Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of ~~October 31, 2008,~~April 30, 2009, there were ~~58,669,096~~57,697,841 shares of the registrant’s common stock, par value $0.001, outstanding.


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30, 2008			September 30, 2007			September 30, 2008			September 30, 2007			March 31, 2009			March 31, 2008
Revenues	$	341,269		$	293,972		$	1,005,066		$	902,985		$	394,098		$	326,183

Cost of revenues:
Subscription		186,573			163,707			567,498			495,734			215,299			187,156
Fulfillment expenses *		37,923			30,746			109,890			90,384			43,969			35,649

Total cost of revenues		224,496			194,453			677,388			586,118			259,268			222,805

Gross profit		116,773			99,519			327,678			316,867			134,830			103,378

Operating expenses:
Technology and development *		23,368			18,112			65,821			52,526			24,200			20,267
Marketing *		49,217			49,149			144,096			166,508			62,242			54,895
General and administrative *		11,742			12,863			38,900			38,834			13,014			13,739
Gain on disposal of DVDs		(1,628	)		(2,310	)		(4,724	)		(5,500	)		(1,097	)		(833	)
Gain on legal settlement		—			—			—			(7,000	)

Total operating expenses		82,699			77,814			244,093			245,368			98,359			88,068

Operating income		34,074			21,705			83,585			71,499			36,471			15,310
Other income (expense):
Interest expense on lease financing obligations		(677	)		(296	)		(1,781	)		(893	)		(670	)		(423	)
Interest and other income (expense)		1,536			5,089			11,600			15,411			1,610			7,660

Income before income taxes		34,933			26,498			93,404			86,017			37,411			22,547
Provision for income taxes		14,562			10,851			33,110			35,100			15,048			9,203

Net income	$	20,371		$	15,647		$	60,294		$	50,917		$	22,363		$	13,344

Net income per share:
Basic	$	0.34		$	0.24		$	0.98		$	0.75		$	0.38		$	0.21

Diluted	$	0.33		$	0.23		$	0.95		$	0.73		$	0.37		$	0.21

Weighted average common shares outstanding:
Basic		60,408			66,469			61,651			67,723			58,734			62,776

Diluted		62,272			68,090			63,658			69,560			60,709			64,840

* Stock-based compensation included in expense line items:
Fulfillment expenses	$	126		$	99		$	340		$	327		$	120		$	106
Technology and development		950			1,002			2,795			2,590			1,071			996
Marketing		460			547			1,424			1,599			443			509
General and administrative		1,499			1,465			4,511			4,218			1,498			1,519


	As of					As of
	September 30, 2008			December 31, 2007		March 31, 2009			December 31, 2008
Assets
Current assets:
Cash and cash equivalents	$	111,524		$	177,439	$	115,131		$	139,881
Short-term investments		139,304			207,703		171,358			157,390
Prepaid expenses		9,982			6,116		8,210			8,122
Prepaid revenue sharing expenses		15,274			6,983		13,957			18,417
Current content library, net							33,299			18,691
Deferred tax assets		7,023			2,254		5,542			5,617
Other current assets		18,268			16,037		17,383			13,329

Total current assets		301,375			416,532		364,880			361,447
Content library, net		122,558			132,455		105,361			98,547
Property and equipment, net		128,541			113,175		123,817			124,948
Deferred tax assets		19,831			16,865		23,107			22,409
Other assets		10,694			4,465		11,513			10,595

Total assets	$	582,999		$	683,492	$	628,678		$	617,946

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	109,277		$	104,445	$	112,767		$	100,344
Accrued expenses		31,625			36,466		32,108			31,394
Current portion lease financing obligations		1,090			823
Current portion of lease financing obligations							1,215			1,152
Deferred revenue		65,897			71,665		80,623			83,127

Total current liabilities		207,889			213,399		226,713			216,017
Lease financing obligations, excluding current portion		38,287			35,652		37,656			37,988
Other liabilities		11,990			4,629		17,997			16,786

Total liabilities		258,166			253,680		282,366			270,791
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 160,000,000 shares authorized at September 30, 2008 and December 31, 2007; 59,119,998 and 64,912,915 issued and outstanding at September 30, 2008 and December 31, 2007, respectively		62			65
Common stock, $0.001 par value; 160,000,000 shares authorized at March 31, 2009 and December 31, 2008; 58,495,014 and 58,862,478 issued and outstanding at March 31, 2009 and December 31, 2008, respectively							63			62
Additional paid-in capital		331,489			402,710		358,620			338,577
Treasury stock at cost (2,991,684 shares)		(90,028	)		—
Treasury stock at cost (4,667,627 and 3,491,084 shares, at March 31, 2009 and December 31, 2008, respectively)							(142,739	)		(100,020	)
Accumulated other comprehensive (loss) income		(2,410	)		1,611		(447	)		84
Retained earnings		85,720			25,426		130,815			108,452

Total stockholders’ equity		324,833			429,812		346,312			347,155

Total liabilities and stockholders’ equity	$	582,999		$	683,492	$	628,678		$	617,946


	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30, 2008			September 30, 2007			September 30, 2008			September 30, 2007			March 31, 2009			March 31, 2008
Cash flows from operating activities:
Net income	$	20,371		$	15,647		$	60,294		$	50,917		$	22,363		$	13,344
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment and intangibles		8,643			5,945			23,313			16,057			9,175			6,584
Amortization of content library		47,596			48,237			162,178			148,664			49,304			57,570
Amortization of discounts and premiums on investments		122			23			436			(48	)		194			139
Stock-based compensation expense		3,035			3,113			9,070			8,734			3,132			3,130
Excess tax benefits from stock-based compensation		(1,093	)		(5,170	)		(4,467	)		(21,264	)		(3,684	)		(820	)
(Gain) loss on disposal of property and equipment		(1	)		128			101			128
Loss (gain) on sale of short-term investments		494			(170	)		(3,746	)		(364	)
Loss on disposal of property and equipment														144			—
Gain on sale of short-term investments														(572	)		(4,320	)
Gain on disposal of DVDs		(3,205	)		(3,937	)		(9,856	)		(11,731	)		(2,033	)		(2,592	)
Deferred taxes		(3,894	)		(358	)		(7,255	)		(1,235	)		(623	)		(859	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(209	)		111			(8,306	)		(4,495	)		(391	)		2,750
Content library														(22,091	)		(23,412	)
Accounts payable		(1,056	)		6,048			6,869			(387	)		8,572			8,680
Accrued expenses		4,730			11,433			(1,994	)		33,376			4,331			7,827
Deferred revenue		(1,989	)		(4,201	)		(5,768	)		(13,357	)		(2,504	)		(3,290	)
Other assets and liabilities		(313	)		814			8,376			1,026			316			(669	)

Net cash provided by operating activities		73,231			77,663			229,245			206,021			65,633			64,062

Cash flows from investing activities:
Purchases of short-term investments		(22,950	)		(51,972	)		(180,841	)		(370,112	)		(52,384	)		(91,954	)
Proceeds from sale of short-term investments		50,609			41,264			247,610			165,379			36,933			175,319
Proceeds from maturities of short-term investments														1,330			—
Purchases of property and equipment		(9,226	)		(7,412	)		(36,319	)		(34,393	)		(6,572	)		(12,431	)
Acquisition of intangible asset		(62	)		—			(1,062	)		—			(200	)		—
Acquisitions of content library		(41,564	)		(39,452	)		(161,862	)		(165,346	)		(46,499	)		(51,316	)
Proceeds from sale of DVDs		3,787			4,760			13,673			17,756			2,726			4,507
Investment in business		—			—			(6,000	)		—			—			(6,000	)
Other assets		3			615			31			779			(2	)		8

Net cash used in investing activities		(19,403	)		(52,197	)		(124,770	)		(385,937	)
Net cash (used in) provided by investing activities														(64,668	)		18,133

Cash flows from financing activities:
Principal payments of lease financing obligations		(234	)		(98	)		(586	)		(290	)		(269	)		(122	)
Proceeds from issuance of common stock		2,576			417			15,642			3,864			13,589			8,542
Excess tax benefits from stock-based compensation		1,093			5,170			4,467			21,264			3,684			820
Repurchases of common stock		(90,028	)		(35,333	)		(189,913	)		(65,548	)		(42,719	)		(99,885	)

Net cash used in financing activities		(86,593	)		(29,844	)		(170,390	)		(40,710	)		(25,715	)		(90,645	)

Net decrease in cash and cash equivalents		(32,765	)		(4,378	)		(65,915	)		(220,626	)		(24,750	)		(8,450	)
Cash and cash equivalents, beginning of period		144,289			184,182			177,439			400,430			139,881			177,439

Cash and cash equivalents, end of period	$	111,524		$	179,804		$	111,524		$	179,804		$	115,131		$	168,989

The accompanying condensed consolidated interim financial statements of Netflix, Inc. and its wholly owned subsidiary (the “Company”) have been prepared in conformity with accounting principles generally accepted in the United States (“U.S.”) and are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2007.~~2008. The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles ~~(“GAAP”)~~ requires management to make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Examples include the estimates of useful lives and residual value of the Company’s content library, the valuation of stock-based compensation and the recognition and measurement of income tax assets and liabilities. The actual results experienced by the Company may differ from management’s estimates.

The interim financial information is unaudited, but reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2007~~2008 filed with the Securities and Exchange Commission (the “SEC”) on February ~~28, 2008.~~25, 2009. Interim results are not necessarily indicative of the results for a full year.

~~The fair value of the Company’s cash and cash equivalents, short-term investments, accounts payable and accrued expenses approximates their carrying value due to their short maturities.~~

The Company classifies cash equivalents and short-term investments in accordance with the Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 115,~~Accounting for Certain Investments in Debt and Equity Securities~~. The Company considers investments in instruments purchased with an original maturity of 90 days or less to be cash equivalents. The Company classifies short-term investments as available-for-sale, which consists of marketable securities with original maturities in excess of 90 days. Short-term investments are reported at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss) within stockholders’ equity in the condensed consolidated balance sheets. The amortization of premiums and discounts, realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in interest and other income (expense) in the condensed consolidated statements of operations. The Company uses the specific identification method to determine cost when calculating realized gains and losses upon the sale of short-term investments.

Short-term investments are reviewed periodically to identify possible other-than-temporary impairment. When evaluating the investments, the Company reviews factors such as length of time and extent to which fair value hasThere have been below cost basis, the financial condition of the issuer and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery in market value. The Company’s short-term investments had no ~~other-than-temporary impairment during the three and nine months ended September 30, 2008 and 2007.~~

As of September 30, 2008 and December 31, 2007, other assets included restricted cash of $1.9 million related to workers’ compensation insurance deposits. In the second quarter of 2008, the Company paid $2.4 million for plaintiffs’ attorneys’ fees and expenses in the~~Chavez vs. Netflix, Inc.lawsuit, of which $2.3 million was included in other current assets as of December 31, 2007.~~

The Company acquires content from studios and distributors through direct purchases, revenue sharing agreements and license agreements. The Company acquires content for the purpose of rental to its subscribers and earns subscription rental revenues and, as such, considers its content library to be a productive asset. Accordingly, the Company classifies its content library as a non-current asset in its condensed consolidated balance sheets. Additionally, in accordance with SFAS No. 95,~~Statement of Cash Flows~~~~, cash outflows for the acquisition of the content library, net of~~material changes in ~~accounts payable, are classified~~our significant accounting policies, as ~~cash flows from investing activities~~compared to the significant accounting policies described in the Company’s ~~condensed consolidated statements of cash flows. This is inclusive of any upfront non-refundable payments required under revenue sharing agreements.~~

~~The Company amortizes its DVDs, less estimated salvage value,~~Annual Report on ~~a “sum-of-the-months” accelerated basis over their estimated useful lives. The useful lives of new release and catalog DVDs are estimated to be one~~Form 10-K for the year and three years, respectively. In estimating the useful lives of the DVDs, the Company takes into account library utilization as well as an estimate for lost or damaged DVDs. Volume purchase discounts received from studios on the purchase of titles are recorded as a reduction of DVD inventory when earned.

The Company provides a salvage value of $3.00 per DVD for direct purchase DVDs that the Company estimates it will sell at the end of their useful lives. For DVDs that the Company does not expect to sell, no salvage value is provided.

Under revenue sharing agreements with studios and distributors, the Company generally obtains titles for a low initial cost in exchange for a commitment to share a percentage of its subscription revenues or a fee, based on utilization, over a fixed period, or the title term, which typically ranges from six to twelve months for each DVD title. The revenue sharing expense associated with the use of each title is expensed to cost of revenues. At the end of the title term, the Company generally has the option of returning the DVD title to the studio, destroying the title or purchasing the title. In addition, the Company remits an upfront non-refundable payment to acquire titles from the studios and distributors under revenue sharing agreements. This payment includes a contractually specified initial fixed license fee that is capitalized and amortized in accordance with the Company’s DVD amortization policy. This payment may also include a contractually specified prepayment of future revenue sharing obligations that is classified as prepaid revenue sharing expense and is charged to expense as future revenue sharing obligations are incurred.

