Overview Netflix, Inc. is an online subscription service streaming television (TV) shows and movies to more than 33 million members in over 40 countries. The company's subscribers can watch unlimited TV shows and movies streamed over the Internet to their TVs, computers and mobile devices, as well as receive digital versatile discs (DVDs) and Blu-Ray discs, delivered to their homes. The company primarily operates in the US in three segments: Domestic streaming, International streaming and Domestic DVD. It is headquartered in Los Gatos, California and employed 2,927 people as of December 31, 2011, of whom 579 were part-time employees. The company recorded revenues of $3,204.6 million during the financial year ended December 2011 (FY2011), an increase of 48.2% over FY2010. The operating profit of the company was $376.1 million in FY2011, an increase of 32.6% over FY2010. The net profit was $226.1 million in FY2011, an increase of 40.6% over FY2010. Domestic and International streaming segments derive revenues from monthly subscription services consisting solely of streaming content. The Domestic DVD segment derives revenues from monthly subscription services consisting solely of DVD-by-mail. Vision Netflix does not have a clear mission statement, but they do have some key visions for the company. Those are: Becoming the best global entertainment distribution service. Licensing entertainment content around the world. Creating markets that are accessible to film makers. Helping content creators around the world to find a global audience Corporate Strategy Reed Hastings founded Netflix in 1997. Netflix opened the world's first Internet store to offer DVD rentals in early 1998. Netflix's inventories of DVD movies available for rental surpassed the 2,000 titles mark in 1998, making the company the world's largest DVD rental store. In the same year, Netflix and Amazon.com entered into a marketing relationship under which Netflix would direct its customers to Amazon.com for DVD purchases and Amazon.com would offer its customers special promotions for DVD rentals at Netflix. Netflix secured a $30 million investment from the internationally known luxury products group, Group Arnault, in 1999. The company launched its subscription service in the same year. The company opened two distribution centers, one each in Dallas, Texas and Stamford, Connecticut in 2002. In the following year, Netflix opened two shipping centers to serve the greater Greensboro and Rochester areas. Netflix and TiVo signed an agreement in 2004 to develop a joint entertainment offering under which the two companies would develop technology and work with Hollywood studios to secure content for digital distribution. During the same year, Netflix opened new shipping centers including those in Las Vegas, Louisville, Kansas City and Lakeland (Florida). In 2005, Netflix introduced Profiles, a family-friendly feature which allows Netflix members to create separate movie queues for individual family members using a single account. As per an agreement Netflix entered with Wal-Mart in 2005, Wal-Mart.com's movie sales and Netflix's DVD rentals participated in joint promotional activities. The company sold 3.5 million shares of common stock pursuant to an effective registration statement at a public offering price of $30 per share in 2006. In 2006, the company introduced a new feature, ‘ Previews’, on its website that enables Netflix members to instantly watch movie trailers personalized for them based on their movie tastes. In the same year, the company opened a new customer service division in Hillsboro, Oregon. Netflix offered its subscribers the option of instantly watching movies on their personal computers (PCs) in 2007. Netflix entered into an exclusive TV, retail and worldwide distribution agreements through partnerships with Thirteen/WNET New York, Target and Warner Home Video for the multi-platform campaign for the release of ‘ Tony Bennett: The Music Never Ends’, in the same year. During 2007, the company and LG Electronics entered into a partnership to develop a set-top box for consumers to stream movies and other programming from the Internet to high definition TVS (HDTVs). The company, along with Roku, an innovator in digital media streaming technology, introduced ‘ The Netflix Player’ by Roku, priced at $99.99, in 2008. The Netflix Player is a device that enables Netflix subscribers to instantly stream a growing library of movies and TV episodes from Netflix directly to the TV. Microsoft and Netflix entered into an exclusive partnership to offer consumers the ability to instantly stream movies and TV episodes from Netflix to TV via the Xbox 360 video game and entertainment system, in 2008. In the same year, LG Electronics and Netflix introduced the first Blu-ray disc player. Also, Netflix closed Envelope Entertainment, the company's film financing and acquisition division. In 2008, the company rolled out a media player to stream movies directly on Windows PCs and Intel Macs. It also partnered with Samsung to instantly stream movies and with TiVo to stream content directly to TV through TiVo digital video recorders. Extending its partnerships with various consumer electronics manufacturers to stream Netflix's content through them, in 2009, the company unveiled new devices partnering with LG and VIZIO. Netflix also entered into deals with many content providers like MTV and Nickelodeon to increase the content offered for streaming. During the same year, the company announced its movie and television streaming services being available on Sony's PlayStation (PS3). In early 2010, the company entered into a partnership with Nintendo of America under which Netflix's movie and TV streaming service will be available on Nintendo WII gaming consoles. Subsequently, the company entered into an agreement with Warner Bros Home Entertainment Group under which new release titles on DVD and Blu-ray were made available to Netflix members after a 28-day window from the new release street date. In the same year, Netflix entered into agreements with Funai (which distributes the Philips, Magnavox, Sylvania and Emerson brands in the US), Panasonic, Sanyo, Sharp and Toshiba to introduce Netflix ready devices. The company signed deals with a number of leading distributors of independent film, including The Criterion Collection, Gravitas Ventures, Kino Lorber, Music Box Films, Oscilloscope Laboratories and Regent Releasing in 2010. The deals provide Netflix with non-exclusive licensing agreements to instantly stream films from these distributors. Later in 2010, Netflix entered into an agreement with Universal Studios Home Entertainment covering the distribution of Universal new release DVD and Blu-ray titles at Netflix. Netflix also introduced its free Netflix App for iPhone and iPod touch, enabling members to watch a selection of TV episodes and movies streamed to their iPhone or iPod touch instantly. The company launched its services in Canada in the year 2010 with an offering that enables Canadians to instantly watch unlimited movies and TV episodes streamed from Netflix to their TVs and computers. This move marked the first availability of Netflix services outside the US. Further in 2010, Netflix selected Dolby Digital Plus to deliver 5.1-channel surround sound for its content streamed instantly over the Internet. Later, Netflix announced that members in Canada can watch content streamed from Netflix to the TV via Xbox 360.Towards the end of 2010, the company announced new licensing agreements with CBC and FremantleMedia Enterprises and extensions of its agreements with New Video, Maple and Sony to significantly increase the content available to members in Canada. The company, in May 2011, entered into a multi-year licensing agreement with Paramount Pictures, adding several new movie titles for Canadian Netflix members. During the same month, Netflix also entered into a multi-year agreement with Miramax, under which its US members can instantly watch motion pictures from the Miramax film library. It marks the first time Miramax titles became available through a digital subscription service. In June 2011, Netflix and Open Road Films entered into a multiyear agreement to provide theatrically distributed movies by Open Road Films exclusively to Netflix for digital streaming in the ‘ pay TV window,’ after their release on DVD. In July 2011, Netflix announced a multi-year renewal of its licensing agreement with NBCUniversal Domestic Television Distribution, expanding the selection of nonexclusive NBCU film and TV library titles available to watch instantly streaming from Netflix. In September 2011, the company started offering its services in Mexico, Central America and the Caribbean, completing its regional launch. Netflix launched its services in 43 countries in Latin America and the Caribbean. In the same month, the company entered into a new multi-year licensing agreement with DreamWorks Animation to become exclusive subscription TV service for first-run feature films and select TV specials from DreamWorks Animation. In October 2011, the company launched a new Netflix app for android smartphones and tablets, enabling Netflix members in Canada and Latin America instantly watch TV episodes and movies streaming from Netflix on their Androidpowered phones and tablets. Netflix extended its existing licensing agreement with Disney-ABC television Group in the same month. The extension allows Netflix to continue to stream library episodes from ABC Studios, Disney Channel and ABC Family over the Internet. As part of the deal, Netflix is also adding new content to its lineup of Disney-ABC series and TV movies. In November 2011, the company entered into a new multi-year licensing agreement with Metro-Goldwyn-Mayer Studios (MGM) to provide exclusive subscription streaming service in the UK and Ireland for most first-run feature films from MGM. In the same month, Netflix entered into a multi-year licensing agreement with Lionsgate UK, a subsidiary of Lions Gate Entertainment Corp, to provide exclusive subscription streaming service in the UK and Ireland for first-run feature films from the studio. Netflix launched a new interface for Android-powered tablets in the same month. Further in November 2011, the company entered into a new multi-year digital licensing agreement with Miramax to bring a broad range of acclaimed Miramax films to Netflix members in the UK and Ireland. The company launched Just for Kids section for Netflix members in the US on the Wii game console in the same month. The company launched its streaming services in the UK and Ireland in January 2012. The company entered into a new multi-year licensing agreement with The Weinstein Company in February 2012, through which foreign language, documentary and certain other movies from The Weinstein Company were made exclusively available for Netflix members in the US to watch instantly. In April 2012, the company’ s services were made available on Windows Phones for its customers in Latin America, the UK and Ireland. The company entered into a new multi-year licensing agreement with Twentieth Century Fox in May 2012 to make its TV series and films available for Netflix members to instantly watch in Latin America and Brazil. The company, in October 2012, announced the availability of Just for Kids on iPad. In the same month, the company launched its services in Sweden, Norway, Denmark and Finland. In December 2012, the company entered into a new multi-year licensing agreement with The Walt Disney Studios to become exclusive US subscription television service provider for first-run live-action and animated feature films from The Walt Disney Studios. Policies Insider Trading Policy In order to take an active role in the prevention of insider trading violations by its officers, directors, employees and other related individuals, Netflix, Inc. (the “Company”) has adopted this Insider Trading Policy (the “Policy”). The Company opposes the misuse of material nonpublic information in the trading of securities and it is the intent of this Policy to implement procedures designed to prevent trading based on material nonpublic information regarding the Company, including any of its subsidiaries. The Policy covers officers, directors and all other employees of, or consultants or contractors to, the Company or its subsidiaries, as well as their immediate families, and members of their households (“Insider(s)”). This Policy applies to all transactions in the Company’s securities, including common stock, options for common stock and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as to derivative securities relating to the Company’s stock, whether or not issued by the Company, such as publicly-traded options. No Insider shall engage in any transaction involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell, during any period commencing with the date that the Insider possesses material nonpublic information concerning the Company or its subsidiaries, and ending at the beginning of the trading day following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material. No Insider shall disclose (“tip”) material nonpublic information about the Company or its subsidiaries to any other person where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates, nor shall such Insider or related person make recommendations or express opinions on the basis of material nonpublic information as to trading in the Company’s securities. No Insider shall engage in any transaction involving the purchase or sale of another company’s securities while in possession of material nonpublic information about such company when that information is obtained in the course of employment with, or the performance of services on behalf of, the Company and for which there is a relationship of trust and confidence concerning the information. While employees are not prohibited by law from using Company securities as collateral for loans or in margin accounts or from engaging in transactions involving publicly-traded options, such as puts and calls, or other derivatives securities with respect to the Company’s securities, the Company discourages employees from such activity because, among other problems, these types of transactions (i) may result in transactions in Company securities occurring outside the Open Window (defined below) and (ii), in the case of publicly-traded options, create an appearance of impropriety in that these types of transactions often focus on short-term and speculative interest in the Company’s securities or otherwise result in individual profit arising from poor Company performance. Limit orders with brokers should not extend beyond any Open Window and be cancellable upon an imposition of a blackout period. Employees interested in trading outside of the Open Window should look into adopting a 10b5-1 trading plan, as described below. Exercising and selling stock options issued pursuant to the Company’s stock option plan, as otherwise permitted under this Policy, are not considered problematic. The Company has determined that all officers, directors, and those other persons identified on Attachment 1 (as may be amended from time to time by the Compliance Officer), shall be prohibited from buying, selling or otherwise effecting transactions in any stock or other securities of the Company or derivative securities thereof EXCEPT during the following trading window: Beginning at the open of market on the trading day following the date of public disclosure of the Company’s financial results for a preceding calendar quarter or year and ending at the close of market on the 10th day of the second calendar month of the current calendar quarter (the “Open Window”). In addition, the Company, through the Compliance Officer, may authorize longer or additional trading windows in which buying, selling or otherwise effecting transactions in the Company’s securities shall be permitted pursuant to this Policy as if it were the “Open Window.” Similarly, the