What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-18 compared with 2021-02-26 · 153 added, 129 removed, 109 unchanged (72% of the section changed)

(“Roku”, “the Company”, “we” or “us”) is the leading TV streaming platform in the U.S.

by hours streamed.

We pioneered streaming to the TV and were founded on the belief that all TV content will be streamed.

The re-platforming of the TV ecosystem is underway and is creating more options for consumers, content publishers, advertisers and other industry participants.

TV streaming is now mainstream and consumers are spending more time watching TV streaming services, with many ‘cutting the cord’ from legacy pay TV services entirely.

Over the past several years, many of the biggest names in media have transitioned toward streaming offerings and similarly, advertisers looking to reach and engage with streaming audiences are increasingly taking advantage of the benefits inherent to the digital advertising capabilities of TV streaming platforms and are re-allocating their budgets accordingly.

These trends continued to gain momentum in 2020 as consumers spent more time at home due to the COVID-19 pandemic.

Our mission is to be the streaming platform that connects the entire TV ecosystem of viewers, content publishers and advertisers.

(“Roku,” “the Company,” “we,” or “us”) is the leading TV streaming platform in the United States, Mexico, and Canada by hours streamed.

We pioneered streaming to the TV.

We believe that someday, all TV content and all TV advertising will be streamed.

The shift of the TV ecosystem to streaming is continuing and is creating more options for consumers, content publishers, advertisers, and other industry participants.

TV streaming is now mainstream and consumers are spending more time watching TV streaming services, with many ‘cutting the cord’ from legacy TV services entirely.

Over the past several years, nearly every major media company has entered TV streaming and launched a streaming service.

Similarly, advertisers looking to reach and engage with streaming audiences are increasingly taking advantage of the benefits inherent to the digital advertising capabilities of TV streaming platforms and are re-allocating their budgets accordingly.

Our mission is to be the global TV streaming platform that connects and benefits the entire TV ecosystem of consumers, content publishers, and advertisers.

Through our TV streaming platform, we are focused on connecting consumers to the entertainment they love, enabling content publishers to build and monetize large audiences, and providing advertisers with unique capabilities to engage consumers.

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The features and functionality of our platform, powered by the Roku OS, enable us to address the needs of our consumers, content publishers, advertisers, Roku TV brand partners, and other partners.

Consumers can discover and access a wide variety of streaming content, content publishers can reach our highly-engaged user base of over 50 million active accounts and utilize our billing services and data insight tools, advertisers can serve targeted and measurable ads to the TV viewers that they want to reach, Roku TV brand partners can build market share by offering high performance smart TVs in a range of sizes and price points, and retailers can offer customers Roku’s highly-rated streaming devices on-line and in stores.

Consumers can discover and access a wide variety of streaming content, content publishers can reach our highly-engaged user base of over 60 million active accounts and utilize our billing services and data insight tools, advertisers can serve targeted and measurable ads to the TV viewers that they want to reach, Roku TV brand partners can build market share by offering high performance smart TVs in a range of sizes and price points, and retailers can offer customers Roku’s highly-rated streaming devices online and in stores.

We continue to invest significant resources to advance the Roku OS;

to provide an industry-leading platform for our consumers, content publishers, and advertisers;

to obtain content for our platform that attracts users, including our own original content;

and to extend Roku’s advantage as the streaming decade continues.

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Furthermore, our business model is designed to fulfill the needs of the participants in the TV streaming ecosystem:

consumers, content publishers, advertisers, TV OEMs, other device licensees and consumer electronics retailers.

consumers, content publishers, advertisers, TV brand partners, other device licensees, and retailers.

Increasing the number of active accounts

We make TV streaming affordable by offering a lineup of stand-alone streaming players that connect to a user’s TV.

Furthermore, to enhance our users’ experience and to provide a better audio experience we also offer our Roku Smart Soundbars and Roku Streambars, each with a streaming player built in that enables the soundbar to connect to our streaming platform, Roku wireless speakers that connect to Roku TV models, and our Roku Wireless Subwoofers.

We make access to TV streaming affordable in part by offering a lineup of stand-alone streaming players that connect to a user’s TV.

To enhance our users’ experience and to provide a better audio experience, we also offer our Roku Streambars with a streaming player built in that enables the soundbar to connect to our streaming platform, Roku wireless speakers that connect to Roku TV models and Roku Streambars, and our Roku Wireless Subwoofers.

Furthermore, we offer customer choice with The Roku TV Ready program, which in partnership with audio companies, we enable their audio products to work seamlessly with Roku TV models.

We launch new devices and provide updates via the Roku OS periodically to ensure they offer the highest performance at an affordable price.

We also partner with TV brands that manufacture and sell co-branded Roku TV models that integrate the Roku OS to enable basic TV functions and connect to our TV streaming platform.

We have driven strong growth in our Roku TV licensing program.

We also license the Roku OS to TV brand partners that manufacture and sell co-branded Roku TV models that integrate the Roku OS to enable basic TV functions and connect to our TV streaming platform.

We have driven strong active account growth through our Roku TV licensing program.

Using our reference designs results in relatively low hardware costs, enabling these TV brand licensees to manufacture and sell smart TVs that are competitively priced for consumers and that are automatically updated whenever we issue a Roku OS update.

