UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended JuneSeptember 30, 2009

OR

For the transition period from             to             

Commission File Number: 000-49802

Netflix, Inc.

(Exact name of Registrant as specified in its charter)

100 Winchester Circle, Los Gatos, California 95032

(Address and zip code of principal executive offices)

(408) 540-3700

(Registrant’s telephone number, including area code)

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 JuneSeptember 30, 2009, there were 57,415,72654,642,694 shares of the registrant’s common stock, par value $0.001, outstanding.

Table of Contents

PART I. FINANCIAL INFORMATION

Index to Condensed Consolidated Financial Statements

Netflix, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

(in thousands, except per share data)

See accompanying notes to the condensed consolidated financial statements.

Netflix, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

(in thousands, except share and par value data)

See accompanying notes to the condensed consolidated financial statements.

Netflix, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(in thousands)

See accompanying notes to the condensed consolidated financial statements.

Netflix, Inc.

Notes to Condensed Consolidated Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies

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, 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, 2008 filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2009. Interim results are not necessarily indicative of the results for a full year.

Certain prior period amounts have been reclassified to conform to current period presentation.

The Company has evaluated subsequent events through July 31,October 23, 2009, the date which these financial statements were both available to be issued and were issued.

There have been no material changes in ourthe Company’s significant accounting policies except for the adoption of the Financial Accounting Standards Board (“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 Instruments,as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.2008, except for the adoption on April 1, 2009 of authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) related to the determination of fair value when the volume and level of activity for an asset or liability has significantly decreased, the identification of transactions that are not orderly, the recognition and presentation of other-than-temporary impairments, and the disclosure of the fair value of financial instruments on an interim basis.

Recent Accounting Pronouncements

In JuneAugust 2009, the FASB issued Statement of Financial Accounting StandardStandards Update (“SFAS”ASU”) No. 168,2009-05,The FASB Accounting Standards CodificationFair Value Measurements and Disclosures (Topic 820) - Measuring Liabilities at Fair Value. This update provides clarification for the Hierarchyfair value measurement of Generally Accepted Accounting Principles –liabilities in circumstances in which a replacement of FASB Statement No. 162. SFAS No. 168 replaces SFAS No. 162 and establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entitiesquoted price in the preparation of financial statements in accordance with GAAP. All guidance included in the Codification will be considered authoritative at that time, even guidance that comes from whatan active market for an identical liability is currently deemed to be a non-authoritative section of a standard. Once the Codification becomesnot available. This update is effective all non-grandfathered, non-SEC accounting literature not included in the Codification will become non-authoritative. SFAS No. 168 is applicable for interim and annual periods endingbeginning after September 15,August 28, 2009. The Company does not expect the adoption of this standard to have a material effect on its financial position or results of operations.

In June 2009, the FASB issued SFAS No. 167,Amendments to FASB Interpretation No. 46(R).SFAS No. 167authoritative guidance which eliminates Interpretation 46(R)’s exceptions to consolidatingthe exemption for qualifying special-purpose entities from consolidation requirements, contains new criteria for determining the primary beneficiary of a variable interest entity, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a variable interest entity. SFAS No. 167 also contains a new requirement that any term, transaction, or arrangement that does not have a substantive effect on an entity’s status as a variable interest entity, a company’s power over a variable interest entity, or a company’s obligation to absorb losses or its right to receive benefits of an entity must be disregarded in applying Interpretation 46(R)’s provisions. SFAS No. 167The guidance is applicable for annual periods beginning after November 15, 2009 and interim periods therein and thereafter. The Company does not expect the adoption of this standard to have a material effect on its financial position or results of operations.

In June 2009, the FASB issued SFAS No. 166,Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140. SFAS No. 166authoritative guidance which eliminates the concept of a qualifying special-purpose entity, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies other sale-accounting criteria, and changes the initial measurement of a transferor’s interest in transferred financial assets. SFAS No. 166The guidance is applicable for annual periods beginning after November 15, 2009 and interim periods therein and thereafter. The Company does not expect the adoption of this standard to have a material effect on its financial position or results of operations.

