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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM 8-K __________________________________ CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2021 __________________________________ NETFLIX, INC. (Exact name of registrant as specified in its charter) __________________________________ Delaware 001-35727 77-0467272 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 100 Winchester Circle, Los Gatos, California 95032 (Address of principal executive offices) (Zip Code) (408) 540-3700 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report) __________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.001 per share NFLX NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02 Results of Operations and Financial Condition. On April 20, 2021, Netflix, Inc. (the “Company”) announced its financial results for the quarter ended March 31, 2021. The Letter to Shareholders, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, includes reference to the non-GAAP financial measure of free cash flow. Generally, a non- GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States. Management believes that the non-GAAP measure of 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 strategic acquisitions and investments and for certain other activities like stock repurchases. However, this non-GAAP measure should be considered in addition to, not as a substitute for or superior to, net income, operating income, diluted earnings per share and net cash provided by (used in) operating activities, or other financial measures prepared in accordance with GAAP. Reconciliation to the GAAP equivalent of this non-GAAP measure is contained in tabular form in Exhibit 99.1. The information contained in this Item 2.02 and the accompanying Exhibit 99.1 are “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Item 8.01 Other Events. In March 2021, our Board of Directors authorized the repurchase of up to $5 billion of our common stock, with no expiration date. Stock repurchases may be effected through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, privately-negotiated transactions, accelerated stock repurchase plans, block purchases, or other similar purchase techniques and in such amounts as management deems appropriate. We are not obligated to repurchase any specific number of shares, and the timing and actual number of shares repurchased will depend on a variety of factors, including our stock price, general economic, business and market conditions, and alternative investment opportunities. The Company may discontinue purchases without notice at any time. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 99.1 Letter to Shareholders dated April 20, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NETFLIX, INC. Date: April 20, 2021 /s/ Spencer Neumann Spencer Neumann Chief Financial Officer Exhibit 99.1 April 20, 2021 Fellow shareholders, Revenue grew 24% year over year and was in line with our beginning of quarter forecast, while operating profit and margin reached all-time highs. We finished Q1’21 with 208m paid memberships, up 14% year over year, but below our guidance forecast of 210m paid memberships. We believe paid membership growth slowed due to the big Covid-19 pull forward in 2020 and a lighter content slate in the first half of this year, due to Covid-19 production delays. We continue to anticipate a strong second half with the return of new seasons of some of our biggest hits and an exciting film lineup. In the short-term, there is some uncertainty from Covid-19; in the long-term, the rise of streaming to replace linear TV around the world is the clear trend in entertainment. (in millions except per share data) Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Forecast Revenue $ 5,768 $ 6,148 $ 6,436 $ 6,644 $ 7,163 $ 7,302 Y/Y % Growth 27.6 % 24.9 % 22.7 % 21.5 % 24.2 % 18.8 % Operating Income $ 958 $ 1,358 $ 1,315 $ 954 $ 1,960 $ 1,865 Operating Margin 16.6 % 22.1 % 20.4 % 14.4 % 27.4 % 25.5 % Net Income $ 709 $ 720 $ 790 $ 542 $ 1,707 $ 1,441 Diluted EPS $ 1.57 $ 1.59 $ 1.74 $ 1.19 $ 3.75 $ 3.16 Global Streaming Paid Memberships 182.86 192.95 195.15 203.66 207.64 208.64 Y/Y % Growth 22.8 % 27.3 % 23.3 % 21.9 % 13.6 % 8.1 % Global Streaming Paid Net Additions 15.77 10.09 2.20 8.51 3.98 1.00 Net cash provided by (used in) operating activities $ 260 $ 1,041 $ 1,264 $ (138) $ 777 Free Cash Flow* $ 162 $ 899 $ 1,145 $ (284) $ 692 Shares (FD) 452.5 453.9 455.1 455.3 455.6 Note: Figures are consolidated, including DVD. * Free cash flow represents Net Cash provided by (used in) operating activities less purchases of property and equipment and change in other assets. 1 Q1 Results and Q2 Forecast Average revenue per membership1 rose 6% year over year, or 5%, excluding a foreign exchange impact of +$80m. Operating income of $2 billion vs. $958 million more than doubled vs. Q1’20. This exceeded our guidance forecast primarily due to the timing of content spend. EPS of $3.75 vs. $1.57 a year ago included a $253m non-cash unrealized gain from F/X remeasurement on our Euro denominated debt. The extraordinary events of Covid-19 led to unprecedented membership growth in 2020, as it pulled forward growth from 2021, and delayed production across every region. In turn, we ended 2020 with a bigger membership and revenue base than we would otherwise have had, contributing to record Q1’21 revenues. And since we were still ramping production levels late last year, we had lower content spend in Q1’21 - content amortization only grew 9.5% year over year in Q1’21 vs. 17% in FY20. The result was a 10 percentage point year over year jump in our operating margin to 27% in Q1, which is an all-time high. As we discussed in past letters, these dynamics are also contributing to a lighter content slate in the first half of 2021, and hence, we believe slower membership growth. In Q1, paid net additions of 4m were below our 6m guidance (and the 16m net additions in the year ago quarter) primarily due to acquisition, as retention in Q1 was in line with our expectations. We don’t believe competitive intensity materially changed in the quarter or was a material factor in the variance as the over-forecast was across all of our regions. We also saw similar percentage year-over-year declines in paid net adds in all regions (see our Regional Breakdown table below), whereas the level of competitive intensity varies by country. As a reminder, the quarterly guidance we provide is our actual internal forecast at the time we report. That means in some quarters our results will be high relative to our guidance forecast and, in others, it will be low, as can be seen in the chart below. As our membership base continues to grow, there will naturally be more volatility in our absolute paid net additions performance vs. forecast. ___________________________________ 1 Average revenue per membership (ARM) is defined as streaming revenue divided by the average number of streaming paid memberships divided by the number of months in the period.

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