Item 2.02 Results of Operations and Financial Condition.



On January 19, 2023, Netflix, Inc. (the "Company") announced its financial
results for the quarter ended December 31, 2022. The Letter to Shareholders,
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference, includes reference to the non-GAAP financial measures of F/X neutral
revenue and operating margin, free cash flow, last twelve months ("LTM") EBITDA,
and adjusted EBITDA. 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 the non-GAAP measures of free cash flow, LTM EBITDA and adjusted
EBITDA are important liquidity metrics because they measure, during a given
period, the amount of cash generated that is available to repay debt
obligations, make strategic acquisitions and investments and for certain other
activities like stock repurchases. Management believes that F/X neutral revenue
and operating margin allows investors to compare our projected results to our
actual results absent intra-year currency fluctuations. However, these non-GAAP
measures should be considered in addition to, not as a substitute for or
superior to, net income, operating income, operating margin, diluted earnings
per share and net cash provided by (used in) operating activities, or other
financial measures prepared in accordance with GAAP. Reconciliation to the GAAP
equivalent of this non-GAAP measure is contained in tabular form in Exhibit
99.1.

The information contained in this Item 2.02 and the accompanying Exhibit 99.1
are "furnished" and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, and shall not be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act regardless of any general incorporation language in
such filing, unless expressly incorporated by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.




On January 13, 2023, Reed Hastings was appointed as Executive Chairman of the
Board of Directors (the "Board") of the Company, effective immediately. At that
time, Mr. Hastings resigned his role as co-Chief Executive Officer and President
of the Company, but remains an employee of the Company in his new role as
Executive Chairman. Also on January 13, 2023, Greg Peters, age 52, was appointed
as co-Chief Executive Officer of the Company. Mr. Peters will serve as co-Chief
Executive Officer with Ted Sarandos, the Company's co-Chief Executive Officer.
Additionally, Mr. Peters has been appointed to the Board and will hold office as
a Class I director. He has not yet been appointed to serve as a member of any
Board committee. Both appointments were effective as of January 13, 2023.

Biographical and other information about Mr. Peters can be found in the section
of Netflix's 2022 Proxy Statement, filed with the Securities and Exchange
Commission on April 22, 2022, entitled "Our Company-- Executive Officers-Greg
Peters", which is incorporated by reference herein. Mr. Peters brings to the
Board a deep understanding of the Company's business, including its technology
and worldwide operations, as well as executive leadership experience.

There is no family relationship between Mr. Peters and any other person that
would require disclosure under Item 401(d) of Regulation S-K. Mr. Peters is also
not a party to any transactions that would require disclosure under Item 404(a)
of Regulation S-K.

In connection with the above appointments and resignation, on January 13, 2023, the Compensation Committee of the Board of the Company made the following modifications to the 2023 compensation for Mr. Peters and Mr. Hastings:

ANNUAL STOCK ESTIMATED TARGET


                                                          ANNUAL SALARY         OPTION ALLOCATION            BONUS
Greg Peters, Co-Chief Executive Officer                 $    3,000,000          $   17,325,000          $  14,325,000
Reed Hastings, Executive Chairman of the Board                 500,000               2,500,000                       N/A

All other terms relating to the 2023 compensation for Mr. Peters and Mr. Hastings remain consistent with those disclosed in the Company's Current Report on Form 8-K filed on December 23, 2022.


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Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits

Exhibit Number           Description of Exhibit
  99.1                     Letter to Shareholders dated January 19, 2023
                         Cover Page Interactive Data File (embedded within the Inline XBRL
104                      document)

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