Netflix, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

2. Net Income Per Share

Basic net income per share is computed using the weighted-average number of outstanding shares of common stock during the period. Diluted net income per share is computed using the weighted-average number of outstanding shares of common stock and, when dilutive, potential common shares outstanding during the period. Potential common shares consist 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:

Netflix, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

3. Short-Term Investments and Fair Value Measurement

On April 1, 2009, the Company adopted 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 No. 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157,Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. FSP No. 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 No. FAS 107-1 and APB 28-1amends FAS No. 107,Disclosures about Fair Value of Financial Instruments,to require disclosures about fair value of financial instruments for interim reporting periods of 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. The adoption of these standards did not have a material effect on the Company’s financial position or results of operations.

The Company’s investment policy is consistent with the definition of available-for-sale securities. The Company does not buy and hold securities principally for the purpose of selling them in the near future. The Company’s policy is focused on the preservation of capital, liquidity and return. From time to time, the Company may sell certain securities but the objectives are generally not to generate profits on short-term differences in price. Short-term investments are therefore classified as available-for-sale securities and are reported at fair value as follows:

The following tables show the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

Netflix, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, the Company does not consider those investments with an unrealized loss to be other-than-temporarily impaired at JuneSeptember 30, 2009. There were no material other-than-temporary impairments or credit losses related to available-for-sale securities in 2009 or 2008. There were no material

The gross realized gains or losses fromon the sales of available-for-sale securities infor the three or six months ended JuneSeptember 30, 2009 and 2008 were $1.0 million and $0.2 million, respectively. There were no realized losses for the three months ended September 30, 2009. In addition, there were no materialThe gross realized gains or losses fromon the sale of available-for-sale securities in the three months ended JuneSeptember 30, 2008.2008 were $0.7 million. The Company recognized gross realized gains of $4.4 million and gross realized losses of $0.2 million during the six months ended June 30, 2008 fromon the sales of available-for-sale securities.securities for the nine months ended September 30, 2009 and 2008 were $1.7 million and $4.6 million, respectively. The gross realized losses on the sale of available-for-sale securities for the nine months ended September 30, 2009 and 2008 were $0.2 million and $0.9 million, respectively. Realized gains and losses and interest income are included in interest and other income (expense).

The estimated fair value of short-term investments by contractual maturity as of JuneSeptember 30, 2009 is as follows:

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, fairFair 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 establishesthe Company uses a three-level hierarchy established by the FASB which prioritizes the inputs used in measuring fair value. The three hierarchy levels are defined as follows:

Level 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, which were not material as of $23.0 million,September 30, 2009 and which are included in cash and cash equivalents in the condensed consolidated balance sheets.

Level 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 of $167.5 million and cash equivalents of $8.8$99.7 million, which are comprised of corporate debt securities, government and agency securities and asset and mortgage-backed securities.

Level 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 JuneSeptember 30, 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. 157are measured at fair value on a recurring basis as of JuneSeptember 30, 2009.

4. Content LibraryNetflix, Inc.

Content library and accumulated amortization are as follows:Notes to Condensed Consolidated Financial Statements—(Continued)

5.4. Other Comprehensive Income

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
		September 30, 2009				September 30, 2008				September 30, 2009			September 30, 2008
		(in thousands)								(in thousands)
Net income		$	30,141			$	20,371			$	84,947		$	60,294
Other comprehensive income:
Change in unrealized gain (loss) on available-for-sale securities, net of tax			(173	)			(1,596	)			468			(4,021	)
Comprehensive income		$	29,968			$	18,775			$	85,415		$	56,273