We also license the Roku OS and our streaming player designs, as well as provide ongoing technology and support services, to certain international pay TV and telco service operators that distribute co-branded players to their subscribers in their markets.

Taken together, we offer consumers tremendous optionality and value when it comes to gaining access to the Roku platform, and combined with the exceptional user experience.

We also license the Roku OS and our streaming player designs, as well as provide ongoing technology and support services, to certain international pay TV and telecommunications service operators that distribute co-branded players to their subscribers in their markets.

We offer consumers tremendous optionality and value with respect to gaining access to the Roku platform that is combined with an exceptional user experience on the platform.

We have been able to significantly scale our active account base over a multi-year period.

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Growing streaming hours

We believe that offering users a wide range of content drives increased user engagement by delivering a better overall streaming experience.

Streaming hours on our platform have grown from 37.8 billion hours in 2019 to 58.7 billion hours in 2020, as we have grown active accounts through the distribution of Roku streaming players and Roku TV models, and as our active accounts stream more hours per day, on average.

We believe that offering users a wide range of content and easy-to-use user interface drives increased user engagement by delivering a better overall streaming experience.

Streaming hours on our platform have grown from 58.7 billion hours in 2020 to 73.2 billion hours in 2021, as our active accounts have grown through the distribution of Roku streaming players and our partners’ Roku TV models.

Through our streaming platform and our streaming devices, we make it easy and affordable for our users to watch their favorite TV shows and movies, as well as listen to streaming audio.

Furthermore, we believe our platform offers users an incredible streaming experience through a user interface that is easy to use and navigate.

From the Roku home screen, our users can easily find and access the 500,000+ free and paid movies and TV episodes including live TV, news, sports, hit movies, popular shows, and more that are available from the thousands of channels on our streaming platform.

And Roku’s powerful cross-channel search capabilities make it simple for our users to find the entertainment they’re looking for.

From the Roku home screen, our users can easily find and access the 500,000+ free and paid movies and TV episodes, as well as live TV, news, sports, hit movies, popular shows, and more, that are available from the thousands of channels on our streaming platform.

And Roku’s powerful cross-channel search capabilities make it simple for our users to find the entertainment they are looking for.

Users have the optionality to align their spend to their budget by choosing content that is available on an ad-supported, subscription, or transactional basis.

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We enable our content partners to publish streaming channels, quickly and easily, which makes us an attractive platform for content publishers to partner with as they seek to reach TV streaming, or over-the-top (“OTT”), users.

Content publishers can deliver content directly to our large and relevant audiences and reach those users who no longer use or those who never used legacy pay TV or paid TV subscriptions.

Content publishers can deliver content directly to our large and relevant audiences and reach those users who no longer use or those who never used legacy TV or paid TV subscriptions.

As consumers shift to TV streaming, content publishers that use our platform are able to reach these streaming audiences at scale and engage users directly.

The Roku Channel is our own streaming channel that drives user engagement on our platform by providing our users free, ad-supported access to a large library of third-party content that we directly license, in addition to content made available through The Roku Channel by our content publishers.

In this way, The Roku Channel also is intended to help content publishers drive additional viewership and maximize the value of their content on our platform.

The Roku Channel is available in the U.S., U.K.

In 2020, in the U.S., we added a line-up of more than 100 free live/linear channels on the Roku Channel and introduced a new Live TV Channel Guide, offering users a convenient way to discover and watch live TV.

The Roku Channel is our own streaming channel that drives user engagement on our platform by providing our users free, ad-supported access to a large library of third-party movies and shows on-demand that we directly license, live streaming linear channels, original content, and subscription video on demand (“SVOD”) content made available through Premium Subscriptions on The Roku Channel.

The Roku Channel offers Premium Subscriptions from dozens of content partners, giving users the ability to browse all available content before signing up, obtain free trials for subscriptions, sign up in one-click, and enjoy simple subscription management with a single monthly bill.

The Roku Channel also is intended to help content publishers drive additional viewership and maximize the value of their content on our platform.

For example, we provide personalized content selection for users and integrated Roku Pay billing services into The Roku Channel to enable one-click subscriptions.

The Roku Channel is available in the United States, the United Kingdom, and Canada.

In the United States, The Roku Channel features a diverse lineup of more than 80,000 free movies and TV shows, including original and exclusive content, 200+ free live linear television channels, free ad-supported entertainment for kids and family with more than 10,000 titles, and more than 50 premium subscription channels.

The Roku Channel model offers content that grows engagement, which accelerates advertising revenue, which then enables more investment in content.

To further drive user engagement on our platform, in 2021, we acquired exclusive movies and TV shows for the first time, featuring titles that are exclusive to The Roku Channel.

In May 2021, we launched this original exclusive content as Roku Originals, which is original content exclusive to The Roku Channel.

Our first Roku Originals consisted of content from the Quibi library, which we acquired in January 2021.

We have since greenlit second seasons of some of these shows and added original content that was not part of that acquisition.

We also acquired the This Old House franchise in March 2021, and launched advertising-supported video on demand (“AVOD”), ad-supported linear, and Premium Subscription channels for This Old House content on The Roku Channel.

