Total amounts presented in the Consolidated Statements of Operations
$
28,754,453
$
15,271,100
$
212,671
Gains on derivatives in cash flow hedging relationship
Foreign exchange contracts
Amount of gains reclassified from AOCI
70,244
564
—
Gains (losses) on derivatives in fair value hedging relationship
Foreign exchange contracts
Hedged items
—
—
(71,673)
Derivatives designated as hedging instruments
—
—
70,332
Amount excluded from assessment of effectiveness and recognized in earnings based on amortization approach
—
—
(9,069)
Gains on derivatives not designated as hedging instruments
Foreign exchange contracts
—
—
12,767
No gains or losses on derivative instruments were recognized in the Consolidated Statements of Operations in the three and nine months ended September 30, 2023.
8. Commitments and Contingencies
Content
As of September 30, 2024, the Company had $22.7 billion of obligations comprised of $4.5 billion included in "Current content liabilities" and $1.9 billion of "Non-current content liabilities" on the Consolidated Balance Sheets and $16.3 billion of obligations that are not reflected on the Consolidated Balance Sheets as they did not yet meet the criteria for recognition.
As of December 31, 2023, the Company had $21.7 billion of obligations comprised of $4.5 billion included in "Current content liabilities" and $2.6 billion of "Non-current content liabilities" on the Consolidated Balance Sheets and $14.6 billion of obligations that are not reflected on the Consolidated Balance Sheets as they did not yet meet the criteria for recognition.
The expected timing of payments for these content obligations is as follows:
As of
September 30, 2024
December 31, 2023
(in thousands)
Less than one year
$
11,810,836
$
10,328,923
Due after one year and through three years
8,062,166
8,784,302
Due after three years and through five years
2,277,918
2,016,358
Due after five years
547,375
583,766
Total content obligations
$
22,698,295
$
21,713,349
Content obligations include amounts related to the acquisition, licensing and production of content. Obligations that are in non-U.S. dollar currencies are translated to the U.S. dollar at period end rates. An obligation for the production of content includes non-cancelable commitments under creative talent and employment agreements as well as other production related commitments. An obligation for the acquisition and licensing of content is incurred at the time the Company enters into an agreement to obtain future titles. Once a title becomes available, a content liability is recorded on the Consolidated Balance Sheets. Certain agreements include the obligation to license rights for unknown future titles, the ultimate quantity and/or fees for which are not yet determinable as of the reporting date. Traditional film output deals, or certain TV series license agreements where the number of seasons to be aired is unknown, are examples of such license agreements. The Company does not include any estimated obligation for these future titles beyond the known minimum amount. However, the unknown obligations are expected to be significant.
From time to time, in the normal course of its operations, the Company is subject to litigation matters and claims, including claims relating to employee relations, business practices and patent infringement. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and the Company's view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company's operations or its financial position, liquidity or results of operations.
The Company is involved in litigation matters not listed herein but does not consider the matters to be material either individually or in the aggregate at this time. The Company's view of the matters not listed may change in the future as the litigation and events related thereto unfold.
Non-Income Taxes
The Company is routinely under audit by various tax authorities with regard to non-income tax matters. The subject matter of non-income tax audits primarily arises from disputes on the tax treatment and tax rate applied to our revenue in certain jurisdictions. We accrue non-income taxes that may result from examinations by, or any negotiated agreements with, these tax authorities when a loss is probable and reasonably estimable.
Similar to other U.S. companies doing business in Brazil, the Company is involved in a number of matters with Brazilian tax authorities regarding non-income tax assessments. Although the Company believes it has meritorious defenses to these matters, there is inherent complexity and uncertainty with respect to these matters, and the final outcome may be materially different from our expectations. The current potential exposure with respect to the various issues with Brazilian tax authorities regarding non-income tax assessments is estimated to be approximately $400 million, which is expected to increase over time.
Guarantees— Indemnification Obligations
In the ordinary course of business, the Company has entered 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.
The Company's obligations under these agreements may be limited in terms of time 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 consolidated financial statements with respect to these indemnification obligations.
9. Stockholders’ Equity
Equity Incentive Plans
The Netflix, Inc. 2020 Stock Plan is a stockholder-approved plan that provides for the grant of incentive stock options to employees and for the grant of non-statutory stock options, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants.
Stock Option Activity
Stock options are generally vested in full upon grant date and exercisable for the full ten-year contractual term regardless of employment status. Stock options granted to certain named executive officers vest on the one-year anniversary of the grant date, subject to the employee’s continuous employment or service with the Company through the vesting date.
The following table summarizes the activities related to the Company’s stock options:
Vested and expected to vest as of September 30, 2024
16,771,906
$
300.20
Exercisable as of September 30, 2024
16,694,821
$
299.59
Restricted Stock Unit Activity
The Company grants time-based restricted stock unit (“RSU”) awards and performance-based restricted stock unit (“PSU”) awards to certain executive officers. RSU awards vest quarterly over a three-year period subject to the executive’s continued employment or service with the Company through the vesting date. PSU awards have performance periods ranging from one to three years and vest depending on the Company’s achievement of predetermined market-based performance targets.
The following table summarizes the activities related to the Company’s unvested RSUs and PSUs:
Unvested Restricted Stock Units
Number of Shares
Weighted- Average Grant-Date Fair Value (per share)
Balances as of December 31, 2023
—
$
—
Granted
159,978
686.36
Vested
(19,996)
562.00
Forfeited
—
—
Balances as of September 30, 2024
139,982
$
704.12
Stock-based Compensation
Total stock-based compensation expense was $66 million and $211 million for the three and nine months ended September 30, 2024, respectively, and $80 million and $257 million for the three and nine months ended September 30, 2023, respectively.