Company, through the Compliance Officer, may impose special black-out periods during which certain persons will be prohibited from buying, selling or otherwise effecting transactions in any stock or other securities of the Company or derivative securities thereof, even though the trading window would otherwise be open. If a special blackout period is imposed, the Company will notify affected individuals, who should thereafter not engage in any transaction involving the purchase or sale of the Company’s securities and should not disclose to others the fact of such suspension of trading. It should be noted that even during the Open Window, any person possessing material nonpublic information should not engage in any transactions in the Company’s securities until the beginning of the trading day following the date of public disclosure of such information, whether or not the Company has recommended a suspension of trading to that person. All executive officers and directors of the Company must refrain from trading in the Company’s securities, even during the Open Window, without first contacting the Company’s Compliance Officer (defined below) and obtaining pre-clearance to commence trading in the Company’s securities. In addition, all executive officers and directors are required to comply with Section 16 of the Securities and Exchange Act of 1934, and related rules and regulations which set forth reporting obligations as well as limitations on “short swing” transactions. The Company is available to assist in filing Section 16 reporting, however, the obligation to comply with Section 16 is personal. Please direct any inquiries concerning compliance to the Compliance Officer. The Company permits all directors, officers and other employees to adopt trading plans in accordance with Securities and Exchange Commission Rule 10b5-1(c) (17 C.F.R. § 240.10b5-1(c)) and otherwise pursuant to the Company’s procedure for adopting such a trading plan (a “10b5-1 trading plan”). The restrictions on trading set forth in this Policy shall not apply to trades made pursuant to a 10b5-1 trading plan. More information concerning trading plans is available from the Compliance Officer. The exercise of stock options for cash under the Company’s stock option plan are exempt from this Policy, since the other party to these transactions is the Company itself and the price does not vary with the market, but is fixed by the terms of the option agreement. This exemption does not apply to the sale of any shares issued upon such exercise and it does not apply to a cashless exercise of options, which is accomplished by a sale of a portion of the shares issued upon exercise of an option. In addition, bona fide gifts of the securities of the Company are exempt from this Policy. Employees who violate this Policy shall also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination of employment. Pursuant to federal and state securities laws, Insiders may be subject to criminal and civil fines and penalties as well as imprisonment for engaging in transactions in the Company’s securities at a time when they have knowledge of material nonpublic information regarding the Company or its subsidiaries. In addition, Insiders may be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed material nonpublic information regarding the Company or its subsidiaries or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company’s securities. Every officer, director and other employee, consultant and contractor has the individual responsibility to comply with this Policy. An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to make the transaction before learning of the material nonpublic information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting. Trading in the Company’s securities during the trading window should not be considered a “safe harbor,” and all directors, officers and other persons should use good judgment at all times. The Company’s General Counsel shall serve as the Insider Trading Compliance Officer (the “Compliance Officer”). The duties of the Compliance Officer shall include, but not be limited to, the following: Pre-clearing transactions as required under this Policy. Assisting in the preparation and filing of Section 16 reports (Forms 3, 4 and 5) for Section 16 reporting persons. Serving as the designated recipient at the Company of copies of reports filed with the Securities and Exchange Commission by Section 16 reporting persons under Section 16 of the Exchange Act. Periodically reminding all Section 16 reporting persons regarding their obligations to report and quarterly reminders of the dates that the trading window described above begins and ends. Circulating the Policy (and/or a summary thereof) to all employees, including Section 16 reporting persons, on an annual basis. Assisting the Company in implementation of the Policy. Coordinating with Company counsel regarding compliance activities with respect to Rule 144 requirements and regarding changing requirements and recommendations for compliance with Section 16 of the Exchange Act and insider trading laws to ensure that the Policy is amended as necessary to comply with such requirements. It is not possible to define all categories of material information. However, information should be regarded as material if there is a substantial likelihood that it would be considered important to a reasonable investor in making an investment decision regarding the purchase or sale of the Company’s securities. Put another way, there must be a substantial likelihood that the information would be viewed by the reasonable investor as having significantly altered the total mix of information available in the market concerning the Company. While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and therefore more likely to be considered material. Examples of such information include: Quarterly financial results Known but unannounced future earnings or losses News of a pending or proposed merger News of the disposition or acquisition of significant assets Changes in dividend policy Stock splits New equity or debt offerings Either positive or negative information may be material. Questions concerning whether nonpublic information is material can be directed to the Compliance Officer. Code of Ethics The Board of Directors of Netflix, Inc. (the "Company") has adopted this Code of Ethics (this "Code") for its directors, officers and other employees (individually, "Netflix Party" and collectively, "Netflix Parties"). As used herein, the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions are sometimes also referred to as the "Senior Financial Officers". This Code has been reasonably designed to deter wrongdoing and to promote: Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company; Compliance with applicable governmental laws, rules and regulations; The prompt internal reporting to an appropriate person or persons identified in this Code of violations of this Code; and Accountability for adherence to this Code. I. Honest and Ethical Conduct Netflix Parties are expected to act and perform their duties ethically and honestly and with the utmost integrity. Honest conduct is considered to be conduct that is free from fraud or deception. Ethical conduct is considered to be conduct conforming to accepted professional standards of conduct. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships as discussed in below. II. Conflicts of Interest A conflict of interest exists where the interests or benefits of one person or entity conflict or appear to conflict with the interests or benefits of the Company. While it is not possible to describe every situation in which a conflict of interest may arise, Netflix Parties must never use or attempt to use their position with the Company to obtain improper personal benefits. Any Netflix Party who is aware of a conflict of interest, or is concerned that a conflict might develop, is required to discuss the matter with a higher level of management or the General Counsel promptly. Senior Financial Officers may, in addition to speaking with the General Counsel, also discuss the matter with the Audit Committee. III. Disclosure Senior Financial Officers are responsible for ensuring that the disclosure in the Company's periodic reports is full, fair, accurate, timely and understandable. In doing so, Senior Financial Officers shall take such action as is reasonably appropriate to (i) establish and comply with disclosure controls and procedures and accounting and financial controls that are designed to ensure that material information relating to the Company is made known to them; (ii) confirm that the Company's periodic reports comply with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (iii) ensure that information contained in the Company's periodic reports fairly presents in all material respects the financial condition and results of operations of the Company. Senior Financial Officers will not knowingly (i) make, or permit or direct another to make, materially false or misleading entries in the Company's, or any of its subsidiary's, financial statements or records; (ii) fail to correct materially false and misleading financial statements or records; (iii) sign, or permit another to sign, a document containing materially false and misleading information; or (iv) falsely respond, or fail to respond, to specific inquiries of the Company's independent auditor or outside legal counsel. IV. Compliance It is the Company's policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each Netflix Party to adhere to the standards and restrictions imposed by those laws, rules and regulations, and in particular, those relating to accounting and auditing matters. Any Netflix Party who is unsure whether a situation violates any applicable law, rule, regulation or Company policy should discuss the situation with the General Counsel. V. Internal Reporting Netflix Parties shall take all appropriate action to stop any known misconduct by fellow Netflix Parties that violate this Code. To this end, Netflix Parties shall report any known or suspected misconduct to the General Counsel or, in the case of misconduct by a Senior Financial Officer, also to the Chair of the Company's Audit Committee. In addition, Netflix Parties are encouraged to use the Company's confidential internal reporting system to report breaches of this Code. Information concerning the Company's confidential internal reporting system can be located on the Company's Intranet. The Company will not retaliate or allow retaliation for reports made in good faith. VI. Accountability Any violation of this Code may result in disciplinary action, including termination, and if warranted, legal proceedings. This Code is a statement of certain fundamental principles, policies and procedures that govern the Netflix Parties in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, customer, supplier, competitor, shareholder or any other person or entity. The General Counsel and/or the Audit Committee will investigate violations and appropriate action will be taken in the event of any violation of this Code. VII. Waivers and Amendments of the Code The Company is committed to continuously reviewing and updating our policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by the Company's Board of Directors and promptly disclosed pursuant to applicable laws and regulations. Any waiver or modification of the Code by a Senior Financial Officer will be promptly disclosed to stockholders if and as required by law or the rules of the stock exchange or over the counter trading system on which Netflix's stock is traded or quoted. Suppliers Re:fine, TVT and Deluxe are among the firms to be placed on the Internet subscription service’s list of preferred suppliers. Netflix director of content partners operations Chris Fetner said: “We’re looking for the top providers in the digital supply chain to streamline workflows and help us accelerate the streaming VOD transformation. “Netflix seeks to digitize content quickly, while still maintaining the highest quality possible. Matching content providers with the best service providers accomplishes that.” As part of the selection process the firms had to demonstrate their capabilities in the areas of file storage, video restoration, file transcoding and encoding, subtitling, quality control, file transportation, standards conversion and file manipulation and scalable workflow management. Re:fine chairman Symon Roue said: ”Our robust approach to content supply chain procedures and quality control have been given endorsement by one the world’s most exciting players in true on demand.” Kim Thesiger, managing director of TVT, added: “As one of only three UK preferred vendors, TVT will be building on its reputation as a global company with local knowledge. “From our offices in London, Sydney, LA, Singapore and Tokyo we will service media content owners with all the tools they need to deliver in the correct format to Netflix across any of its territories.” Human Resources Arthur Mola/Invision/AP Silicon Valley is known for its technology, not its management, innovations. But some of its management innovations are worth looking at. Netflix’s human resources policies rank right up there, since the company threw out the standard playbook. Former Netflix chief talent officer, Patty McCord, describes the company’s key talent management tenets in a recent Harvard Business Review article. While Netflix’s approach may not be suited to other companies or the work of the public sector, they are worth highlighting for no other reason than to spark reflection and discussion. McCord and Netflix CEO and founder, Reed Hastings, created a 126-page document describing the approach to talent and culture at Netflix. McCord’s article highlights the five tenets that Netflix has developed to attract, retain and reward talent: 1. Hire, reward and tolerate only fully formed adults. “Over the years we learned that if we asked people to rely on logic and common sense instead of formal policies, most of the time we would get better results, and at lower costs,” McCord writes. If you hire carefully, she says, 97 percent of your employees will do the right thing. “We tried hard to not hire those people, and we let them go if it turned out we’d made a hiring mistake” according to McCord. 2. Tell the truth about performance. Netflix eliminated formal individual performance reviews and asked managers and employees to have conversations about performance as an organic part of their work. They instituted 360-degree reviews under the theory that people can handle anything as long as they are told the truth. Netflix does not try to identify the top 10 percent or bottom 30 percent in their company; they look at the entire field of talent—inside and outside their company—and rate them in that context. 3. Managers own the job of creating great teams. We didn’t measure them on whether they were excellent coaches or mentors or got their paperwork done on time. Great teams accomplish great work, and recruiting the right team was the top priority. 4. Leaders own the job of creating the company culture. Leaders need to live the values they promote, or no one else will. She also says leaders have to ensure that employees understand the levers that drive the business and provide context and transparency so that can happen. In addition, she says, leaders need to understand the subcultures within an organization that might require different management approaches. 