In 2021, we also launched the Roku Brand Studio that evolves the advertising product and enhances the streaming experience for our users.

Through Roku Brand Studio, Roku helps marketers go beyond the traditional 30-second TV ad spot and offer more innovative ad experiences, such as sponsored ads in our user interface, interactive video ads, branded content series, and more.

Roku Originals will continue to play an important part of The Roku Channel’s programming in 2022 and beyond with content investments in original programming planned to be commensurate with the channel’s overall growth.

Monetization:

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We believe that running relevant display and digital ads enhances the user experience on our platform.

We generate revenue by monetizing our users’ engagement on our platform through a variety of services and capabilities, including video advertising in ad supported channels, sales of subscription services and other commerce transactions, brand sponsorship and promotions, and billing services.

Each individual user on our platform creates multiple revenue opportunities for Roku, whether they’re purchasing content, enjoying ad-supported content or simply opening the Roku home page.

We generate platform segment revenue by monetizing our users’ engagement on our platform through a variety of services and capabilities, including sales of subscription services and other commerce transactions, brand sponsorship and promotions, billing services, and video advertising in ad supported channels.

Each user on our platform creates multiple revenue opportunities for Roku, whether they are purchasing content, enjoying ad-supported content, opening the Roku home page and seeing a branded takeover of our home screen, or using a Roku remote.

We measure monetization of our platform by calculating the average revenue per user (“ARPU”), which we believe represents the inherent value of our business model, and growth in gross profit.

In 2020, ARPU (which we measure

on a trailing twelve-month basis) increased from $23.14 to $28.76 and gross profit for the full year grew from $495.2 million to $808.2 million.

Our sophisticated and leading streaming platform enables advertisers, including content publishers, brands and agencies, to reach audiences that are no longer reachable or are increasingly unavailable through advertising on traditional TV.

In 2021, ARPU (which we measure on a trailing twelve-month basis) increased from $28.76 as of December 31, 2020 to $41.03 as of December 31, 2021 and gross profit for the full year grew from $808.2 million as of December 31, 2020 to $1,408.6 million as of December 31, 2021.

Our sophisticated and leading streaming platform enables advertisers, including content publishers, brands, and agencies, to reach audiences that are no longer reachable or are increasingly unavailable through advertising on legacy TV.

We make it easy for content publishers to distribute and monetize their streaming content through three primary business models:

transaction video on demand (“TVOD”), subscription video on demand (“SVOD”), and advertising-supported video on demand (“AVOD”).

Through our platform we are also able to assist content partners with billing services, including billing customers for in-channel purchases like a movie rental, managing subscriptions and customer invoices.

Roku Pay, our platform billing solution, is a key platform capability that simplifies consumer subscription signups and drives purchase and retention for partners.

Content publishers also have access to our promotional and audience development tools to help them attract and retain viewers.

transaction video on demand (“TVOD”) that includes channels that offer a la carte movie purchases or rentals, subscription video on demand that includes subscriptions to individual video on demand channels and so-called virtual multichannel video programming distribution services, and ad-supported, which includes AVOD channels with on demand content that do not charge a subscription fee to users, as well as free ad-supported streaming TV (“FAST”), which we define as free, ad-supported linear streaming TV.

Through Roku Pay, our platform billing solution, we are also able to assist content partners with billing services, including billing users for in-channel purchases like movie rentals, managing subscriptions, and customer invoices.

We believe Roku Pay is a key platform capability that simplifies user subscription signups and drives purchase and retention for our content publishers.

Content publishers also have access to our media and entertainment promotional spending campaign tools to help them attract and retain viewers.

Content publishers can use a variety of ad placements, including native display ads on the Roku home screen or a screen saver to drive channel downloads, promote a channel’s content, and direct traffic to their channels in order to drive subscriptions or movie and TV show consumption.

We also sell branded channel buttons on streaming player and Roku TV remote controls that are intended to increase incremental usage of the channel by allowing users to launch straight into the channel from the home screen.

We also derive revenue from the sale of branded channel buttons on streaming player and Roku TV remote controls that are intended to increase incremental usage of the channel by allowing users to launch straight into the channel from the home screen.

Our analytics and reporting assist content publishers with analyzing viewership trends and metrics for specific titles.

Using machine learning, we also can help content publishers target new audiences that are more likely to subscribe to their services.

The Roku Channel provides monetization for both our content partners and Roku through digital advertising.

The Roku Channel provides our users with free access to over 50,000 titles, including hit Hollywood movies, TV episodes, news channels, and more and is a leading sources of advertising inventory.

Through Premium Subscriptions within The Roku Channel, we resell ad-free premium content subscription services from providers such as Showtime, Starz, and Epix directly to our users.

In addition, we have developed and implemented various features within The Roku Channel that can be used to recruit and retain subscribers for Premium Subscription.

For example, we provide personalized content selection for users and integrated The Roku Channel into our billing services to enable one-click subscriptions.

Advertisers are able to use our platform to leverage our direct relationship with our users, as well as our advertising capabilities and user data and insights, to serve relevant, targeted advertisements.