The Company offers movies and TV episodes that can be watched on subscribers’ PCs and TVs via Netflix ready devices (“streaming content”). The Company capitalizes and amortizes license fees on streaming content on a straight-line basis consistent with the terms of the license agreements. Streaming content is also acquired under revenue sharing agreements with studios and distributors. The revenue sharing expense associated with the streaming of content is expensed to cost of revenues.ended December 31, 2008.

Intangible assets are carried at cost less accumulated amortization. The Company amortizes intangible assets with finite lives using the straight-line method over the estimated economic lives of the assets, ranging from approximately 9 to 14 years. Intangible assets are included in other assets in the condensed consolidated balance sheets. See Note 4 to the condensed consolidated financial statements for further discussion.

Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the shorter of the estimated useful lives of the respective assets, generally up to 30 years, or the lease term for leasehold improvements, if applicable. See Note 4 to the condensed consolidated financial statements for further discussion.

~~In accordance with SFAS No. 144,~~~~Accounting for the Impairment or Disposal of Long-Lived Assets~~, long-lived assets, such as content library, property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount in which the carrying amount of an asset group exceeds fair value of the asset group. Impairment charges were not material during the three and nine months ended September 30, 2008 and 2007.

The Company accounts for software development costs, including costs to develop software products or the software component of products to be marketed to external users, as well as software programs to be used solely to meet the Company’s internal needs in accordance with SFAS No. 86,~~Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed~~ ~~and Statement of Position (“SOP”) No. 98-1,~~~~Accounting for Costs of Computer Software Developed or Obtained for Internal Use~~. Costs incurred during the application development stage for software programs to be used solely to meet the Company’s internal needs are capitalized. Capitalized software costs are included in property and equipment, net and are amortized over the estimated useful lives of the software, generally up to three years. The net book value of capitalized software costs is not significant as of September 30, 2008 and December 31, 2007.

Subscription revenues are recognized ratably over each subscriber’s monthly subscription period. Revenues are presented net of the taxes that are collected from customers and remitted to governmental authorities. Refunds to subscribers are recorded as a reduction of revenues. Revenues from advertising sales are recognized upon completion of the related campaign. Deferred revenue consists of subscription revenues billed to subscribers that have not been recognized and gift subscriptions that have not been redeemed.

~~Subscription.~~ Cost of subscription revenues consists of postage and packaging expenses, amortization of the content library and revenue sharing expenses. Revenue sharing expenses are recorded when DVDs are shipped to subscribers or subscribers watch streaming content.

The terms of some revenue sharing agreements with studios obligate the Company to make minimum revenue sharing payments for certain titles. The Company amortizes minimum revenue sharing prepayments (or accretes an amount payable to studios if the payment is due in arrears) as revenue sharing obligations are incurred. A provision for estimated shortfall, if any, on minimum revenue sharing payments is made in the period in which the shortfall becomes probable and can be reasonably estimated. Additionally, the terms of certain purchase agreements with studios provide for rebates based on achieving specified performance levels. The Company accrues for these rebates as earned based on historical title performance and estimates of demand for the titles over the remainder of the title term. Actual rebates may vary which could result in an increase or reduction in the estimated amounts previously accrued.

~~Fulfillment expenses.~~ Fulfillment expenses represent costs incurred in operating and staffing the Company’s shipping centers and customer service location, including costs attributable to receiving, inspecting and warehousing the Company’s content library. Fulfillment expenses also include credit card fees.

Technology and development expenses consist of payroll and related costs incurred in testing, maintaining and modifying the Company’s Web site, recommendation service, telecommunications systems and infrastructure. Technology and development expenses also include costs incurred related to improvements for the delivery of streaming content, other internal-use software systems and the depreciation of the computer hardware and capitalized software used to run the Company’s Web site and store its data.

Marketing expenses consist primarily of advertising costs. Advertising costs include marketing program expenditures and other promotional activities, including revenue sharing expenses, postage and packaging expenses and content amortization related to free trial periods. Advertising costs are expensed as incurred except for advertising production costs, which are expensed the first time the advertising is run.

The Company and its vendors participate in a variety of cooperative advertising programs and other promotional programs in which the vendors provide the Company with cash consideration in exchange for marketing and advertising of the vendor’s products. If the consideration received represents reimbursement of specific incremental and identifiable costs incurred to promote the vendor’s product, it is recorded as an offset to the associated marketing expense incurred. Any reimbursement greater than the specific incremental and identifiable costs incurred is recognized as a reduction in cost of revenues in the Company’s condensed consolidated statements of operations.

The Company accounts for income taxes using the asset and liability method. Deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which future realization is uncertain. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

~~The Company reports comprehensive income or loss in accordance with the provisions of SFAS No. 130,~~~~Reporting Comprehensive Income~~, which establishes standards for reporting comprehensive income and its components in the financial statements. Comprehensive income (loss) consists of unrealized gains and losses on available-for-sale securities, net of tax.

Basic net income per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted net income per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential common shares outstanding during the period. Potential common shares consist primarily of incremental shares issuable upon the assumed exercise of stock options and shares currently purchasable pursuant to the Company’s employee stock purchase plan using the treasury stock method. The computation of net income per share is as follows:

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

~~The Company accounts for stock-based compensation in accordance with SFAS No. 123(R),~~~~Share-Based Payment~~. Vested stock options granted before June 30, 2004 can be exercised up to three months following termination of employment. Vested stock options granted after June 30, 2004 and before January 1, 2007 can be exercised up to one year following termination of employment. Beginning in January 2007, newly-granted employee stock options can be exercised for the full ten year contractual term regardless of employment status. In conjunction with this change, the Company changed its method of calculating the fair value of new stock-based compensation awards granted under its stock option plans from a Black-Scholes model to a lattice-binomial model. See Note 6 to the condensed consolidated financial statements for further discussion.

In ~~May 2008,~~April 2009, the Financial Accounting Standards Board (“FASB”) issued FASB ~~issued~~Staff Positions (“FSP”) No. FAS 157-4,Determining Fair Value When the Volume and Level of Activity for the Asset or Liability has Significantly Decreased and Identifying Transactions That Are Not Orderly, No. FAS 115-2 and FAS 124-2,Recognition and Presentation of Other-Than-Temporary Impairments and No. FAS 107-1 and APB 28-1,Interim Disclosures about Fair Value of Financial Instruments. FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. ~~162,~~157,~~The Hierarchy~~Fair Value Measurements, when the volume and level of ~~Generally Accepted Accounting Principles.~~ ~~SFAS~~activity for the asset or liability have significantly decreased. FSP No. ~~162 identifies~~FAS 115-2 and FAS 124-2 modifies the ~~sources~~requirements for recognizing other-than-temporary impairments of ~~accounting principles~~ debt securities, changes the existing impairment model for those securities, and modifies the presentation and frequency of related disclosures. FSP No. FAS 107-1 and APB 28-1amends FAS No. 107,Disclosures about Fair Value of Financial Instruments,to ~~be used in the preparation~~require disclosures about fair value of financial ~~statements~~instruments for interim reporting periods of ~~nongovernmental entities that~~publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28,Interim Financial Reporting,to require those disclosures in summarized financial information at interim reporting periods. These FSP’s are presented in conformity with GAAP in the U.S. (the GAAP hierarchy). SFAS 162 is effective 60 days following the SEC approval of the Public Company Accounting Oversight Board amendments to AU Section 411,~~The Meaning of “Present Fairly in Conformity with Generally Accepted Accounting Principles”.~~ The Company currently adheres to the GAAP hierarchy as presented in SFAS No. 162, and does not expect the adoption of this standard to have a material impact on its financial position or results of operations.

~~In December 2007, the FASB issued SFAS No. 141(R),~~~~Business Combinations~~~~, to replace SFAS No. 141,~~~~Business Combinations~~. SFAS No. 141(R) requires the use of the acquisition method of accounting, defines the acquirer, establishes the acquisition date and broadens the scope to all transactions and other events in which one entity obtains control over one or more other businesses. This statement is effective for ~~financial statements issued~~interim periods ending after June 15, 2009, with early adoption permitted for ~~fiscal years beginning on or~~periods ending after ~~December~~March 15, ~~2008.~~2009. The Company does not expect the adoption of this standard to have a material ~~impact~~effect on its financial position or results of operations.

Basic net income per share is computed using the ~~FASB issued SFAS No. 159,~~~~The Fair Value Option for Financial Assets and Financial Liabilities.~~SFAS No. 159 allows companies to choose to measure many financial instruments and certain other items at fair value. The statement requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings. SFAS No. 159 also amends certain provisionsweighted-average number of ~~SFAS No. 115,~~~~Accounting for Certain Investments in Debt and Equity Securities~~~~. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, although earlier adoption is permitted. SFAS No. 159 was effective for the Company beginning in the first quarter~~outstanding shares of ~~fiscal 2008. The Company elected to account for the investment in a business under the cost method~~common stock during the ~~first quarter~~period. Diluted net income per share is computed using the weighted-average number of ~~2008. The adoption~~outstanding shares of ~~SFAS No. 159 in~~common stock and, when dilutive, potential common shares outstanding during the ~~first quarter~~period. Potential common shares consist primarily of ~~fiscal 2008 did not impact~~incremental shares issuable upon the assumed exercise of stock options and shares currently purchasable pursuant to the Company’s ~~financial position or results~~employee stock purchase plan using the treasury stock method. The computation of ~~operations.~~

~~In September 2006, the FASB issued SFAS No. 157,~~~~Fair Value Measurements.~~ SFAS No. 157 establishes a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased consistency in how fair value determinations are made under various existing accounting standards which permit, or in some cases require, estimates of fair market value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. In February 2008, the FASB issued FASB Staff Position (“FSP”) No. 157-2, which delays the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years for items within the scope of FSP No. 157-2. Effective January 1, 2008, the Company adopted SFAS No. 157 for financial assets and liabilities recognized at fair value on a recurring basis. The partial adoption of SFAS No. 157 for financial assets and liabilities did not have a material impact on the Company’s financial position or results of operations. In October 2008, the FASB issued FSP No. 157-3,~~Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active~~. FSP No. 157-3 clarifies the application of SFAS No. 157 in cases where a market is not active. The Company has considered FSP No. 157-3 in its determination of estimated fair values as of September 30, 2008, and the impact was not material. See Note 3 to the condensed consolidated financial statements for further discussion.

In June 2004, the Company entered into a lease arrangement whereby the Company leased a building that was constructed by a third party. In June 2006, the Company entered into a similar lease arrangement whereby the Company leased a second building that was constructed by the same third party. Upon commencement of the leases, the Company accounted for both of these arrangements as operating leases under SFAS No. 13,~~Accounting for Leases~~~~, whereby the total minimum lease payment obligations under the leases were recognized as monthly rent expense on a straight-line basis over the terms of the leases.~~

In June 2008, it was determined that because the terms of the original lease agreements required the Company’s involvement in the construction of certain elements of the buildings, under Emerging Issues Task Force (“EITF”) No. 97-10,~~The Effect of Lessee Involvement in Asset Construction~~, the Company was deemed to be the owner (for accounting purposes only) of the buildings subject to the leases during the construction period. The Company should have reflected an asset on its balance sheet for the costs paid by the lessor to construct these buildings, as well as a corresponding liability. Upon completion of construction, the Company did not meet the “sale-leaseback” criteria under SFAS No. 98,Accounting for Leases: Sale-Leaseback Transactions Involving Real Estate, Sales-Type Leases of Real Estate, Definition of the Lease Term, and Initial Direct Costs of Direct Financing Leases; an amendment of FASB Statements No. 13, 66, and 91 and a rescission of FASB Statement No. 26 and Technical Bulletin No. 79-11~~, and therefore should have treated the leases as financing obligations and the assets and corresponding liabilities would not be derecognized.~~

The corrections to the historical financial statements to apply EITF No. 97-10 were considered immaterial and did not affect the total cash payments the Company has made or is obligated to make under the lease agreements, nor did it change the total expense to be recognized over the lease terms. However, the timing and nature of expense is different under this treatment as compared to operating lease treatment. Specifically, the Company should have recognized land lease expense, depreciation expense on the assets it is deemed to own and interest expense on the associated lease financing obligations.

~~As of September 30, 2008, property and equipment,~~ net included $40.7 million for the two buildings described above and related accumulated depreciation of $2.2 million. As of December 31, 2007, property and equipment, net, included $37.2 million and related accumulated depreciation of $1.3 million.

~~The impact of these corrections on the previously presented periods~~income per share is as follows:

~~Condensed Consolidated Statements~~Employee stock options with exercise prices greater than the average market price of ~~Operations~~

~~(in thousands, except per share data)~~the common stock were excluded from the diluted calculation as their inclusion would have been anti-dilutive. The following table summarizes the potential common shares excluded from the diluted calculation:

The Company has also corrected immaterial errors in its previously filed Form 10-K for the year ended December 31, 2007 and will report the adjusted amounts the next time these periods are reported. Net income was reduced by $0.3 million, $0.2 million and $0.1 million for the years ended December 31, 2007, 2006 and 2005, respectively. Net income per share remained unchanged for the years ended December 31, 2007, 2006 and 2005. Total assets were increased by $24.2 million, total liabilities were increased by $24.8 million and shareholders’ equity was reduced by $0.6 million at December 31, 2006. Cash provided by operating activities and cash used in financing activities were increased by $0.4 million and $0.3 million for the years ended December 31, 2007 and 2006, respectively. Cash provided by operating activities and cash used in financing activities remained unchanged for the year ended December 31, 2005.