Stock Repurchases
In March 2021, the Company’s Board of Directors authorized the repurchase of up to $5 billion of its common stock, with no expiration date, and in September 2023, the Board of Directors increased the share repurchase authorization by an additional $10 billion, also with no expiration date. Stock repurchases may be effected through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, privately-negotiated transactions, accelerated stock repurchase plans, block purchases, or other similar purchase techniques and in such amounts as management deems appropriate. The Company is not obligated to repurchase any specific number of shares, and the timing and actual number of shares repurchased will depend on a variety of factors, including the Company’s stock price, general economic, business and market conditions, and alternative investment opportunities. The Company may discontinue any repurchases of its common stock at any time without prior notice. During the three and nine months ended September 30, 2024, the Company repurchased 2,551,039 and 8,696,108 shares, respectively, for an aggregate amount of $1.7 billion and $5.3 billion, respectively. As of September 30, 2024, $3.1 billion remains available for repurchases. Shares repurchased by the Company are accounted for when the transaction is settled. As of September 30, 2024, there were no unsettled share repurchases. Direct costs incurred to acquire the shares are included in the total cost of the shares.
Accumulated Other Comprehensive Income (Loss)
The following tables summarize the changes in accumulated balances of other comprehensive income (loss) for the three and nine months ended September 30, 2024:
Change in Unrealized Gains (Losses) on Cash Flow Hedges
Change in Unrealized Gains (Losses) on Excluded Component of Fair Value Hedges
Change in Unrealized Gains (Losses) on AFS Securities
Tax (Expense) Benefit
Total
(in thousands)
Balances as of June 30, 2024
$
(249,600)
$
(3,400)
$
211,631
$
—
$
—
$
(47,745)
$
(89,114)
Other comprehensive income (loss) before reclassifications
95,802
(42,000)
(369,805)
(10,175)
5,566
95,479
(225,133)
Amounts reclassified from accumulated other comprehensive income (loss)
—
—
(48,481)
9,069
—
9,037
(30,375)
Net change in accumulated other comprehensive income (loss)
95,802
(42,000)
(418,286)
(1,106)
5,566
104,516
(255,508)
Balances as of September 30, 2024
$
(153,798)
$
(45,400)
$
(206,655)
$
(1,106)
$
5,566
$
56,771
$
(344,622)
Foreign Currency Translation Adjustments
Net Investment Hedge Gains (Losses)
Change in Unrealized Gains (Losses) on Cash Flow Hedges
Change in Unrealized Gains (Losses) on Excluded Component of Fair Value Hedges
Change in Unrealized Gains (Losses) on AFS Securities
Tax (Expense) Benefit
Total
(in thousands)
Balances as of December 31, 2023
$
(103,922)
$
—
$
(155,730)
$
—
$
—
$
35,707
$
(223,945)
Other comprehensive income (loss) before reclassifications
(49,876)
(45,400)
19,883
(10,175)
5,566
6,908
(73,094)
Amounts reclassified from accumulated other comprehensive income (loss)
—
—
(70,808)
9,069
—
14,156
(47,583)
Net change in accumulated other comprehensive income (loss)
(49,876)
(45,400)
(50,925)
(1,106)
5,566
21,064
(120,677)
Balances as of September 30, 2024
$
(153,798)
$
(45,400)
$
(206,655)
$
(1,106)
$
5,566
$
56,771
$
(344,622)
The following tables summarize the changes in accumulated balances of other comprehensive income (loss) for the three and nine months ended September 30, 2023:
Foreign Currency Translation Adjustments
Net Investment Hedge Gains (Losses)
Change in Unrealized Gains (Losses) on Cash Flow Hedges
Change in Unrealized Gains (Losses) on Excluded Component of Fair Value Hedges
Change in Unrealized Gains (Losses) on AFS Securities
Tax (Expense) Benefit
Total
(in thousands)
Balances as of June 30, 2023
$
(139,266)
$
—
$
—
$
—
$
—
$
—
$
(139,266)
Other comprehensive income (loss) before reclassifications
(94,157)
—
101,169
—
—
(23,317)
(16,305)
Net change in accumulated other comprehensive income (loss)
The effective tax rates for the three and nine months ended September 30, 2024 differed from the Federal statutory rate primarily due to the foreign-derived intangible income deduction and excess tax benefits on stock-based compensation.
11. Segment and Geographic Information
The Company operates as one operating segment. The Company's chief operating decision maker ("CODM") is its co-chief executive officers, who review financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources.
Total U.S. revenues were $4.0 billion and $11.9 billion, respectively, for the three and nine months ended September 30, 2024, and $3.5 billion and $10.1 billion, respectively, for the three and nine months ended September 30, 2023. See Note 2 Revenue Recognition for additional information about streaming revenue by region.
The Company's long-lived tangible assets, as well as the Company's operating lease right-of-use assets recognized on the Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, were located as follows:
As of
September 30, 2024
December 31, 2023
(in thousands)
United States
$
2,756,275
$
2,724,710
International
1,026,395
843,633
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding: our core strategy; our ability to improve our content offerings and service; our future financial performance, including expectations regarding revenues, deferred revenue, operating income and margin, net income, expenses, and profitability; liquidity, including the sufficiency of our capital resources, net cash provided by (used in) operating activities, and access to financing sources; capital allocation strategies, including any stock repurchases or repurchase programs; seasonality; impact of foreign exchange rate fluctuations, including on net income, revenues and average revenues per paying member; expectations regarding hedging activity; impact of interest rate fluctuations; adequacy of existing facilities; future regulatory changes and their impact on our business; intellectual property; price changes and testing; accounting treatment for changes related to content assets; acquisitions; membership growth, including impact of content and pricing changes on membership growth; member viewing patterns; future contractual obligations, including unknown content obligations and timing of payments; our global content and marketing investments, including investments in original programming; content amortization; resolution of tax examinations; tax expense; unrecognized tax benefits; deferred tax assets; and our ability to effectively manage change and growth. These forward-looking statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those included in forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on January 26, 2024, in particular the risk factors discussed under the heading “Risk Factors” in Part I, Item 1A.