6.5. Stockholders’ Equity

Stock Repurchases

On January 26,August 6, 2009, the Company announced that its Board of Directors authorized a stock repurchase program for 2009. Under this program,plan that enables the Company is authorized to repurchase up to $60$300 million duringof its common stock through the third and fourth quartersend of 2009.2010. 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. During the three months ended JuneSeptember 30, 2009, under this program, the Company repurchased 1,627,4461,579,700 shares of common stock at an average price of approximately $45$44 per share for an aggregate amount of approximately $73$70 million. DuringOf this amount, 1,480,000 shares repurchased are held as treasury stock and accordingly repurchases were accounted for at cost under the sixtreasury method. The remaining 99,700 shares repurchased during the three months ended JuneSeptember 30, 2009 under this program,have been retired. Subsequent to September 30, 2009, the Company repurchased 2,803,9891,147,383 shares of common stock at an average price of approximately $41$46 per share for an aggregate amount of $52 million.

On January 26, 2009, the Company announced that its Board of Directors authorized a stock repurchase program for 2009. During the three months ended September 30, 2009, under this program, the Company repurchased 1,369,866 shares of common stock at an average price of approximately $44 per share for an aggregate amount of approximately $115$60 million. During the nine months ended September 30, 2009, under this program, the Company repurchased 4,173,855 shares of common stock at an average price of approximately $42 per share for an aggregate amount of approximately $175 million. Shares repurchased under this program are held as treasury stock and accordingly repurchases were accounted for at cost under the treasury method. This program terminated on August 6, 2009.

There were notransactions to repurchase a total of 234,629 shares unsettled share repurchases at JuneSeptember 30, 2009.

Stock-Based Compensation

A summary of option activity during the sixnine months ended JuneSeptember 30, 2009 is as follows:

Netflix, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

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 secondthird quarter of 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 JuneSeptember 30, 2009. This amount changes based on the fair market value of the Company’s common stock. Total intrinsic value of options exercised for the three months ended JuneSeptember 30, 2009 and 2008 was $11.2$5.0 million and $6.6$3.5 million, respectively. Total intrinsic value of options exercised for the sixnine months ended JuneSeptember 30, 2009 and 2008 was $27.5$32.6 million and $13.2$16.7 million, respectively.

Cash received from option exercises and purchases under the ESPP for the three months ended JuneSeptember 30, 2009 and 2008 was $9.8$2.7 million and $4.5$2.6 million, respectively. Cash received from option exercises and purchases under the ESPP for the sixnine months ended JuneSeptember 30, 2009 and 2008 was $23.4$26.1 million and $13.1$15.6 million, respectively.

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

In the first and second quarters ofnine months ended September 30, 2009, the Company used a suboptimal exercise factor ofranging from 1.87 andto 1.94 respectively, for executives and 1.73 andto 1.74 respectively, 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 first and second quarters ofnine months ended September 30, 2008, the Company used a suboptimal exercise factor ofranging from 1.90 to 2.04 and 1.92, respectively, for executives and 1.77 for non-executives, which resulted in a calculated expected life of four years for executives and three years for non-executives.

The weighted-average fair value of employee stock options granted during the three months ended JuneSeptember 30, 2009 and 2008 was $18.34$18.07 and $14.06$12.40 per share, respectively. The weighted-average fair value of employee stock options granted during the sixnine months ended JuneSeptember 30, 2009 and 2008 was $15.99$16.63 and $13.14$12.89 per share, respectively.

Netflix, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

The following table summarizes the assumptions used to value employee stock purchase rights using the Black Scholes option pricing model:

The following table summarizes stock-based compensation expense, net of tax, related to stock option plans and employee stock purchases for the three and sixnine months ended JuneSeptember 30, 2009 and 2008 which was allocated as follows:

7.6. Income Taxes

The provision for income taxes for the three months ended June 30, 2009 was $20.5 million. The effective tax rate for the three months ended JuneSeptember 30, 2009 and 2008 is 38.8%40.3% and 26.0%41.7%, respectively. The effective tax rate for the sixnine months ended JuneSeptember 30, 2009 and 2008 is 39.4%39.7% and 31.7%35.4%, respectively. The decrease in the effective tax rate for the three months ended September 30, 2009 as compared to the same prior year period was primarily attributable to provision to tax return adjustments reflected in the three months ended September 30, 2008 which resulted in a 1.2% increase to the effective tax rate. The increase in the effective tax ratesrate for the three and sixnine months ended JuneSeptember 30, 2009 as compared to the same prior-year period was primarily attributable to the absence of a cumulative benefit for prior period R&Dresearch and development tax credits that is reflected in the prior year.

