notes is considered a related party transaction. the Company issued $200. except in specified circumstances. and as such.P. 2013.50% per annum on May 15 and November 15 of each year.50% of the principal plus accrued interest. among other terms and conditions. 2011) were recorded in “Other non-current assets” on the Consolidated Balance Sheet and are amortized over the term of the notes as interest expense. Long-term Debt Senior Convertible Notes In November 2011.9 million. A general partner of these funds also serves on the Company’s board of directors..50% Notes in whole or in part at specified prices ranging from 104. 2012. the Company may elect to cause the conversion of the Convertible Notes into shares of the Company’s common stock when specified conditions are satisfied..0 million aggregate principal amount of zero coupon senior convertible notes due on December 1. 2017 (the “8.50% Notes prior to November 15. On or after November 15. 2018 (the “Convertible Notes”) in a private placement offering to TCV VII. unsecured obligations and are effectively subordinated to all of the Company’s existing and future secured debt. The initial conversion rate for the Convertible Notes is 11. The Convertible Notes do not bear interest. Holders may surrender their notes for conversion at any time prior to the close of business day immediately preceding the maturity date of the notes. Debt issuance costs of $6.5 million as of December 31. The notes were issued at par and are senior unsecured obligations of the Company. TCV VII(A). the Convertible Notes do not require or permit any portion of the obligation to be settled in cash and accordingly the liability and equity (conversion option) components are not required to be accounted for separately. Additionally. The Convertible Notes include. 2013 in whole or in part at a redemption price of 100% of the principal plus accrued interest. 2011. at the option of the holders. 60 . the fair value of the Convertible Notes was approximately $206. and TCV Member Fund. 2011.000 principal amount of notes. including trade payables. Based on quoted market prices of the Company’s publicly traded debt.001 per share. plus a “make-whole” premium. L. 2012. Prior to November 15.6553 shares of the Company’s common stock. Debt issuance costs of $2. Interest is payable semi-annually at a rate of 8.50% Notes”). Senior Notes In November 2009.

the Company is the “deemed owner” (for accounting purposes only) of these buildings.3 million and $31.0 million under the credit agreement. the fair value of the 8.Table of Contents The 8. create. merge or consolidate with or into another person or entity (other than specified types of permitted acquisitions). thus increasing the future minimum payments under lease financing obligations by approximately $14 million. limitations on the Company’s ability to create. In the first quarter of 2010. insurance and maintenance costs.” respectively. which is generally when the Company enters the space and begins to make improvements in preparation of intended use.0 million.50% Notes include. At December 31. California headquarters site.0 million as of December 31. the Company was in compliance with these covenants. make investments (other than specified types of investments).8 million were recorded in “Accrued expenses” and “Other non-current liabilities. The Company has the option to extend or renew most of its leases which may increase the future minimum lease commitments. the Company repaid all outstanding amounts under and terminated the credit agreement. 2009. at the Company’s option. In connection with the issuance of the 8. or purchase or redeem the Company’s equity interests (each subject to specified exceptions). the Company uses the date of initial possession to begin amortization. incur. Therefore the leases are accounted for as financing obligations. Commitments and Contingencies Lease obligations The Company leases facilities under non-cancelable operating leases with various expiration dates through 2018. In October 2009. of which $2. Because the terms of the Company’s original facilities lease agreements required the Company’s involvement in the construction funding of the buildings at its Los Gatos. Upon completion of construction of each building. 2011 and 2010.75% to 3.1 million. The leases continue to be accounted for as financing obligations and no gain or loss was recorded as a result of the lease financing modification. Accordingly. the Company extended the facility leases for the Los Gatos buildings for an additional five year term after the remaining term of the original lease. incur or allow any lien on any of its property or assign any right to receive income (except for specified permitted liens). Further.7 million. For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy. the Company records minimum rental expenses on a straight-line basis over the terms of the leases in the Consolidated Statements of Operations. 2011 and 2010.25%. Credit Agreement In September 2009.50% Notes. net of issuance costs. assume or be liable for indebtedness (other than specified types of permitted indebtedness). The facilities generally require the Company to pay property taxes. to the Company were approximately $19.25%. At December 31. at either a base rate determined in accordance with the credit agreement. 2011.5 million and $225. Loans under the credit agreement bore interest. among other terms and conditions. The proceeds. respectively.50% Notes was approximately $206. For purposes of recognizing minimum rental expenses on a straight-line basis over the terms of the leases. the Company entered into a credit agreement which provided for a $100 million three-year revolving line of credit. on the 61 . the Company borrowed $20. the lease financing obligation balance was $34.75% to 2. the Company did not meet the sale-leaseback criteria for de-recognition of the building assets and liabilities. acquire. Based on quoted market prices. plus a spread of 1. with corresponding liabilities. or an adjusted LIBOR rate plus a spread of 2. dispose of assets outside the ordinary course (subject to specified exceptions). 5. or pay dividends. representing the total costs of the buildings and improvements. the Company recorded an asset of $40. several lease agreements contain rent escalation clauses or rent holidays. including the costs paid by the lessor (the legal owner of the buildings). Issuance costs related to the line of credit were included in interest expense in the year ended December 31. make distributions.

