Form 8-K



Washington, D.C. 20549








Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934





Date of Report (Date of earliest event reported)    

  October 14, 2004




(Exact name of registrant as specified in its charter)



DELAWARE   000-49802   77-0467272

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)



970 University Avenue

Los Gatos, CA

(Address of principal executive offices)   (Zip Code)



Registrant’s telephone number, including area code       (408) 317-3700




(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.


The information provided in this Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.


On October 14, 2004, Netflix, Inc. announced its financial results for the quarter ended September 30, 2004. The press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference, discloses certain financial measures that may be considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States. Management believes that non-GAAP net income is a useful measure of operating performance because it excludes the non-cash impact of stock option accounting. In addition, management believes that free cash flow is a useful measure of liquidity because it excludes the non-operational cash flows from purchases and sales of short-term investments and cash flows from financing activities. Management believes that reference to gross margin and GAAP net income, excluding the registrant’s recently announced change in amortization policy and reduction in salvage value, as well as subscriber acquisition costs for the registrant’s U.S. business are useful measures because they give insight to investors with respect to the ongoing operations of the registrant’s primary business and allow for an equivalent comparison to prior results. However, these non-GAAP measures should be considered in addition to, not as a substitute for, or superior to net income and net cash provided by operating activities, or other financial measures prepared in accordance with GAAP.


Item 9.01 Financial Statement and Exhibits.


(c) Exhibits


  99.1 Press release dated October 14, 2004 by Netflix, Inc.



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




Date: October 14, 2004


/s/ Barry McCarthy


Barry McCarthy


Chief Financial Officer