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, unless required by law.
Investors and others should note that we announce material financial and other information to our investors using our investor relations website (ir.netflix.net), SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media and blogs to communicate with our members and the public about our company, our services and other issues. It is possible that the information we
post on social media and blogs could be deemed to be material information. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on the social media channels and blogs listed on our investor relations website.
Overview
We are one of the world’s leading entertainment services with approximately 283 million paid memberships in over 190 countries enjoying TV series, films and games across a wide variety of genres and languages. Members can play, pause and resume watching as much as they want, anytime, anywhere, and can change their plans at any time.
Our core strategy is to grow our business globally within the parameters of our operating margin target. We strive to continuously improve our members’ experience by offering compelling content that delights them and attracts new members. We seek to drive conversation around our content to further enhance member joy, and we are continuously enhancing our user interface to help our members more easily choose content that they will find enjoyable.
Our membership growth exhibits a seasonal pattern that reflects variations when consumers buy internet-connected screens and when they tend to increase their viewing. Historically, the fourth quarter represents our greatest streaming membership growth. In addition, our membership growth can be impacted by our content release schedule and changes to pricing and plans.
Results of Operations
The following represents our consolidated performance highlights:
As of/Three Months Ended
Change
September 30, 2024
September 30, 2023
Q3'24 vs. Q3'23
(in thousands, except revenue per membership and percentages)
Financial Results:
Streaming revenues
$
9,824,703
$
8,519,306
$
1,305,397
15
%
DVD revenues (1)
—
22,362
(22,362)
(100)
%
Total revenues
$
9,824,703
$
8,541,668
$
1,283,035
15
%
Operating income
$
2,909,477
$
1,916,394
$
993,083
52
%
Operating margin
29.6
%
22.4
%
7.2
%
Global Streaming Memberships:
Paid net membership additions
5,073
8,763
(3,690)
(42)
%
Paid memberships at end of period
282,720
247,153
35,567
14
%
Average paying memberships
280,184
242,772
37,412
15
%
Average monthly revenue per paying membership
$
11.69
$
11.70
$
(0.01)
—
%
Constant currency change (2)
5
%
(1) We discontinued our DVD-by-mail service in September 2023. The discontinuance of our DVD business had an immaterial impact on our operations and financial results.
(2) We believe the non-GAAP financial measure of constant currency revenue is useful in analyzing the underlying trends in average monthly revenue per paying membership (“ARM”) absent foreign currency fluctuations. However, this non-GAAP financial measure should be considered in addition to, not as a substitute for, or superior to other financial measures prepared in accordance with GAAP.
In order to exclude the effect of foreign currency rate fluctuations on ARM, we calculate current period revenue assuming foreign exchange rates had remained constant with foreign exchange rates from each of the corresponding months of the prior-year period and exclude the impact of hedging gains or losses realized as revenues. Constant currency percentage change in ARM is calculated as the percentage change between current period constant currency ARM and the prior comparative period ARM. The impact of hedging gains or losses is excluded from both the current and prior periods. For the three and nine months ended September 30, 2024, our revenues would have been approximately $476 million and $1,177 million higher, respectively, excluding the impact of hedging and had foreign currency exchange rates remained constant with those for the three and nine months ended September 30, 2023. The unfavorable foreign exchange rate impacts in the three and nine months ended September 30, 2024 were primarily driven by the devaluation of the Argentine peso relative to the U.S. dollar.
Operating margin for the three months ended September 30, 2024 increased seven percentage points as compared to the prior comparative period, primarily due to revenues growing at a faster rate as compared to the growth in cost of revenues and lower general and administrative expenses.
We primarily derive revenues from monthly membership fees for services related to streaming content to our members. We offer a variety of streaming membership plans, the price of which varies by country and the features of the plan. As of September 30, 2024, pricing on our paid plans ranged from the U.S. dollar equivalent of $1 to $33 per month, and pricing on our extra member sub accounts ranged from the U.S. dollar equivalent of $2 to $8 per month. We expect that from time to time the prices of our membership plans in each country may change and we may test other plan and price variations.
We also earn revenue from advertisements presented on our streaming service, consumer products, live events and various other sources. Revenues earned from sources other than monthly membership fees were not material for the three and nine months ended September 30, 2024 and September 30, 2023.
Three months ended September 30, 2024 as compared to the three months ended September 30, 2023
Three Months Ended
Change
September 30, 2024
September 30, 2023
Q3'24 vs. Q3'23
(in thousands, except percentages)
Streaming revenues
$
9,824,703
$
8,519,306
$
1,305,397
15
%
Nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023
Nine Months Ended
Change
September 30, 2024
September 30, 2023
YTD'24 vs. YTD'23
(in thousands, except percentages)
Streaming revenues
$
28,754,453
$
24,807,633
$
3,946,820
16
%
Streaming revenues for the three and nine months ended September 30, 2024 increased 15% and 16% as compared to the three and nine months ended September 30, 2023, respectively, primarily due to the growth in average paying memberships and price increases, partially offset by unfavorable changes in foreign exchange rates.
The following tables summarize streaming revenue and other streaming membership information by region for the three and nine months ended September 30, 2024 and 2023. Hedging gains of $48 million and $70 million are included in “Streaming revenues” for the three and nine months ended September 30, 2024, respectively. No hedging gains and losses were recognized as “Streaming revenues” in the comparative prior year period. See Note 7 Derivative Financial Instruments and Hedging Activities to the consolidated financial statements for further information regarding the Company’s derivative and non-derivative financial instruments.