As of January 1, 2009, the Company had $10.9 million gross unrecognized tax benefits. During the sixnine months ended JuneSeptember 30, 2009, the Company had an increase in gross unrecognized tax benefits of approximately $1.2$1.8 million. The gross uncertain tax positions, if recognized by the Company, will result in a reduction of approximately $9.7$10.2 million to the tax provision which will favorably impact the Company’s effective tax rate. The Company anticipates settling $0.3$0.2 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 recognizes interest and penalties related to uncertain tax positions in income tax expense.

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 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 are individually material.

8.7. Commitments and Contingencies

Credit Agreement

In September 2009, the Company entered into a credit agreement which provides for a $100 million three-year revolving credit facility. The Company accounts for streaming contentmay request that an additional $50 million of borrowing capacity be added to the revolving line of credit, subject to receipt of lending commitments and other conditions. Subject to certain conditions stated in the credit agreement, the Company may borrow, prepay and re-borrow amounts under the credit facility at any time during the term of the credit agreement. The Company may prepay the loans under the credit agreement in whole or in part at any time without premium or penalty. In addition, the Company is required to prepay the obligations under the credit agreement with the proceeds of certain asset sales and

Netflix, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

debt issuances and certain insurance and condemnation proceeds. Loans under the credit agreement will bear interest, at the Company’s option, at either: (i) LIBOR plus a spread ranging from 2.75 percent to 3.25 percent or (ii) a base rate determined in accordance with SFAS No. 63,Financial Reportingthe credit agreement, plus a spread of 1.75% to 2.25%. Funds borrowed under the credit agreement may be used for working capital, general corporate purposes, and subject to the satisfaction of certain conditions, the purchase by Broadcasters,the Company of its stock. The Company entered into the credit agreement in order to enhance its financial flexibility. As of September 30, 2009, the Company had not borrowed any funds under the credit agreement. In October 2009, the Company borrowed $20 million under the credit agreement.

The credit agreement includes, among other terms and conditions, limitations on the Company’s ability to create, incur, assume or be liable for indebtedness (other than specified types of permitted indebtedness); dispose of assets outside the ordinary course (subject to specified exceptions); acquire, merge or consolidate with or into another person or entity (other than specified types of permitted acquisitions); create, incur or allow any lien on any of its property or assign any right to receive income (except for specified permitted liens); make investments (other than specified types of investments); or pay dividends or make distributions (each subject to specified exceptions), and certain financial covenants. At September 30, 2009, the Company was in compliance with these covenants.

Content Acquisition which requires classification of

The Company classifies 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 $88.5$102 million of commitments at JuneSeptember 30, 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 No. 63.criteria.

Litigation

From time to time, in the normal course of its operations, the Company is a party to litigation matters and claims, including claims relating to employee relations 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 wethe Company 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 September 25, 2009, Alcatel-Lucent USA Inc. filed a complaint for patent infringement against the Company in the United States District Court for the Eastern District of Texas, captionedAlcatel-Lucent USA Inc. v. Amazon.com Inc., et. al,Civil Action No. 6:09-cv-422. The complaint alleges that the Company infringed U.S. Patents Nos. 5,649,131 entitled “Communications Protocol” issued on July 15, 1997, 5,623,656 entitled “Script Based Data Communication System and Method Utilizing State Memory” issued on April 22, 1997 and 5,404,507 entitled “Apparatus and Method for Finding Records in a Database by Formulating a Query Using Equivalent Terms Which Correspond to Terms in the Input Query” issued April 4, 1995. The complaint seeks unspecified compensatory and enhanced damages, interest, costs and fees, and seeks to permanently enjoin the Company from infringing the patents in the future. The complaint has not been served on the Company.