We offer advertisers a unique and effective set of tools to engage with our users and our platform.

Advertisers are able to leverage our direct relationship with our users, as well as our advertising capabilities and user data and insights, to serve relevant, targeted advertisements.

Roku’s first-party data is a result of our direct relationship with users and is exclusively available in our Oneview ad platform.

Advertisers on our platform also can measure both the effectiveness of the ads served and their return on investment.

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We work with a wide variety of third-party measurement companies to measure the branding impact of the ads served and audience demographics, validate ad effectiveness, and quantify sales lift from advertising on our platform.

Furthermore, we have relationships with third-party providers that focus on transactional or point of sale data, which enables our advertisers to compare the effectiveness of ads served on our platform to advertising on traditional TV.

Additional promotional advertising opportunities include content sponsorships to give users the opportunity to experience a free movie or show and sponsored themes on our home screen.

We also sell branded content rows within The Roku Channel.

In May 2020, we announced the rebranding of the OneView Ad Platform, a single platform leveraging TV identity data to manage advertising across OTT, desktop, and mobile campaigns.

As consumers move to TV streaming, OneView provides advertisers with a toolset to scale their OTT advertising and marketers self-serve capabilities to optimize and measure effectiveness across screens.

OneView integrates the reach, inventory, and capabilities of Roku advertising with the identity and attribution tools of demand-side platform dataxu, which the company acquired in November 2019.

OneView is the ad buying platform built for TV streaming.

Advertisers use OneView to set up, make changes, and measure ad campaigns entirely on their own.

In a world where all TV ads will be automated and streamed, our software and machine learning provide the best way to reach a Roku user wherever they are -- Roku, other TV streaming devices, desktop, mobile, and more.

Advertisers choose OneView because it is the only ad buying platform with Roku data, with ad space from The Roku Channel, and with new Roku ad experiences that go beyond the legacy TV spot.

Business Growth

Investment in Growth

We believe that our future performance will depend on the success of the investments in our business that we have made, and will continue to make, to improve the value for users, content publishers, and advertisers on our platform.

We must regularly update and enrich our platform to meet evolving consumer behavior and deliver a superior experience for our users, content publishers, and advertisers.

Further, it is important that we remain a platform for content delivery and invest to provide content publishers with best-in-class publishing tools and actionable audience insights.

We must continue

to innovate and invest in our advertising capabilities and technology so that we attract and encourage incremental advertising spend on our platform.

Accordingly, we plan to continue investing in our business to enhance our competitive differentiation and seed future growth.

In particular, these investments will include research and development initiatives to bring new features and technology to our platform;

sales and marketing efforts to drive increased scale and engagement of our user base;

continuing to invest in both licensed and original content to drive incremental usage of The Roku Channel;

and building out our general and administrative infrastructure to support a global scale business.

Advertising Innovation

We are expanding our total addressable market to direct-to-consumer and small/medium businesses (“SMBs”) that currently spend primarily on digital and social media platforms.

We are building new advertiser products for SMBs to access the OneView ad platform.

In 2021, we announced a new tool that will allow Shopify merchants to easily build, buy, and measure TV streaming advertising campaigns on the Roku platform.

Also, in 2021, we acquired Nielsen’s video automatic content recognition and dynamic ad insertion technologies.

Roku can now enable TV programmers to replace legacy TV ads with targeted ads in real-time.

This means marketers can improve the consumer experience by no longer running the same ad too many times to the same linear TV viewer and content owners can increase ad revenue by bringing Roku data and attribution into legacy TV advertising.

International Markets

We believe that the value our business delivers to participants in the TV ecosystem in the U.S.

— consumers, content publishers, advertisers, TV OEMs, other device licensees, and retailers — is also compelling in international markets.

To date, we have brought the same business model to certain markets that has enabled us to develop the No.

1 TV streaming platform in the U.S.

by hours streamed.

In 2020, Roku TV was the No.

1 selling smart TV operating system in Canada.

Also, in 2020, we launched in Brazil, first in partnership with AOC to bring the AOC Roku TV to consumers and then with the launch of Roku Express, our first streaming device in the country.

In these newer markets, we will continue to focus on building scale, increasing engagement, and ultimately driving monetization.

The shift from traditional pay TV to TV streaming is a global phenomenon, as it offers consumers better choice and greater control over their entertainment.

We believe that the value our business delivers to consumers, content publishers, advertisers, TV brand partners, other device licensees, and retailers is as compelling in international markets as it is in the United States.

Today our products are available in 20+ countries while the Roku OS is available in six countries.

We are now the #1 TV streaming platform in the United States, Mexico, and Canada by hours streamed.

We continue to build our foundation for international expansion by establishing teams and offices around the world and investing in systems and processes that will support international expansion going forward.

In 2021, we expanded into Germany with our player business and launched new Roku TV models in the United Kingdom, Brazil, Mexico, Chile, and Peru.

In international territories, we will continue to focus on building scale first, increasing customer engagement, and ultimately driving monetization.

Sales and Marketing

We engage in a wide variety of sales and marketing activities to continuously drive scale, engagement, and monetization and dedicate significant resources to this area.

We engage in a wide variety of sales and marketing activities to continuously drive active account growth, engagement, and monetization and dedicate significant resources to this area.

Our sales and marketing activities are primarily focused on building and expanding relationships with content publishers, advertisers, TV brands, retailers, and service operators, and driving sales of our streaming players and audio products and Roku TV models to consumers through retail distribution channels.

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Our relationship with content publishers is typically client-direct.

We secure direct access to publishers’ video ad inventory as part of our distribution agreements and serve as an additional channel for content publishers to monetize their audience.

We secure direct access to publishers’ video ad inventory as part of our distribution agreements and through access to programmatic ad exchanges in OneView to serve as an additional channel for content publishers to monetize their audience.

These sales efforts are differentiated and complementary to that of our content publishers.

Whereas our publishers typically sell on a cross-platform basis and feature their brand and content in their sale, we focus on delivering a large OTT audience across many channels at once.

Whereas our publishers typically feature their brand and content in their sale, we focus on delivering a large streaming audience across many channels at once using our own data.

We sell advertising to a wide range of advertisers helping them reach their goals across numerous key performance indicators.

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We also sell products internationally through distributors and to retailers.

In the years ended December 31, 2020 and December 31, 2019, sales through Amazon, Best Buy and Walmart each accounted for more than 10% of our player segment revenue.

These three retailers collectively accounted for 69% and 72% of our player segment revenue for the years ended December 31, 2020, and 2019, respectively.

Amazon, Best Buy, and Walmart collectively accounted for 69% of our player revenue for both

of the years ended December 31, 2021 and 2020.

We support retailers with an experienced sales management team and work closely with these retailers to assist with in-store marketing and product mix forecasting.

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Our revenue and gross profit are traditionally strongest in the fourth quarter of each fiscal year and represent a high percentage of the total net revenue for such fiscal year due to higher consumer purchases and increased advertising during holiday seasons.

Furthermore, a significant percentage of our player sales through retailers in the fourth quarter of the fiscal year are pursuant to committed sales agreements with retailers for which we recognize significant discounts in the average selling prices in the third quarter in an effort to grow our active accounts, which will reduce our player gross margin.

Furthermore, in preparation for the fourth quarter holiday season, we recognize significant discounts in the average selling prices of our player sales through retailers in an effort to grow our active accounts, which typically reduce our player gross margin in the fourth quarter.

Research and Development

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Our contracts do not obligate them to supply products to us in any specific quantity or at any specific price.

Our contract manufacturers procure components and assemble our products to demand forecast we establish based upon historical trends and analysis from our sales and product management functions.

The contract manufacturers ship our products to our third-party warehouses in California, the United Kingdom and Brazil where they ship players directly to retailers, wholesale distributors and to end users.

Our contract manufacturers procure components and assemble our products to demand forecast we establish based upon historical trends and analysis from our sales, operations, and product management functions.

The contract manufacturers ship our products to our third-party warehouses in California, the United Kingdom, Germany, and Brazil where we ship our products directly to retailers, wholesale distributors and to end users.

Government Regulation

Our business and our devices and platform are subject to numerous domestic and foreign laws and regulations covering a wide variety of subject matters.

Our business and our devices and platform are subject to numerous U.S.

federal, U.S.

state, and foreign laws and regulations covering a wide variety of subject matters.

These laws and regulations include general business regulations and laws, as well as regulations and laws specific to providers of internet-delivered streaming services and internet-connected devices.

New laws and regulations in these areas may have an adverse effect on our business.

The costs of compliance with these laws and regulations are substantial and are likely to increase in the future.

Compliance with existing or future laws and regulations, including, but not limited to, those pertaining to internet and online services, data privacy and security, consumer protection, global trade, employee health and safety, and taxes, could have an adverse impact on our business in subsequent periods.

If we fail to comply with these laws and regulations, we may be subject to significant liabilities and other penalties.

In particular, our business is subject to foreign and domestic laws and regulations applicable to companies conducting business using the Internet.

Both domestic and foreign jurisdictions vary widely as to how, or whether, existing laws governing areas such as privacy and data security, online platform liability, consumer protection, payment processing or sales and other taxes and intellectual property apply to the Internet and e-commerce, and these laws are continually evolving.

Moreover, the laws governing these areas, as well as those governing electronic contracts and Internet content and access restrictions, among other areas, are rapidly evolving.

The laws in these areas are unsettled and future developments are unpredictable.

Laws that lead to more stringent regulation of companies engaging in businesses using the Internet may have a negative impact on our business.

In the United States, the regulatory framework for privacy and security issues is rapidly evolving.

State and federal consumer protection regulators generally exercise oversight of consumer privacy protections and the security of online services.

For example, California recently adopted the California Consumer Privacy Act of 2018 (“CCPA”), which gives California residents expanded rights to access and require deletion of their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.

The CCPA has prompted a number of proposals for new federal and state privacy legislation.

State laws may also impose obligations on us in the event of a security breach or inadvertent disclosure of personal information.

Foreign jurisdictions impose different, and sometimes more stringent, consumer and privacy protections, including the European Union (“EU”) General Data Protection Regulation (“GDPR”).

The GDPR broadly regulates the processing of personal information about individuals in the EU and includes significant penalties for non-compliance.