5. Good talent managers think like business people and innovators first and like HR people last. McCord also offers insights to her peers in the HR profession, noting that too many devote time to morale improvement initiatives. With tenets like this in place, Netflix’s operating policies tell salaried employees to take whatever time off they feel is appropriate. They have no vacation policy; employees and bosses are asked to work it out with each other. Similarly, Netflix’s expense policy is “Act in Netflix’s best interest”— there is no elaborate travel and expense guidance. While this approach of setting clear expectations and trust may not work well broadly in a public sector context, it clearly provides some foundational ideas for how innovative leaders on the front line of their agencies can frame how they approach their job of leading and encouraging high performance. This information was according to an article former Human Resource Director Patty McCord wrote in Harvard Business Review. Strategic Managers and Board Sr. Level Executives Add Pictures of each Executive Reed Hastings - Founder and CEO o Reed is an active educational philanthropist and served on the California State Board of Education from 2000 to 2004. He is currently on the board of several educational organizations including CCSA, Dreambox Learning, KIPP and Pahara. Reed is also a board member of Facebook and was on the board of Microsoft from 2007 to 2012. Kelly Bennett - Chief Marketing Officer o Became the Chief Marketing Officer in 2012 after nearly a decade at Warner Bros. where he was most recently Vice President Ineractive, World Wide Marketing with the pictures group, leading international online campaigns for Warner Bros. movies. Tawni Cranz - Chief Talent Officer o Tawni leads the team that maintains the company’s unique corporate culture, hires new talent and keeps the organization lean and flexible despite enormous growth. Prior to Netflix, she was HR director at Bausch and Lomb and held various human resources positions at FedExKinko’s. Jonathan Friedland - Chief Communications Officer o Joined Netflix in February 2011 from The Walt Disney Company, where he was SVP, Corporate Communications. He was a member of the Wall Street Journal team that won the Pulitzer Prize for its coverage of the 9/11 attacks. Neil Hunt - Chief Product Officer o Neil has been with the company since 1999, leading the product team, which designs, builds and optimizes the Netflix experience. He is a nonexecutive member of Logitech’s board of directors since September 2010. He holds a Doctorate in Computer Science from the University of Aberdeen, U.K. and a Bachelor’s degree from the University of Durham, U.K. David Hyman - General Counsel o He has served as the General Counsel since 2002, along with being the Company’s Secretary. David practiced law at Morrison & Foerster in San Francisco and Arent Fox in Washington, D.C. Greg Peters - Chief Streaming & Partnerships Officer o Greg is responsible for the global partnerships with consumer electronics companies, Internet service providers and multi-channel video programming distributors that enable Netflix to deliver movies and TV shows across a full range of devices and platforms. He holds a degree in physics and astronomy from Yale University. Ted Sarandos - Chief Content Officer o Ted has led content acquisition since 2000. With more than 20 years’ experience in home entertainment, Ted is recognized in the industry as an innovator in film acquisition and distribution. He also serves on the Film Advisory Board for Tribeca and Los Angeles Film Festival, the retail advisory board for the Digital Entertainment Group and is a Henry Crown Fellow at the Aspen Institute. David Wells - Chief Financial Officer o David has been the CFO since December 2010. From August 2008 to December 2010, he served as Vice President of Financial Planning & Analysis and Director of Operations Planning from March 2004 to August 2008. Prior to Netflix, David had many roles within Deloitte Consulting from August 1998 to March 2004. Corporate governance Richard Barton (Independent Director) - Member of Audit and Nominating & Governance Committee o Co-founder of Zillow, Inc. where he is now Executive Chairman of the Board. Barton is also a Venture Partner with Benchmark Capital. A. George (Skip) Battle (Independent Director) - Member of Compensation Committee o Battle has been one of the Company’s directors since June 2005. He was previously Executive Chairman of the Board of Ask Jeeves, Inc., where he was CEO from 2000 from 2003. Timothy Haley (Independent Director) - Member of Audit Committee and Chair of Compensation Committee o Timothy has been a member of the directors since June 1998. He is the co-founder of Redpoint Ventures, a venture capital firm, and has been a Managing Director of the firm since October 1999. Reed Hastings Jay Hoag (Lead Independent Director) - Member of Compensation Committee and Chair of Nominating & Governance Committee o Since 1999, Hoag has been one of the Company’s directors. Since June 1995, Jay Hoag has served as the founding General Partner at Technology Crossover Ventures, a private equity and venture capital firm. Leslie Kilgore o Leslie was the Chief Marketing Officer from 2000 until 2012, were before that from February 1999 to March 2000, she was the Director of Marketing for Amazon.com Inc. She was also the brand manager for the Proctor & Gamble Company from August 1992 to February 1999. Ann Mather (Independent Director) - Chair of Audit Committee o Has been a member of the Board since 2010. Other committees and boards she is on include; Glu Mobile Inc. on its nominating and governance committee since September 2005, Google, Inc. since November 2005 and serves as chair of its audit committee, MGM Holdings Inc. since December 2010, Solazyme, Inc. since April 2011 as chair of its audit committee, and Shutterfly, Inc. since May 2013 to name a few. Board Committees and Responsibilities Audit Committee CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF NETFLIX, INC. I. PURPOSE The purpose of the Audit Committee of the Board of Directors (the “Board”) of Netflix, Inc., a Delaware corporation (the “Company”) shall be: to provide oversight and monitoring of (i) the Company’s accounting and financial reporting process (ii) the Company’s systems of internal controls over financial reporting, (iii) the integrity of the Company’s financial statements, (iv) audits of the Company’s financial statements and (v) the independent auditors’ qualifications, independence and performance; to provide the Board with the results of its monitoring and recommendations derived therefrom; to assist the Board in ensuring the Company’s compliance with legal and regulatory requirements in connection with the Company’s financial reporting process; and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require the attention of the Board. II. MEMBERSHIP The Audit Committee members will be appointed from time to time by, and will serve at the discretion of, the Board. The Audit Committee will be comprised of at least three directors determined by the Board to satisfy the requirements of the NASDAQ Stock Market, Inc. (“NASDAQ”) and applicable federal law, including those that relate to independence. Appointment to the Audit Committee, including the designation of the Chair of the Committee and the designation of any member as an “audit committee financial expert” shall be made by the full Board. III. SCOPE OF RESPONSIBILITIES The scope of the responsibilities of the Audit Committee shall include: Providing oversight and monitoring of the activities of Company management, including without limitation, the chief financial officer and principal accounting officer and controller, and the independent auditors with respect to the Company’s financial reporting and compliance process; Reviewing on a continuing basis the adequacy and effectiveness of the Company’s system of internal controls over financial reporting as well as the Company’s disclosure controls and procedures; Appointing, compensating, retaining, terminating and overseeing the Company’s independent auditors (including resolving disagreements between management and the independent auditors regarding financial reporting), for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, for which the Audit Committee shall have sole and absolute authority; Pre-approving audit and non-audit services provided to the Company by the Company’s independent auditors either (i) before the auditors are engaged by the Company for such services or (ii) pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the Audit Committee is informed of each specific service; Reviewing the independent auditors’ proposed audit scope, approach and independence; Ensuring that the independent auditors must report directly to the audit committee and reviewing the performance of the independent auditors, who shall be accountable to the Board and the Audit Committee as the representatives of the stockholders of the Company, and recommending to the Board and stockholders the appointment of the independent auditors; Requesting and receiving from the independent auditors on a periodic basis a formal written statement delineating all relationships between the auditor and the Company which may adversely impact the auditors’ independence and based on such review, assessing the independence of the auditors, actively engaging in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor and for taking, or recommending that the full board take, appropriate action to oversee the independence of the outside auditor; Obtaining and reviewing on a periodic basis a report from the independent auditors describing the auditors’ internal quality-control procedures, any material issues raised by the most recent internal quality-control review or peer review or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; Establishing a policy regarding the Company’s hiring of current or former employees of the Company’s independent auditors; Directing the Company’s independent auditors to review before filing with the Securities and Exchange Commission the Company’s interim financial statements included in Quarterly Reports on Form 10-Q, using professional standards and procedures for conducting such reviews; Reviewing before release the unaudited quarterly and audited annual operating results in the Company’s quarterly and annual earnings releases; Discussing with the Company’s independent auditors the financial statements and audit findings, including any significant adjustments, management judgments and accounting estimates, significant new accounting policies and disagreements with management and any other matters required to be discussed by Statement on Auditing Standards No. 61, as it may be modified or supplemented; Reviewing with management, before release, the audited financial statements and Management’s Discussion and Analysis included in the Company’s Annual Report on Form 10-K, and recommending to the Board following such review, if IV. appropriate, that the audited financial statements be included in such Annual Report on Form 10-K; Providing a report in the Company’s proxy statement in accordance with the requirements of Item 407 of Regulation S-K and Item 7 of Schedule 14A, or any successor provisions; Reviewing, in conjunction with legal counsel, any legal matters that could have a significant impact on the Company’s financial statements; Establishing procedures for receiving, retaining and treating complaints received by the Company regarding accounting, internal accounting controls, auditing matters or fraudulent financial reporting and procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting internal controls or auditing matters; Reviewing at least annually the Audit Committee’s own structure, processes and membership requirements; Providing oversight and review of the Company’s asset management policies, including without limitation an annual review of the Company’s investment policies and performance for cash and short-term investments; Reviewing and approving related party transactions for potential conflicts of interests; If necessary, instituting special investigation(s) and, as appropriate, hiring special counsel or experts to assist in such investigation(s); Reviewing and reassessing the adequacy of this Charter on not less than an annual basis; and Performing such other duties as may be requested by the Board. MEETINGS The Audit Committee shall meet at least quarterly. The Audit Committee may establish its own schedule, which it shall provide to the Board in advance. The Audit Committee shall meet separately with the independent auditors, without management present, and shall meet with members of management, without the independent auditors present, as it deems appropriate. V. MINUTES The Audit Committee shall maintain written minutes of its meetings, which minutes shall be filed with the minutes of the meetings of the Board. VI. REPORTS Apart from the report prepared for the Company’s proxy statement pursuant to Item 407 of Regulation S-K and Item 7 of Schedule 14A, the Audit Committee shall summarize its examinations and recommendations to the Board from time to time as may be appropriate, consistent with this Charter. VII. COMPENSATION Members of the Audit Committee shall receive such fees, if the Board of Directors in its sole discretion may determine any, for their service as Audit Committee members as. Such fees may include retainers or per meeting fees. Fees may be paid in such form of consideration as is determined by the Board of Directors. Members of the Audit Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board of Directors or any committee thereof. VIII. DELEGATION OF AUTHORITY The Audit committee may delegate to one or more designated members of the Audit Committee the authority to pre-approve audit and permissible non-audit services, provided such pre-approval decision is presented to the full Audit Committee at is scheduled meetings. The Audit Committee may delegate its authority to subcommittees or the Chair of the Audit Committee when it deems appropriate and in the best interest of the Company. IX. FUNDING OF THE AUDIT COMMITTEE’S FUNCTIONS The Company shall provide appropriate funding, as determined by the Audit Committee, for payment of: (i) compensation to any registered public accounting firm 5 engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; (ii) compensation to any advisers employed by the audit committee; and (iii) ordinary administrative expenses of the audit committee that are necessary or appropriate in carrying out its duties. Compensation Committee Compensation Committee Charter I. Purpose The purpose of the Compensation Committee of the Board of Directors (the "Board") of Netflix, Inc., a Delaware corporation (the "Company") shall be to review and approve all forms of compensation to be provided to the executive officers and directors of the Company. The Compensation Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board may from time to time prescribe. II. Statement of Philosophy The Company's philosophy in setting its compensation policies for executive officers is to attract and retain key executive talent that maximizes shareholder value over time. The Compensation Committee believes that executive officers should have sufficient equity or equity-linked compensation so as to align the interests of executive officers with those of the Company's shareholders. III. Membership The Compensation Committee shall consist of a minimum of two non-employee directors of the Company as such members are appointed from time to time by the Board and such members shall serve at the discretion of the Board. The nonemployee director members shall be "non-employee directors" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall also be "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. In addition, the members of the Compensation Committee shall meet the independence requirements of the Nasdaq Stock Market, including any enhanced independence requirements under the rules of the Nasdaq Stock Market related to compensation committee members (except to the extent that the Company has chosen to avail itself of the "exceptional and limited circumstances" exemption from Nasdaq's independence requirement, as set forth in Nasdaq Listing Rule 5605(d)(3)). IV. Scope of Responsibilities The responsibilities of the Compensation Committee include: 1. Reviewing and approving the compensation and compensation policy for executive officers of the Company, and such other employees of the Company as directed by the Board; 2. Reviewing and approving all forms of compensation (including all "plan" compensation, as such term is defined in Item 402(a)(7) of Regulation S-K promulgated by the Securities and Exchange Commission, and all non-plan compensation) to be provided to the executive officers of the Company. The chief executive officer shall not be present during voting or deliberations on his or her compensation; 3. Acting as Administrator (as defined therein) of each of the Company's (i) 2002 Employee Stock Purchase Plan, (ii) 2002 Stock Plan, (iii) 2011 Stock Plan and (iv) such other plans as may be enacted by the Company (collectively, the "Plans"). The Compensation Committee may (i) grant stock options and stock purchase rights and other awards to individuals eligible for such grants, including grants to individuals subject to Section 16 of the Exchange Act in compliance with Rule 16b-3 promulgated thereunder, and (ii) amend such stock options and stock purchase rights and other awards. The Compensation Committee shall also make recommendations to the Board with respect to amendments to the Plans and changes in the number of shares reserved for issuance under the each Plan; 4. Reviewing and making recommendations to the Board regarding other plans that are proposed for adoption or adopted by the Company for the provision 5. 6. 7. 8. of compensation to employees of, directors of and consultants to the Company; Preparing a report (to be included in the Company's proxy statement) which describes: (i) that the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and (ii) that based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Proxy Statement and incorporated into the Company's upcoming Annual Report ; and Authorizing the repurchase of shares from terminated employees pursuant to applicable law. Reviewing and reassessing the adequacy of this Charter periodically, as appropriate and no less than annually, and making recommendations to the Board for any proposed changes. The Compensation Committee shall have the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser. The Compensation Committee shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel and other adviser retained by the Compensation Committee. The Compensation Committee may select a compensation consultant, legal counsel (other than in-house counsel) or other adviser only after taking into consideration the following factors, as well as any other factors identified by Nasdaq (excluding in-house counsel): (1) the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser; (2) the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser; (3) the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; (4) any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Compensation Committee; (5) any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and (6) any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company. Nothing herein shall require any compensation consultant, legal counsel or other adviser to be independent, only that the Compensation Committee consider the six independence factors enumerated above before selecting, or receiving advice from, such a compensation adviser. However, the Compensation Committee is not required to consider the foregoing factors if the compensation consultant, legal counsel or other adviser's services are limited to consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors and that is generally available to all salaried employees or providing information that is either not customized for the Company or that is customized based on parameters that are not developed by the adviser, and about which the adviser does not provide advice. V. Meetings The Compensation Committee shall meet at least one time each year. The Compensation Committee may establish its own meeting schedule. VI. Minutes The Compensation Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. VII. Reports The Compensation Committee will provide reports to the Board from time to time as appropriate, regarding recommendations of the Compensation Committee submitted to the Board for action, and copies of the written minutes of its meetings. VIII. Funding of the Compensation Committee's Functions The Company shall provide appropriate funding (as determined by the Compensation Committee) for the Compensation Committee in its capacity as a committee of the Board in such amounts as determined by the Compensation Committee for payment of reasonable compensation to a compensation consultant, independent legal counsel or any other adviser retained by the Compensation Committee. Nominating & Governance Committee Nominating and Governance Committee Charter I. Purpose The Nominating and Governance Committee (the "Committee") shall, (i) in consultation with the Chief Executive Officer (CEO), evaluate, nominate and approve director nominees for election by the stockholders and for appointment by the Board to fill vacancies and (ii) provide a leadership role with respect to corporate governance of the Company. II. Committee Membership and Organization The Committee shall be comprised of no fewer than two (2) members, each of whom are members of the Board. The members of the Committee shall meet the applicable independence requirements of Nasdaq Stock Market. III. The members of the Committee shall be appointed and may be replaced at any time by the Board. Committee Responsibilities and Authority The responsibilities of the Committee include: Determine periodically, as appropriate, desired Board qualifications, expertise and characteristics, including such factors as business experience, diversity as well as skills and knowledge with respect to technology, finance, marketing, financial reporting and any other areas as may be expected to contribute to an effective Board. With respect to diversity, the Committee may consider such factors as differences of viewpoint, professional experience, education, skill, and other individual qualities and attributes that contribute to board heterogeneity, including characteristics such as race, gender, and national origin. Review from time to time and report to the Board on general corporate governance matters. Recommend to the Board, as appropriate, policies, procedures and practices regarding corporate governance for the Company as may be consistent with any applicable laws, regulations and listing standards. Evaluate, propose and approve nominees for election or appointment to the Board. Consider, evaluate and, as applicable, propose and approve, stockholder nominees for election to the Board. In performing its duties, the Committee shall have the authority to retain, compensate and terminate any search firm to be used to identify director candidates. Form and delegate authority to subcommittees when appropriate. Report to the Board on major items covered in Committee meetings. Review and re-examine this Charter periodically, as appropriate, and make recommendations to the Board for any proposed changes. Periodically review and evaluate, as appropriate, the performance of the Committee. In performing its responsibilities, the Committee shall have the authority to engage and obtain advice, reports or opinions from internal or external counsel and expert advisors. Consider and/or adopt a policy regarding the consideration of candidates for the Board recommended by stockholders, including, if adopted, procedures to be followed by stockholders in submitting recommendations. The Committee shall review the disclosure in the Company's proxy statement for its annual meeting of stockholders relating to Committee functions and shall inform management whether there are any changes that are necessary or appropriate with respect to such disclosure in the proxy statement. Perform such other activities consistent with this Charter, the Company's Bylaws and governing law as the Nominating Committee or the Board deems necessary or appropriate. IV. Meetings The Committee shall meet periodically as necessary to act upon any matter within its jurisdiction. V. Minutes The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. VI. Reports The Committee will provide reports to the Board from time to time as appropriate. The Company's Lead Independent Director is responsible for: Coordinating the activities of the independent directors, and is authorized to call meetings of the independent directors; Coordinating with the Chief Executive Officer and Corporate Secretary to set the agenda for Board meetings, soliciting and taking into account suggestions from other members of the Board; Chairing executive sessions of the independent directors; providing feedback and perspective to the Chief Executive Officer about discussions among the independent directors; and helping facilitate communication between the Chief Executive Officer and the independent directors; Presiding at Board meetings where the Chair is not present; and, Performing other duties assigned from time to time by the Board Committees Executive Officer and Director Compensation Reed Hastings - CEO and Chairman of the Board o Annual Salary - $2,000,000 o Annual Stock Option Allowance - $2,000,000 o Monthly Stock Option Allowance - $166,667 Neil Hunt - Chief Product Officer o Annual Salary - $1,750,000 o Annual Stock Option Allowance - $1,250,000 o Monthly Stock Option Allowance - $104,167 David Hyman - General Counsel and Secretary o Annual Salary - $848,000 o Annual Stock Option Allowance - $552,000 o Monthly Stock Option Allowance - $46,000 Ted Sarandos - Chief Content Officer Annual Salary - $2,200,000 Annual Stock Option Allowance - $1,800,000 Monthly Stock Option Allowance - $150,000 David Wells - Chief Financial Officer o Annual Salary - $770,000 o Annual Stock Option Allowance - $330,000 o Monthly Stock Option Allowance - $27,500 Richard Barton - Audit and Nominating & Governance Committee Member o Total Compensation - $370,903 A. George (Skip) Battle - Compensation Committee Member o Total Compensation - $415,903 Timothy Haley - Audit Committee Member & Compensation Committee Chair o Total Compensation - $370,903 Jay Hoag - Compensation Committee Member and Nominating & Governance Committee Chair o Total Compensation - $370,903 Leslie Kilgore o Total Compensation - $370,196 Ann Mather - Audit Committee Chair o Total Compensation - $404,558 o o o Generic Industry Type Industry The DVD, Game and Video Rental industry in the United States is a shrinking market. With recent technological advances and having the ability to easily stream and download content the industry has been struggling. Consumers are choosing the more convenient alternatives to the detriment of the DVD, Game and Video Rental industry. There has been a decline by 13.7% in the industry from 2008-2013, with an even greater expected decline by 21.2% for 2013-2018. However, it is still a $4.5 billion market with profits of $156.4 million in 2012. The market is highly concentrated with the top three providers owning 79.3% market share, with Netflix Inc. owning 24.3% and top two rivals, Redbox and Blockbuster, owning 45.5% and 9.5% respectively. There are currently 4,294 businesses within the industry spreading out over 10,021 establishments. The products and services that are offered in this industry are shown to the right. Nearly 50% of physical rentals are by kiosks, which explain why Redbox is the market leader. The services are also divided into subscription based rentals, and the traditional brick and mortar rentals. The penetration of streaming media is projected to continue its growth, causing the rental industry to continue its slide. As more and more stores close due to the intense price competition, consumers will begin to migrate to online media, which will further the industry decline. Competition and Driving Factors Netflix Inc.’s competitive rivalry has two sides, internal and external competition. Internal competition stems from stores competing on rental prices and increasing their focus on improved customer service. Companies within this industry promote new releases through TV advertising, holding competition between customers and offering special deals to loyal renters. Discounted rental prices are also offered to customers on days in which are slow and are in low demand. There are many external alternatives that are causing consumers to stop renting the actual copies of videos and games. First would be the option to stream and download that media. This external competition is expected to increase over the next few years, posing a real threat to the industry. The industry is directly affected by consumer spending. During the recession of 2008-09 the industry took a large hit because of the decrease in consumer spending. As the economy begins its rise out of the recession, consumer spending is expected to slowly rise, posing a potential opportunity for the industry. Another driving factor would be the time that consumers spend of leisure and sports. When people spend more time on leisure they are inherently more likely to rent movies that those that don’t. As unemployment continues to decline from the nearly 10% in 2009, the time that consumers will spend on leisure is expected to decrease as they will be more likely to choose more efficient ways to view different media. Barriers to Entry In this industry barriers to entry are medium, but they are increasing. The market is currently shrinking which makes it tough for a new company to enter. It is also highly concentrated which adds to the difficulty of new market entrants. Factors that are affecting entry into this industry include establishing supply agreements and rising competition from other forms of digital media. Supply agreements may limit the release of new rentals because some may be tied to release to certain video chains only, which will make growth conditions difficult for new entrants. Overall, unless there is a drastic overhaul of the system it is unlikely that there will be many new players in the DVD, Game and Video Rental industry. Market Segmentation The market segmentation of this industry is pretty widespread. This is due to the products – physical DVDs, Blu-ray discs and games – are consumed by households and individuals. They are actually most popular with the younger age groups. However, the elder demographics may be more enticing for the long-run because they will be less willing to convert to online streaming and downloading content. Consumption Trends The trends for consumption do not look good for the physical media industry. A 2013 study by Nielsen found that an increasing number of households were opting for different viewing devices as opposed to the traditional television viewing. Another study by Nielsen in 2013 found that two of the home entertainment choices that were growing the fastest were streaming from the Internet for a one-time fee and streaming through Internet subscriptions. These trends are to the detriment of the industry. The more convenient and more efficient ways to watch different media is hurting this market. The streaming industry is growing while the physical rental industry is declining and both trends are expected to continue over the coming years. Regulation/Deregulation This industry and its players are subject to a light level of regulation, with no large changes in the foreseeable future. There are provisions on the copying, rental and sale of the physical media. Piracy is still a large problem for the industry because it has such a negative impact on sales and revenue. Product Innovation The products within the industry – physical DVDs, Blu-ray discs and games – are consumed by households and individuals. The video rental stores are generally more attractive to the younger demographics, teenagers and families. There has been a change in technology over the past few years and the industry has been shaped immensely by it, with the