United States and Canada (UCAN)
Three months ended September 30, 2024 as compared to the three months ended September 30, 2023
As of/Three Months Ended
Change
September 30, 2024
September 30, 2023
Q3'24 vs. Q3'23
(in thousands, except revenue per membership and percentages)
(in thousands, except revenue per membership and percentages)
Streaming revenues
$
1,240,892
$
1,142,811
$
98,081
9
%
Paid net membership additions (losses)
(68)
1,179
(1,247)
(106)
%
Paid memberships at end of period
49,182
43,645
5,537
13
%
Average paying memberships
49,216
43,056
6,160
14
%
Average monthly revenue per paying membership
$
8.40
$
8.85
$
(0.45)
(5)
%
Constant currency change
27
%
Nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023
As of/Nine Months Ended
Change
September 30, 2024
September 30, 2023
YTD'24 vs. YTD'23
(in thousands, except revenue per membership and percentages)
Streaming revenues
$
3,610,045
$
3,290,438
$
319,607
10
%
Paid net membership additions
3,185
1,946
1,239
64
%
Paid memberships at end of period
49,182
43,645
5,537
13
%
Average paying memberships
48,187
42,129
6,058
14
%
Average monthly revenue per paying membership
$
8.32
$
8.68
$
(0.36)
(4)
%
Constant currency change
23
%
Asia-Pacific (APAC)
Three months ended September 30, 2024 as compared to the three months ended September 30, 2023
As of/Three Months Ended
Change
September 30, 2024
September 30, 2023
Q3'24 vs. Q3'23
(in thousands, except revenue per membership and percentages)
Streaming revenues
$
1,127,869
$
948,216
$
179,653
19
%
Paid net membership additions
2,280
1,881
399
21
%
Paid memberships at end of period
52,604
42,427
10,177
24
%
Average paying memberships
51,464
41,487
9,977
24
%
Average monthly revenue per paying membership
$
7.31
$
7.62
$
(0.31)
(4)
%
Constant currency change
(2)
%
Nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023
As of/Nine Months Ended
Change
September 30, 2024
September 30, 2023
YTD'24 vs. YTD'23
(in thousands, except revenue per membership and percentages)
Streaming revenues
$
3,202,626
$
2,801,012
$
401,614
14
%
Paid net membership additions
7,266
4,404
2,862
65
%
Paid memberships at end of period
52,604
42,427
10,177
24
%
Average paying memberships
48,930
40,083
8,847
22
%
Average monthly revenue per paying membership
$
7.27
$
7.76
$
(0.49)
(6)
%
Constant currency change
(3)
%
Cost of Revenues
Amortization of content assets makes up the majority of cost of revenues. Expenses associated with the acquisition, licensing and production of content (such as payroll, stock-based compensation, facilities, and other related personnel expenses, costs associated with
obtaining rights to music included in our content, overall deals with talent, miscellaneous production related costs and participations and residuals), streaming delivery costs and other operations costs make up the remainder of cost of revenues. We have built our own global content delivery network (“Open Connect”) to help us efficiently stream a high volume of content to our members over the internet. Delivery expenses, therefore, include equipment costs related to Open Connect, payroll and related personnel expenses and all third-party costs, such as cloud computing costs, associated with delivering content over the internet. Other operations costs include customer service and payment processing fees, including those we pay to our integrated payment partners, as well as other costs incurred in making our content available to members.
Three months ended September 30, 2024 as compared to the three months ended September 30, 2023
Three Months Ended
Change
September 30, 2024
September 30, 2023
Q3'24 vs. Q3'23
(in thousands, except percentages)
Cost of revenues
$
5,119,884
$
4,930,788
$
189,096
4
%
As a percentage of revenues
52
%
58
%
The increase in cost of revenues was primarily due to a $126 million increase in content amortization relating to our existing and new content.
Nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023
Nine Months Ended
Change
September 30, 2024
September 30, 2023
YTD'24 vs. YTD'23
(in thousands, except percentages)
Cost of revenues
$
15,271,100
$
14,407,883
$
863,217
6
%
As a percentage of revenues
53
%
58
%
The increase in cost of revenues was primarily due to a $697 million increase in content amortization relating to our existing and new content.
Marketing
Marketing expenses consist primarily of advertising expenses and certain payments made to our marketing and advertising sales partners, including consumer electronics (“CE”) manufacturers, multichannel video programming distributors (“MVPDs”), mobile operators, and internet service providers (“ISPs”). Advertising expenses include promotional activities such as digital and television advertising. Marketing expenses also include payroll, stock-based compensation, facilities, and other related expenses for personnel that support advertising sales and marketing activities.
Three months ended September 30, 2024 as compared to the three months ended September 30, 2023
Three Months Ended
Change
September 30, 2024
September 30, 2023
Q3'24 vs. Q3'23
(in thousands, except percentages)
Marketing
$
642,926
$
558,736
$
84,190
15
%
As a percentage of revenues
7
%
7
%
The increase in marketing expenses was primarily due to a $50 million increase in advertising expenses, largely driven by the timing of content releases. In addition, personnel-related costs increased $25 million, driven by the growth in advertising sales headcount.
Nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023
The increase in marketing expenses was primarily due to a $98 million increase in advertising expenses, largely driven the timing of content releases. In addition, personnel-related costs increased $79 million, driven by the growth in advertising sales headcount.
Technology and Development
Technology and development expenses consist primarily of payroll, stock-based compensation, facilities, and other related expenses for technology personnel responsible for making improvements to our service offerings, including testing, maintaining and modifying our user interface, our recommendations, merchandising and infrastructure. Technology and development expenses also include costs associated with general use computer hardware and software.