907. For those agreements with variable terms.580 5.008 8. The lease financing obligation balance at the end of the extended lease term will be approximately $25. However such amounts are expected to be significant and the expected timing of payments could range from less than one year to more than five years. Future minimum payments under lease financing obligations and non-cancelable operating leases as of December 31.91 billion and $1.373 650. respectively. As of the reporting date.649 2. 2011 are as follows: Future Minimum Payments (in thousands) Year Ending December 31. For those agreements that include renewal provisions that are solely at the option of the content provider. 2010 and 2009.Table of Contents Consolidated Balance Sheet. such amounts are not reflected in the commitments described above. The license agreements do not meet content library asset recognition criteria because either the fee is not known or reasonably determinable for a specific title or it is known but the title is not yet available for streaming to subscribers. 2012 2013 2014 2015 2016 Thereafter Total minimum payments $ $ 21.5 million for the years ended December 31.3 million. 2011 for these commitments is as follows: (in thousands) Less than one year Due after one year and through 3 years Due after 3 years and through 5 years Due after 5 years Total streaming content obligations $ 797.696 $ 3.198 The Company has entered into certain license agreements that include an unspecified or a maximum number of titles that the Company may or may not receive in the future and /or that include pricing contingent upon certain variables. including agreements to acquire and license streaming content that represent long-term liabilities or that are not reflected on the Consolidated Balance Sheets because they do not meet content library asset recognition criteria. the Company includes the commitments associated with the renewal period to the extent such commitments are fixed or a minimum amount is specified.773 18. such as theatrical exhibition receipts for the title.192 Rent expense associated with the operating leases was $16.12 billion of obligations at December 31.480 74.384. The remaining future minimum payments under the lease financing obligation are $19.195 11. Streaming Content The Company had $3. 2010. The expected timing of payments as of December 31.8 million which approximates the net book value of the buildings to be relinquished to the lessor. respectively. it is unknown whether the Company will receive access to these titles or what the ultimate price per title will be. the Company does not estimate what the total obligation may be beyond any minimum quantities and/or pricing as of the reporting date.9 million. 62 .9 million and $14. $14. 2011.326 79. Accordingly. 2011 and December 31.310 14.

the court granted the Company’s motion for summary judgment. if material. On December 22. The complaint alleges. in the case of the California State cases. among other claims. liquidity or results of operations. On November 23. and were unjustly enriched as a result of causing the Company to buy back stock at artificially inflated prices to the detriment of the Company and its shareholders. These cases have been consolidated in the Northern District of California and have been assigned the multidistrict litigation number MDL-2029. A number of other cases had been filed in Federal and State courts by current or former subscribers to the online DVD rental service offered by Blockbuster Inc. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. in the normal course of its operations. costs and fees and other equitable relief. alleging virtually identical claims. which resulted in higher Netflix subscription prices. Management has determined a potential loss is reasonably possible however. These cases have been related to MDL 2029 or. 2011. wasted valuable corporate assets. An unfavorable outcome to any legal matter. 2011. The results of any negotiation or litigation may be materially different from management’s estimates. including claims relating to employee relations. and Walmart. 2012. that the Company’s officers and members of its Board of Directors breached their fiduciary duties. Litigation can be expensive and disruptive to normal business operations. Additionally. Litigation From time to time. Inc. management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable. In January through April of 2009. who are current or former Netflix customers.Table of Contents In addition to the streaming content obligations above. the Company is a party to litigation matters and claims. based on its current 63 . a purported shareholder class action suit was filed in the United States District Court for the Northern District of California against the Company and certain of its officers and directors.com USA LLC (collectively. a purported shareholder derivative suit was filed in the United States District Court for the Northern District of California against the Company and certain of its officers and directors. The complaint alleges that the Company issued materially false and misleading statements regarding the Company’s business practices and its contracts with content providers. The plaintiffs. which lead to artificially inflated stock prices. The complaint(s) sought unspecified compensatory and enhanced damages. Wal-Mart) were also named as defendants in these suits. generally alleged that Netflix and Wal-Mart entered into an agreement to divide the markets for sales and online rentals of DVDs in the United States. A second suit was filed on January 27. business practices and patent infringement. however. and have been consolidated in Santa Clara County. the Company could become involved in similar litigation. a number of purported anti-trust class action suits were filed against the Company in various United States Federal Courts. the Company accrues for estimated royalties that are due to PROs and adjusts these accruals based on any changes in estimates. and is currently involved in negotiations with other PROs. For the latter. Management has determined a potential loss is reasonably possible however. coordinated with the cases in Santa Clara County. alleging injury arising from similar facts. The complaint seeks unspecified compensatory damages and other relief. Wal-Mart Stores. pending litigation between certain PROs and other third parties could impact the Company’s negotiations. management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable. Moreover. the Company has licenses with certain performing rights organizations (“PRO”). The Company expenses legal fees as incurred. On January 27. based on its current knowledge. The complaint alleges violation of the federal securities laws and seeks unspecified compensatory damages and other relief. 2012.. based on its current knowledge. A number of substantially similar suits were filed in California State Courts. the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. While the Company anticipates finalizing these negotiations. could have an adverse effect on the Company’s operations or its financial position. If the Company is unable to reach mutually acceptable terms with the PROs. Management has determined a potential loss is reasonably possible. that hold certain rights to music used in connection with streaming content. the outcome of these negotiations is uncertain. On November 22. interest. 2011. plaintiff appealed the summary judgment ruling.