introduction of Blu-ray players and the option to stream media. Key Success Factors In order for a company to succeed in this industry they are going to have to manage many different areas. Ensure appropriate pricing policy – it is crucial for a company to maintain competitive prices to be successful. Supply contracts for key inputs – having movie supply contracts in place will ensure prompt delivery of products to consumers Being part of a group buying, promotion and marketing scheme – companies within a group will have more hassle-free access to major movie release titles. Selling and renting from high profile outlets – working from a high-profile site in an area with easy access, ample parking facilities and extended trading hours will give a competitive advantage. Having top of the line customer service – being able to cater to the unique needs of the buyer base will be important in a largely commodity industry. Ability to effectively manage debts from late returns of rental products – firms must be able to manage debt accumulated from people who do not return their products on time. This can be accomplished through the issuance of late fees. Globalization There is a low level of globalization in the industry due to the fact that the majority of companies are US owned and earns most of their revenue from domestic activities. This level of globalization is expected to decrease in the future along with the industry as a whole. Despite Netflix and Redbox beginning to expand internationally, there are few foreign companies that are participating in this industry. Analysis of Stage in Life Cycle This industry is in the decline stage of the product life cycle. The industry is rapidly shrinking due to rises in more tech savvy and convenient alternatives. There is also a significant consolidation amongst major industry operators. The key features of a declining industry are revenue growing slower than the economy; falling company numbers, while large firms dominate; little technology and process change; declining per capita consumption of good; and stable and clearly segmented products and brands. Netflix would be in the decline stage too, if not for its streaming services that have struck life back into the company. Economies of Scale Netflix currently cannot take advantage of the economies of scale because of the negative growth rate in the industry. They would be able to take advantage if they added more subscribers so they were able to spread their costs out amongst the new additions. Learning Curve Effects Netflix, as well as Redbox, has adapted to the change in the industry. Netflix has been the leader on streaming online content – which has made the company what it is today. Streaming services have been growing exponentially and are expected to continue. Redbox was also one of the first with the kiosk services, which provides very little cost to the company while maintaining most of the revenues. Netflix Vertical Integration Netflix Inc. is participating in forward vertical integration. They are starting to partake in more of the stages along the supply chain. An example would be with their creation of their own series; this allows them to enter into the television production market in addition to their place in the distribution market. Overall Assessment In whole, this industry is on the decline. The external competition is heated which is diminishing the industry’s relevance. The high concentration and deteriorating revenues make new market entries nearly impossible. The trends also point to the future of this industry not looking too bright, physical rentals are projected to decrease, while alternative means are projected to increase. In order for a company to be successful in this industry they have to revolutionize and be ahead of the technological advances, Redbox did this with the kiosks, and Netflix has done it with its streaming services. It is not impossible for a company to become a success in the DVD, Game and Rental Industry; it just requires an intense focus to product innovation and quality control. Industry: DVD, Game & Video Rental in the U.S. Industry Definition Market Size and Growth Rate This industry consists of companies that primarily rent prerecorded physical media, usually discs that contain movies or video games. The industry includes subscriptions for mail-distributed and in-store media rentals, but it excludes on-demand and web streaming rentals. Revenue also includes media sales due to built-up late fees. The industry expends surplus copies of media once initial demand for some movie and game rentals dies down, which contributes to revenue. There are 4,294 businesses within the industry with an annual growth rate from 2008-2013 of -13.7%. The industry is expected to shift to an annual growth rate for the next 5 years from 2013-2018 of -21.2%. Key Rivals & Market Share There are two main rivals within the industry for Netflix Inc., Redbox and Blockbuster. Redbox holds the majority of market share with 45.5%; Netflix has 24.3%, Blockbuster with 9.5% and other companies with the remaining 20.7%. Scope of Competitive Rivalry The competitive rivalry has two sides, internal and external competition. Internal competition stems from stores competing on rental prices and increasing their focus on improved customer service. Companies within this industry promote new releases through TV advertising, holding competition between customers and offering special deals to loyal renters. Discounted rental prices are also offered to customers on days in which are slow and are in low demand. External competition for the industry is where operators benefit from agreements with major motion picture distributors related to releasing films for rental directly after they feature in the theatres. The emergence of digital cable and satellite networks that offer movies on-demand and pay per view where you are able to purchase movies in which just were released in the theatres. Online services offer streaming movies with a subscription basis with no limits on borrowing or late penalties. The ability of streaming media and data with new products such as smartphones and tablets make it instantly available and at a cheaper rate to watch movies. Concentration vs. Fragmentation The industry is highly concentrated. There are 3 major companies dominating the industry, Blockbuster, Redbox, and Netflix. Number of Buyers There are 4,294 businesses within the industry spreading out over 10,021 establishments. Demand Determinants The underlying determinants of demand for the rental purchases of DVDs include economic conditions, changes in technology, consumer needs, movie releases and issues of piracy. Changes of household disposable income can result from fluctuating interest and tax rates. Increased unemployment and rising gas prices have deflated disposable income. Increased competition from similar new services, which serves as direct substitutes to the industry’s offerings. Demand in video-on-demand has enabled higher-quality video to be transmitted to consumers causing them to have alternatives to physical media rentals. The introductions of Blu-ray DVD players have changed the industry performance. As households adopt the newer technologies, the price of newer products for rental and purchases decreases, deflating the industry. Degree of Product Differentiation The industry has three different product and service segmentations, kiosk video rentals, subscription based rentals, and brick and mortar rentals. Kiosk rentals make up 49.2% of the industry revenue, with subscription-based rentals at 26.5% and brick and mortar rentals at 24.3%. The kiosk video rentals are looking to increase marginally over the next few years as the convenient locations and low operating costs continue to benefit consumers and companies alike. Brick and mortar rentals are expected to decline drastically due to the increase in kiosk rentals increasing. Product Innovation The products within the industry – physical DVDs, Blu-ray discs and games – are consumer by households and individuals. Video rental stores are more attractive to younger demographics, teenagers and families. The change in technology over the past few years have shaped the industry immensely, from Blu-ray players to live streaming media. Key Success Factors · Ensuring pricing policy is appropriate – making sure prices are competitive to be successful in the industry. · Being part of a group buying, promotion and marketing scheme – companies within a group will have more hasslefree access to major movie release titles. · Selling and renting from high profile outlets – working from a high-profile site in an area with easy access, ample parking facilities and extended trading hours will give a competitive advantage. · Supply contracts in place for key inputs – having movie supply contracts in place will ensure prompt delivery of products to consumers. · Ability to effectively manage debts from late returns of rental products – firms must be able to manage debt accumulated from people who do not return their products in time. Possibly accomplished through the issuance of late fees. Supply/Demand Conditions The demand for the products within this industry are not declining; the way they are delivered to consumers is changing drastically. Consumers are looking for ease and convenience to rent DVDs, games and videos. The supply end of the industry has changed to where there are now kiosk video rentals, subscription-based rentals and brick and mortar rentals. The industry is offering an array of outlets to get the product customers want. A huge impact on the supply conditions is the introduction of kiosk video rentals, which is projected to make up 49.2% of the industry revenues. Subscription-based rentals and brick and mortar rentals are surprisingly close in relation to industry revenue sharing. The subscription-based rentals have slowed drastically due mainly to the many different, convenient online streaming services. Analysis of Stage in Life Cycle Netflix is in the decline stage of the product life cycle. The industry is rapidly shrinking as a share of the economy. There is an increase in external competition, which is diminishing the industry’s relevance. There is a significant consolidation amongst major industry operators. The key features of a decline industry are revenue grows slower than economy; falling company numbers, while large firms dominate; little technology and process change; declining per capita consumption of good; and stable and clearly segmented products and brands. Netflix is shrinking in economic importance. Pace of Technological Change IBISWorld indicates this industry is experiencing high technological change. Companies are experimenting with different methods of delivering videos to consumers with a broad array of possibilities. Web downloads and industry participants for consumers to stream or rent DVDs are using viewings over the Internet. Computerized stock controls are used to increase efficiency of operations and the majority of stores use them to control stock. Vending machines and kiosks have risen in popularity as technology for the machine has evolved. The increased technology has made the ease of use for a customer the best it has been. Vertical Integration Netflix is participating in forward vertical integration. They are starting to partake in more staged within the supply chain. One example of this is the creation of their own television shows. This allows Netflix to enter into the television production market in addition to their place in the distribution market. Economies of Scale Netflix currently cannot take advantage of the economies of scale because of the negative growth rate. The way they would be able to take advantage of them would be by adding subscribers, the more subscribers the more the costs are spread out. Learning/Experience Curve Effects Netflix has adapted to the change in the DVD, Game and Video Rental industry, as has Redbox. Netflix has pioneered streaming online movie “rentals.” In 2010, Netflix reported that the majority of its subscribers viewed more streaming videos than ordered DVDs through the mail Barriers to Entry Barriers to entry within this industry are currently medium but are increasing. Factors affecting entry into this industry include establishing supply agreements and rising competition from other forms of digital media. The rental market is increasingly shrinking making it hard for new companies to enter the market. Supply agreements may limit the release of new rentals because some may be tied to release to certain video chains only, which will make growth conditions difficult for new players. · · · · · · · Regulation/Deregulation Globalization Trends Competition – High Concentration – High Life Cycle Stage – Decline Capital Intensity – Medium Technology Change – High Regulation and Policy – Light Industry Assistance – Medium The industry is subject to a light and steady level of regulation. It is subject to provisions on the copying, rental and sale of physical media. Piracy is still a significant problem on the industry due to its negative impact on sales and revenue. This industry has a low level of globalization since the majority of companies are US owned and earns most revenue from domestic activity. This industry will be subject to a decreasing level of globalization in the future. Despite Netflix and Redbox expanding internationally, there are no foreign companies participating in this industry. Consumer spending has decreased over the past 2 years, but is still not negative. The industry revenue has increased since 2 years ago, but still is not back to normal levels. Consumption trends are not in the favor of physical media. The competition level is high and the trend is increasing. The barriers to entry are medium and the trend is increasing. Globalization in the industry is low and the trend is steady. The level of regulation is light and the trend is steady. The level of industry assistance is medium and the trend is steady. Organizational Structure Netflix, Inc, Domestic Streaming International Streaming Domestic DVD Revenue by Segment $2,184,868,000 60.53% $1,136,872,000 31.50% $287,542,000 7.97% Netflix Inc. Sales by Segment $287,542,000.00 Domestic Streaming $1,136,872,000.00 $2,184,868,000.00 Financial Analysis Ratios/Graphs Please refer to exhibit A for financial ratio comparisons and graphs. International Streaming Domestic DVD Netflix’s Altman Z-Score Formula Z = 1.2T1 + 1.4T2 + 3.3T3 + 0.6T4 + .999T5 =1.2(0.1671223) + 1.4(0.1020746) + 3.3(0.037546) + 0.6(0.0061834) + .999(0.8082238) =0.20055 + 0.142904 + 0.123902 + 0.00371 + 0.8074156 = 1.278482 T1 = Working Capital/Total Assets 904,560/5,412,563 = 0.1671223 T2 = Retained Earnings/Total Assets 552,485/5,412,563 = 0.1020746 T3 = Earnings Before Interest and Taxes/Total Assets 203,218/5,412,563 = 0.037546 T4 = Market Value of Equity/Book Values of Total Liabilities 25,222.20/4,079,002 = 0.0061834 T5 = Sales/Total Assets 4,374,562/5,412,563 = 0.8082238 According to the Altman Z-Score calculated for Netflix of 1.278482, this indicates the Company is in the distress zone for bankruptcy. Amazon.com’s Altman Z-Score Formula Z = 1.2T1 + 1.4T2 + 3.3T3 + 0.6T4 + .999T5 = 1.2(0.0409622) + 1.4(0.054533) + 3.3(0.016111) + 0.6(0.0619817) + .999(1.8539306) = 0.049155 + 0.07635 + 0.053166 + 0.037189 + 1.8520767 = 2.067937 T1 = Working Capital/Total Assets 1,645,000/40,159,000 = 0.0409622 T2 = Retained Earnings/Total Assets 2,190,000/40,159,000 = 0.0545332 T3 = Earnings Before Interest and Taxes/Total Assets 647,000/40,159,000 = 0.0161110 T4 = Market Value of Equity/Book Values of Total Liabilities 1,885,050/30,413,000 = 0.0619817 T5 = Sales/Total Assets 74,452,000/40,159,000 = 1.8539306 Amazon.com’s Altman Z-Score indicates it is in the “grey” zone for bankruptcy. They are neither in distress nor in the safe zone. Best Buy, Inc.’s Altman Z-Score Formula Z = 1.2T1 + 1.4T2 + 3.3T3 + 0.6T4 + .999T5 = 1.2(0.217584) + 1.4(0) + 3.3(0.084707) + 