Three months ended September 30, 2024 as compared to the three months ended September 30, 2023
Three Months Ended
Change
September 30, 2024
September 30, 2023
Q3'24 vs. Q3'23
(in thousands, except percentages)
Technology and development
$
735,063
$
657,159
$
77,904
12
%
As a percentage of revenues
7
%
8
%
The increase in technology and development expenses was primarily due to a $70 million increase in personnel-related costs.
Nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023
Nine Months Ended
Change
September 30, 2024
September 30, 2023
YTD'24 vs. YTD'23
(in thousands, except percentages)
Technology and development
$
2,148,790
$
2,002,417
$
146,373
7
%
As a percentage of revenues
7
%
8
%
The increase in technology and development expenses was primarily due to a $122 million increase in personnel-related costs.
General and Administrative
General and administrative expenses consist primarily of payroll, stock-based compensation, facilities, and other related expenses for corporate personnel. General and administrative expenses also include professional fees and other general corporate expenses.
Three months ended September 30, 2024 as compared to the three months ended September 30, 2023
Three Months Ended
Change
September 30, 2024
September 30, 2023
Q3'24 vs. Q3'23
(in thousands, except percentages)
General and administrative
$
417,353
$
478,591
$
(61,238)
(13)
%
As a percentage of revenues
4
%
6
%
The decrease in general and administrative expenses was primarily due to a $38 million decrease in personnel-related costs and a $24 million decrease in third-party expenses.
Nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023
Nine Months Ended
Change
September 30, 2024
September 30, 2023
YTD'24 vs. YTD'23
(in thousands, except percentages)
General and administrative
$
1,248,365
$
1,281,012
$
(32,647)
(3)
%
As a percentage of revenues
4
%
5
%
The decrease in general and administrative expenses was primarily due to a $27 million decrease in personnel-related costs as well as decreased spend on third-party expenses.
Interest expense consists primarily of the interest associated with our outstanding debt obligations, including the amortization of debt issuance costs. See Note 6 Debt in the accompanying notes to our consolidated financial statements for further detail on our debt obligations.
Three months ended September 30, 2024 as compared to the three months ended September 30, 2023
Three Months Ended
Change
September 30, 2024
September 30, 2023
Q3'24 vs. Q3'23
(in thousands, except percentages)
Interest expense
$
184,830
$
175,563
$
9,267
5
%
As a percentage of revenues
2
%
2
%
Nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023
Nine Months Ended
Change
September 30, 2024
September 30, 2023
YTD'24 vs. YTD'23
(in thousands, except percentages)
Interest expense
$
526,130
$
524,614
$
1,516
—
%
As a percentage of revenues
2
%
2
%
Interest expense primarily consists of interest on our Notes of $185 million and $526 million for the three and nine months ended September 30, 2024. The increase in interest expense for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 was due to the increase in debt. Interest expense for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 remained relatively flat.
Interest and Other Income (Expense)
Interest and other income (expense) consists primarily of foreign exchange gains and losses on foreign currency denominated balances, gains and losses on certain derivative instruments, and interest earned on cash, cash equivalents and short-term investments.
Three months ended September 30, 2024 as compared to the three months ended September 30, 2023
Three Months Ended
Change
September 30, 2024
September 30, 2023
Q3'24 vs. Q3'23
(in thousands, except percentages)
Interest and other income (expense)
$
(21,693)
$
168,218
$
(189,911)
(113)
%
As a percentage of revenues
—
%
2
%
Interest and other income (expense) decreased in the three months ended September 30, 2024 primarily due to foreign exchange losses of $91 million, net of the impacts of derivatives and hedging, compared to gains of $89 million for the corresponding period in 2023. In the three months ended September 30, 2024, the foreign exchange losses were primarily driven by the non-cash loss of $105 million from the remeasurement of our €5,170 million Senior Notes, net of hedging impacts, partially offset by the remeasurement of cash and content liability positions in currencies other than the functional currencies. In the three months ended September 30, 2023, the foreign exchange gains were primarily driven by the non-cash gains from the remeasurement of our €5,170 million Senior Notes of $173 million, partially offset by the remeasurement of cash and content liability positions in currencies other than the functional currencies.
Nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023
Interest and other income increased in the nine months ended September 30, 2024 primarily due to foreign exchange gains of $24 million, net of the impacts of derivatives and hedging, compared to losses of $41 million for the corresponding period in 2023. In the nine months ended September 30, 2024, the foreign exchange gains were primarily driven by the non-cash gain of $69 million from the remeasurement of our €5,170 million Senior Notes, net of hedging impacts, partially offset by the remeasurement of cash and content liability positions in currencies other than the functional currencies. In the nine months ended September 30, 2023, the foreign exchange losses were primarily driven by the remeasurement of cash and content liability positions in currencies other than the functional currencies, partially offset by the non-cash gain from the remeasurement of our €5,170 million Senior Notes of $63 million.
Provision for Income Taxes
Three months ended September 30, 2024 as compared to the three months ended September 30, 2023
Three Months Ended
Change
September 30, 2024
September 30, 2023
Q3'24 vs. Q3'23
(in thousands, except percentages)
Provision for income taxes
$
339,445
$
231,627
$
107,818
47
%
Effective tax rate
13
%
12
%
Nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023
Nine Months Ended
Change
September 30, 2024
September 30, 2023
YTD'24 vs. YTD'23
(in thousands, except percentages)
Provision for income taxes
$
988,365
$
587,103
$
401,262
68
%
Effective tax rate
13
%
12
%
The increase in the effective tax rate for the three and nine months ended September 30, 2024, as compared to the same periods in 2023, was primarily due to an increase in foreign taxes, partially offset by higher excess tax benefits on stock-based compensation.