6. losses arising out of the Company’s breach of such agreements and out of intellectual property infringement claims made by third parties. In these circumstances. payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. among other things. The Company’s view of the matters not listed may change in the future as the litigation and events related thereto unfold. the Company may have recourse against third-parties for certain payments. Guarantees—Indemnification Obligations In the ordinary course of business. the Company has entered into contractual arrangements under which it has agreed to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters. the Company has entered into indemnification agreements with its directors and certain of its officers that will require it. 64 . and in some instances. The Company is involved in other litigation matters not listed above but does not consider the matters to be material either individually or in the aggregate at this time. In addition. but not limited to. The terms of such obligations vary. management does not believe that the amount of such possible loss or a range of potential loss is reasonably estimable. to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers.Table of Contents knowledge. The Company’s obligations under these agreements may be limited in terms of time or amount. including.

2011.78 2.Table of Contents It is not possible to make a reasonable estimate of the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement.23 – $126.11 – 248. corporate and regulatory requirements.259 $ 80. 2011. announced on June 11.000. There were no unsettled share repurchases at December 31.9 million shares of common stock upon the closing of a public offering for $200 million net of issuance costs of $0. During the year ended December 31.01 7.001 per share. Voting Rights The holders of each share of common stock shall be entitled to one vote per share on all matters to be voted upon by the Company’s stockholders. except per share data) 2009 Total number of shares repurchased Dollar amount of shares repurchased Average price paid per share Range of price paid per share 900 $ 199. 65 . the Company is authorized to repurchase up to $300 million of its common stock through the end of 2012. 7. Shares repurchased by the Company are accounted for when the transaction is settled. 2011. Stockholders’ Equity On November 28. Direct costs incurred to acquire the shares are included in the total cost of the shares.000 shares of undesignated preferred stock with par value of $0.606 210.666 $ 221. 2011 and 2010. 2010. If additional paid in capital has been exhausted. As of December 31. 2010 (in thousands. 2011. 2011.88 $ 160. alternative investment opportunities and other market conditions.0 million of this authorization is remaining.00 $ 34.335 $ 44.00 Under the current stock repurchase plan. In the fourth quarter of 2009. Preferred Stock The Company has authorized 10.5 million. The timing and actual number of shares repurchased is at management’s discretion and will depend on various factors including price. $40. Stock Repurchase Program The following table presents a summary of the Company’s stock repurchases: 2011 Year ended December 31. debt covenant requirements.67 $ 60. the majority of which were unpaid as of December 31. these constructively retired shares were deducted from common stock for par value and from additional paid in capital for the excess over par value. Shares repurchased and retired are deducted from common stock for par value and from additional paid in capital for the excess over par value. $41. the Company determined that all shares held in treasury stock would be retired.9 million was deducted from retained earnings related to share repurchases. Accordingly. the excess over par value is deducted from retained earnings. the Company issued 2. None of the preferred shares were issued and outstanding at December 31. No amount has been accrued in the accompanying financial statements with respect to these indemnification guarantees.371 324.70 – $60. until additional paid in capital was exhausted and then from retained earnings.

000 (724.110) (1.073) 2. 2011 Vested and exercisable at December 31.7 million.038. directors and consultants.700.892. restricted stock and restricted stock units to employees.994 (659.700.28 84.515 (601.133) — 4.5 million.0 million and $44. $176. 66 .59 6. 2011.370) 2.69 — 22. The 2002 Stock Plan provides for the grant of incentive stock options to employees and for the grant of non-statutory stock options and stock purchase rights to employees. 2008 Granted Exercised Canceled Expired Balances as of December 31. 2011. As of December 31.765 (1.665 (1. stock appreciation rights.241.1 million.11 66.74 99. directors and consultants.502 5.11 — 154.000 shares were reserved for future grants under the 2011 Stock Plan.724.665) — 1. As of December 31.013. 1.016 601.65 17.09 29. respectively. multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31.28 6. respectively. 2010 Authorized Granted Exercised Balances as of December 31.994) — 7. A summary of the activities related to the Company’s options is as follows: Options Outstanding WeightedShares Available for Grant Number of Shares Average Exercise Price WeightedAverage Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Balances as of December 31.438 552. which was amended and restated in May 2006.957.765) — 2. 2011.192.267 (552.591. 2010 and 2009 was $19.75 36.508 shares were reserved for future grants under the 2002 Stock Plan and the large majority will expire in the first quarter of 2012. the Company adopted the 2011 Stock Plan.59 66.902. 2011.482 84. 2009 Granted Exercised Balances as of December 31. This amount changes based on the fair market value of the Company’s common stock. In February 2002.754 18.133 (716) 2.754 2.957. 5. Cash received from option exercises for the years ended December 31. 2010 and 2009 was $128. The 2011 Stock Plan provides for the grant of incentive stock options to employees and for the grant of non-statutory stock options. 2011.Table of Contents Stock Option Plans In June 2011.58 24. 2011 3.6 million. $47.482 The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of 2011 and the exercise price.365.508 5. the Company adopted the 2002 Stock Plan.1 million and $29.313. Total intrinsic value of options exercised for the years ended December 31.11 12.130 — 724.81 41.