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. On July 14, 2009, the Company filed a demurrer to the first amended complaint. On August 21, 2009, the Court granted the Company’s demurrer and granted leave to amend. Plaintiff filed a second amended complaint on September 11, 2009.

In January through April of 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 DVD’sDVDs 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 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. These cases have been

Netflix, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

assigned the multidistrict litigation number MDL-2029. The cases pending in the Superior Court of the State of California, Santa Clara County have been consolidated. In addition, in May of 2009, three additional lawsuits were filed — filed—two in the Northern District of California and one in the Superior Court of the State of California, San Mateo County �� County—alleging identical conduct and seeking identical relief. In these three cases, the plaintiffs are current or former subscribers to the online DVD rental service offered by Blockbuster Inc. The two cases filed in federal court on behalf of Blockbuster subscribers have been related to MDL-2029. The lawsuit filed in Superior Court of the State of California, San Mateo County has been coordinated with the cases pending in Santa Clara County.

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 September 30, 2009, the Company filed a motion for summary judgment of invalidity. The Court has not set a hearing date for the motion.

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 Company from infringing the patent in the future. On February 24, 2009, the case was transferred to the Northern District of California. On August 14, 2009, the Company filed a motion for summary judgment of non-infringement. A hearing on the motion is scheduled for November 17, 2009.

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 Company from infringing the patent in the future.

On January 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 November 21, 2008, the Company filed a motion for summary judgment of non-infringement and on June 18, 2009, the Court granted Netflix’s motion for summary judgment.

IndemnificationsIndemnification

In 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 reasonable estimate of the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. No amount has been accrued in the accompanying condensed consolidated financial statements with respect to these indemnification obligations.

Forward-Looking Statements

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 us, our competitive advantage, increasing content choices for streaming, our core strategy, the availabilityexpansion of electronic equipment that will enable streamed content, the continued popularity of the DVD format, expectations onwith respect to the growth of Internet delivery of content, growth in our average number of paying subscribers and revenue per paying subscriber, future investments in our content library and its effect on our gross margin, and our 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, 2008 filed with the Securities and Exchange Commission (“SEC”) on February 25, 2009 and in the Quarterly ReportReports on Form 10-Q filed with the SEC on May 8, 2009 and in the other Quarterly Reports on Form 10-Q to be filed by us inJuly 31, 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.

Overview

Our Business

With more than 1011 million subscribers, we are the largest online movie rental subscription service in the United States. We offer a variety of subscription plans, with no due dates, no late fees, no shipping fees and no pay-per-view fees. We provide subscribers access to over 100,000offer a vast selection of DVD and Blu-ray titles and more than 12,000 streaming content choices.a growing library of movies and TV episodes that can be watched instantly. Subscribers select titles at our Web site aided by our proprietary recommendation service and merchandising tools. On average, approximately 2 million discs are shipped daily from our distribution centers across the United States. Additionally, more than 40% of our subscribers instantly watched more than 15 minutes of streaming content in the third quarter of 2009.

Subscribers can:

Our core strategy is to grow a large subscription business consisting of DVD by mail and 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 more content becomes available to us. Until such time, by bundlingBy combining DVD and streaming as part of the Netflix subscription, we are able to offer subscribers a uniquely comprehensivecompelling 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 standard definition DVD, along with its high definition successor, Blu-ray (collectively referred to in this Quarterly Report as “DVD”), will continue to be the primary means by which most Netflix subscribers view content for the foreseeable future. However, at some point in the future, we expect that Internet delivery of content directly to the home will surpass DVD.DVD as the primary means by which Netflix subscribers view content.

Key Business MetricsPerformance Highlights

Management periodically reviews certain key business metrics withinThe following represents our performance highlights for the context of our articulated performance goals in order to evaluatethree months ended September 30, 2009, June 30, 2009 and September 30, 2008 and the effectiveness of our operational strategies, allocate resourcesnine months ended September 30, 2009 and maximize the financial performance of our business. The key business metrics include the following:September 30, 2008: