x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | 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 | NASDAQ Stock Market LLC | |
(NASDAQ Global Select Market) |
Large accelerated filer | x | Accelerated filer | o | |
Non-accelerated filer | o | Smaller reporting company | o | |
Emerging growth company | o |
Item 15. | Exhibits, 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 | |||||||||
10-Q | 001-35727 | 3.1 | July 17, 2015 | |||||||||
8-K | 000-49802 | 3.1 | March 20, 2009 | |||||||||
10-Q | 000-49802 | 3.3 | August 2, 2004 | |||||||||
S-1/A | 333-83878 | 4.1 | April 16, 2002 | |||||||||
8-K | 001-35727 | 4.1 | February 1, 2013 | |||||||||
8-K | 001-35727 | 4.1 | February 19, 2014 | |||||||||
8-K | 001-35727 | 4.1 | February 5, 2015 | |||||||||
8-K | 001-35727 | 4.2 | February 5, 2015 | |||||||||
8-K | 001-35727 | 4.1 | October 27, 2016 | |||||||||
10-Q | 001-35727 | 4.7 | April 20, 2017 | |||||||||
8-K | 001-35727 | 4.1 | May 3, 2017 | |||||||||
8-K | 001-35727 | 4.1 | October 26, 2017 | |||||||||
8-K | 001-35727 | 4.1 | April 26, 2018 | |||||||||
8-K | 001-35727 | 4.1 | October 26, 2018 | |||||||||
8-K | 001-35727 | 4.3 | October 26, 2018 |
Exhibit Number | Exhibit Description | Incorporated by Reference | Filed Herewith | |||||||||
Form | File No. | Exhibit | Filing Date | |||||||||
S-1/A | 333-83878 | 10.1 | March 20, 2002 | |||||||||
Def 14A | 000-49802 | A | March 31, 2006 | |||||||||
Def 14A | 000-49802 | A | April 20, 2011 | |||||||||
8-K | 001-35727 | Item 5.02 | January 24, 2018 | |||||||||
10-K | 000-49802 | 10.7 | February 1, 2013 | |||||||||
8-K | 001-35727 | 10.1 | February 19, 2014 | |||||||||
Def 14A | 001-35727 | A | April 28, 2014 | |||||||||
8-K | 001-35727 | 10.1 | February 5, 2015 | |||||||||
8-K | 001-35727 | 10.2 | February 5, 2015 | |||||||||
8-K | 001-35727 | 10.1 | October 27, 2016 | |||||||||
8-K | 001-35727 | 10.2 | October 27, 2016 | |||||||||
8-K | 001-35727 | 10.1 | April 27, 2017 | |||||||||
8-K | 001-35727 | 10.1 | May 3, 2017 | |||||||||
10-Q | 001-35727 | 10.14 | July 19, 2017 | |||||||||
10-Q | 001-35727 | 10.15 | October 18, 2017 | |||||||||
8-K | 001-35727 | 10.1 | October 26, 2017 |
Exhibit Number | Exhibit Description | Incorporated by Reference | Filed Herewith | |||||||||
Form | File No. | Exhibit | Filing Date | |||||||||
8-K | 001-35727 | 10.1 | October 26, 2018 | |||||||||
8-K | 001-35727 | 10.2 | October 26, 2018 | |||||||||
10-K | 001-35727 | 21.1 | January 29, 2019 | |||||||||
X | ||||||||||||
10-K | 001-35727 | 24.0 | January 29, 2019 | |||||||||
X | ||||||||||||
X | ||||||||||||
X | ||||||||||||
101 | The following financial information from Netflix, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on January 29, 2019, formatted in XBRL includes: (i) Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017 and 2016, (ii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2018, 2017 and 2016, (iii) Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016, (iv) Consolidated Balance Sheets as of December 31, 2018 and 2017, (v) Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2018, 2017 and 2016 and (vi) the Notes to Consolidated Financial Statements. | 10-K | 001-35727 | 101 | January 29, 2019 |
Dated: February 8, 2019 | By: | /S/ SPENCER NEUMANN | ||
Spencer Neumann | ||||
Chief Financial Officer |
(1) | Registration Statement (Form S-8 No. 333-89024) pertaining to Netflix.com, Inc. 1997 Stock Plan, as amended, Netflix, Inc. 2002 Stock Plan, Netflix, Inc. 2002 Employee Stock Purchase Plan, and Netflix.com, Inc. Stand-Alone Stock Option Agreements, |
(2) | Registration Statement (Form S-8 No. 333-104250) pertaining to Netflix, Inc. 2002 Stock Plan and Netflix, Inc. 2002 Employee Stock Purchase Plan, |
(3) | Registration Statement (Form S-8 No. 333-113198) pertaining to Netflix, Inc. 2002 Stock Plan and Netflix, Inc. 2002 Employee Stock Purchase Plan |
(4) | Registration Statement (Form S-8 No. 333-123501) pertaining to Netflix, Inc. 2002 Stock Plan and Netflix, Inc. 2002 Employee Stock Purchase Plan, |
(5) | Registration Statement (Form S-8 No. 333-136403) pertaining to Netflix, Inc. Amended and Restated 2002 Stock Plan and Netflix, Inc. 2002 Employee Stock Purchase Plan |
(6) | Registration Statement (Form S-8 No. 333-145147) pertaining to Netflix, Inc. 2002 Employee Stock Purchase Plan, |
(7) | Registration Statement (Form S-8 No. 333-160946) pertaining to Netflix, Inc. 2002 Employee Stock Purchase Plan, |
(8) | Registration Statement (Form S-8 No. 333-177561) pertaining to Netflix, Inc. 2011 Stock Plan, |
/s/ Ernst & Young LLP | |
San Jose, California January 29, 2019 |
1. | I have reviewed this Annual Report on Form 10-K/A 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 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 8, 2019 | By: | /S/ REED HASTINGS | |||
Reed Hastings | |||||
Chief Executive Officer |
1. | I have reviewed this Annual Report on Form 10-K/A 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 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 8, 2019 | By: | /S/ SPENCER NEUMANN | ||
Spencer Neumann | ||||
Chief Financial Officer |
Dated: February 8, 2019 | By: | /S/ REED HASTINGS | ||
Reed Hastings | ||||
Chief Executive Officer |
Dated: February 8, 2019 | By: | /S/ SPENCER NEUMANN | ||
Spencer Neumann | ||||
Chief Financial Officer |