Such consumer privacy laws are constantly changing and may become more diverse and restrictive over time, challenging our ability to fully comply with these laws in all jurisdictions.

For example, in both the United States and abroad, the regulatory framework for privacy and data security issues is rapidly evolving.

federal and state consumer protection regulators generally exercise oversight of consumer privacy protections and the security of online services.

And an increasing number of states have passed, or are considering legislation to govern consumer privacy.

Likewise, foreign jurisdictions in which we operate impose different, and sometimes more stringent, consumer and privacy protections, compared to the United States.

Consumer privacy laws are constantly changing and may become more diverse and restrictive over time, increasing the challenges and costs associated with complying with these laws in all jurisdictions.

Privacy laws also may limit the ability of advertisers to fully utilize our platform, which could have a negative impact on our business.

Tax regulations in domestic and international jurisdictions where we do not currently collect state or local taxes may subject us to the obligation to collect and remit such taxes, to additional taxes or to requirements intended to assist jurisdictions with their tax collection efforts.

New legislation or regulation, the application of laws from jurisdictions whose laws do not currently apply to our business or the application of existing laws and regulations to the Internet and e-commerce generally could result in significant additional taxes on our business.

An increasing number of jurisdictions are considering or have adopted laws or administrative practices that impose new tax measures, including revenue-based taxes, targeting online commerce and the remote selling of goods and services.

These include new obligations to collect sales, consumption, value added, or other taxes on online marketplaces and remote sellers, or other requirements that may result

in liability for third-party obligations.

For example, Maryland recently passed legislation establishing a tax on certain advertising activities and in certain jurisdictions outside of the United States, including member states of the EU have proposed or enacted taxes on online advertising and marketplace service revenues.

Our results of operations and cash flows could be adversely affected by additional taxes of this nature imposed on us prospectively or retroactively or additional taxes or penalties resulting from the failure to comply with any collection obligations.

The continued growth and demand for e-commerce is likely to result in more laws and regulations that impose additional compliance burdens on e-commerce companies, and any such developments could harm our business.

In addition, the Internet is a vital component of our business and also is subject to a variety of laws and regulations in jurisdictions throughout the world.

We expect to rely on the historical openness and accessibility of the Internet to conduct our business, and government regulations that impede or fail to preserve the open Internet could harm our business.

To the extent regulatory agencies adopt rules that allow network operators to restrict the flow of content over the Internet, such operators may seek to extract fees from us or our content publishers to deliver our traffic or may otherwise engage in blocking, throttling or other discriminatory practices with respect to our traffic, which could adversely impact our business.

Our content publishers also are subject to a wide range of government regulations that may vary by jurisdiction.

Because our business depends on the availability of third-party content delivered over the Internet, increased regulation of our content publishers or changes in laws or regulations governing Internet retransmission of third-party content could increase our expenses and adversely affect our business and the attractiveness of our platform.

In addition, the internet is a vital component of our business and is subject to a variety of laws and regulations in jurisdictions throughout the world.

We historically have relied on the openness and accessibility of the internet to conduct our business, and government regulations that impede the preservation of the open internet could harm our business.

Regulators in the United States and abroad continue to evaluate policy changes that could affect the openness of the internet.

To the extent regulators allow network operators to restrict the flow of content over the internet, such operators may seek to extract fees from us or our content publishers to deliver our traffic or may otherwise engage in blocking, throttling, or other discriminatory practices with respect to our traffic, which could adversely impact our business.

Finally, our content business is subject to a wide range of government regulations that may vary by jurisdiction.

Some nations highly regulate media, including TV streaming.

Others have (or may consider) regulations that mandate

certain content quotas or local production requirements, for cultural preservation or other reasons.

Because our business depends on the creation and production of content, and on the availability of third-party content, delivered over the internet, increased regulation of TV streaming or changes in laws or regulations governing internet transmission of content could adversely affect our business and the attractiveness of our platform.

Additionally, these kinds of regulations may make operating in certain jurisdictions more expensive or restrictive.

New laws and regulations, individually or in the aggregate, could increase our cost of doing business, impact our competitive position, or otherwise have an adverse effect on our business.

The costs of compliance with these laws and regulations are substantial and are likely to increase in the future.

Compliance with existing or future laws and regulations, including, but not limited to, those pertaining to internet and online services, data privacy and security, consumer protection, global trade, environmental protection, employee health and safety, and taxes, could have an adverse impact on our business in subsequent periods.

If we fail to comply with these laws and regulations, we may be subject to significant liabilities and other penalties as well as harm to our reputation.

For additional information about government regulation applicable to our business and associated risks, see Item 1A, Risk Factors, elsewhere in this Annual Report.

Intellectual Property

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To establish and protect our proprietary rights, we rely on a combination of intellectual property rights, including patents, trademarks, copyrights, trade secret laws, license agreements, confidentiality procedures, employee disclosure and invention assignment agreements, and other contractual rights.

As of December 31, 2020, we have approximately 195 issued patents and 200 pending applications in the United States and foreign countries.

As of December 31, 2021, we had approximately 750 issued patents and 600 pending applications in the United States and foreign countries.