Short-term investments are classified as available-for-sale securities and are reported at fair value as follows:


										March 31, 2009
										Gross Amortized Cost		Gross Unrealized Gains			Gross Unrealized Losses				Estimated Fair Value
	September 30, 2008
	Gross Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)									(in thousands)
Corporate debt securities	$	28,571	$	76	$	(1,275	)	$	27,372	$	69,845		$	666		$	(738	)		$	69,773
Government and agency securities		89,999		286		(361	)		89,924		86,666			859			(42	)			87,483
Asset and mortgage-backed securities		23,144		56		(1,192	)		22,008
Asset and mortgage backed securities											15,294		119			(1,311	)			14,102

										$	171,805	$	1,644		$	(2,091	)		$	171,358

	$	141,714	$	418	$	(2,828	)	$	139,304
										December 31, 2008
										Gross Amortized Cost		Gross Unrealized Gains			Gross Unrealized Losses				Estimated Fair Value
	December 31, 2007
	Gross Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)									(in thousands)
Corporate debt securities	$	36,445	$	315	$	(85	)	$	36,675	$	45,482		$	440		$	(727	)		$	45,195
Government and agency securities		130,884		2,155		(33	)		133,006		92,378			1,812			(244	)			93,946
Asset and mortgage-backed securities		37,842		307		(127	)		38,022
Asset and mortgage backed securities											19,446		15			(1,212	)			18,249

	$	205,171	$	2,777	$	(245	)	$	207,703	$	157,306	$	2,267		$	(2,183	)		$	157,390

The Company measures certain financial assets at fair value on a recurring basis, including cash equivalents and available-for-sale securities. In accordance with SFAS No. 157, fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, SFAS No. 157 establishes a three-level hierarchy which prioritizes the inputs used in measuring fair value. The three hierarchy levels are defined as follows:

Level ~~1 –~~ 1—Valuations based on unadjusted quoted prices in active markets for identical assets. The fair value of available-for-sale securities included in the Level 1 category is based on quoted prices that are readily and regularly available in an active market. The Level 1 category includes money market funds of ~~$42.9~~$51.4 million, which are included in cash and cash equivalents in the condensed consolidated balance sheets.

Level ~~2 –~~ 2—Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. The fair value of available-for-sale securities included in the Level 2 category is based on the market values obtained from an independent pricing service that were evaluated using pricing models that vary by asset class and may incorporate available trade, bid and other market information and price quotes from well established independent pricing vendors and broker-dealers. The Level 2 category includes short-term investments and cash equivalents of ~~$158.9~~$175.4 million, which are comprised of corporate debt securities, government and agency securities and asset and mortgage-backed securities. Substantially all of the residential and commercial mortgage-backed securities are “AAA” rated. The mortgage bonds owned represent the senior tranches of the capital structure and provide credit enhancement through over-collateralization and their subordination characteristics.

Level ~~3 –~~ 3—Valuations based on inputs that are unobservable and involve management judgment and the reporting entity’s own assumptions about market participants and pricing. The Company has no material Level 3 financial assets measured at fair value on the condensed consolidated balance sheets as of ~~September 30, 2008.~~March 31, 2009.

The hierarchy level assigned to each security in the Company’s available-for-sale portfolio and cash equivalents is based on its assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date. The Company did not have any material financial liabilities that were covered by SFAS No. 157 as of ~~September 30, 2008.~~March 31, 2009.

Content library and accumulated amortization ~~consisted of the following:~~are as follows:


							As of
	As of						March 31, 2009			December 31, 2008
	September 30, 2008			December 31, 2007			March 31, 2009			December 31, 2008
	(in thousands)						(in thousands)
Content library, gross	$	831,734		$	698,704		$	660,566		$	637,336
Less accumulated amortization		(709,176	)		(566,249	)
Less: Accumulated amortization								(521,906	)		(520,098	)

								138,660			117,238
Less: Current content library, net								33,299			18,691

Content library, net	$	122,558		$	132,455		$	105,361		$	98,547

Property and equipment and accumulated depreciation ~~consisted of the following:~~are as follows:

In 2008, the Company capitalized $0.7 million related to the acquisition of certain technology patent licenses. The capitalized patent licenses are being amortized to technology and development in the condensed consolidated statements of operations over the remaining life of the patents, the last of which expires in September 2021.


		As of
	Useful Life	March 31, 2009			December 31, 2008
	Useful Life	March 31, 2009			December 31, 2008
		(in thousands)
Computer equipment	3 years	$	47,981		$	44,598
Other equipment	3-5 years		60,512			59,061
Computer software, including internal-use software	1-3 years		29,979			30,060
Furniture and fixtures	3 years		12,343			12,304
Building	30 years		40,681			40,681
Leasehold improvements	Over life of lease		34,985			33,124
Capital work-in-progress			4,960			3,958

Property and equipment, gross			231,441			223,786
Less: Accumulated depreciation			(107,624	)		(98,838	)

Property and equipment, net		$	123,817		$	124,948

The Company reports comprehensive income or loss in accordance with the provisions of SFAS No. 130,Reporting Comprehensive Income, which establishes standards for reporting comprehensive income and its components in the financial statements. Other comprehensive income consists of unrealized gains and losses on available-for-sale securities, net of tax. The components of comprehensive income are as follows:


	Three Months Ended					Nine Months Ended					Three months ended March 31,
	September 30, 2008			September 30, 2007		September 30, 2008			September 30, 2007		2009			2008
	(in thousands)										(in thousands)
Net income	$	20,371		$	15,647	$	60,294		$	50,917	$	22,363		$	13,344
Other comprehensive income:
Change in unrealized gain (loss) on available-for-sale securities, net of tax		(1,596	)		1,258		(4,021	)		737		(531	)		(1,301	)

Comprehensive income	$	18,775		$	16,905	$	56,273		$	51,654	$	21,832		$	12,043

On ~~March 5, 2008,~~January 26, 2009, the ~~Company’s~~Company announced that its Board of Directors authorized a stock repurchase program ~~allowing~~for 2009. Under this program, the Company ~~to repurchase~~anticipates repurchasing up to ~~$150~~$132 million during the second through fourth quarters of ~~its common stock through the end~~2009. The timing and actual number of ~~2008. During the three months ended September 30, 2008, the Company~~shares repurchased ~~2,991,684 shares of common stock under this program. Shares were purchased at an average~~will depend on various factors including price, of approximately $30 per share for an aggregate amount of approximately $90 million. As the ultimate disposition has not been decided, repurchased shares under this plan are recorded as treasury stock under the cost method. As of September 30, 2008, there were no unsettled share repurchases.

~~On January 31, 2008, the Company’s Board of Directors authorized a stock repurchase program allowing the Company to repurchase up to $100 million of its common stock through the end of 2008.~~corporate and regulatory requirements, alternative investment opportunities and other market conditions. During the three months ended March 31, ~~2008,~~2009, under this program, the Company repurchased 3,847,062 shares of common stock under this program. Shares were purchased at an average price of approximately $26 per share for an aggregate amount of $100 million. Repurchased shares under this plan were accounted for under the retirement method, as all shares repurchased had been retired.

On April 17, 2007, the Company’s Board of Directors authorized a stock repurchase program allowing the Company to repurchase up to $100 million of its common stock through the end of 2007. During the three months ended September 30, 2007, the Company repurchased 2,061,6871,176,543 shares of common stock at an average price of approximately ~~$17~~$36 per share for an aggregate amount of approximately ~~$35~~$43 million. ~~During the nine months ended September 30, 2007, the Company~~Shares repurchased 3,444,149 shares of common stock at an average price of approximately $19 per share for an aggregate amount of $66 million. During the year ended December 31, 2007, the Company repurchased 4,733,788 shares of common stock at an average price of approximately $21 per share for an aggregate amount of $100 million. Repurchased shares under this ~~plan~~program are held as treasury stock and accordingly repurchases were accounted for under the ~~retirement method, as all shares repurchased had been retired.~~treasury method.

In February 2002, the Company adopted the 2002 Employee Stock Purchase Plan (“ESPP”), which reserved a total of 1,166,666 shares of common stock for issuance. The 2002 ESPP also provides for annual increases in the number of shares available for issuance on the first day of each year, beginning with 2003, equal to the lesser of:

Under the Company’s ESPP, employees may purchase common stock of the Company through accumulated payroll deductions. The purchase price of the common stock acquired by employees participating in the ESPP is 85% of the closing price on either the first day of the offering period or the last day of the purchase period, whichever is lower. Through May 1, 2006, offering periods were 24 months, and the purchase periods were six months. Therefore, each offering period included four six-month purchase periods, and the purchase price for each six-month period was determined by comparing the closing prices on the first day of the offering period and the last day of the applicable purchase period. In this manner, the look-back for determining the purchase price was up to 24 months. However, effective May 1, 2006, the ESPP was amended so that the offering and purchase periods take place concurrently in consecutive six-month increments. Therefore, under the amended ESPP, the look-back for determining the purchase price is six months. Employees may invest up to 15% of their gross salary through payroll deductions. In no event shall an employee be permitted to purchase more than 8,334 shares of common stock during any six-month purchase period. As of September 30, 2008, 2,525,464 shares were available for future issuance under the ESPP.

The 1997 Stock Plan provides for the issuance of stock purchase rights, incentive stock options or non-statutory stock options. In November 2007, the 1997 Stock Plan expired and, as a result, there were no shares available for grant, thereafter, under the 1997 Stock Plan.

In February 2002, the Company adopted the 2002 Stock Plan, which was amended and restated in May 2006. The 2002 Stock Plan provides for the grant of incentive stock options to employees and for the grant of non-statutory stock options and stock purchase rights to employees, directors and consultants. As of September 30, 2008, 3,437,268 shares were available for grant under the 2002 Stock Plan.

A summary of option activity during the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 is as follows:

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the ~~third~~first quarter of ~~2008~~2009 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on ~~September 30, 2008.~~March 31, 2009. This amount changes based on the fair market value of the Company’s common stock. Total intrinsic value of options exercised ~~during~~for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2009 and 2008 was ~~$3.5 million and $16.7 million, respectively. Total intrinsic value of options exercised during the three and nine months ended September 30, 2007 was $1.3~~$16.4 million and $6.6 million, respectively.

Cash received from option exercises ~~and purchases under the ESPP~~ for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2009 and 2008 was ~~$2.6~~$13.6 million and ~~$15.6~~$8.5 million, respectively. ~~Cash received from option exercises and purchases under the ESPP for the three and nine months ended September 30, 2007 was $0.4 million and $3.9 million, respectively.~~

The following table summarizes the assumptions used to value option grants using the lattice-binomial model:


	Three Months Ended				Nine Months Ended				Three Months Ended March 31,
	September 30, 2008		September 30, 2007		September 30, 2008		September 30, 2007		2009		2008
Dividend Yield	—		—		—		—
Expected Volatility	50	%	48	%	50% - 54	%	43% - 48	%
Dividend yield									0	%	0	%
Expected volatility									56	%	54	%
Risk-free interest rate	4.00	%	4.92	%	3.69% - 4.00	%	4.65% - 4.92	%	2.60	%	3.86	%
Suboptimal exercise factor	1.77 - 1.90		1.77 - 2.06		1.77 - 2.04		1.77 - 2.09		1.73-1.87		1.77-2.04

~~The fair value of shares issued under the ESPP is estimated using the Black-Scholes option pricing model. The following table summarizes the assumptions used to value shares issued under the ESPP:~~

The Company estimates expected volatility based on a blend of historical volatility of the Company’s common stock and implied volatility of tradable forward call options to purchase shares of its common stock. The Company believes that implied volatility of publicly traded options in its common stock is expected to be more reflective of market conditions and, therefore, can reasonably be expected to be a better indicator of expected volatility than historical volatility of its common stock.

The Company bifurcates its option grants into two employee groupings (executive and non-executive) based on exercise behavior and considers several factors when determining the estimate of expected life for each group, including the historical option exercise behavior and the terms and vesting periods of the options granted. In the ~~nine months ended September 30, 2008,~~first quarter of 2009, the Company used a suboptimal exercise factor ~~ranging from 1.90 to 2.04,~~of 1.87 for executives and ~~1.77~~1.73 for non-executives, which resulted in a calculated expected life of the option grants of four years for executives and three years for non-executives. In the ~~nine months ended September 30, 2007,~~first quarter of 2008, the Company used a suboptimal exercise factor ~~ranging from 2.06 to 2.09~~of 2.04 for executives and 1.77 for non-executives, which resulted in a calculated expected life of ~~five~~four years for executives and ~~four~~three years for non-executives.

The Company bases the risk-free interest rate on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the options. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. The Company does not use a post-vesting termination rate as options are fully vested upon grant date.

The weighted-average fair value of employee stock options granted during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2009 and 2008 was ~~$12.40~~$14.10 and ~~$12.89~~$12.39 per share, respectively. ~~The weighted-average fair value of employee stock options granted during the three and nine months ended September 30, 2007 was $8.15 and $9.34 per share, respectively.~~

The following table summarizes stock-based compensation expense, net of tax, related to stock option plans and ~~ESPP~~employee stock purchases under SFAS No. 123(R) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2009 and 2008 ~~and 2007~~ which was allocated as follows:


	Three Months Ended						Nine Months Ended						Three Months Ended March 31,
	September 30, 2008			September 30, 2007			September 30, 2008			September 30, 2007			2009			2008
	(in thousands)												(in thousands)
Fulfillment expenses	$	126		$	99		$	340		$	327
Fulfillment expense													$	120		$	106
Technology and development		950			1,002			2,795			2,590			1,071			996
Marketing		460			547			1,424			1,599			443			509
General and administrative		1,499			1,465			4,511			4,218			1,498			1,519

Stock-based compensation expense before income taxes		3,035			3,113			9,070			8,734			3,132			3,130
Income tax benefit		(1,266	)		(1,276	)		(3,298	)		(3,560	)		(1,259	)		(1,277	)

Stock-based compensation after income taxes	$	1,769		$	1,837		$	5,772		$	5,174
Total stock-based compensation after income taxes													$	1,873		$	1,853

~~The effective tax rate for the three months ended September 30, 2008 was 41.7%.~~ The provision is primarily for the U.S. federal and state taxes ~~netted with~~offset by the research and development credits claimed during the year. ~~Our~~The Company’s effective tax rate differed from the federal statutory rate primarily due to state tax provision ~~netted with~~offset by the research and development credits claimed. The provision for income taxes for the three months ended ~~September 30,~~March 31, 2009 was $15.0 million. The effective tax rate for the three months ended March 31, 2009 and 2008 is 40.2% and 40.8%, respectively. The decrease in the effective tax rates for the three months ended March 31, 2009 as compared to the same prior-year period was ~~$14.6 million.~~primarily attributable to the impact of stock-based compensation adjustments.

During the periods presented, the tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information. Although the Company believes the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals. The Company’s effective tax rate includes the impact of tax contingency reserves and changes to the reserves, including related interest, as considered appropriate by management. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as non-current liabilities in the condensed consolidated balance sheet. As of January 1, ~~2008,~~2009, the Company had no$10.9 million gross unrecognized tax benefits. During the ~~nine~~three months ended ~~September 30, 2008,~~March 31, 2009, the Company had an increase in gross unrecognized tax benefits of approximately ~~$1.5 million related to its current year tax position and an increase of approximately $9.0 million related to its prior year tax positions.~~$0.3 million. The gross uncertain tax positions, if recognized by the Company, will result in a reduction of approximately ~~$8.0~~$9.0 million to the tax provision which will favorably impact the Company’s effective tax rate.

In accordance with FIN No. 48, the Company recognizes interest and penalties related to uncertain tax positions in income tax expense. Accrued interest and penalties relating to the income tax on the unrecognized tax benefits as of September 30, 2008 were immaterial due to sufficient tax attributes or tax payments available for years prior to fiscal 2008.

The Company anticipates settling $0.3 million of its unrecognized tax benefits over the next twelve months. As a result, this amount was included in the current income taxes payable.

The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is subject to U.S. federal or state income tax examinations by tax authorities for years after 1997. Due to the Company’s ~~taxable~~ loss position for tax purposes in prior years, all tax years are open to examination in the U.S and state jurisdictions. The Company is also open to examination in various state jurisdictions for tax years 2000 and forward, none of which ~~were~~are individually material. ~~The Company does not anticipate the total amount of its unrecognized tax benefits to significantly change over the next twelve months.~~

The Company accounts for streaming content in accordance with SFAS No. 63,Financial Reporting by Broadcasters , which requires classification of streaming content as either a current or non-current asset in the consolidated balance sheets based on the estimated time of usage after certain criteria have been met including availability of the streaming content for its first showing. The Company has $94.5 million of commitments at March 31, 2009 related to streaming content license agreements that have been executed but for which the streaming content does not meet the asset recognition criteria in SFAS 63.

From time to time, in the normal course of its operations, the Company is a party to litigation matters and claims, including claims relating to employee relations and business practices. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and ~~the Company~~we cannot reasonably estimate the likelihood or potential dollar amount of any adverse results. The Company expenses legal fees as incurred. Listed below are material legal proceedings to which the Company is a party. An unfavorable outcome of any of these matters could have a material adverse effect on the Company’s financial position, liquidity or results of operations.

On April 1, 2009, Jay Nunez, individually and on behalf of others similarly situated in California, filed a purported class action lawsuit against the Company in California Superior Court, County of Orange. The complaint asserts claims of unlawful, unfair and deceptive business practices and violation of the California Consumer Legal Remedies Act relating to certain of the Company’s marketing statements. The complaint seeks restitution, injunction and other relief. The Company has not responded to the complaint.

In January and February 2009, a number of purported anti-trust class action suits were filed against the Company. Wal-Mart Stores, Inc. and Walmart.com USA LLC (collectively, Wal-Mart) were also named as defendants in these suits. Most of the suits were filed in the United States District Court for the Northern District of California and other federal district courts around the country. A number of suits were filed in the Superior Court of the State of California, Santa Clara County. The plaintiffs, who are current or former Netflix customers, generally allege that Netflix and Wal-Mart entered into an agreement to divide the markets for sales and online rentals of DVDs in the United States, which resulted in higher Netflix subscription prices. The complaints, which assert violation of federal and/or state antitrust laws, seek injunctive relief, costs (including attorneys’ fees) and damages in an unspecified amount. On January 16, 2009, plaintiffs from one of the Northern District of California actions filed a motion before the Judicial Panel on Multidistrict Litigation to have all cases that have been filed in federal court coordinated or consolidated for pre-trial purposes in the Northern District of California. On April 10, 2009, the Judicial Panel on Multidistrict Litigation ordered all cases pending in federal court transferred to the Northern District of California to be consolidated or coordinated for pre-trial purposes. The Company has not responded to the complaints.

On December 26, 2008, Quito Enterprises, LLC filed a complaint for patent infringement against the Company in the United States District Court for the Southern District of Florida, captionedQuito Enterprises, LLC v. Netflix, Inc., et. al,Civil Action No. 1:08-cv-23543-AJ. The complaint alleges that the Company infringed U.S. Patent No. 5,890,152 entitled “Personal Feedback Browser for Obtaining Media Files” issued on March 30, 1999. The complaint seeks unspecified damages, interest, and seeks to permanently enjoin the Company from infringing the patent in the future.

On October 24, 2008, Media Queue, LLC filed a complaint for patent infringement against the Company in the United States District Court for the Eastern District of Oklahoma, captionedMedia Queue, LLC v. Netflix, Inc., et. al, Civil Action No.
CIV 08-402-KEW. The complaint alleges that the Company infringed U.S. Patent No. 7,389,243 entitled “Notification System and Method for Media Queue” issued on June 17, 2008. The complaint seeks unspecified compensatory and enhanced damages, interest and fees, and seeks to permanently enjoin the ~~defendants~~Company from infringing the patent in the future. On February 24, 2009, the case was transferred to the Northern District of California.

On August 27, 2007, plaintiff/relator Norman Baccash, on behalf of the United States, filed suit against the Company in the United States District Court for the Northern District of Georgia, alleging claims under the False Claims Act, 31 U.S.C. § 3729 et seq. (the “Act”). The complaint was filed under seal, pursuant to the Act, to provide the United States an opportunity to intervene and conduct the action on its own. On June 26, 2008, the United States declined to intervene in the litigation and the complaint was ordered unsealed on July 11, 2008. The complaint alleges that the Company falsely certified that its DVD mailers qualified as machinable under the mailing standards of the United States Postal Service, thereby avoiding $260 million in surcharges for nonmachinable mail. The complaint seeks monetary relief in amount three times the damages suffered by the United States, civil penalties of between $5,500 and $11,000 for each violation of the Act, a monetary award for the relator pursuant to the Act, injunctive relief and costs. On February 2, 2009, the Company filed a motion to dismiss the complaint. On April 9, 2009, the parties stipulated to dismiss the Action against Netflix with prejudice as to Relator and without prejudice as to the United States of America after Relator decided to no longer pursue the Action. On April 10, 2009, the Court entered an Order dismissing the case pursuant to the stipulation.

On December 28, 2007, Parallel Networks, LLC filed a complaint for patent infringement against the Company in the United States District Court for the Eastern District of Texas, captionedParallel Networks, LLC v. Netflix, Inc., et. al, Civil Action No 2:07-cv-562-LED. The complaint alleges that the Company infringed U.S. Patent Nos. 5,894,554 and 6,415,335 B1 entitled “System For Managing Dynamic Web Page Generation Requests by Intercepting Request at Web Server and Routing to Page Server Thereby Releasing Web Server to Process Other Requests” and “System and Method for Managing Dynamic Web Page Generation Requests”, issued on April 13, 1999 and July 2, 2002, respectively. The complaint seeks unspecified compensatory and enhanced damages, interest and fees, and seeks to permanently enjoin the ~~defendants~~Company from infringing the patent in the future.

On October 16, 2007, Refined Recommendation Corporation filed a complaint for patent infringement against the Company in the United States District Court for the Eastern District of New Jersey, captioned~~Refined Recommendation Corporation v. Netflix, Inc.,~~ Civil Action No. 2:07-cv-04981-DMC-MF. The complaint alleges that the Company infringed U.S. Patent No. 6,606,102 entitled “Optimizing Interest Potential”, issued on August 12, 2003. The complaint seeks unspecified compensatory and enhanced damages, interest and fees, and seeks to permanently enjoin the defendants from infringing the patent in the future. On February 15, 2008, the case was transferred to the Northern District of California. On September 16, 2008, the Company entered into a settlement agreement with the plaintiff. On September 24, 2008, pursuant to a stipulation between the parties, the court entered an Order dismissing all claims against the Company with prejudice.

On January 2,3, 2007, Lycos, Inc. filed a complaint for patent infringement against the Company, TiVo, Inc. and Blockbuster, Inc. in the United States District Court for the Eastern District of Virginia. The complaint alleges that the Company infringed U.S. Patents Nos. 5,867,799 and 5,983,214, entitled “Information System and Method for Filtering a Massive Flow of Information Entities to Meet User Information Classification Needs” and “System and Method Employing Individual User Content-Based Data and User Collaboration Feedback Data to Evaluate the Content of an Information Entity in a Large Information Communication Network”, respectively. The complaint seeks unspecified compensatory and enhanced damages, interest and fees and seeks to permanently enjoin the defendants from infringing the patents in the future. On August 6, 2007, the case was transferred to the District of Massachusetts. On June 27, 2008, TiVo, Inc. was dismissed from the litigation pursuant to a stipulation with the plaintiff. On November 21, 2008, the Company filed a motion for summary judgment of non-infringement based on limited issues. The motion is scheduled to be heard on June 15, 2009.

In ~~April 2007, Netflix~~the ordinary course of business, the Company enters into contractual arrangements under which it has agreed to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements and out of intellectual property infringement claims made by third parties. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and, in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has entered into indemnification agreements with its directors and certain of its officers that will require it, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The terms of such obligations vary.

It is not possible to make a ~~license agreement with a company~~reasonable estimate of the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in which an employee had a significant ownership interest at that time. Pursuant to this agreement, Netflix recorded a charge of $2.5 million in technology and development expense in 2007. In January 2008, in conjunction with various arrangements, Netflix paid a total of $6.0 million to this same company, of which $5.7 million was accounted for as an investment under the cost method. The investment is included in other assetseach particular agreement. No amount has been accrued in the accompanying condensed consolidated ~~balance sheet. In conjunction~~financial statements with respect to these ~~arrangements, the employee with the significant ownership interest in the same company terminated his employment with Netflix.~~indemnification obligations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to: statements regarding the breadth of content choices available to ~~statements regarding:~~us, our ~~strategy for delivering streaming content; subscriber growth; operating expenses; interest and other income (expense); liquidity; churn; developments in DVD formats; that~~competitive advantage, the continued popularity of the DVD format, ~~will continue to be~~expectations on the ~~main vehicle for watching~~growth of Internet delivery of content, ~~in the home; the broadening of~~and our distribution capabilities over other platforms; and average revenue per average paying subscriber. These forward-looking statements can be identified by words such as: “will”, “anticipate”, “intend”, “may”, “expect” and derivations thereof.liquidity. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the Annual Report on Form 10-K for the year ended December 31, ~~2007~~2008 filed with the Securities and Exchange Commission ~~(“SEC”)~~ on February ~~28, 2008, in~~25, 2009 and the other Quarterly Reports on Form 10-Q to be filed ~~with the SEC on May 6, 2008 and August 11, 2008~~.by us in 2009.

We assume no obligation to revise or publicly release any revision to any forward-looking statements contained in this Quarterly Report on Form 10-Q.