0.6(0) + .999(2.955113) = 0.2611008 + 0 + 0.2795331 + 0 + 2.9521589 = 3.492793 T1 = Working Capital/Total Assets 3,049,000/14,013,000 = 0.217584 T2 = Retained Earnings/Total Assets 0/14,013,000 = 0 T3 = Earnings Before Interest and Taxes/Total Assets 1,187,000/14.013,000 = 0.084707 T4 = Market Value of Equity/Book Values of Total Liabilities 0/10,024,000 = 0 T5 = Sales/Total Assets 42,410,000/14,013,000 = 2.955113 Best Buy is in the high range of the safe zone for bankruptcy. They are doing the best out of the competitors in the industry. Netflix’s Tobin’s Q Ratio Q Ratio = Total Market Value of Firm/Total Asset Value = 25,222.20/5,412,563 = 0.00465994 Netflix’s Tobin q ratio reflects that the cost to replace its assets is more than the value of the stock. This implies the stock is undervalued. Amazon.com’s Tobin’s Q Ratio Q Ratio = Total Market Value of Firm/Total Asset Value = 1,885,050/40,159,000 = 0.0469597 Amazon’s Tobin q ratio reflects the stock for Amazon is undervalued. Best Buy, Inc.’s Tobin’s Q Ratio Q Ratio = Total Market Value of Firm/Total Asset Value = 0/5,412,563 =0 As of February 2014, Best Buy has no common or preferred stock outstanding. Therefore, their stock prices cannot be valued based on this ratio. Industry Market Share Netflix Inc. Red Box Blockbuster Other Du Pont Chart for Netflix, Inc. (in millions) Return on Equity 10.82% Assets/Equity = 3.59 ROA 2.86% Total Assets Turnover 0.808 Profit Margin: 2.57% Net Income $112,403 Revenues $4,374,562 Revenues $4,374,562 Total Costs $4,262,159 Other Operating Costs $1,919,367 Deprectiation $2,193,306 Total Assets $5,412,563 Sales $4,374,562 Fixed Assests $2,353,800 Current Assets $3,058,763 Cash and Marketable Securities $1,200,405 Taxes $117,34 2 Interest Plus Preferred Dividends $32,144 Other Current Assets $1,858,358 A/R $0 Inventories $0 Du Pont Chart for Amazon.com (in millions) Return on Equity 3.05% Assets/Equity = 3.02 ROA 1.01% Total Assets Turnover 1.85 Profit Margin: 0.37% Net Income $274,000 Revenues $74,452,000 Total Costs $74,178,000 Other Operating Costs $70,294,000 Deprectiation $3,421,000 Fixed Assests $15,534,000 Revenues $74,452,000 Taxes $322,000 Total Assets $40,159,000 Sales $74,452,000 Interest Plus Preferred Dividends $141,000 Current Assets $24,625,000 Cash and Marketable Securities $12,447,000 Other Current Assets $0 Du Pont Chart for Best Buy (in millions) A/R $4,767,000 Inventories $7,411,000 Return on Equity 15.09% Assets/Equity = 3.89 ROA 3.88% Total Assets Turnover 3.03 Profit Margin: 1.25% Net Income $532,000 Revenues $42,410,000 Total Costs $41,878,000 Other Operating Costs $40,662,000 Deprectiation $716,,000 Fixed Assests $3,528,000 Revenues $42,410,000 Taxes $398,000 Total Assets $14,013000 Sales $42,410,000 Interest Plus Preferred Dividends $102,000 Current Assets $10,485,000 Cash and Marketable Securities $2,901,000 Other Current Assets $7,584,000 A/R $0 Inventories $0 Stock Analysis SWOT Analysis Strengths Strong business model provides a superior value proposition Netflix is the world's largest subscription service sending DVDs by mail and streaming movies and TV episodes over the Internet with 30 million subscribers. The company operates an internet-based subscription model, which has done away with many disadvantages experienced in traditional outlets. The number of customers opting for Netflix over the traditional model is on the rise as it offers greater convenience. Netflix also enjoys additional competitive advantages. The company provides more than 100,000 DVD titles, which are not possible for outlets as they cannot stock such a large number of DVDs. Outlets, devote larger space for newer releases and alternatively Netflix can offer old and new titles simultaneously without incurring additional costs. Technology enables customers to sort through the titles easily, which is almost impossible to do so in the traditional model. With Netflix, pay a fixed monthly subscription fee, eliminating due dates, late payment fees, shipping fees and pay-perview fees. Netflix's merchandising practices coupled with its recommendation services provide tools for subscribers to select titles that appeal to individual preferences. Netflix's instant streaming service over the Internet is witnessing escalating growth. There are over 800 devices worldwide that can stream content from Netflix instantly. These include the Microsoft Xbox 360, Nintendo Wii and Sony PS3 consoles; Blu-ray disc players, Internet-connected TVs, home theater systems, digital video recorders and Internet video players; Apple iPhone, iPad and iPod touch, Android devices, as well as Apple TV and Google TV. Devices such as the iPhone, iPad and iPod touch enable viewers to watch movies and TV shows while on the move. Netflix's business model provides customers with the most convenient way to view DVDs as they are delivered to their addresses and the subscribers can return them through pre-paid postage envelopes. The business model that Netflix operates gives it a competitive advantage. Revenue sharing relationships with distributors reduced investments for content acquisition Netflix has several revenue sharing agreements with distributors and content providers. Under these agreements, the company pays a low initial amount to obtain content and then shares the revenues from subscription fees with the content providers or pays a fee based on the usage of the content. This gives the company the advantage of procuring content at a low cost and an additional amount has to be paid only if the subscribers rent the DVD. Netflix is able to provide subscribers with a larger selection of DVDs as the risk of losing investment is less. Such revenue sharing agreements reduce investments for content acquisition and a wide selection offers more choice to customers. Effective marketing and improving customer experience helps in increasing the number of subscriptions Netflix promotes services through various marketing programs, which include online promotions, TV and radio advertising, package inserts and other promotions with third parties. The company also provides a free trial period as a promotional offer to attract new customers. Netflix's consumer electronics partners also help generate new subscribers. In addition, Netflix continues to improve its customer experience by expanding its streaming content, improving user interfaces, as well as expanding its streaming service to more Internet-connected devices. These efforts enable the company to drive additional subscriber growth. The average number of paying subscribers grew from 14,744,000 in 2010 to 21,977,000 in 2011, an increase of 49.1% in the US. Subscriber growth leads to word-of-mouth promotion for Netflix's services, which, in turn, leads to more new subscribers. The increase in total number of subscribers, as well as net subscriber additions leads to increased revenues for the company. Weaknesses Netflix is subject to various legal proceedings. The company is involved in litigation matters and claims, such as claims relating to business practices and patent infringement. In January 2012, a shareholder class action suit was filed in the US District Court for the Northern District of California against the company and certain of its officers and directors alleging that the company issued materially false and misleading statements regarding its business practices and its contracts with content providers. In the same month, another suit was filed against the company alleging virtually identical claims. The complaints allege violation of the federal securities laws and seek unspecified compensatory damages and other relief. Similarly, in March 2010, Parallel Networks filed a complaint for patent infringement against Netflix in the US District Court for the Eastern District of Texas. The complaint alleged that the company infringed a patent entitled ‘method and apparatus for client-server communication using a limited capability client over a low-speed communication link’. Previously, in September 2009, Alcatel-Lucent USA filed a complaint for patent infringement against the company. Between January and April 2009, a number of alleged anti-trust class action suits were filed against Netflix in various US Federal Courts. The complaints alleged that Netflix and Wal-Mart entered into an agreement to divide the market for sales and online rentals of DVDs, which led to higher subscription prices at Netflix. Litigations can be expensive and can disrupt business operations. Legal issues such as these would not only impact the brand image but would also affect Netflix's financial position and results of operations. Opportunities Growing demand for online video streaming has already increased viewership Netflix has been aggressively investing in streaming of movies, TV programs and other videos in high definition to subscribers. Netflix enables subscribers to watch movies and TV shows through the Internet via online streaming. Consumers can stream content through Netflix-ready-internet-enabled devices such as the Microsoft Xbox 360, Nintendo Wii and Sony PS3 consoles; Blu-ray disc players, Internet-connected TVs, home theater systems, digital video recorders and Internet video players; Apple iPhone, iPad and iPod touch; and Android devices. According to industry sources, the total video streams increased by more than 20% in August 2012, compared to December 2011. According to industry sources, in August 2012, Netflix was the top brand in terms of time spent as the average US video viewer spent more than 10 hours watching videos on the site. In FY2011, approximately 73.6% of all new gross domestic unique subscribers chose the unlimited streaming plan. At December 31, 2011, 88.9% of the company’s total domestic unique subscribers had a streaming subscription while less than half (11.1 million) had a DVD subscription. Online video streaming is a high potential market and by investing in this market, Netflix can differentiate itself from competitors. It also leads to faster subscription growth, lower subscription acquisition costs and higher profits. As the market for online streaming grows, Netflix will reap increased benefits, with a positive impact on margins and profits. Growth in online spending will strengthen Netflix's core market Netflix's core business is based on the Internet and is directly related to online consumer spending. According to the US Department of Commerce, online retail sales in the US increased from $144.6 billion in 2009 to $193.7 billion in 2011, representing a compound annual growth rate of 15.7%. e-commerce sales accounted for 4.7% of the total retail sales in the US in 2011 compared to 3% in 2006. Furthermore, in the third quarter of 2012, the online retail sales reached $57 billion, an increase of 3.7% from the second quarter of 2012.With 30 million subscribers, Netflix is the largest company providing Internet based DVD rental service. As Netflix only operates on the online platform, its growth is directly linked to the online spending potential of the consumers. As the outlook in this arena is positive in the longer term, Netflix can penetrate the market effectively by leveraging its dominant position in the e-commerce segment. Strategic partnerships expand subscriber base Netflix has entered into a number of strategic partnerships in the recent past. In December 2012, the company entered into a new multi-year licensing agreement with The Walt Disney Studios to become exclusive US subscription television service provider for first-run live-action and animated feature films from The Walt Disney Studios. Beginning with its 2016 theatrically released feature films, new Disney, Walt Disney Animation Studios, Pixar Animation Studios, Marvel Studios and Disney nature titles will be made available for Netflix members to watch instantly in the pay TV window on multiple platforms. Netflix entered into a new multi-year licensing agreement with The Weinstein Company in February 2012 that makes foreign language, documentary and certain other movies from The Weinstein Company exclusively available for Netflix members in the US to watch instantly. In May 2012, the company entered into a new multi-year licensing agreement with Twentieth Century Fox Distribution to make its TV series and films available for Netflix members to instantly watch in Latin America and Brazil. In November 2011, Netflix entered into a multi-year licensing agreement with Lionsgate UK, a subsidiary of Lions Gate Entertainment Corp, to provide exclusive subscription streaming service in the UK and Ireland for first-run feature films from the studio. Further, in the same month, the company entered into a new multi-year digital licensing agreement with Miramax to bring a broad range of Miramax films to Netflix members in the UK and Ireland. The company, in January 2011, announced the introduction of Netflix One-click remote, which enables subscribers to instantly watch movies and TV shows streamed from Netflix. Major consumer electronics manufacturers such as Haier, Memorex, Panasonic, Samsung, Sharp, Sony, and Toshiba are to place the Netflix one-click button on remote controls. Remote controls for the Boxee, Iomega and Roku set-top boxes also will feature the Netflix one-click remote. This move increases convenience as well as brand awareness of Netflix, which in turn will lead to increase in subscriptions. Strategic partnerships such as these would increase the subscriber base and enhance the topline for Netflix. Threats Cost of delivering DVDs on the rise Netflix delivers DVDs directly to the members' addresses by mail with a postage-paid return envelope. The US Postal Service has increased the postage charges in recent times. The US Postal Service increased the rate for first class postage to 42 cents in May 2008, to 44 cents in May 2009 and to 45 cents again in January 2012.The US Postal Service is expected to raise rates again in subsequent years. Moreover the US Postal Service recently announced changes to its service that would close many of its mail processing facilities and eliminates next day service for first class mail, which will result in slower delivery of the company’s DVDs. If the US Postal Service changes any policies relative to the requirements of first-class mail, including changes in size, weight or machinability qualifications of the company’s DVD envelopes, such changes could result in increased shipping costs or higher breakage for DVDs and could adversely affect the company’s gross margin. Price increases affect subscriber base In the third quarter of 2011, Netflix introduced DVD only plans and separated the unlimited DVDs by mail and unlimited streaming into separate plans. This change enables subscribers to subscribe to a streaming only plan, a DVD only plan or both. As a result, the plan that includes both unlimited streaming and DVDs by mail is no longer on offer. Subscribers who want to subscribe to both streaming and DVD plans need to pay separately for each plan, paying more than its earlier offering. This move resulted in higher than expected customer cancellations with negative reactions from consumers. This could affect market share of the company as customers may cancel their subscriptions and look for alternatives from competitors. The company's results of operations may be adversely impacted. Increasing Internet frauds caution customers and dampen growth rates Netflix maintains personal data on subscribers including billing data and has taken stringent measures to protect its systems from frauds like hacking and credit card fraud. However, in recent times, according to the Internet Crime Complaint Center's (IC3) statistics, Internet fraud has been on a rise. The IC3 is a partnership between the Federal Bureau of Investigation (FBI) and the National White Collar Crime Center (NWC3). It receives Internet related criminal complaints, and after further research, refers them to appropriate law enforcement agencies. During 2011, IC3 registered more than 300,000 complaints, an increase of 