We also license technology from third parties when we believe it will facilitate our product offerings or business.

The TV streaming industry is highly competitive and, as it continues to evolve, we will continue to face aggressive competition in every aspect of our business.

For information about the intellectual property risks applicable to our business, see Item 1A, Risk Factors, elsewhere in this Annual Report.

The TV streaming industry is highly competitive and, as it continues to evolve, we will continue to face strong competition in every aspect of our business.

We compete with much larger companies which have resources and brand recognition that pose significant competitive challenges.

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Our competitors include:

legacy pay TV service operators;

• companies that offer TV streaming devices that compete with our streaming players and Roku TV models and companies that license their operating systems for integration into smart TVs and other streaming products;

TV brands that offer their own TV streaming solutions within their TVs and well as other devices like game consoles, DVD players, Blu-ray players and set-top boxes that leverage their own operating systems;

• TV brands that offer their own TV streaming solutions within their TVs and well as other devices such as game consoles, DVD players, Blu-ray players, and set-top boxes that leverage their own operating systems;

• mobile streaming platforms that enable users to stream content on phones and tablets;

• companies that produce and aggregate TV streaming content with the goal of attracting wide audiences;

• companies that offer advertisers the opportunity to reach consumers on other content and advertising mediums;

• companies that offer users other sources for news and entertainment, including broadcast and cable television networks, newspapers and magazines, social networks, and video games;

• companies that operate in the same locations as our offices that may be better able attract and retain top talent in engineering, research and development, sales and marketing, operations, and other organizations.

We also compete with other entertainment providers, including other TV streaming companies and content publishers, in seeking high quality content to license for our platform and for talent and programming concepts for original content projects.

As the TV streaming market continues to develop, we may become subject to additional competition as we introduce or develop new products and services, as our existing products and services evolve, or as other companies introduce competing products and services.

Human Capital Management

As the leading TV streaming platform in the U.S.

by hours streamed, we believe our success depends on our culture and our ability to attract and retain our employees.

As of December 31, 2020, we employed approximately 1,925 full-time employees located in nine countries.

We believe our success depends on our culture and our ability to attract and retain our employees.

As of December 31, 2021, we employed approximately 3,000 full-time employees located in 13 countries.

Only our employees in Brazil are represented by a labor union with respect to their employment.

The majority of our employees currently are working remotely as a result of the COVID-19 pandemic.

The majority of our employees currently are working from home as a result of the COVID-19 pandemic but we expect that most employees will adopt a hybrid work schedule (consisting of both in-person work and working from home) in 2022.

We want our employees to be proud to work at Roku.

Our entrepreneurial, execution focused culture focuses on recruiting talented individuals, encouraging teamwork and expecting our employees to perform at a high level.

Our entrepreneurial, execution-focused culture emphasizes recruiting talented individuals, encouraging teamwork, and expecting our employees to perform at a high level.

Across Roku, teams are expected to communicate clearly, in real time.

Because our employees are trusted and encouraged to make decisions, leadership communicates plans, milestones and strategic context broadly, and employees are trusted to maintain the confidentiality of such information.

Because our employees are trusted and encouraged to make decisions, our leadership communicates plans, milestones, and strategic context broadly, and our employees are trusted to maintain the confidentiality of such information.

Our employees are encouraged to use our broad talent base for diverse points of view when making decisions.

As we grow our business, our goal is to ensure that Roku continues to be a great place to work and thrive.

In 2021, we launched our first company-wide employee engagement survey to better understand employee sentiment regarding our strategy, culture, compensation and benefits, leadership, and other dimensions of the employee experience.

Diversity and Inclusion

Roku is committed to being a diverse and inclusive organization.

We follow through on this commitment through our annual pay equity analysis designed to ensure we pay fairly and equitably across gender and ethnicity, year over year;

our hiring and management trainings that incorporate topics on mitigating unconscious bias;

and by having diverse interviews panel that limit questions to those that are legally compliant and objectively tied to applicable job openings.

During 2020, we furthered our commitment to diversity and inclusion by promoting a new Vice President of Inclusion Strategy and Talent Development who is building a growing team that is focusing on priorities in four key areas:

We are committed to being a diverse and inclusive organization.

We follow through on this commitment via our annual pay equity analysis designed to ensure we pay fairly and equitably across gender and ethnicity, year over year;

hiring and management trainings that incorporate topics on mitigating unconscious bias;

and diverse interview panels that limit questions to those that are legally compliant and objectively tied to applicable job openings.

Our Vice President of Global Talent Management and Inclusion leads a growing team that is focusing on priorities in four key areas:

Inclusive Employee Experiences, Inclusive Recruiting, Inclusive Communities & Social Impact, and Inclusive Customer Advocacy.

Inclusive Employee Experiences :

Among other initiatives, we have launched an Employee Resource Group (ERG) Program and are currently developing seven ERGs.

We also launched a series of educational employee-led dialogues that cover various topics of diversity ranging from ethnic diversity to neurodiversity and are providing diversity and inclusion training and curriculum in the areas of bias, leading diverse teams, and sourcing diverse talent.