WeWith more than 10 million subscribers, we are anthe largest online movie rental subscription service in the United States (“U.S.”), providing approximately 8.7 million subscribers access to over 100,000 DVD titles plus a growing library of over 12,000 choices that subscribers can watch on their PCs and TVs via Netflix ready devices (“streaming content”).States. We offer a variety of subscription plans, with no due dates, no late fees, no shipping fees and no ~~shipping~~pay-per-view fees. We provide subscribers access to over 100,000 DVD and Blu-ray titles plus more than 12,000 streaming content choices. Subscribers select titles at our Web site aided by our proprietary recommendation service ~~receive them on DVD~~and merchandising tools. Subscribers can:

Watch streaming content without commercial interruption on personal computers (“PCs”), Intel-based Macintosh computers (“Macs”) and ~~TV episodes~~televisions (“TVs”). The viewing experience is enabled by Netflix controlled software that can ~~be watched~~run on ~~subscribers’~~a variety of devices. These devices include PCs, Macs, Internet connected Blu-ray players, such as those manufactured by LG Electronics and Samsung, set-top boxes, such as TiVo and the Roku Player, game consoles, such as Microsoft’s Xbox 360, and planned for later this year, TVs ~~via Netflix ready devices. The terms~~from Vizio and ~~conditions by which subscribers utilize our service and a more detailed description of how our service works can be found at www.netflix.com/TermsOfUse.~~LG Electronics.

Our core strategy is to grow a large ~~DVD~~ subscription business consisting of DVD by mail and ~~expand into~~ streaming content. We offer over 100,000 titles on DVD. In comparison, the 12,000 content choices available for streaming are relatively limited. We expect to substantially broaden the content choices as ~~that market develops.~~more content becomes available to us. Until such time, by bundling DVD and streaming as part of the Netflix subscription, we are able to offer subscribers a uniquely comprehensive selection of movies

for one low monthly price. We believe this creates a competitive advantage as compared to a streaming only subscription service. This advantage will diminish over time as more content becomes available over the Internet from competing services, by which time we expect to have further developed our other advantages such as brand, distribution, and our proprietary merchandising platform. Despite the growing popularity of Internet delivered content, we expect that ~~the~~standard definition DVD, ~~format,~~ along with its high definition successor, ~~format,~~ Blu-ray ~~Disc,~~(collectively referred to in this Quarterly Report as “DVD”), will continue to be the ~~main vehicle for watching~~primary means by which most Netflix subscribers view content ~~in the home~~ for the foreseeable future. However, at some point in the future, ~~and, by growing a large DVD subscription business,~~ we expect that Internet delivery of content directly to the home will ~~be well positioned to transition our subscribers and our business to stream movies and TV episodes if that becomes the preferred consumer medium for accessing content.~~surpass DVD.

Management periodically reviews certain key business metrics within the context of our articulated performance goals in order to evaluate the effectiveness of our operational strategies, allocate resources and maximize the financial performance of our business. The key business metrics include the following:

Management believes it is useful to monitor these metrics together and not individually as management does not make business decisions based upon any single metric. Please see “Results of Operations” below for further discussion on these key business metrics.

The following represents our performance highlights for the three months ended ~~September 30, 2008, June 30,~~March 31, 2009, December 31, 2008 and ~~September 30, 2007 and the nine months ended September 30, 2008 and September 30, 2007:~~March 31, 2008:

We continue to make progress in the area of streaming content. We have announced several partnerships with technology and consumer electronics companies that will enable our subscribers to stream content directly to their television sets. These partners include Roku, LG, Microsoft, Samsung, and TiVo. The Netflix Player by Roku as well as LG’s BD300 Blu-ray player are currently

~~available for retail purchase. We continue to increase our streaming content offering as well, including recent additions of content from CBS, Disney and Starz Play.~~

We believe that recent deterioration in the economy has slowed our growth. We would anticipate that a continued deterioration in the economy or a prolonged recession would slow the rate of subscriber growth or otherwise impact our business, including churn and subscriber acquisition costs.

There have been no significant changes during the ~~nine~~three months ended ~~September 30, 2008~~March 31, 2009 to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, ~~2007.~~2008.

The following table sets forth, for the periods presented, the line items in our condensed consolidated statements of operations as a percentage of total revenues. The information contained in the table below should be read in conjunction with the condensed consolidated financial statements, notes to the condensed consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Quarterly Report on Form 10-Q.


	Three Months Ended
	March 31, 2009		December 31, 2008		March 31, 2008
Revenues	100.0	%	100.0	%	100.0	%

Cost of revenues:
Subscription	54.6	%	53.9	%	57.4	%
Fulfillment expenses	11.2	%	10.9	%	10.9	%

Total cost of revenues	65.8	%	64.8	%	68.3	%

Gross profit	34.2	%	35.2	%	31.7	%

Operating expenses:
Technology and development	6.1	%	6.7	%	6.2	%
Marketing	15.8	%	15.5	%	16.8	%
General and administrative	3.3	%	3.0	%	4.2	%
Gain on disposal of DVDs	(0.2	)%	(0.5	)%	(0.2	)%

Total operating expenses	25.0	%	24.7	%	27.0	%

Operating income	9.2	%	10.5	%	4.7	%
Other income (expense):
Interest expense on lease financing obligations	(0.2	)%	(0.2	)%	(0.1	)%
Interest and other income (expense)	0.5	%	0.3	%	2.3	%

Income before income taxes	9.5	%	10.6	%	6.9	%
Provision for income taxes	3.8	%	4.3	%	2.8	%

Net income	5.7	%	6.3	%	4.1	%

We currently generate all of our revenues in the United States. We derive substantially all of our revenues from monthly subscription fees and recognize subscription revenues ratably over each subscriber’s monthly subscription period. We record refunds to subscribers as a reduction of revenues.

Three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 as compared to the three ~~and nine~~ months ended ~~September 30, 2007~~March 31, 2008

The increase in our revenues during the three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 as compared to the same prior-year ~~periods~~period was primarily a result of the substantial growth in the average number of paying subscribers. This increase was partly offset by ~~a price reduction for our most popular subscription plans during the second half of 2007 and~~ a decline in the average monthly revenue per paying subscriber, resulting from the ~~continued growth~~growing popularity of our lower ~~cost~~priced subscription plans.

Three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008

The increase in our revenues during the three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008 was primarily a result of the growth in the average number of paying subscribers. ~~This was partly offset by a one-time credit of $6.5 million given to subscribers related to a shipping disruption during the quarter.~~

~~Churn was flat at 4.2% in the third quarter of 2008, as compared with the second quarter of 2008 and the third quarter of 2007.~~

We anticipate that the average revenue per paying subscriber will continue to decline until the mix of new subscribers and existing subscribers is approximately equivalent by subscription plan price point.


	As of						As of
	September 30, 2008		June 30, 2008		September 30, 2007		March 31, 2009		December 31, 2008		March 31, 2008
	(in thousands, except percentages)						(in thousands, except percentages)
Free subscribers	182		176		183		194		226		141
As a percentage of total subscribers	2.1	%	2.1	%	2.6	%	1.9	%	2.4	%	1.7	%
Paid subscribers	8,490		8,235		6,845		10,116		9,164		8,102
As a percentage of total subscribers	97.9	%	97.9	%	97.4	%	98.1	%	97.6	%	98.3	%
Total subscribers	8,672		8,411		7,028		10,310		9,390		8,243


	Three Months Ended									Change				Nine Months Ended						Change		Three Months Ended								Change
	September 30, 2008			June 30, 2008			September 30, 2007			Q3’08 vs. Q3’07		Q3’08 vs Q2’08		September 30, 2008			September 30, 2007			Q3’08 vs. Q3’07		March 31, 2009			December 31, 2008		March 31, 2008			Q1’09 vs. Q1’08		Q1’09 vs. Q4’08
	(in thousands, except percentages)																					(in thousands, except percentages)
Subscription	$	186,573		$	193,769		$	163,707		14.0	%	(3.7	%)	$	567,498		$	495,734		14.5	%	$	215,299		$193,635		$	187,156		15.0	%	11.2	%
As a percentage of revenues		54.7	%		57.4	%		55.6	%						56.5	%		54.9	%				54.6	%	53.9	%		57.4	%

Three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 as compared to the three ~~and nine~~ months ended ~~September 30, 2007~~March 31, 2008

The increase in cost of subscription revenues for the three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 as compared to the same prior-year ~~periods~~period was primarily attributable to the following factors:

Three months ended March 31, 2009 as compared to the three months ended December 31, 2008

The increase in cost of subscription revenues for the three months ended March 31, 2009 as compared to the three months ended December 31, 2008 was primarily attributable to the following factors:

~~Three months ended September 30, 2008 as compared to the three months ended June 30, 2008~~

~~The decrease in cost of subscription revenues for the three months ended September 30, 2008 as compared to the three months ended June 30, 2008 was primarily attributable to the following factors:~~


	Three Months Ended									Change				Nine Months Ended						Change		Three Months Ended									Change
	September 30, 2008			June 30, 2008			September 30, 2007			Q3’08 vs. Q3’07		Q3’08 vs Q2’08		September 30, 2008			September 30, 2007			Q3’08 vs. Q3’07		March 31, 2009			December 31, 2008			March 31, 2008			Q1’09 vs. Q1’08		Q1’09 vs. Q4’08
	(in thousands, except percentages)																					(in thousands, except percentages)
Fulfillment expenses	$	37,923		$	36,318		$	30,746		23.3	%	4.4	%	$	109,890		$	90,384		21.6	%	$	43,969		$	39,211		$	35,649		23.3	%	12.1	%
As a percentage of revenues		11.1	%		10.8	%		10.5	%						10.9	%		10.0	%				11.2	%		10.9	%		10.9	%

Three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 as compared to the three ~~and nine~~ months ended ~~September 30, 2007~~March 31, 2008

The increase in fulfillment expenses for the three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 as compared to the same prior-year ~~periods~~period was primarily attributable to an increase in personnel-related costs resulting from the higher volume of activities in our shipping centers and customer service location, coupled with higher credit card fees as a result of the ~~increase~~growth in ~~revenues from subscriptions.~~the average number of paying subscribers. In addition, the increase in fulfillment expenses was attributable to ~~additional~~an increase in facility-related costs resulting from the addition of new shipping ~~centers.~~centers and the relocation of our central receiving and storage center.

Three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008

The increase in fulfillment expenses for the three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008 was primarily attributable to an increase in personnel-related costs ~~for customer service, as well as~~resulting from the higher volume of activities in our shipping centers due to a seasonal increase in disc usage. In addition, the increase in fulfillment expenses was attributable to an increase in ~~depreciation related to equipment used in our shipping centers. In addition, credit card fees increased~~facility-related costs resulting from the ~~increase in revenues from subscriptions.~~relocation of our central receiving and storage center.

~~Three and nine months ended September 30, 2008 as compared to the three and nine months ended September 30, 2007~~

The increase in gross margin for the three months ended September 30, 2008 as compared to the same prior-year period was primarily attributable to a decrease in content spending as a percentage of revenue, partly offset by an increase in postage and packaging expenses as a result of the increase in postage rates effective in May 2008.

The decrease in gross margin for the nine months ended September 30, 2008 as compared to the same prior-year period was primarily attributable to a reduction in the prices of our most popular subscription plans during the second half of 2007 and increases in postage rates effective May 2007 and May 2008.

Three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~March 31, 2008

The increase in gross margin for the three months ended ~~September 30, 2008~~March 31, 2009 as compared to the same prior-year period was primarily attributable to the popularity of our lower priced plans, which have higher gross margins. In addition, our margins continue to benefit from increased utilization of catalog titles resulting from ongoing improvements in our merchandising and recommendation systems.

Three months ended March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008

The decrease in gross margin for the three months ended March 31, 2009 as compared to the three months ended December 31, 2008 was primarily attributable to ~~a decrease in content spending as a percentage of revenue, driven by a weak new release calendar. This was partly offset by~~ an increase in postage and packaging expenses resulting from ~~the~~an increase in ~~postage rates effective~~monthly DVD rentals per average paying subscriber due to a seasonal increase in ~~May 2008.~~disc usage.


	Three Months Ended									Change				Nine Months Ended						Change		Three Months Ended									Change
	September 30, 2008			June 30, 2008			September 30, 2007			Q3’08 vs. Q3’07		Q3’08 vs Q2’08		September 30, 2008			September 30, 2007			Q3’08 vs. Q3’07		March 31, 2009			December 31, 2008			March 31, 2008			Q1’09 vs. Q1’08		Q1’09 vs. Q4’08
	(in thousands, except percentages)																					(in thousands, except percentages)
Technology and development	$	23,368		$	22,186		$	18,112		29.0	%	5.3	%	$	65,821		$	52,526		25.3	%	$	24,200		$	24,052		$	20,267		19.4	%	0.6	%
As a percentage of revenues		6.8	%		6.6	%		6.2	%						6.5	%		5.9	%				6.1	%		6.7	%		6.2	%

Three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 as compared to the three ~~and nine~~ months ended ~~September 30, 2007~~March 31, 2008

The increase in technology and development expenses for the three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 as compared to the same prior-year ~~periods~~period was primarily attributable to an increase in personnel-related costs due to growth in ~~headcount.~~headcount and expenses related to the development of solutions for streaming content and continued improvements in our service.