3.4% over 2010. According to IC3, in 2011 it has received and processed, on an average, more than 26,000 complaints per month. The trend of increasing Internet frauds tends to increase caution among customers and this will deter the market from growing at a fast pace. According to industry sources, a fake Netflix Android App was in circulation very recently. It looks like the real app but is a fake that steals account information. Using the stolen login information, the accounts of the users could be hacked. Netflix's reputation could be affected and there could be a loss of confidence among consumers due to such incidents. Netflix has to incur high expenses to curb Internet frauds given the trend of their increase in recent times coupled with increase in privacy concerns among customers. In spite of the measures taken, Netflix is still exposed to the risk of hacking and other such related frauds. Market Share Data Graphs Focal Points for Action Short Range If studios and other content providers refuse to license streaming content to us upon acceptable terms, our business could be adversely affected. Our ability to provide our subscribers with content they can watch instantly depends on studios and other content providers 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 providers 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 various content providers to license us content in order to access and stream content. Many of the licenses provide for the studios or other content providers 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 providers have great flexibility in licensing streaming 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 on a transactional basis. Conversely, content providers may license the same content to multiple subscriptionbased services and may do so on different terms and conditions. As such, Netflix and its competitors may offer consumers many of the same content titles but license these at different rates. As competition increases, we may see the cost for programming increase. As we seek to differentiate our service, we are increasingly focused on securing certain exclusive rights when obtaining content. We are also focused on programming an overall mix of content that delights our members in a cost efficient manner. Within this context, we are selective about the titles we add and renew our service. If we do not maintain a compelling mix of content, our subscriber acquisition and retention may be adversely affected. 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, including on an exclusive basis in some cases, 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. 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 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, which terms may include the degree of accessibility and prominence of our service. 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 is declining, and 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-bymail 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. We do not anticipate increasing resources to our DVD operations and the technology used in its operations will not be meaningfully improved. To the extent that we experience service interruptions or other degradations in our DVD-bymail service, subscribers' satisfaction could be negatively impacted and we could experience an increase in DVD-by-mail subscriber cancellations, which could adversely impact our business. 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. 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, 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. 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 and periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of data. Any attempt by hackers to disrupt our service or otherwise access our systems, if successful, could harm our business, be expensive to remedy and damage our reputation. We have implemented certain systems and processes to thwart hackers and to date hackers have not had a material impact on our service or systems however this is no assurance that hackers may not be successful in the future. Our insurance does not cover expenses related to such disruptions or unauthorized access. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to implement and may limit the functionality of or otherwise negatively impact our service offering and systems. Any significant disruption to our service or access to our systems could result in a loss of subscribers and adversely affect our business and results of operation. 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 our own and 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 us or 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 ("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 competes 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. If we experience difficulties with the operation and implementation of Open Connect, our single-purpose Netflix content delivery network (“CDN”), our business and results of operation could be adversely impacted. In addition to general-purpose commercial CDNs, we have enabled Internet service providers ("ISPs") to obtain our streaming content from Open Connect, a single-purpose Netflix content delivery network that we have established. Given our size and growth, we believe it makes economic sense to have our own specialized CDN. We will continue to work with our commercial CDN partners for the next few years, but eventually we expect Open Connect will serve the vast majority of our streaming bits. Open Connect will provide the Netflix bits at no cost to the locations the ISP desires, or ISPs can choose to get the Netflix bits at common Internet exchanges. To the extent ISPs do not interconnect with Open Connect or if we experience difficulties in operating the Open Connect CDN service, our ability to efficiently and effectively deliver our streaming content to our subscribers could be adversely impacted and our business and results of operation could be adversely affected. Failure to implement Open Connect could require us to engage third-party solutions to deliver our content to ISPs, which could increase our costs and negatively affect our operating results. 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 or other, third party recommendation or merchandising technology or interfaces may become more popular with or useful to our subscribers. 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: 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; and Our ability to effectively merchandise and utilize our library will be adversely affected. We rely heavily on our proprietary technology to stream TV shows and movies and to manage other aspects of our operations, 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. Long Range 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 multichannel video programming distributors ("MVPDs") with free TV Everywhere and other on demand 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 features or change the mix of content in a manner that is not favorably received by them, we may not be able to attract and retain 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 unsatisfactory, 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 replacing 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, transactional, 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. The increasingly long-term and fixed cost nature of our content acquisition licenses may limit our operating flexibility and could adversely affect our liquidity and results of operation. In connection with obtaining streaming content, we typically enter into multi-year licenses with studios and other content providers, the payment terms of which are not tied to subscriber usage or the size of our subscriber base (“fixed cost”) but which may be tied to such factors as titles licensed and/or theatrical exhibition receipt. Such contractual commitments are included in the Contractual Obligations section of Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations. Given the multiple-year duration and largely fixed cost nature of content licenses, if subscriber acquisition and retention do not meet our expectations, our margins may be adversely impacted. Payment terms for streaming licenses, especially programming that initially airs in the applicable territory on our service (“original programming”) or that is considered output content, will typically require more up-front cash payments than other licensing agreements. 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 content licensing commitments and accelerated payment requirements of certain licenses. In addition, the long-term and fixed cost nature of our streaming licenses may limit our flexibility in planning for, or reacting to changes in our business and the market segments in which we operate. As we expand internationally, we must license content in advance of entering into a new geographical market. If we license content that is not favorably received by consumers in the applicable territory, acquisition and retention may be adversely impacted and given the long-term and fixed cost nature of our commitments, we may not be able to adjust our content offering quickly and our results of operation may be adversely impacted. Changes in consumer viewing habits, including more widespread usage of TV Everywhere 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 on demand entertainment with interactive capabilities including start, stop and rewind. The devices through which entertainment video can be consumed are also changing rapidly. Today, content from MVPDs 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 change and growth, our business could be adversely affected. We are currently engaged in an effort to expand our operations internationally, scale our streaming service to effectively and reliably handle anticipated growth in both subscribers and features related to our service, as well as continue to operate our DVD service within the U.S. As we expand internationally, we are managing our business to address varied content offerings, consumer customs and practices, in particular those dealing with e-commerce and Internet video, as well as differing legal and regulatory environments. As we scale our streaming service, we are developing technology and utilizing relatively new third-party Internet-based or “cloud” computing services. We have also chosen to separate the technology that operates our DVD-by-mail service from that which runs our streaming operations. If we are not able to manage the growing complexity of our business, including maintaining our DVD operations, and improving, refining or revising our systems and operational practices related to our streaming operations, our business may be adversely affected. If the market segment for online subscription-based entertainment video saturates, our business will be adversely affected. The market segment for online subscription-based entertainment video 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. As we face more competition in our market segment, our rate of growth relative to overall growth in the segment may decline. Further, 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 and retaining subscribers who may have a number of choices from which to obtain entertainment video. To build a strong brand we believe we must continue to offer content and service features that our subscribers value and enjoy. We also believe that these must be coupled with effective consumer communications, such as marketing, customer service and public relations. If our efforts to promote and maintain our brand are not successful, our ability to attract and retain subscribers may be adversely affected. Such a result, coupled with the increasingly longterm and fixed cost nature of our content acquisition licenses, may adversely affect our operating results. From time to time, our subscribers express dissatisfaction with our service, including among other things, our title selection, pricing, and delivery speed 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. In 2011, we made a series of announcements regarding our business, including the separation of our DVD-by-mail and streaming plans with a corresponding price change for some of our customers, the rebranding of our DVD-bymail 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, which negatively affected our operating results. While we have seen significant improvements to our brand since the events of 2011, we nonetheless believe that it will continue to take time to repair our brand to the levels we enjoyed prior to the events of 2011. With respect to our expansion into international markets, 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. Changes in our subscriber acquisition sources could adversely affect our marketing expenses and subscriber levels 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 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, including through social media sites such as Facebook and Twitter, 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. 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 or otherwise prohibit the use of certain acquisition channels, including commercial e-mail and direct mail. We may limit or discontinue use or support of certain marketing sources or activities if we become concerned that subscribers or potential subscribers deem such practices intrusive or damaging to our brand. If the available marketing channels are curtailed, our ability to attract new subscribers may be adversely affected. 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, 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 used in member 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 indemnified to cover claims of these types or liability that may be imposed on us, and we may not have insurance coverage for these types of claims. Changes in U.S. Postal rates or operations could adversely impact our operating results and subscriber satisfaction. 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. Increases in postage delivery rates could adversely affect our Domestic DVD segment's contribution profit. The U.S. Postal Service increased the rate for first class postage on January 23, 2013 to 46 cents. It is expected that the U.S. Postal Service will raise rates again in subsequent years, which would result in increased shipping costs. 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 contribution margin could be adversely affected. For example, the United States Court of Appeals for the District of Columbia recently instructed the Postal Regulatory Commission (PRC) to remedy discrimination by the Postal Service in the processing of DVDs by mail, or to explain adequately why such discrimination is reasonable. While we do not anticipate any material impact to our operations arising from this case, if the PRC institutes a remedy that results in an increase in postage rates or changes the manner in which our DVD shipments are processed, our contribution margin could be adversely affected. If the U.S. Postal Service were to implement other changes to improve its financial position, such as closing mail processing facilities or service reductions, such changes could lead to a decrease in customer satisfaction and our results of operations 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 streaming content stored with Level 3, many 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. For example, Comcast exempted certain of its own Internet video traffic (e.g., Streampix videos to the Xbox 360) from a bandwidth cap that applies to all unaffiliated Internet video traffic (e.g., Netflix videos to the Xbox 360). 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 or otherwise implement discriminatory network management practices, 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 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. 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 have criticized other businesses. 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 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. As our business evolves and as we expand internationally, we may become subject to additional and/or more stringent legal obligations concerning our treatment of customer information. Failure to comply with these obligations could subject us to liability, and to the extent that we need to alter our business model or practices to adapt to these obligations, we could incur additional expenses. 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 and debit cards (together, “payment cards”) by them. Under current payment card practices, to the extent we do not obtain cardholders' signatures, we are liable for fraudulent payment card transactions, even when the associated financial institution approves payment of the orders. From time to time, fraudulent payment cards are used on our Web site to obtain service and access our DVD inventory and streaming. Typically, these payment 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. Increases in payment processing fees, changes to operating rules or the acceptance of new types of payment methods could increase our operating expenses and adversely affect our business and results of operations. Our subscribers pay for our subscription services predominately using payment 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 of 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. 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. We accept payment methods other than payment cards. As our service continues to evolve and expand internationally, we will likely continue to explore accepting various forms of payment, which may have higher fees and costs than our currently accepted payment methods. If more consumers utilize higher cost payment methods, our payment costs could increase and our results of operations could be adversely impacted. 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 we expect to file from time to time for trademark and patent applications. Nevertheless, these applications may not be approved, third parties may challenge any patents or trademarks 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 or misappropriation 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 us 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. 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. Governmental agencies and their designees generally regulate the acquisition and maintenance of domain names. 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. Develop Alternatives Netflix - SWOT Analysis converted to a 9-Cell Matrix STRENGTHS Strong business model provides a superior business proposition. Revenue sharing relationships with distributors reduced investments for content acquisition. Effective marketing and improved customer experience helps in increasing the number of subscriptions. OPPORTUNITIES Capitalize on growing Growing demand for demand for streaming online video streaming by increasing revenuehas already increased sharing relationships. viewership. Growth in Capitalize on growing online spending will subscriber base by strengthen Netflix’s creating new original core market. Strategic content (ie House of partnerships increase Cards). Increase subscriber base. subscriber base by partnerships with Roku, etc. THREATS Focus on growing and Cost of delivering DVDs creasing streaming on the rise. Price content and pahse out increases affect less-profitable subscriber base. activities, such as the Increasing internet DVD market. As frauds caution subscriber base customers and dampen increases, keep prices growth rates. low to attract as many new subscribers as possible. WEAKNESSES Litigations impact brand image and financial position. Outdated content. Continue to create new content such as House of Cards and Orange is the New Black. Increase subscriber base so as to improve free cash flow. Keep prices attractive to prospective subscribers. Work to decrease internet fraud, thereby lowering legal risk. Netflix - Boston Consulting Group Matrix Rumelt’s Classifications According to Richard Rumelts classifications of businesses and multibusiness firms, Netflix would be considered a dominant business. While it has partnerships with other companies and is linked to other businesses which allow it to provide titles and give numerous options as to how they are provided to consumers, Netflix still generates more than 75% of revenues and has not participated in acquisitions as of now. DECISION AND RECOMMENDATION Corporate Level Netflix’s management has continuously executed a successful strategy to accomplish it’s most-important goal: maximizing shareholder value. Netflix is the world’s leading Internet TV network, with more than 44 million members in more than 40 countries around the globe. Members of the company’s service can watch as many movies (and original-content television shows) as they choose, anywhere and at any time on almost any Internetconnected screen, including desk-top and notebook computers, as well as various types of mobile electronic devices. Members can play, pause, and resume watching any of the company’s content without the distraction of commercial advertisements. Through Netflix’s DVD-by-mail service, the company’s members can also receive DVDs and Blueray discs delivered directly to their homes. The Los Gatos, California-based company derives its revenues from monthly membership fees that it charges for its services. Its U.S. streaming membership plans are priced at $7.99 per month for a basic plan, or at $11.99 per month for members who want to watch the company’s videos on up to four devices concurrently. Its foreigncountry streaming membership plans, which are offered in Canada, Latin America, the United Kingdom, Ireland, Finland, Denmark, Sweden and Norway, are priced in terms of a given country’s currency at the equivalent of $7 to $14 per month. The company’s DVD-by-mail membership service ranges from $4.99 to $43.99 per month according to the plan chosen by the member. Members electing access to highdefinition Blu-ray discs in addition to standard-definition DVDs pay a surcharge ranging from $2 to $4 per month for the company’s most popular plans. Netflix has boosted its revenues at a fast pace ever since its founding on Aug. 29, 1997. Except for the year 2012, the company has increased its net profits every year since the company went public during 2002. After growing its revenues to $1.7 billion during 2009, from $1.4 million during 2000, Netflix began offering its services in Canada during September 2010. In 2011, the company launched its streaming services in Latin America, followed by launches in the United Kingdom and Ireland during January 2012; Finland, Denmark, Sweden and Norway in October 2012; and the Netherlands during September 2013. Our research indicates that Netflix will continue to increase its revenues and earnings at a fast pace for at least the next several years. However, that same research indicates that stock market participants are overvaluing the company’s stock substantially at this time. During the next several years, the company plans to continue to expand its services internationally, including a substantial expansion this year in Europe. In addition, the company plans to continue to offer exclusive, original TV shows, like its Emmy and Golden Globe winning House of Cards series, staring Kevin Spacey, that the company launched during 2013. Unlike traditional television networks, Netflix has a major advantage over its competitors in regard to launching a TV show: While the networks need to attract an audience on a given night and at a given time, Netflix can be much more flexible. And, because shows offered via the company’s streaming video service don’t need to compete for scarce prime-time slots like those offered on traditional TV networks, Netflix can allow much more time for its audiences to become familiar with and to enjoy its shows. Hence, the company can offer any of its original content over the course of an entire season instead of providing only pilot episodes of those shows. Business Level We expect to continue to make significant investments to license streaming content both domestically and internationally and will continue to expand our investments in original content. In 2014, we expect to substantially increase our investment in original content (though still representing less than 10% of our overall global content expense). Original content or content that is licensed in an earlier window through an output arrangement will typically, depending upon the terms, require more up-front cash payments relative to the expense and, therefore, future investments could impact our liquidity and result in a use of operating cash. We expect to significantly increase our investments in international expansion, including substantial expansion in Europe in 2014, and in original content. As a result, and to take advantage of the current favorable interest rate environment, we plan to obtain approximately $400 million in long-term debt in the first quarter of 2014. Our ability to obtain this, or any additional financing that we may choose to or need to obtain, will depend on, among other things, our development efforts, business plans, operating performance 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 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. Functional Level Our core strategy is to grow our streaming subscription business domestically and internationally. We are continuously improving our members' experience - expanding our streaming content, with a focus on programming an overall mix of content that delights our customers, 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 (loss) and operating segment contribution profit (loss) targets. We continue to grow our streaming service both domestically and internationally. We began our international expansion with Canada in 2010 and have since launched our service in Latin America and several European territories. We anticipate a substantial expansion of our service in Europe in late 2014. We have also expanded our streaming content offering to include more exclusive and original programming, including several Emmy and Golden Globe nominated original series in 2013. Implementation Who will implement strategy? The c-suite executives and upper level managers will initially implement strategy. These are the people that are making the strategic goals for the company so they have to be the first to show the implementation. Lead by example. Crafting and executing strategy are the core management functions. Among all the things that a manager does, nothing affects the success or failure of a company than how well the management team charts the direction of the company, develop competitively effective strategic moves and business approaches, and pursue internal day-to-day strategic operating excellence. How will the strategy achieve organization-wide commitment? Getting the entire organization to buy-in to the strategic goals is one of the tougher jobs of managers. It is important to first have a compelling vision that is clear and easy to communicate. This will go a long way in dictating the goals to the company. Secondly it needs to be driven from the top. There needs to be a leader that believes that the strategy will work and can motivate and inspire others to want to see it through. Modifying the employee’s beliefs, perceptions and attitudes versus trying to change their behavior by mandate will be crucial in the success of failure of a commitment organization-wide. Are structuring mechanism properly aligned? Are functional area conflicts reconciled to strategy requirements? Does leadership inspire strategy? Leadership can inspire strategy. When employees are inspired they are in turn motivated. Work does not feel like a job anymore but it becomes a passion, and when that point is reached the manager has done his job. Employees become actively engaged and sustained and the organization has the building blocks to really flourish. Do reward systems reinforce appropriate behavior? Reward systems do reinforce appropriate behavior to a certain extent. Employees love to receive rewards for a job well done. Reward systems could be as little as a pat on the back, all the way to monetary incentives. Reward Systems also could negatively affect an employees performance. Employees may take the reward incentive and lose their ethical standards in the process. Monetary rewards make people do unethical actions, which ultimately would be more detrimental to the company in the long run. Are functional issues addressed and resolved in implementation? Yes, and to reiterate; in the short-term our fundamental business has been highly profitable. However, to be profitable over the long-term we must recognize that our profitability will attract competition. We recognize that that we are at the mercy of content providers who have a number of options. They can sell their content directly to the end customers or they can auction it to the highest bidder (streaming-video companies), allowing each to earn a “normal profit”. Is the strategy communicated properly? Yes. We promote discipline, accountability and strategic alignment with clear communication. Netflix recognizes that clear communication is the most important key to our manager’s success. Exhibit A Ratios/Graphs Quick Ratio 2013 2012 2011 Netflix Inc. Amazon.com Best Buy Co. Inc. 0.56 0.75 0 0.45 0.78 0.45 0.65 0.82 0.46 The quick ratio for each year shows that Netflix occupies the middle ranking for liquidity, or its ability to meet its short-term obligations. Sales (in 000s) Netflix Inc. Amazon.com Best Buy Co. Inc. 2013 $ $ $ 4,374,562 $ 74,452,000 $ 42,410,000 $ 2012 3,609,282 $ 61,093,000 $ 49,183,677 $ 2011 3,204,577 48,077,000 50,272,000 We see that Netflix sales pale in comparison to Netflix to Amazon and Best Buy. However, it should be noted that Netflix seels a service and not retail items. Net Income (in 000s) Netflix Inc. Amazon.com Best Buy Co. Inc. 2013 $ $ $ 112,403 $ 274,000 $ 532,000 $ 2012 17,347 $ (39,000) $ (367,363) $ 2011 226,126 631,000 1,277,000 This shows us the volatility of Netflix sales for the last three years. International Sales (in 000s) Netflix Inc. Amazon.com Best Buy Co. Inc. 2013 $ $ $ 1,623,187 $ 29,935,000 $ $ 2012 $ 26,280,000 $ (467,000) $ 2011 21,372,000 449,000 These international sales figures show the dominance of Amazon over its competitors. International Assets (in 000s) Netflix Inc. Amazon.com Best Buy Co. Inc. 2013 $ $ $ $ 14,051,000 $ $ 2012 $ 11,852,000 $ 866,000 $ 2011 8,817,000 1,082,000 Here again we see the dominance of Amazon over its competitors. However, it has to be noted that Netflix is not in the retail business. Netflix doesn’t have assets but sells a service. International Operating Income (in 000s) Netflix Inc. Amazon.com Best Buy Co. Inc. 2013 $ $ $ 164,650 $ 107,000 $ $ 2012 2011 $ 76,000 $ (467,000) $ 640,000 449,000 This figure shows Netflix growing international sales. Selling, Gen. Admin. Expense/Sales Netflix Inc. Amazon.com Best Buy Co. Inc. Dividend Yield on Common Stock Netflix Inc. Amazon.com Best Buy Co. Inc. 2013 $ $ $ 15.64 $ 17.26 $ $ 2012 16.75 $ 15.92 $ 19.23 $ 2011 16.24 14.28 18.64 2013 2012 2011 N/A N/A 16.17% N/A N/A 14.15% N/A N/A 31.94% Price-Earnings Ratio 2013 2012 $9.71 N/A N/A ($1.00) N/A N/A Dividend Payout Ratio 2013 2012 2011 Netflix Inc. Amazon.com Best Buy Co. Inc. N/A N/A N/A N/A N/A N/A N/A N/A -18.12% Internal Cash Flow (in 000s) 2013 2012 2011 2,305,709 $ 3,695,000 $ 769,200 $ 1,719,430 $ 2,120,000 $ 540,274 $ 1,065,745 1,714,000 2,255,000 2013 2012 2011 Netflix Inc. Amazon.com Best Buy Co. Inc. Netflix Inc. Amazon.com Best Buy Co. Inc. Free Cash Flow (in 000s) Netflix Inc. Amazon.com Best Buy Co. Inc. $ $ $ $1,932,982.23 $1,729,960.22 $899,124.60 ($1,190,404.80) ($1,059,560.70) $768,305.08 2011 $1.71 ($3.78) ($0.57) $675,258.06 $591,711.60 $1,351,106.00