Liquidity and Capital Resources
As of
Change
September 30, 2024
December 31, 2023
September 30, 2024 vs. December 31, 2023
(in thousands, except percentages)
Cash, cash equivalents, restricted cash and short-term investments
$
9,225,987
$
7,139,488
$
2,086,499
29
%
Short-term and long-term debt
15,981,328
14,543,261
1,438,067
10
%
Cash, cash equivalents, restricted cash and short-term investments increased $2,086 million in the nine months ended September 30, 2024 primarily due to cash provided by operations, issuance of debt, and proceeds from issuance of common stock, partially offset by the repurchase of stock and repayment of debt.
Debt, net of debt issuance costs and discounts, increased $1,438 million primarily due to the issuance of debt and remeasurement of our euro-denominated notes, partially offset by the repayment upon maturity of the $400 million aggregate principal amount of our 5.750% Senior Notes in the nine months ended September 30, 2024. The amount of principal and interest on our outstanding notes due in the next twelve months is $2,579 million. As of September 30, 2024, no amounts had been borrowed under the $3 billion Revolving Credit Agreement. See Note 6 Debt in the accompanying notes to our consolidated financial statements.
We anticipate that we may periodically raise additional debt capital. Our ability to obtain this or any additional financing that we may choose or need, including for the refinancing of upcoming maturities or potential strategic acquisitions and investments, will depend on, among other things, our development efforts, business plans, operating performance and the condition of the capital markets at the time we seek financing. We may not be able to obtain such financing on terms acceptable to us or at all. If we raise additional funds through the issuance of equity or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and our stockholders may experience dilution.
In March 2021, our Board of Directors authorized the repurchase of up to $5 billion of our common stock, with no expiration date, and in September 2023, the Board of Directors increased the share repurchase authorization by an additional $10 billion, also with no expiration date.
Stock repurchases may be effected through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, privately-negotiated transactions, accelerated stock repurchase plans, block purchases, or other similar purchase techniques and in such amounts as management deems appropriate. We are not obligated to repurchase any specific number of shares, and the timing and actual number of shares repurchased will depend on a variety of factors, including our stock price, general economic, business and market conditions, and alternative investment opportunities. We may discontinue any repurchases of our common stock at any time without prior notice. During the nine months ended September 30, 2024, the Company repurchased 8,696,108 shares of common stock for an aggregate amount of $5.3 billion. As of September 30, 2024, $3.1 billion remains available for repurchases.
Our primary uses of cash include the acquisition, licensing and production of content, marketing programs, streaming delivery and personnel-related costs, as well as strategic acquisitions and investments. Cash payment terms for non-original content have historically been in line with the amortization period. Investments in original content, and in particular content that we produce and own, require more cash upfront relative to licensed content. For example, production costs are paid as the content is created, well in advance of when the content is available on the service and amortized. We expect to continue to significantly invest in global content, particularly in original content, which will impact our liquidity. We currently anticipate that cash flows from operations, available funds and access to financing sources, including our revolving credit facility, will continue to be sufficient to meet our cash needs for the next twelve months and beyond.
Our material cash requirements from known contractual and other obligations primarily relate to our content, debt and lease obligations. As of September 30, 2024, the expected timing of those payments are as follows:
Payments due by Period
Contractual obligations (in thousands):
Total
Next 12 Months
Beyond 12 Months
Content obligations (1)
$
22,698,295
$
11,810,836
$
10,887,459
Debt (2)
20,639,869
2,578,818
18,061,051
Operating lease obligations (3)
2,912,299
515,614
2,396,685
Total
$
46,250,463
$
14,905,268
$
31,345,195
(1)As of September 30, 2024, content obligations were comprised of $4.5 billion included in “Current content liabilities” and $1.9 billion of “Non-current content liabilities” on the Consolidated Balance Sheets and $16.3 billion of obligations that are not reflected on the Consolidated Balance Sheets as they did not then meet the criteria for recognition.
The material cash requirements above do not include any estimated obligation for the unknown future titles, payment for which could range from less than one year to more than five years. However, these unknown obligations are expected to be significant and we believe could include approximately $1 billion to $4 billion over the next three years, with the payments for the vast majority of such amounts expected to occur after the next twelve months. The foregoing range is based on considerable management judgments and the actual amounts may differ. Once we know the title that we will receive and the license fees, we include the amount in the contractual obligations table above.
(2)Debt obligations include our Notes consisting of principal and interest payments. See Note 6 Debt to the consolidated financial statements for further details.
(3)Operating lease obligations are comprised of operating lease liabilities included in "Accrued expenses and other liabilities" and "Other non-current liabilities" on the Consolidated Balance Sheets, inclusive of imputed interest. Operating lease obligations also include additional obligations that are not reflected on the Consolidated Balance Sheets as they did not meet the criteria for recognition. See Note 5 Balance Sheet Components in the accompanying notes to our consolidated financial statements for further details regarding leases.
Three months ended September 30, 2024 as compared to the three months ended September 30, 2023
Three Months Ended
Change
September 30, 2024
September 30, 2023
Q3'24 vs. Q3'23
(in thousands, except percentages)
Net cash provided by operating activities
$
2,321,101
$
1,992,315
$
328,786
17
%
Net cash provided by (used in) investing activities
(1,869,109)
296,071
(2,165,180)
(731)
%
Net cash provided by (used in) financing activities
226,596
(2,475,108)
2,701,704
109
%
Net cash provided by operating activities for the three months ended September 30, 2024 increased $329 million as compared to the corresponding period in 2023, primarily driven by a $686 million or 41% increase in net income, an increase in adjustments for non-cash expenses, and favorable changes in working capital, mainly due to the timing of payments for taxes. These cash inflows were partially offset by an increase in payments for content assets. The payments for content assets increased $890 million, from $3,210 million to $4,100 million, or 28%.