Three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008

~~The increase in technology~~Technology and development expenses during the three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008 ~~was primarily attributable to an increase in personnel-related costs.~~

We regularly research and test a variety of potential improvements to our internal hardware and software systems in an effort to improve our productivity and enhance our subscribers’ experiences. As a result, we anticipate that our technology and development expenses will increase on a year-over-year basis for the remainder of 2008.were relatively flat.


	Three Months Ended									Change				Nine Months Ended						Change		Three Months Ended									Change
	September 30, 2008			June 30, 2008			September 30, 2007			Q3’08 vs. Q3’07		Q3’08 vs Q2’08		September 30, 2008			September 30, 2007			Q3’08 vs. Q3’07		March 31, 2009			December 31, 2008			March 31, 2008			Q1’09 vs. Q1’08		Q1’09 vs. Q4’08
	(in thousands, except percentages and subscriber acquisition cost)																					(in thousands, except percentages and subscriber acquisition cost)
Marketing	$	49,217		$	39,984		$	49,149		0.1	%	23.1	%	$	144,096		$	166,508		(13.5	%)	$	62,242		$	55,617		$	54,895		13.4	%	11.9	%
As a percentage of revenues		14.4	%		11.8	%		16.7	%						14.3	%		18.4	%				15.8	%		15.5	%		16.8	%
Other data:
Gross subscriber additions		1,528			1,384			1,297		17.8	%	10.4	%		4,774			3,845		24.2	%		2,413			2,085			1,862		29.6	%	15.7	%
Subscriber acquisition cost	$	32.21		$	28.89		$	37.89		(15.0	%)	11.5	%	$	30.18		$	43.31		(30.3	%)	$	25.79		$	26.67		$	29.48		(12.5	)%	(3.3	)%

Three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 as compared to the three ~~and nine~~ months ended ~~September 30, 2007~~March 31, 2008

~~Marketing~~The increase in marketing expenses for the three months ended ~~September 30, 2008 as compared to the same prior-year period was relatively flat. The decrease in marketing expenses for the nine months ended September 30, 2008~~March 31, 2009 as compared to the same prior-year period was primarily attributable to ~~a decrease~~an increase in marketing program spending, primarily in ~~direct mail~~consumer electronic partner programs and online advertising.

Subscriber acquisition cost decreased for the three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 as compared to the same prior-year ~~periods~~period primarily due to ~~changes~~strong performance in ~~the competitive environment~~all marketing channels coupled with ~~a decrease in marketing spending to offset, in part, the costs of the price decrease we implemented in the second half of 2007.~~strong organic subscriber growth.

Three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008

The increase in marketing expenses during the three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008 was primarily attributable to an increase in marketing program spending, primarily in online ~~advertising, direct mail advertising and inserts.~~

advertising. Subscriber acquisition cost ~~increased~~decreased for the three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008 primarily due to ~~a decline~~strong performance in ~~acquisition rates across~~ all ~~channels.~~

~~We anticipate that~~ marketing ~~expenses will decrease on a year-over-year basis as we reduce marketing spending to offset, in part, the costs of the price decrease we implemented in the second half of 2007.~~channels coupled with strong organic subscriber growth.


	Three Months Ended									Change				Nine Months Ended						Change		Three Months Ended									Change
	September 30, 2008			June 30, 2008			September 30, 2007			Q3’08 vs. Q3’07		Q3’08 vs Q2’08		September 30, 2008			September 30, 2007			Q3’08 vs. Q3’07		March 31, 2009			December 31, 2008			March 31, 2008			Q1’09 vs. Q1’08		Q1’09 vs. Q4’08
	(in thousands, except percentages)																					(in thousands, except percentages)
General and administrative	$	11,742		$	13,419		$	12,863		(8.7	%)	(12.5	%)	$	38,900		$	38,834		0.2	%	$	13,014		$	10,762		$	13,739		(5.3	)%	20.9	%
As a percentage of revenues		3.4	%		4.0	%		4.4	%						3.9	%		4.3	%				3.3	%		3.0	%		4.2	%

Three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 as compared to the three ~~and nine~~ months ended ~~September 30, 2007~~March 31, 2008

The decrease in general and administrative expenses for the three months ended ~~September 30, 2008~~March 31, 2009 as compared to the same prior-year period was primarily attributable to a decrease in personnel-related ~~costs.~~

~~General and administrative expenses for the nine months ended September 30, 2008 as compared~~costs due to ~~the same prior-year period was relatively flat.~~a decrease in headcount offset by an increase in costs related to legal proceedings.

Three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008

The ~~decrease~~increase in general and administrative expenses during the three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008 was primarily attributable to ~~a decrease~~an increase in ~~personnel-related costs.~~

~~We anticipate that general and administrative expenses will decrease on a year-over-year basis for the remainder of 2008 due~~costs related to ~~lower personnel-related costs.~~legal proceedings.

~~On June 25, 2007, we resolved a pending patent litigation with Blockbuster, Inc. As part of the settlement, we received a one-time payment of $7.0 million during the second quarter of 2007.~~

In June 2004 and June 2006, we entered into two separate lease arrangements whereby we leased a building that was constructed by a third party. As discussed in Note 2 of the condensed consolidated financial statements, we have accounted for these leases in accordance with EITF No. 97-10,~~The Effect of Lessee Involvement in Asset Construction~~~~, and SFAS No. 98,~~Accounting for Leases: Sale-Leaseback Transactions Involving Real Estate, Sales-Type Leases of Real Estate, Definition of the Lease Term, and Initial Direct Costs of Direct Financing Leases; an amendment of FASB Statements No. 13, 66, and 91 and a rescission of FASB Statement No. 26 and Technical Bulletin No. 79-11~~, which causes Netflix to be considered the owner (for accounting purposes) of the two buildings.~~

Accordingly, we have recorded assets on our balance sheet for the costs paid by our lessor to construct our headquarters facilities, along with corresponding financing liabilities for amounts equal to these lessor-paid construction costs. The monthly rent payments we make to our lessor under our lease agreements are recorded in our financial statements as land lease expense and principal and interest on the financing liabilities. Interest expense on lease financing obligations reflects the portion of our monthly lease payments that is allocated to interest expense.


	Three Months Ended									Change				Nine Months Ended						Change		Three Months Ended									Change
	September 30, 2008			June 30, 2008			September 30, 2007			Q3’08 vs. Q3’07		Q3’08 vs Q2’08		September 30, 2008			September 30, 2007			Q3’08 vs. Q3’07		March 31, 2009			December 31, 2008			March 31, 2008			Q1’09 vs. Q1’08		Q1’09 vs. Q4’08
	(in thousands, except percentages)																					(in thousands, except percentages)
Interest and other income (expense)	$	1,536		$	2,404		$	5,089		(69.8	%)	(36.1	%)	$	11,600		$	15,411		(24.7	%)	$	1,610		$	852		$	7,660		(79.0	)%	89.0	%
As a percentage of revenues		0.4	%		0.7	%		1.7	%						1.2	%		1.7	%				0.5	%		0.3	%		2.3	%

Three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 as compared to the three ~~and nine~~ months ended ~~September 30, 2007~~March 31, 2008

The decrease in interest and other income (expense) for the three ~~and nine~~ months ended ~~September 30, 2008~~March 31, 2009 as compared with the same prior-year ~~periods~~period was primarily attributable to ~~a lower cash balance resulting~~gains realized from the ~~repurchase~~sale of ~~our common stock.~~short-term investments and higher interest and dividends in the first quarter of 2008.

Three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008

The ~~decrease~~increase in interest and other income (expense) during the three months ended ~~September 30, 2008~~March 31, 2009 as compared to the three months ended ~~June 30,~~December 31, 2008 was primarily attributable to ~~a lower cash balance resulting~~gains realized from the ~~repurchase~~sale of ~~our common stock coupled with a lower yield during~~short-term investments in the ~~third~~first quarter of ~~2008.~~

~~For the remainder of 2008, we anticipate that interest and other income (expense) will consist primarily of interest income.~~2009.


	Three Months Ended									Nine Months Ended						Three Months Ended
	September 30, 2008			June 30, 2008			September 30, 2007			September 30, 2008			September 30, 2007			March 31, 2009			December 31, 2008			March 31, 2008
	(in thousands, except percentages)															(in thousands, except percentages)
Income taxes	$	14,562		$	9,345		$	10,851		$	33,110		$	35,100
Provision for income taxes																$	15,048		$	15,364		$	9,203
Effective tax rate		41.7	%		26.0	%		41.0	%		35.4	%		40.8	%		40.2	%		40.3	%		40.8	%

Our effective tax rate for the first quarter of 2009 was 40.2% and differed from the federal statutory rate due primarily to state taxes offset by the Federal and California R&D tax credit recorded during the quarter. The decrease in our effective tax rate for the three months ended September 30, 2008 was 41.7%. The provision is primarily for the U.S. federal and state taxes netted with the research and development credits claimed during the year. Our effective tax rate differed from the federal statutory rate primarily due to state tax provision netted with the research and development credits claimed. Our effective tax rate for the three months ended September 30, 2008 as compared to the same prior-year period was relatively flat. The decrease in our effective tax rates for the nine months ended June 30, 2008March 31, 2009 as compared to the same prior-year period was primarily attributable to the impact of ~~federal~~stock-based compensation adjustments. The effective tax rate for the three months ended March 31, 2009 differed from the effective tax rate for the period ended December 31, 2008 due to a discrete tax benefit recorded for Federal and ~~state~~State tax ~~credits recorded during the year.~~credits.

Due to our taxable loss position in prior years, all tax years are open to examination in the U.S and state jurisdictions. We are also open to examination in various state jurisdictions for tax years 2000 and forward, none of which were individually material. We do not anticipate the total amount of its unrecognized tax benefits to significantly change over the next twelve months.

As of September 30, 2008, we had cash and cash equivalents of $111.5 million and short-term investments of $139.3 million, for a combined total of $250.8 million. Short-term investments are comprised of corporate debt securities, government and agency securities and asset and mortgage-backed securities. Substantially all of the residential and commercial mortgage-backed securities are “AAA” rated. The mortgage bonds owned represent the senior tranches of the capital structure and provide credit enhancement through over-collateralization and their subordinated characteristics.

We have generated net cash from operations during each quarter since the second quarter of 2001. Many factors will impact our ability to continue to generate and grow cash from our operations including, but not limited to, the number of subscribers who sign up for our service and the growth or reduction in our subscriber base. In addition, we may have or otherwise choose to lower our prices and increase our marketing expenses in order to grow faster or respond to competition. Although we currently anticipate that cash flows from operations, together with our available funds, will be sufficient to meet our cash needs for the foreseeable future, we may require or choose to obtain additional financing. Our ability to obtain financing 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.

Our primary source of liquidity has been cash from operations, which consists mainly of net income adjusted for non-cash items such as amortization of our content library, ~~the~~ depreciation of property and equipment and stock-based compensation related to the

issuance of common stock. Our primary uses of cash include our stock repurchase programs, postage and packaging expenses, the acquisition of content, capital expenditures related to information technology and automation equipment for operations, marketing ~~expenses~~ and fulfillment expenses.

In 2009, operating cash flows is expected to be a significant source of liquidity, while postage and packaging expenses, acquisition of content, marketing and fulfillment expenses are expected to continue to be significant uses of cash. In addition, on January 26, 2009, we announced that our Board of Directors authorized a stock repurchase program allowing us to repurchase our common stock through the end of 2009. Under this program, the Company anticipates repurchasing up to $132 million during the second through fourth quarters of 2009. The timing and actual number of shares repurchased will depend on various factors, including price, corporate and regulatory requirements, alternative investment opportunities and other market conditions. The following table highlights selected measures of our liquidity and capital resources ~~for the three~~as of March 31, 2009 and ~~nine months ended September 30, 2008 and 2007:~~2008:


	Three Months Ended						Nine Months Ended
	September 30, 2008			September 30, 2007			September 30, 2008			September 30, 2007			Three Months Ended
	(in thousands)												March 31, 2009			March 31, 2008
Net cash provided by operating activities	$	73,231		$	77,663		$	229,245		$	206,021		$	65,633		$	64,062
Net cash used in investing activities		(19,403	)		(52,197	)		(124,770	)		(385,937	)
Net cash (used in) provided by investing activities														(64,668	)		18,133
Net cash used in financing activities		(86,593	)		(29,844	)		(170,390	)		(40,710	)		(25,715	)		(90,645	)

~~During the three months ended September 30, 2008, our~~Our operating activities consisted of net income of ~~$20.4~~$22.4 million, increased by non-cash adjustments of ~~$51.7~~$55.0 million ~~and an increase~~offset by a decrease in net changes in operating assets and liabilities of ~~$1.1~~$11.8 million. The majority of the non-cash adjustments resulted from ~~$47.6 million of~~ amortization of the content ~~library.~~library of $49.3 million as we continue to purchase additional titles in order to support our larger subscriber base. The net changes in operating assets and liabilities were mainly driven by acquisitions of streaming content, as we continued to increase our investments in streaming content in 2009. Cash provided by operating activities ~~decreased $4.4~~increased $1.6 million for the three months ended ~~September 30, 2008~~March 31, 2009 as compared to the same prior-year period. This was primarily due to ~~a decrease in net operating assets and liabilities, offset by~~ an increase in net income ~~and non-cash adjustments.~~

~~During the nine months ended September 30, 2008, our operating activities consisted~~ of ~~net income of $60.3~~$9.1 million, ~~increased~~offset by a decrease in non-cash adjustments of ~~$169.8~~$3.8 million and a decrease in net changes in operating assets and liabilities of ~~$0.9~~$3.7 million. The majority of the non-cash adjustments resulted from $162.2 million of amortization of the content library. Our content library increased as we continued to both purchase and license additional content in order to support our larger subscriber base. Cash provided by operating activities increased $23.2 million for the nine months ended September 30, 2008 as compared to the same prior-year period. This was primarily due to a decrease in net operating assets and liabilities, offset by an increase in net income and non-cash adjustments.

~~During the three months ended September 30, 2008, our~~Our investing activities consisted primarily of ~~acquisitions of content,~~ purchases and sales of available-for-sale securities, acquisitions of DVD content and purchases of property and equipment. Cash used in investing activities ~~decreased $32.8~~increased $82.8 million for the three months ended ~~September 30, 2008~~March 31, 2009 as compared to the same prior-year period. This is primarily attributable to a decrease of ~~$29.0 million in purchases of available-for-sale securities coupled with an increase of $9.3~~$137.1 million in the proceeds from the sales ~~of available-for-sale securities.~~

~~During the nine months ended September 30, 2008, our investing activities consisted primarily of purchases~~ and ~~sales~~maturities of available-for-sale securities ~~acquisitions of content and~~offset by a decrease in the purchases of ~~property and equipment. Cash used in investing activities decreased $261.2~~available-for-sale securities of $39.6 million ~~for the nine months ended September 30, 2008~~ as compared to the same prior-year period. This is primarily attributable to a decrease of $189.3 million in purchases of available-for-sale securities coupled with an increase of $82.2 million in the proceeds from the sales of available-for-sale securities as compared to the same prior-year period.

~~During the three months ended September 30, 2008, our~~Our financing activities consisted primarily of the issuance of common stock and repurchases of our common stock. Cash used in financing activities ~~increased $56.7~~decreased by $64.9 million ~~during~~for the three months ended ~~September 30, 2008~~March 31, 2009 as compared to the same prior-year period primarily due to ~~an increase~~a decrease in stock repurchases of ~~$54.7 million.~~

~~During the nine months ended September 30, 2008, our financing activities consisted primarily of repurchases of common stock. Cash used in financing activities increased by $129.7~~$57.2 million ~~during the nine months ended September 30, 2008 as compared to the same prior-year period primarily due to~~coupled with an increase in ~~stock repurchases of $124.4 million. On April 17, 2007, our Board of Directors authorized a stock repurchase program allowing us to repurchase up to $100 million of our common stock through~~ the ~~end of 2007. Under this program, we repurchased 4,733,788 shares~~proceeds from the issuance of common stock ~~at an average price~~ of ~~approximately $21 per share for an aggregate amount of $100~~$5.0 million. On January 31, 2008, our Board of Directors authorized a stock repurchase program allowing us to repurchase up to $100 million of our common stock through the end of 2008. Under this program, we repurchased 3,847,062 shares of common stock at an average price of approximately $26 per share for an aggregate amount of approximately $100 million. On March 5, 2008, our Board of Directors authorized a stock repurchase program allowing us to repurchase up to $150 million of our common stock through the end of 2008. Under this program, we repurchased 2,991,684 shares of common stock at an average price of approximately $30 per share for an aggregate amount of $90 million during the nine months ended September 30, 2008.

Contractual obligations for purchases of goods or services are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. The expected timing of payment of the obligations discussed above is estimated based on the information available to us as of September 30, 2008. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations. The following table summarizes our contractual obligations at September 30, 2008:

In addition to the above contractual obligations, we have certain license agreements with studios that include a maximum number of titles that we may or may not receive in the future. Access to these titles is based on the discretion of the studios and, as such, we may not receive these titles. If we did receive access to the maximum number of titles, we would incur up to an additional $25.4 million in commitments.

As part of our ongoing business, we do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities. Accordingly, our operating results, financial condition and cash flows are not subject to off-balance sheet risks.

We have entered into various non-cancelable operating lease agreements for our offices and distribution centers throughout the U.S. with original lease periods expiring through ~~2013.~~2016. Certain of these leases have free or escalating rent payment provisions. We recognize rent expense on our operating leases on a straight-line basis at the commencement of the lease.

In June 2004, we entered into a seven year lease arrangement for our headquarters in Los Gatos, California. In March 2006, we exercised our option to lease over five years an adjacent building. The buildings were completed in the first quarter of 2006 and 2008, respectively, and each building comprises approximately 80,000 square feet of office space. The terms of the lease agreements required our involvement in the construction of certain elements of the buildings. Upon commencement of the lease, we accounted for both of these arrangements as operating leases, whereby the total minimum lease payment obligations under the leases were recognized as monthly rent expense on a straight-line basis over the term of the lease. In June 2008, we concluded that GAAP requires these leases to be treated as financing obligations, and accordingly have corrected our historical accounting. As we are deemed to be the owner (for accounting purposes only) of the buildings subject to the leases during the construction period, we have recorded an asset as well as a corresponding liability for the costs paid by the lessor to construct these buildings. The corrections were deemed immaterial to our financial statements and did not affect the total cash payments we have made or our payment obligations under the lease agreements. See Note 2 to the condensed consolidated financial statements for further discussion.

In the ordinary course of business, we enter into contractual arrangements under which we agree to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements and out of intellectual property infringement claims made by third parties. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular ~~contract, which procedures typically allow us to challenge the other party’s claims.~~contract. Further, our obligations under these agreements may be limited in terms of time and/or amount, and, in some instances, we may have recourse against third parties for certain ~~payments made by us under these agreements.~~payments. In addition, we have entered into indemnification agreements with our directors and

certain of our officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or ~~officers or in other capacities in which we ask them to serve.~~officers. The terms of such obligations vary.

It is not possible to make a reasonable estimate of the maximum potential amount of future payments under these or similar agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. No amount has been accrued in the accompanying condensed consolidated financial statements with respect to these indemnification obligations.

In ~~May 2008,~~April 2009, the FASB issued ~~Statement~~FASB Staff Positions (“FSP”) No. FAS 157-4,Determining Fair Value When the Volume and Level of Activity for the Asset or Liability has Significantly Decreased and Identifying Transactions That Are Not Orderly, No. FAS 115-2 and FAS 124-2,Recognition and Presentation of Other-Than-Temporary Impairments and No. FAS 107-1 and APB 28-1,Interim Disclosures about Fair Value of Financial ~~Accounting Standard (“SFAS”) No. 162,~~~~The Hierarchy of Generally Accepted Accounting Principles.~~Instruments. FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. ~~162 identifies~~157,Fair Value Measurements, when the ~~sources~~volume and level of ~~accounting principles~~ activity for the asset or liability have significantly decreased. FSP FAS 115-2 and FAS 124-2 modifies the requirements for recognizing other-than-temporary impairments of debt securities, changes the existing impairment model for those securities, and modifies the presentation and frequency of related disclosures. FSP FAS 107-1 and APB 28-1amends FAS No. 107,Disclosures about Fair Value of Financial Instruments,to ~~be used in the preparation~~require disclosures about fair value of financial ~~statements~~instruments for interim reporting periods of ~~nongovernmental entities that~~publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28,Interim Financial Reporting,to require those disclosures in summarized financial information at interim reporting periods. These FSP’s are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). SFAS 162 is effective 60 days following the Securities and Exchange Commission approval of the Public Company Accounting Oversight Board amendments to AU Section 411,~~The Meaning of “Present Fairly in Conformity with Generally Accepted Accounting Principles”.~~ We currently adhere to the hierarchy of GAAP as presented in SFAS No. 162, and do not expect the adoption of this standard to have a material impact on our financial position or results of operations.

~~In December 2007, the FASB issued SFAS No. 141(R),~~~~Business Combinations~~~~, to replace SFAS No. 141,~~~~Business Combinations~~. SFAS No. 141(R) requires the use of the acquisition method of accounting, defines the acquirer, establishes the acquisition date and broadens the scope to all transactions and other events in which one entity obtains control over one or more other businesses. This statement is effective for ~~financial statements issued~~interim periods ending after June 15, 2009, with early adoption permitted for ~~fiscal years beginning on or~~periods ending after ~~December~~March 15, ~~2008.~~2009. We do not expect the adoption of this standard to have a material ~~impact~~effect on our financial position or results of operations.

~~In February 2007, the FASB issued SFAS No. 159,~~~~The Fair Value Option for Financial Assets~~Item 3. Quantitative and ~~Financial Liabilities.~~SFAS No. 159 allows companies to choose to measure many financial instruments and certain other items at fair value. The statement requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings. SFAS No. 159 also amends certain provisions of SFAS No. 115,~~Accounting for Certain Investments in Debt and Equity Securities~~. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, although earlier adoption is permitted. SFAS No. 159 was effective for us beginning in the first quarter of fiscal 2008. We elected to account for the investment in a business under the cost method during the first quarter of 2008. The adoption of SFAS No. 159 in the first quarter of fiscal 2008 did not impact our financial position or results of operations.Qualitative Disclosures About Market Risk

~~In September 2006, the FASB issued SFAS No. 157,~~~~Fair Value Measurements.~~ SFAS No. 157 establishes a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased consistency in how fair value determinations are made under various existing accounting standards which permit, or in some cases require, estimates of fair market value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. In February 2008, the FASB issued FASB Staff Position (“FSP”) No. 157-2, which delays the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years for items within the scope of FSP No. 157-2. Effective January 1, 2008, we adopted SFAS No. 157 for financial assets and liabilities recognized at fair value on a recurring basis. The partial adoption of SFAS No. 157 for financial assets and liabilities did not have a material impact on our financial position or results of operations. In October 2008, the FASB issued FSP No. 157-3,~~Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active~~. FSP No. 157-3 clarifies the application of SFAS No. 157 in cases where a market is not active. We have considered FSP No. 157-3 in our determination of estimated fair values as of September 30, 2008 and the impact was not material. See Note 3 to the condensed consolidated financial statements for further discussion.

For financial market risks related to changes in interest rates, reference is made to Item 7A “Quantitative and Qualitative Disclosures About Market Risk” contained in Part II of our Annual Report on Form 10-K for the year ended December 31, ~~2007.~~2008. We started an investment portfolio during the first quarter of 2007 which is comprised of corporate debt securities, government and agency securities and asset and mortgage-backed securities. However, our exposure to market risk has not changed significantly since December 31, ~~2007.~~2008.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as

amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q were effective in providing reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Netflix have been detected.

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September 30, 2008~~March 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The information set forth under Note 8 in the notes to the condensed consolidated financial statements is incorporated herein by reference.

There have been no material changes from risk factors as previously disclosed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2007.~~2008.

Stock repurchases during the three months ended ~~September 30, 2008~~March 31, 2009 were as follows:

Exhibit
Number

Exhibit Description

Incorporated by Reference

Filed
Herewith

Incorporated by Reference

Filed
Herewith

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed
Herewith

Exhibit Description

Form

File No.

Exhibit

Filing Date

10-Q

000-49802

3.1

August 2, 2004

Amended and Restated Certificate of Incorporation

10-Q

000-49802

3.1

August 2, 2004

3.2

Amended and Restated Bylaws

S-1/A

333-83878

3.4

April 16, 2002

Amended and Restated Bylaws

8-K

000-49802

3.1

March 20, 2009

3.3

Certificate of Amendment to the Amended and Restated

Certificate of Incorporation

10-Q

000-49802

3.3

August 2, 2004

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

10-Q

000-49802

3.3

August 2, 2004

4.1

Form of Common Stock Certificate

S-1/A

333-83878

4.1

April 16, 2002

Form of Common Stock Certificate

S-1/A

333-83878

4.1

April 16, 2002

10.1†

Form of Indemnification Agreement entered into by the

registrant with each of its executive officers and directors

S-1/A

333-83878

10.1

March 20, 2002

Form of Indemnification Agreement entered into by the registrant with each of its executive officers and directors

S-1/A

333-83878

10.1

March 20, 2002

10.2†

2002 Employee Stock Purchase Plan

10-Q

000-49802

10.16

August 9, 2006

2002 Employee Stock Purchase Plan

10-Q

000-49802

10.16

August 9, 2006

10.3†

Amended and Restated 1997 Stock Plan

S-1/A

333-83878

10.3

May 16, 2002

Amended and Restated 1997 Stock Plan

S-1/A

333-83878

10.3

May 16, 2002

10.4†

Amended and Restated 2002 Stock Plan

Def 14A

000-49802

March 31, 2006

Amended and Restated 2002 Stock Plan

Def 14A

000-49802

March 31, 2006

10.5

Amended and Restated Stockholders’ Rights Agreement

S-1

333-83878

10.5

March 6, 2002

Amended and Restated Stockholders’ Rights Agreement

S-1

333-83878

10.5

March 6, 2002

10.6

Lease between Sobrato Land Holdings and Netflix, Inc.