2004 can be exercised up to three months following termination of employment.23 – $75. the offering and purchase periods took place concurrently in consecutive six month increments.25 5.34 – $23.721 shares available for future issuance under the 2002 Employee Stock Purchase Plan.04 98. Stock-Based Compensation Vested stock options granted before June 30.334 shares of common stock during any six-month purchase period.28 0% 46% – 56% 2.455 146.99 310. During the years ended December 31. Under the ESPP.542 311.754 2. The purchase price of the common stock acquired by the employees participating in the ESPP is 85% of the closing price on either the first day of the offering period or the last day of the purchase period.62 5.08 14. the Company adopted the 2002 Employee Stock Purchase Plan (“ESPP”) under which employees purchased common stock of the Company through accumulated payroll deductions. respectively.14 $ 19.36 – $53. Vested stock options granted after June 30. 2010 2009 Dividend yield Expected volatility Risk-free interest rate Suboptimal exercise factor 0% 51% – 65% 2.259 300.42% 2.64 67 0% 46% – 54% 2. Employees could invest up to 15% of their gross compensation through payroll deductions. 2011: Options Outstanding and Exercisable WeightedAverage Remaining Contractual Life Exercise Price Number of Options (Years) WeightedAverage Exercise Price $ 1. 2010 and 2009 was $2.48 $ 11.78 – $27. Cash received from purchases under the ESPP for the years ended December 31. 2010 and 2009.00 $ 80.07 9.785.41 and $25.7 million and $5.112 and 224.8 million.80 $ 58.40 6.01 .91 42.25 $134.55 $ 28.98 Employee Stock Purchase Plan In February 2002. 2011.48 $ 23. 2004 and before January 1.57 – $18.75 $ 35.50 – $11.22 3.67% 1. Therefore. employees purchased approximately 46. the look-back for determining the purchase price was six months.43 $ 8.65 per share.91 – $237.65% – 3.849 298.110 314.13 – $34.60% – 3.609 359.09 9.03 196. respectively.994 2.372 308.73 – 2. The following table summarizes the assumptions used to value option grants using the lattice-binomial model: 2011 Year Ended December 31.78 – 3.29 9.55 9.19 259.998 304.17 – 3.10 4. In no event was an employee permitted to purchase more than 8.52 26. whichever was lower. As of December 31.65 21. there were 2.35 67.09 – $113.19 $242.05% – 3.32 30.09 – $267.957.Table of Contents The following table summarizes information on outstanding and exercisable options as of December 31. 2007 can be exercised up to one year following termination of employment.62% 1. The Company’s ESPP was suspended in 2011 and there were no offerings in 2011. Vested stock options granted after January 2007 will remain exercisable for the full ten year contractual term regardless of employment status.799 shares at average prices of $58.566 302.

S. The Company believes that implied volatility of publicly traded options in its common stock is expected to be more reflective of market conditions and.31 and $17.5 0% 42% – 55% 0. In valuing shares issued under the Company’s employee stock option plans.16% –0. the terms and vesting periods of the options granted. 68 .09 4 1.94.17 – 2. The Company includes historical volatility in its computation due to low trade volume of its tradable forward call options in certain periods. Treasury zero-coupon issues with terms similar to the expected term of the shares. Treasury zero-coupon issues with terms similar to the contractual term of the options.53 per share. therefore.S. respectively. using the Black-Scholes option pricing model: Year Ended December 31.26 5 2. respectively.28 6 1. including the historical option exercise behavior.35% 0. In valuing shares issued under the Company’s ESPP.5 The Company estimates expected volatility based on a blend of historical volatility of the Company’s common stock and implied volatility of tradable forward call options to purchase shares of its common stock. The weighted-average fair value of shares granted under the ESPP during 2010 and 2009 was $21.27 and $10.64 8 2.76 3 The following table summarizes the assumptions used to value shares under the ESPP in 2010 and 2009. The weightedaverage fair value of employee stock options granted during 2011. The following table outlines the suboptimal exercise factor used and the resulting calculated expected term of the option grants: Year Ended December 31.78 – 2.15 – 3. can reasonably be expected to be a better indicator of expected volatility than historical volatility of its common stock. 2010 2009 Dividend yield Expected volatility Risk-free interest rate Expected life (in years) 0% 45% 0. there by precluding sole reliance on implied volatility. $49.79 per share.24% 0. The Company does not use a post-vesting termination rate as options are fully vested upon grant date.01 4 1.87 – 2. 2011 2010 2009 Executives: Suboptimal exercise factor Expected term of the option grants (in years) Non-Executives: Suboptimal exercise factor Expected term of the option grants (in years) 3. 2010 and 2009 was $84.73 – 1.Table of Contents The Company bifurcates its option grants into two employee groupings (executive and non-executive) based on exercise behavior and considers several factors in determining the estimate of expected term for each group. the Company bases the risk-free interest rate on U. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model.39 – 3. the Company bases the risk-free interest rate on U.

043 10.Table of Contents The following table summarizes stock-based compensation expense. Income Taxes The components of provision for income taxes for all periods presented were as follows: $ 1.017) $ 7.406 28. 2010 and 2009.996 (11.2 million and $12.615) 653 (962) $106.993 (14.582 (22.207) 1. respectively.803 — 107.5 million.835 $ 380 1.S. are recorded directly to additional paid-in-capital. $62.004 6.349 (3.396 $ 86.805 (1. 2010 (in thousands) 2009 Fulfillment expenses Marketing Technology and development General and administrative Stock-based compensation expense before income taxes Income tax benefit Total stock-based compensation after income taxes 8.053 61.350 (1.616) 331 $76.500 6.597) $133.332 Income tax benefits attributable to the exercise of employee stock options at $45.619 27.145 3.735 $ 1.618 (5.589) (18. A reconciliation of the provision for income taxes. 2010 (in thousands) 2009 Expected tax expense at U.267 10. 2010 (in thousands) 2009 Current tax provision: Federal State Foreign Total current Deferred tax provision: Federal State Total deferred Provision for income taxes $123.453 5.847) $ 38.007 $106.189 13.008) (4.107 28.328 $76.104 14.332 .786 4.4 million in 2011.568 (240) 6.657 (70) 151.042 (8.396 $ 93. net of Federal income tax effect R&D tax credit Other Provision for income taxes 69 $125.833 15.999 12.002 21.900 — 70. federal statutory rate of 35% State income taxes. related to stock option plans and employee stock purchases which were allocated as follows: 2011 Year Ended December 31.843 $67.601 2011 Year Ended December 31.922 25.694 15. with the amount computed by applying the statutory federal income tax rate to income before income taxes is as follows: 2011 Year Ended December 31.365) 886 $133.843 $55. net of tax.161) $ 16.

970) 19.3 million and $17. forecasted earnings.335 844 $ 38.8 million as a discrete item in the fourth quarter of 2010.S. The Company files U.337 6. including its past operating results and the forecast of future market growth.739 (3. would favorably impact the Company’s effective tax rate.5 million classified as “Other non-current assets” in the Consolidated Balance Sheets as of December 31.4 million. One of the major components of this legislation is the reinstatement of the Federal R&D credit retroactively to January 1. federal and state tax returns. 2011. and prudent and feasible tax planning strategies.351 461 $19. 2011 $13. the total amount of gross unrecognized tax benefits was $28. future taxable income. As of December 31. the Company considered all available positive and negative evidence. 2010 Decreases related to tax positions taken during prior periods Increases related to tax positions taken during the current period Decreases related to expiration of statute of limitations Balance as of December 31. 2011 and 2010. 2010.5 million in the three months ended September 30. it was considered more likely than not that substantially all deferred tax assets would be realized. 2011 and 2010. The statute of limitations for years 1997 through 2007 expired in September 2011 which resulted in a discrete benefit of approximately $3. of which $22. and no significant valuation allowance was recorded.690 Deferred tax assets include $10. 2011. As of December 31. 2011.4 million. As a result. if recognized.0 million and $2. which is classified as “Other non-current liabilities” in the Consolidated Balance Sheet. As of December 31. and the year 2010 remains subject to examination by the IRS.2 million classified as “Other current assets” and $28.Table of Contents The tax effects of temporary differences and tax carryforwards that give rise to significant portions of the deferred tax assets are presented below: As of December 31.084 4. and Job Creation Act of 2010 were signed into law.244 1. 2009 Increases related to tax positions taken during prior periods Increases related to tax positions taken during the current period Balance as of December 31.237) $28. In evaluating its ability to realize the net deferred tax assets.193 (17. the Company recorded a Federal R&D credit of approximately $1.764 (5. The Company is currently under examination by the IRS for the years 2008 and 2009. the Tax Relief.133 The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes.283 $20. 2011 2010 (in thousands) Deferred tax assets/(liabilities): Accruals and reserves Depreciation Stock-based compensation R&D credits Other Deferred tax assets $ 9.1 million. The Company is currently under 70 . The aggregate changes in the Company’s total gross amount of unrecognized tax benefits are summarized as follows (in thousands): Balance as of December 31. respectively.677 (46) 10. Unemployment Insurance Reauthorization. the total amount of gross interest and penalties accrued was $2.328 $ 1. The Company classifies unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as “Other non-current liabilities” in the Consolidated Balance Sheets.381) 39. In December 2010.150 6.