Net cash provided by (used in) investing activities for the three months ended September 30, 2024 decreased $2,165 million as compared to the corresponding period in 2023, primarily due to purchases of investments of $1.7 billion, coupled with there being no proceeds from maturities of investments in the three months ended September 30, 2024, as compared to proceeds from maturities of investments of $400 million in the three months ended September 30, 2023.
Net cash provided by (used in) financing activities for the three months ended September 30, 2024 increased $2,702 million as compared to the corresponding period in 2023, primarily due to proceeds from the issuance of debt of $1,794 million, coupled with an $800 million decrease in the repurchases of common stock from $2.5 billion in the three months ended September 30, 2023 to $1.7 billion in the three months ended September 30, 2024.
Nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023
Nine Months Ended
Change
September 30, 2024
September 30, 2023
YTD'24 vs. YTD'23
(in thousands, except percentages)
Net cash provided by operating activities
$
5,824,470
$
5,611,287
$
213,183
4
%
Net cash provided by (used in) investing activities
(2,023,110)
130,155
(2,153,265)
(1,654)
%
Net cash used in financing activities
(3,395,729)
(3,498,530)
(102,801)
(3)
%
Net cash provided by operating activities for the nine months ended September 30, 2024 increased $213 million as compared to the corresponding period in 2023, primarily driven by a $2,373 million or 53% increase in net income, an increase in adjustments for non-cash expenses, and favorable changes in working capital, partially offset by an increase in payments for content assets. The payments for content assets increased $2,774 million, from $9,660 million to $12,434 million, or 29%.
Net cash provided by (used in) investing activities for the nine months ended September 30, 2024 decreased $2,153 million as compared to the corresponding period in 2023, primarily due to purchases of investments for an aggregate amount of $1.7 billion in the nine months ended September 30, 2024 as compared to purchases of investments for an aggregate amount of $505 million in the nine months ended September 30, 2023, coupled with there being no maturities of investments in the nine months ended September 30, 2024, as compared to maturities of investments of $902 million in the nine months ended September 30, 2023.
Net cash used in financing activities for the nine months ended September 30, 2024 decreased $103 million as compared to the corresponding period in 2023, primarily due to proceeds from the issuance of debt of $1,794 million in the nine months ended September 30, 2024 and a $412 million increase in the proceeds from the issuance of common stock from $119 million in the nine months ended September 30, 2023 to $531 million in the nine months ended September 30, 2024. These cash inflows were partially offset by a $1.8 billion increase in the repurchases of common stock from an aggregate amount of $3.5 billion of repurchases in the nine months ended September 30, 2023 to $5.3 billion in the nine months ended September 30, 2024, coupled with the repayment upon maturity of the $400 million aggregate principal amount of our 5.750% Senior Notes in the nine months ended September 30, 2024 as compared to no repayments of debt in the corresponding period in 2023.
The information set forth under Note 8 Commitments and Contingencies to the consolidated financial statements under the caption “Indemnification” is incorporated herein by reference.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” of the Notes to consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023, describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates included in our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
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, 2023. Our exposure to market risk has not changed significantly since December 31, 2023.
Interest Rate Risk
As of September 30, 2024, our cash equivalents were generally invested in money market funds and time deposits. Interest paid on such funds fluctuates with the prevailing interest rate. Our short-term investments are primarily comprised of investments in government securities. These securities are classified as available-for-sale and are recorded at fair value with unrealized gains and losses, net of tax, included in accumulated other comprehensive income (“AOCI”) within Stockholders' equity in the Consolidated Balance Sheets. Changes in interest rates could adversely affect the market value of these securities.
As of September 30, 2024, we had $16.1 billion of debt, consisting of fixed rate unsecured debt in fifteen tranches due between 2025 and 2054. Refer to Note 6 Debt to the consolidated financial statements for details about all issuances. The fair value of our debt will fluctuate with movements of interest rates, increasing in periods of declining rates of interest and declining in periods of increasing rates of interest. The fair value of our debt will also fluctuate based on changes in foreign currency rates, as discussed below.
Foreign Currency Risk
We operate our business globally and transact in multiple currencies. Currencies denominated in other than the U.S. dollar accounted for 56% of revenue and 30% of operating expenses for the nine months ended September 30, 2024. We therefore have foreign currency risk related to these currencies, which are primarily the euro, British pound, Brazilian real, Argentine peso, and the Mexican peso.
Accordingly, volatility in exchange rates, and in particular a weakening of foreign currencies relative to the U.S. dollar may negatively affect our revenue and operating income as expressed in U.S. dollars. Excluding the impact of hedging gains or losses realized as revenues, our revenues for the nine months ended September 30, 2024 would have been approximately $1,177 million higher had foreign currency exchange rates remained constant with those for the nine months ended September 30, 2023. The unfavorable foreign exchange rate impact in the nine months ended September 30, 2024 was primarily driven by the devaluation of the Argentine peso relative to the U.S. dollar. See Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for further information regarding our non-GAAP financial measure of constant currency.
We enter into foreign exchange forward contracts to mitigate fluctuations in forecasted U.S. dollar-equivalent revenues from changes in foreign currency exchange rates. These contracts may reduce, but do not entirely eliminate, the effect of foreign currency exchange fluctuations, and we may choose not to hedge certain exposures. We designate these contracts as cash flow hedges of forecasted foreign currency revenue and initially record the gains or losses on these derivative instruments as a component of AOCI and reclassify the amounts into “Revenues” on the Consolidated Statements of Operations in the same period the forecasted transaction affects earnings. If the U.S. dollar weakened by 10% as of September 30, 2024 and December 31, 2023, the amounts recorded in AOCI related to our foreign exchange contracts, before taxes, would have been approximately $1.9 billion and $958 million lower, respectively. This adverse change in AOCI would be expected to offset a corresponding favorable foreign currency change in the underlying forecasted revenues when recognized in earnings.
We enter into foreign exchange forward contracts to mitigate fluctuations in forecasted and firmly committed U.S. dollar-equivalent transactions related to the licensing and production of content assets from changes in foreign currency exchange rates. These contracts may reduce, but do not entirely eliminate, the effect of foreign currency exchange fluctuations, and we may choose not to hedge certain exposures. We designate these contracts as cash flow hedges and initially record the gains or losses on these derivative instruments as a component of AOCI and reclassify the amounts into “Cost of Revenues” to offset the hedged exposures as they affect earnings, which occurs as the underlying hedged content assets are amortized. If the U.S. dollar strengthened by 10% as of September 30, 2024 and December 31, 2023, the amounts recorded in AOCI related to our foreign exchange contracts, before taxes, would have been approximately $133 million and $71 million lower, respectively. This adverse change in AOCI would be expected to offset a corresponding favorable foreign currency change in the underlying exposures when recognized in earnings.
We use non-derivative instruments to mitigate foreign exchange risk related to our net investments in certain foreign subsidiaries. These non-derivative instruments may reduce, but do not entirely eliminate, the effect of foreign currency exchange fluctuations, and we may choose not to hedge certain exposures. We designate a portion of our foreign currency-denominated Senior Notes in euros as net investment hedges and the gains or losses on these non-derivative instruments are reported as a component of AOCI and remain in AOCI until the hedged net investment is sold or liquidated, at which point the amounts recognized in AOCI are reclassified into earnings.
We have also experienced and will continue to experience fluctuations in our net income as a result of gains (losses) on the settlement and the remeasurement of monetary assets and liabilities denominated in currencies that are not the functional currency. In the nine months ended September 30, 2024, we began entering into foreign exchange forward contracts to mitigate the foreign exchange risk on intercompany transactions and monetary assets and liabilities that are not denominated in the functional currencies of the Company and its subsidiaries. These contracts may reduce, but do not entirely eliminate, the effect of foreign currency exchange fluctuations, and we may choose not to hedge certain exposures. Certain contracts are not designated as hedging instruments and the gains or losses on these derivative instruments are recorded in “Interest and other income (expense)” in the Consolidated Statements of Operations. We also designate certain contracts as fair
value hedges to mitigate the foreign exchange risk on the remeasurement of our foreign-currency denominated debt. The gains or losses on these derivative instruments included in the assessment of hedge effectiveness are recorded in “Interest and other income (expense),” net with the offsetting foreign currency remeasurement gains and losses on the hedged items. If an adverse change in exchange rates of 10% was applied to our monetary assets and liabilities denominated in currencies other than the functional currencies as of September 30, 2024 and December 31, 2023, income before income taxes would have been approximately $22 million and $516 million lower, respectively, after considering the offsetting impact of the foreign currency exchange contracts and our net investment hedges. The decrease in the hypothetical adverse change in income before taxes from $516 million as of December 31, 2023 to $22 million as of September 30, 2024 is primarily driven by our use of non-derivative and derivative instruments to mitigate foreign exchange risk related to the remeasurement of foreign-currency denominated balances during the nine months ended September 30, 2024.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our co-Chief Executive Officers 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 Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our co-Chief Executive Officers 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 Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Our management, including our co-Chief Executive Officers 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 the Company have been detected.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1.Legal Proceedings
The information set forth under Note 8 Commitments and Contingencies in the notes to the consolidated financial statements under the caption “Legal Proceedings” is incorporated herein by reference.
There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Company Purchases of Equity Securities
Stock repurchases during the three months ended September 30, 2024 were as follows:
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Programs (1)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
(in thousands)
July 1 - 31, 2024
943,075
$
656.47
943,075
$
4,135,755
August 1 - 31, 2024
884,428
$
655.59
884,428
$
3,555,932
September 1 - 30, 2024
723,536
$
692.53
723,536
$
3,054,860
Total
2,551,039
2,551,039
(1) In March 2021, the Company’s Board of Directors authorized the repurchase of up to $5 billion of its common stock, with no expiration date, and in September 2023, the Board of Directors increased the share repurchase authorization by an additional $10 billion, also with no expiration date. For further information regarding stock repurchase activity, see Note 9 Stockholders’ Equity to the consolidated financial statements in this Quarterly Report.
(2) Average price paid per share includes costs associated with the repurchases.
Item 5.Other Information
Rule 10b5-1 Trading Plans
The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended September 30, 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows:
Name
Title
Action
Date Adopted
Expiration Date
Aggregate # of Securities to be Purchased/Sold
Richard Barton (1)
Director
Adoption
7/26/2024
12/31/2025
12,062
Timothy Haley (2)
Director
Adoption
8/6/2024
11/6/2025
11,737
(1) Richard Barton, a member of the Board of Directors, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on July 26, 2024. Mr. Barton's plan provides for the potential exercise of vested stock options and the associated sale of up to 12,062 shares of Netflix common stock. The plan expires on December 31, 2025, or upon the earlier completion of all authorized transactions under the plan.
(2) Timothy Haley, a member of the Board of Directors, trusts for which he serves as a trustee and a partnership for which he serves as the sole general partner and limited partner, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on August 6, 2024. The plan provides for the potential sale of up to 11,737 shares of Netflix common stock. The plan expires on November 6, 2025, or upon the earlier completion of all authorized transactions under the plan.
Other than those disclosed above, none of our directors or officers adopted or terminated a "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K.