10-Q

000-49802

10.15

August 2, 2004

Lease between Sobrato Land Holdings and Netflix, Inc.

10-Q

000-49802

10.15

August 2, 2004

10.7

Lease between Sobrato Interests II and Netflix, Inc.

10-Q

000-49802

10.16

August 2, 2004

Lease between Sobrato Interests II and Netflix, Inc.

10-Q

000-49802

10.16

August 2, 2004

10.8

Lease between Sobrato Land Holdings and Netflix, Inc. dated

June 26, 2006

10-Q

000-49802

10.16

August 9, 2006

10.9†

Description of Director Equity Compensation Plan

8-K

000-49802

10.1

July 5, 2005

Description of Director Equity Compensation Plan

8-K

000-49802

10.1

July 5, 2005

10.10†

Executive Severance and Retention Incentive Plan

8-K

000-49802

10.2

July 5, 2005

Amended and Restated Executive Severance and Retention Incentive Plan

31.1

Certification of Chief Executive Officer Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

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

31.2

Certification of Chief Financial Officer Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

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

32.1*

Certifications of Chief Executive Officer and Chief

Financial Officer Pursuant to Section 906 of the Sarbanes -Oxley Act of 2002

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

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Incorporated by Reference

Filed
Herewith

Incorporated by Reference

Filed
Herewith

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Exhi

bit
Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed
Herewith

3.1

Amended and Restated Certificate of Incorporation

10-Q

000-49802

3.1

August 2, 2004

Amended and Restated Certificate of Incorporation

10-Q

000-49802

3.1

August 2, 2004

3.2

Amended and Restated Bylaws

S-1/A

333-83878

3.4

April 16, 2002

Amended and Restated Bylaws

8-K

000-49802

3.1

March 20, 2009

3.3

Certificate of Amendment to the Amended and Restated

Certificate of Incorporation

10-Q

000-49802

3.3

August 2, 2004

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

10-Q

000-49802

3.3

August 2, 2004

4.1

Form of Common Stock Certificate

S-1/A

333-83878

4.1

April 16, 2002

Form of Common Stock Certificate

S-1/A

333-83878

4.1

April 16, 2002

10.1†

Form of Indemnification Agreement entered into by the

registrant with each of its executive officers and directors

S-1/A

333-83878

10.1

March 20, 2002

Form of Indemnification Agreement entered into by the registrant with each of its executive officers and directors

S-1/A

333-83878

10.1

March 20, 2002

10.2†

2002 Employee Stock Purchase Plan

10-Q

000-49802

10.16

August 9, 2006

2002 Employee Stock Purchase Plan

10-Q

000-49802

10.16

August 9, 2006

10.3†

Amended and Restated 1997 Stock Plan

S-1/A

333-83878

10.3

May 16, 2002

Amended and Restated 1997 Stock Plan

S-1/A

333-83878

10.3

May 16, 2002

10.4†

Amended and Restated 2002 Stock Plan

Def 14A

000-49802

March 31, 2006

Amended and Restated 2002 Stock Plan

Def 14A

000-49802

March 31, 2006

10.5

Amended and Restated Stockholders’ Rights Agreement

S-1

333-83878

10.5

March 6, 2002

Amended and Restated Stockholders’ Rights Agreement

S-1

333-83878

10.5

March 6, 2002

10.6

Lease between Sobrato Land Holdings and Netflix, Inc.

10-Q

000-49802

10.15

August 2, 2004

Lease between Sobrato Land Holdings and Netflix, Inc.

10-Q

000-49802

10.15

August 2, 2004

10.7

Lease between Sobrato Interests II and Netflix, Inc.

10-Q

000-49802

10.16

August 2, 2004

Lease between Sobrato Interests II and Netflix, Inc.

10-Q

000-49802

10.16

August 2, 2004

10.8

Lease between Sobrato Land Holdings and Netflix, Inc. dated

June 26, 2006

10-Q

000-49802

10.16

August 9, 2006

10.9†

Description of Director Equity Compensation Plan

8-K

000-49802

10.1

July 5, 2005

Description of Director Equity Compensation Plan

8-K

000-49802

10.1

July 5, 2005

10.10†

Executive Severance and Retention Incentive Plan

8-K

000-49802

10.2

July 5, 2005

Amended and Restated Executive Severance and Retention Incentive Plan

31.1

Certification of Chief Executive Officer Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

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

31.2

Certification of Chief Financial Officer Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

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

32.1*

Certifications of Chief Executive Officer and Chief

Financial Officer Pursuant to Section 906 of the Sarbanes -Oxley Act of 2002

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


		Page
Part I. Financial Information	3
Item 1.	Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2214
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3322
Item 4.	Controls and Procedures	3323
Part II. Other Information	3524
Item 1.	Legal Proceedings	3524
Item 1A.	Risk Factors	3524
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3524
Item 6.	Exhibits	3625
Signatures	3726
Exhibit Index	3827


		Page
Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2009 and 2008 ~~and 2007~~		4

Condensed Consolidated Balance Sheets as of ~~September 30, 2008~~March 31, 2009 and December 31, ~~2007~~2008		5

Condensed Consolidated Statements of Cash Flows for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2009 and 2008 ~~and 2007~~		6

Notes to Condensed Consolidated Financial Statements		7


	As of
	September 30, 2008			December 31, 2007
	(in thousands)
Patents, gross	$	2,229		$	1,566
Less accumulated amortization		(331	)		(200	)

Patents, net	$	1,898		$	1,366


	Options Outstanding						Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value ( in thousands)
	Shares Available For Grant		Number of Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value ( in thousands)
Balances as of December 31, 2007	3,994,866		5,619,638		$	16.47
Granted	(217,942	)	217,942			27.30
Exercised	—		(484,431	)		17.63
Cancelled	30,384		(30,384	)		28.61
Expired	(332	)	—			—

Balances as of March 31, 2008	3,806,976		5,322,765			16.74	6.50	$	95,556
Granted	(177,253	)	177,253			32.58
Exercised	—		(254,852	)		8.50
Cancelled	5,581		(5,581	)		33.97

Balances as of June 30, 2008	3,635,304		5,239,585			17.66	6.50	$	49,657
Granted	(203,843	)	203,843			28.97
Exercised	—		(201,079	)		12.81
Cancelled	5,807		(5,807	)		28.54

Balances as of September 30, 2008	3,437,268		5,236,542			18.27	6.43	$	67,521

Vested and exercisable as of September 30, 2008			5,236,542			18.27	6.43		67,521


	Three Months Ended September 30, 2007			Adjustments			Adjusted Three Months Ended September 30, 2007
Revenues	$	293,972		$	—		$	293,972
Cost of revenues:
Subscription		163,707			—			163,707
Fulfillment expenses		30,746			—			30,746

Total cost of revenues		194,453			—			194,453

Gross profit		99,519			—			99,519
Operating expenses:
Technology and development		18,216			(104	)		18,112
Marketing		49,166			(17	)		49,149
General and administrative		12,895			(32	)		12,863
Gain on disposal of DVDs		(2,310	)		—			(2,310	)

Total operating expenses		77,967			(153	)		77,814

Operating income		21,552			153			21,705
Other income (expense):
Interest expense on lease financing obligations		—			(296	)		(296	)
Interest and other income (expense)		5,089			—			5,089

Income before income taxes		26,641			(143	)		26,498
Provision for income taxes		10,909			(58	)		10,851

Net income	$	15,732		$	(85	)	$	15,647

Net income per share:
Basic	$	0.24					$	0.24
Diluted	$	0.23					$	0.23
Weighted average common shares outstanding:
Basic		66,469						66,469
Diluted		68,090						68,090


	Nine Months Ended September 30, 2007			Adjustments			Adjusted Nine Months Ended September 30, 2007
Revenues	$	902,985		$	—		$	902,985
Cost of revenues:
Subscription		495,734			—			495,734
Fulfillment expenses		90,384			—			90,384

Total cost of revenues		586,118			—			586,118

Gross profit		316,867			—			316,867
Operating expenses:
Technology and development		52,838			(312	)		52,526
Marketing		166,559			(51	)		166,508
General and administrative		38,930			(96	)		38,834
Gain on disposal of DVDs		(5,500	)		—			(5,500	)
Gain on legal settlement		(7,000	)		—			(7,000	)

Total operating expenses		245,827			(459	)		245,368

Operating income		71,040			459			71,499
Other income (expense):
Interest expense on lease financing obligations		—			(893	)		(893	)
Interest and other income (expense)		15,411			—			15,411

Income before income taxes		86,451			(434	)		86,017
Provision for income taxes		35,275			(175	)		35,100

Net income	$	51,176		$	(259	)	$	50,917

Net income per share:
Basic	$	0.76					$	0.75
Diluted	$	0.74					$	0.73
Weighted average common shares outstanding:
Basic		67,723						67,723
Diluted		69,560						69,560


	Nine Months Ended September 30, 2007			Adjustments			Adjusted Nine Months Ended September 30, 2007
Cash flows from operating activities:
Net income	$	51,176		$	(259	)	$	50,917
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, equipment and intangibles		15,553			504			16,057
Amortization of content library		148,664			—			148,664
Amortization of discounts and premiums on investments		(48	)		—			(48	)
Stock-based compensation expense		8,734			—			8,734
Excess tax benefits from stock-based compensation		(21,264	)		—			(21,264	)
Loss on disposal of property and equipment		128			—			128
Gain on sale of short-term investments		(364	)		—			(364	)
Gain on disposal of DVDs		(11,731	)		—			(11,731	)
Deferred taxes		(1,060	)		(175	)		(1,235	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(4,495	)		—			(4,495	)
Accounts payable		(387	)		—			(387	)
Accrued expenses		33,376			—			33,376
Deferred revenue		(13,357	)		—			(13,357	)
Other assets and liabilities		806			220			1,026

Net cash provided by operating activities		205,731			290			206,021

Cash flows from investing activities:
Purchases of short-term investments		(370,112	)		—			(370,112	)
Proceeds from sale of short-term investments		165,379			—			165,379
Purchases of property and equipment		(34,393	)		—			(34,393	)
Acquisitions of content library		(165,346	)		—			(165,346	)
Proceeds from sale of DVDs		17,756			—			17,756
Other assets		779			—			779

Net cash used in investing activities		(385,937	)		—			(385,937	)

Cash flows from financing activities:
Principal payments of lease financing obligations		—			(290	)		(290	)
Proceeds from issuance of common stock		3,864			—			3,864
Excess tax benefits from stock-based compensation		21,264			—			21,264
Repurchases of common stock		(65,548	)		—			(65,548	)

Net cash used in financing activities		(40,420	)		(290	)		(40,710	)

Net decrease in cash and cash equivalents		(220,626	)		—			(220,626	)
Cash and cash equivalents, beginning of period		400,430			—			400,430

Cash and cash equivalents, end of period	$	179,804		$	—		$	179,804


			Options Outstanding				Weighted-Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (in Thousands)
	Shares Available for Grant		Number of Shares		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (in Thousands)
Balances as of December 31, 2008	3,192,515		5,365,016		$	18.81
Granted	(182,896	)	182,896			33.33
Exercised	—		(809,079	)		16.80
Canceled	302		(302	)		32.79

Balances as of March 31, 2009	3,009,921		4,738,531			19.72	6.43	109,947

Vested and exercisable at March 31, 2009			4,738,531			19.72	6.43	109,947


	Payments due by Period
Contractual obligations (in thousands):	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 years
Operating lease obligations	$	25,754	$	10,681	$	11,777	$	2,857	$	439
Lease financing obligations (1)		25,265		5,473		11,544		8,248		—
Other purchase obligations (2)		149,145		78,999		59,293		10,853		—

Total	$	200,164	$	95,153	$	82,614	$	21,958	$	439


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Maximum Dollar Value that May Yet Be Purchased Under the Program (1)
July 1, 2008 - July 31, 2008	439,000	$	28.49	439,000	$	137,491,793
August 1, 2008 - August 31, 2008	2,214,457		30.33	2,214,457		70,330,619
September 1, 2008 - September 30, 2008	338,227		30.63	338,227		59,971,923

Total	2,991,684	$	30.09	2,991,684	$	—


		NETFLIX, INC.

Dated: ~~November 3, 2008~~	May 7, 2009	By:	/s/ REED HASTINGS
		Reed Hastings
				~~Reed Hastings~~ Chief Executive Officer *(Principal executive officer)*

Dated: ~~November 3, 2008~~	May 7, 2009	By:	/s/ BARRY MCCARTHY
		Barry McCarthy
				~~Barry McCarthy~~ Chief Financial Officer *(Principal financial and accounting officer)*

Large accelerated filer x

Accelerated filer ¨

Non-accelerated filer ¨ (do not check if a smaller reporting company)

Smaller reporting company ¨

~~(do not check if a smaller reporting company)~~