the Company does not identify or allocate its assets by reportable segment and all of the Company’s long-lived tangible assets are held in the United States. but not more than the statutory limits set by the Internal Revenue Service. respectively. Subscribers in the United States were able to receive both streaming content and DVDs under a single hybrid plan. In addition.0 million. it is impracticable to allocate revenues or marketing expenses or present discrete segment information for the Domestic streaming and Domestic DVD segments for periods prior to the fourth quarter of 2011. the Company’s domestic streaming content and DVD-by-mail operations were combined. the Company had a single segment as international operations had not yet commenced. $2. Between the fourth quarter of 2010 and the third quarter of 2011. Eligible employees may contribute up to 60% of their annual salary through payroll deductions. the Company has three operating segments: Domestic streaming. 9. However. International streaming and Domestic DVD. Given the potential outcome of the current examinations as well as the impact of the current examinations on the potential expiration of the statute of limitations. revenues were generated and marketing expenses were incurred in connection with the subscription offerings as a whole. During this time. an estimate of the range of reasonably possible adjustments to the balance of unrecognized tax benefits cannot be made. remain subject to examination by the state of California. the Company made certain changes to its domestic pricing and plan structure which require subscribers who wish to receive both DVDs-by-mail and streaming content to have two separate subscription plans. The Company matches employee contributions at the discretion of the Board of Directors. Segment information is presented along the same lines that the Company’s chief operating decision maker reviews the operating results in assessing performance and allocating resources.3 million. the Company had two operating segments: Domestic and International. at this time. During 2011. the Company’s matching contributions totaled $4. 10. Segment Information Effective in the fourth quarter of 2011. Therefore.Table of Contents examination by the state of California for the years 2006 and 2007. it is reasonably possible that the balance of unrecognized tax benefits could significantly change within the next twelve months. as well as 2008 through 2010. The Domestic and International streaming segments derive revenue from monthly subscription services consisting solely of streaming content. Following this change. the Company was able to generate discrete financial information for its Domestic DVD and Domestic streaming operations and began reporting this information to the chief operating decision maker for review. 2010 and 2009. The Company’s chief operating decision maker reviews revenue and contribution profit for each of the reportable segments. In the third quarter of 2011. There are no internal revenue transactions between the Company’s reporting segments. 71 . Contribution profit is defined as revenues less cost of revenues and marketing expenses. Prior to the fourth quarter of 2010. beginning in the fourth quarter of 2011. The years 1997 through 2005. Employee Benefit Plan The Company maintains a 401(k) savings plan covering substantially all of its employees. The Domestic DVD segment derives revenue from monthly subscription services consisting solely of DVD-by-mail.8 million and $2. Accordingly.

577 2.635.008 1.165 $370.194 511.110 1.204.459 $ 523.970 376.132 124.575 689.038 385.727 2.Table of Contents The following table represents segment information for the fourth quarter of 2011: As of/Three Months ended December 31.735 $ (12.253 176.396 $ 226.616 $ 35.037) 21.843 $ 160.743) $ 11.858 82.850 185. 2011 Domestic International Consolidated (in thousands) Total unique subscribers at end of period Revenues Cost of revenues and marketing expense Contribution profit (loss) Other operating expenses Operating income Other income (expense) Provision for income taxes Net income 24.988 88.260 61.219 The following tables represent the Company’s segment information for the years ended December 31.651.126 As of/Year ended December 31.731 $ (59.625 1.617 15.443 186.501 $2.431 227.256. 2011 and 2010 based on the Company’s segment reporting prior to the fourth quarter of 2011: As of/Year ended December 31.546) 133.068 (16.539 762.671 $476.765 — $ 875.945) 106.334 424.118) $ 20.149) $ 26. 2011 International Domestic Streaming DVD (in thousands) Domestic Streaming Consolidated Total subscriptions at end of period Revenues Cost of revenues and marketing expense Contribution profit (loss) Other operating expenses Operating income Other income (expense) Provision for income taxes Net income 21.187 1.442.872 (5.010 $2.488 $193.159.853 . 2010 Domestic International Consolidated (in thousands) Total unique subscribers at end of period Revenues Cost of revenues and marketing expense Contribution profit (loss) Other operating expenses Operating income Other income (expense) Provision for income taxes Net income 72 19.121.224 $ 52.641 (15.790 283.858 28.540 $ 865.162.999 $ (103.253 $3.549 509 3.395 $3.

575 300. Selected Quarterly Financial Data (Unaudited) December 31 September 30 June 30 (in thousands. except for per share data) March 31 2011 Total revenues Gross profit Net income (1) Net income per share: Basic Diluted 2010 Total revenues Gross profit Net income Net income per share: Basic Diluted (1) $ 875.839 285.272 $ 0.222 62.0 million of expense related to a legal settlement and $9.219 $ 0. As of December 31.80 $493. 73 . $4.503 32.90 0.402 60.16 $788.132 47. 2011. This mediation resulted in a settlement of the matter which includes payment of $9. Subsequent Event Subsequent to December 31.665 186.66 0.219 208.233 $ 1.967 $ 0.0 million.750 37.70 $519.922 205.14 1.83 0. An additional $1. 2011 includes $9.553 280.9 million of the costs were included in “Accrued expenses” on the Consolidated Balance Sheet to be paid in the first quarter of 2012.64 $ 821.214 $ 1.610 298.26 $718.8 million of expense related to these termination benefits is expected to be recognized in the first quarter of 2012. Accordingly. the Company engaged in mediation of a legal claim pending in the Northern District of California made in January 2011 related to the Company’s compliance with the Video Privacy Protection Act.87 $ 553. The Company had previously evaluated this claim and determined it to be immaterial and that any potential loss was not probable.30 1.519 $ 0.73 0.420 35.11 $ 595.460 $ 1.61 0. 2011.095 $ 0. which is recognized in the Consolidated Statement of Operations for the year ended December 31. 12.819 204.5 million of expense related to termination benefits associated with the Company’s retraction of plans to separate and rebrand the DVD-by-mail service.Table of Contents 11. See Note 5 to the consolidated financial statements for further information regarding the legal settlement. and is anticipated to be paid in 2012.19 1.885 43. no amount had been accrued prior to the mediation and settlement. 2011.59 Net income for the three months ended December 31.632 68.