Our Employee Resource Group (“ERG”) Program currently supports six ERGs, which are voluntary, employee-led groups intended to foster a diverse and inclusive workplace, build internal community, encourage career growth and networking, and support social impact partnerships.

We also regularly hold educational employee-led and expert-led dialogues that cover various diversity and inclusion topics, and we provide diversity and inclusion training and curriculum in the areas of bias, leading diverse teams, and sourcing diverse talent.

Inclusive Recruiting :

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Inclusive Communities & Social Impact :

We are in the process of developing new social impact programs to support employees and Roku in volunteerism, charitable activities, and youth engagement and anticipate we will have more to share related to our commitment to leaving a positive impact on young people and our wider community in future periods.

We have developed social impact programs to support employees and Roku in volunteerism, charitable activities, and youth engagement.

Inclusive Customer Advocacy :

As a TV streaming platform for viewers in the U.S.

and certain international locations, we want to reflect our users in our overall user experience and accessibility, content we license, and the channel on our platform.

During 2020, we launched a policy designed to acknowledge key areas of diversity and identity thoughtfully, meaningfully, and inclusive of our diverse customer base, year-round.

Training & Employee Development

Our Learning and Development function provides our employees with the training and development needed to support our growth.

Our employee training programs begin with a comprehensive New Hire Orientation that covers our

culture and business.

Our Orientation is supplemented by checklists and resources for an employee’s first 90 days.

In addition to mandatory training covering Anti-Harassment, Anti-Discrimination, and Privacy trainings, we offer employees a highly encouraged suite of training offerings such as Effective Feedback, Effective Meetings, and Communication and Presentation Skills.

Managers also are provided an additional set of trainings on Expectations for Managers, Interviewing and Hiring, and Performance Management to support new and newly promoted leaders in how to manage and lead effectively.

Our employees also have free access to additional training in technical and non-technical subjects through LinkedIn Learning.

We intend to continue to review, refresh, purchase and/or custom build additional training materials to support the performance and development needs of our global employees.

As a TV streaming platform with both U.S.

and international viewers, we believe our customer experiences should reflect the diversity of our customers.

In 2021, we launched several “inclusion zones” on the Roku platform that highlight and celebrate diverse stories from various content providers.

Learning and Talent Development

Our Learning and Talent Development function provides our employees with the training and development needed to support our strategic priorities and growth.

Our employee development programs begin with a comprehensive New Hire Onboarding experience covering our culture, business, and the resources employees need to increase their speed to productivity.

In addition to mandatory training covering Anti-Harassment, Anti-Discrimination, and Privacy, we offer employees a highly encouraged suite of training offerings such as High-Performance Feedback, Effective Meetings, and Communication and Presentation Skills.

Managers are provided with development on Expectations for Managers, Interviewing and Hiring, and Performance Management to support new and newly promoted leaders in managing and leading effectively.

In addition, all employees have access to on-demand technical and non-technical skill development

through LinkedIn Learning.

We intend to continue to review, refresh, purchase, and custom-build additional training materials to support our global employees’ performance and development needs.

Compensation and Benefits

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As a result, we endeavor to pay competitive total compensation that is guided by market rates and tailored to account for the specific needs and responsibilities of a particular position as well as the unique qualifications of the individual employee.

In determining each employee’s total compensation, we consider what they would be paid by another employer, what we would have to pay to replace them it they leave Roku, and the amount we would pay to retain them.

We pay employees total compensation that is comprised of salary and equity awards rather than offer specific benefits or perks that might be valued differently by different employees.

In determining each employee’s total compensation, we consider what they would be paid by another employer, what we would have to pay to replace them if they leave Roku, and the amount we would pay to retain them.

Generally, we pay employees total compensation that is comprised of salary and equity awards rather than offering specific benefits or perks that might be valued differently by different employees.

We do not pay cash bonuses or have performance-based equity awards because our employees are expected to work at the highest level regardless of possible bonus payouts or awards.

We recognize that our employees are most likely to thrive when they have the resources to meet their needs and the time and support to succeed in their professional and personal lives.

In support of this, we offer a variety of benefits and wellness offerings to employees around the world.

Available Information

Our website address is www.roku.com.

We make available, free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Sections 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after they have been electronically filed with, or furnished to, the Securities Exchange Commission (“SEC”).

Investors and others should note that we announce material financial information to our investors using our investor relations website (ir.roku.com), SEC filings, webcasts, press releases, and conference calls.

We make available, free of charge through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports, filed or furnished pursuant to Sections 13(a) or Section 15(d) of the Exchange Act, as soon as reasonably practicable after they have been electronically filed with, or furnished to, the SEC.

Investors and others should note that we announce material financial information to our investors using our investor relations website (roku.com/investor), SEC filings, webcasts, press releases, and conference calls.

We use these mediums to communicate with investors and the general public about our company, our products and services, and other issues.

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We therefore encourage investors, the media, and others interested in our company to review the information we post on our investor relations website.

The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Information contained on or accessible through the websites listed above is not incorporated by reference nor otherwise included in this report, and any references to these websites are intended to be inactive textual references only.

The SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Information contained on or accessible through the websites listed above is not incorporated by reference nor otherwise included in this Annual Report, and any references to these websites are intended to be inactive textual references only.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business