2012 February 10. that each person whose signature appears below constitutes and appoints Reed Hastings and David Wells. H ALEY Timothy M. 2012 By: / S / R EED H ASTINGS Reed Hastings Chief Executive Officer (principal executive officer) By: / S / D AVID W ELLS David Wells Chief Financial Officer (principal financial and accounting officer) POWER OF ATTORNEY KNOWN ALL PERSONS BY THESE PRESENTS. as his true and lawful attorneys-in-fact and agents. to sign any and all amendments to this Report. may lawfully do or cause to be done by virtue thereof. 2012 . 2012 / S / R EED H ASTINGS Reed Hastings / S / D AVID W ELLS David Wells / S / R ICHARD B ARTON Richard Barton / S / T IMOTHY M. 2012 February 10. Netflix. Haley / S / J AY C.Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934. with full power of substitution and resubstitution. 2012 February 10. with all exhibits thereto. place. the registrant has duly caused this report to be signed on its behalf by the undersigned. and each of them. Pursuant to the requirements of the Securities and Exchange Act of 1934. full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith. granting unto said attorneys-in-fact and agents. Inc. Signature Title Date Dated: February 10. and stead. in any and all capacities. and other documents in connection therewith. Hoag President. 2012 February 10. H OAG Jay C. for him and in his name. as fully to all intents and purposes as he might or could do in person. Chief Executive Officer and Director (principal executive officer) Chief Financial Officer (principal financial and accounting officer) Director Director Director 74 February 10. or any of them or their or his substitute or substituted. and to file the same. and each of them. with the Securities and Exchange Commission. Dated: February 10. hereby ratifying and confirming that all said attorneys-in-fact and agents. thereunto duly authorized. this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

K ILGORE Leslie J. 2012 February 10. G IANCARLO Charles H. Kilgore Director Director Director Director 75 February 10.Table of Contents Signature Title Date / S / A NN M ATHER Ann Mather / S / C HARLES H. 2012 February 10. 2012 February 10. Giancarlo / S / A. G EORGE B ATTLE A. George Battle / S/ L ESLIE J. 2012 .

Inc.1 3. among Netflix. 2002 10. TCV VII.1 4. Indenture.1 November 28. 2011 June 16.. 2009 August 2.5 A 99.4 8-K 000-49802 10. National Association. dated November 6. among Netflix.1 April 8.P. L. relating to the Zero Coupon Senior Convertible Notes due 2018. the guarantors from time to time party thereto and Wells Fargo Bank.. dated November 28.1 March 20.Table of Contents EXHIBIT INDEX Exhibit Number Exhibit Description Form Incorporated by Reference File No.4† 10.3 4. 2009 4.50% Senior Notes due 2017.2† 10. TCV VII(A).1 August 2. 2002 November 9.1 3.3 8-K 000-49802 4. L.3 A 10. Form of Indemnification Agreement entered into by the registrant with each of its executive officers and directors 2002 Employee Stock Purchase Plan Amended and Restated 1997 Stock Plan Amended and Restated 2002 Stock Plan Amended and Restated Stockholders’ Rights Agreement 2011 Stock Plan Description of Director Equity Compensation Plan Description of Director Equity Compensation Plan 76 10-Q 8-K 10-Q S-1/A 8-K 000-49802 000-49802 000-49802 333-83878 000-49802 3. 2011 4.2 3. by and among Netflix. 2011. 2002 April 20.5 10.6† 10. and TCV Member Fund. Registration Rights Agreement dated November 28.1 3.2 10. 2002 March 31. 2011.2 Amended and Restated Certificate of Incorporation Amended and Restated Bylaws Certificate of Amendment to the Amended and Restated Certificate of Incorporation Form of Common Stock Certificate Indenture. 2010 December 28.3† 10.1 November 28. 2006 March 6. 2004 March 20.. relating to the 8.1† S-1/A 333-83878 10. 2010 May 16.9† Def 14A S-1/A Def 14A S-1 Def 14A 8-K 8-K 000-49802 333-83878 000-49802 333-83878 000-49802 000-49802 000-49802 A 10.8† 10. L. National Association.P. 2011 10. Inc. 2009. 2004 April 16.P. Inc. and Wells Fargo Bank. 2009 .3 4.1 4. Exhibit Filing Date Filed Herewith 3.

10† 23. 10-Q 000-49802 10. 2011.1 24 31. (ii) Consolidated Statements of Operations for the Years Ended December 31.1* Amended and Restated Executive Severance and Retention Incentive Plan Consent of Independent Registered Public Accounting Firm Power of Attorney (see signature page) Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 The following financial information from Netflix. 2012. irrespective of any general incorporation language in any filings. Inc. Indicates a management contract or compensatory plan 77 . 2010 and 2009 and (v) the Notes to Consolidated Financial Statements. 2011.2 32. Exhibit Filing Date Filed Herewith Exhibit Description Form 10. 2010 and 2009. formatted in XBRL includes: (i) Consolidated Balance Sheets as of December 31. 2011. 2009 X X X X 101 X * † These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934. 2010 and 2009.Table of Contents Exhibit Number Incorporated by Reference File No.10 May 7. (iii) Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Years Ended December 31. 2011 and 2010.’s Annual Report on Form 10-K for the year ended December 31. 2011 filed with the SEC on February 10. (iv) Consolidated Statements of Cash Flows for the Years Ended December 31.1 31.

Inc. 2012 .: We consent to the incorporation by reference in the registration statements (Nos. 2011. and cash flows for each of the years in the three-year period ended December 31. which report appears in the December 31. and the effectiveness of internal control over financial reporting as of December 31. 333-160946. 333-89024. and subsidiaries as of December 31. with respect to the consolidated balance sheets of Netflix. Inc. /s/ KPMG LLP Santa Clara. 333-123501. and 333-177561) on Form S-8 of Netflix. 2011. 2011 and 2010. stockholders’ equity and comprehensive income.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Netflix. of our report dated February 10. 333-104250. Inc. 333-145147. 2011 annual report on Form 10-K of Netflix. Inc. 333136403. 2012. and the related consolidated statements of operations. 333-113198. California February 10.EXHIBIT 23.

Inc. 2012 By: / S / R EED H ASTINGS Reed Hastings Chief Executive Officer . to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record. and d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected. Reed Hastings.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I. Dated: February 10. and 5. I have reviewed this Annual Report on Form 10-K of Netflix. Based on my knowledge. is made known to us by others within those entities.EXHIBIT 31. based on our most recent evaluation of internal control over financial reporting. to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. the financial statements. whether or not material. or caused such internal control over financial reporting to be designed under our supervision. 2. or caused such disclosure controls and procedures to be designed under our supervision. 3. as of the end of the period covered by this report based on such evaluation. the periods presented in this report. this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made. summarize and report financial information. and other financial information included in this report. 4. The registrant’s other certifying officer and I have disclosed. and for. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d-15(f)) for the registrant and we have: a) designed such disclosure controls and procedures. b) designed such internal control over financial reporting. certify that: 1. in light of the circumstances under which such statements were made. Based on my knowledge. and b) any fraud. or is reasonably likely to materially affect. including its consolidated subsidiaries. results of operations and cash flows of the registrant as of. process. particularly during the period in which this report is being prepared. c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures. not misleading with respect to the period covered by this report. fairly present in all material respects the financial condition. to ensure that material information relating to the registrant.. that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. the registrant’s internal control over financial reporting.

results of operations and cash flows of the registrant as of. Based on my knowledge. Inc. certify that: 1. to ensure that material information relating to the registrant. is made known to us by others within those entities. David Wells. Based on my knowledge. to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record. and b) any fraud.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I. and 5. process. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d-15(f)) for the registrant and we have: a) designed such disclosure controls and procedures. 4. the periods presented in this report. including its consolidated subsidiaries. whether or not material. the registrant’s internal control over financial reporting. or caused such internal control over financial reporting to be designed under our supervision. The registrant’s other certifying officer and I have disclosed. 3. based on our most recent evaluation of internal control over financial reporting.EXHIBIT 31. and d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected. fairly present in all material respects the financial condition. I have reviewed this Annual Report on Form 10-K of Netflix. and other financial information included in this report. Dated: February 10. as of the end of the period covered by this report based on such evaluation. c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures. 2. summarize and report financial information.. particularly during the period in which this report is being prepared. not misleading with respect to the period covered by this report. that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made. the financial statements. or is reasonably likely to materially affect. in light of the circumstances under which such statements were made. and for. to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. or caused such disclosure controls and procedures to be designed under our supervision. b) designed such internal control over financial reporting. 2012 By: / S / D AVID W ELLS David Wells Chief Financial Officer .

Section 1350. Dated: February 10. Reed Hastings. pursuant to 18 U.C. Inc. Inc. 2012 By: / S / R EED H ASTINGS Reed Hastings Chief Executive Officer I.EXHIBIT 32. Dated: February 10. that the Annual Report on Form 10-K of Netflix. certify.1 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I.S. Section 1350. as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. in all material respects. for the year ended December 31. 2012 By: / S / D AVID W ELLS David Wells Chief Financial Officer . Inc. the financial condition and results of operations of Netflix. for the year ended December 31. as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents. in all material respects. David Wells.S. pursuant to 18 U. the financial condition and results of operations of Netflix.C. 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such report fairly presents. certify. that the Annual Report on Form 10-K of Netflix. Inc.