What changed in this filing

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Item 1. Business

2023-02-16 compared with 2022-02-18 · 181 added, 142 removed, 120 unchanged (73% of the section changed)

1 unchanged sentence

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.

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

The shift of the TV ecosystem to streaming continues and is expanding TV’s capabilities for consumers, content publishers, advertisers, and other industry participants.

TV streaming is now mainstream.

In 2022, for the first time viewers in the United States spent more TV time streaming than watching cable, and “cutting the cord” from traditional TV services has accelerated.

Essentially every major media company has entered TV streaming and launched a streaming service, with several expanding beyond pure subscription models to new ad-supported options.

Similarly, advertisers can use TV streaming to reach consumers that are increasingly unreachable on traditional TV while also benefiting from the digital advertising capabilities that TV streaming platforms deliver.

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.

Central to our platform is the Roku operating system (the “Roku OS”).

The Roku OS is purpose built for TV and designed to run on low-cost hardware which allows us to manufacture and sell streaming players that are affordable.

The Roku OS also powers Roku TV models that are manufactured and sold by our TV brand partners who license the Roku OS and leverage our smart TV hardware reference designs.

Roku TV models and Roku streaming players enable consumers to access a wide selection of content by connecting their Roku device to our streaming platform via a home broadband network.

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 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;

Through our TV streaming platform, we connect consumers to the entertainment they love, enable content publishers to build, engage, and monetize large audiences, and provide advertisers with unique capabilities to reach consumers.

The foundation of our platform is the Roku operating system (the “Roku OS”), which is purpose built for TV streaming.

The Roku OS powers our Roku streaming devices.

Roku streaming devices include Roku streaming players, Roku Streambars, and TVs powered by Roku OS (which include TVs that are manufactured and sold by our licensed Roku TV partners (“Roku TV models”) and our own TVs that will be available to purchase beginning in 2023 (“Roku-branded TVs”)).

We license the Roku OS to our licensed Roku TV partners who leverage our smart TV reference designs, and then manufacture and sell Roku TV models.

In January 2023, we announced the launch of Roku Select and Roku Plus Series TVs, a new line of Roku-branded TVs that will be designed, made, and sold by us, which will also be powered by the Roku OS.

The Roku OS is designed to run on low-cost hardware which enables us and our licensed Roku TV partners to sell streaming players and TVs at affordable prices.

Consumers connect their Roku streaming devices to our streaming platform via a broadband network and are able to access a wide selection of content through a streaming experience that is both delightful and easy to use.

The features and functionality of our platform, powered by the Roku OS, enable us to serve content publishers, advertisers, licensed Roku TV partners, and other industry participants.

Content publishers can reach our highly-engaged user base of 70.0 million active accounts and use our billing services and data insight tools.

Advertisers reach TV viewers at scale with targeted and measurable ads.

Licensed Roku TV partners can build market share by offering 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 focus 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.

and to extend Roku’s advantage as the global shift to TV streaming continues.

In 2022, we extended our ecosystem and launched new smart home products to build new service revenue streams.

Our smart home product offering includes cameras, video doorbells, plugs, light bulbs, and light strips, along with a Roku Smart Home mobile app for iOS and Android.

We offer subscription plans for our cameras and video doorbells that provide users with the ability to view cloud recordings of the videos and to receive AI-based alerts (e.g., person, package, vehicle, pet).

One of our smart home priorities is interoperability, and Roku Smart Home is compatible with Google Home, Alexa, and Roku Voice.

The Roku video doorbells and cameras also integrate with the Roku OS, allowing users to view live video streams and receive real-time notifications directly on their TVs.

The products are available on our website at Roku.com and in-store exclusively at Walmart, America’s #1 retailer, in nearly 3,500 locations where Roku is the #1 smart home brand by shelf space.

Similar to our TV streaming business model, we plan to build scale with these devices and then monetize through smart home services.

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Our Business Model

Three core areas of focus define our business model.

First, we build scale by increasing our active accounts.

Second, we increase engagement by growing the hours of content streamed through our platform.

And third, we monetize the activities that consumers engage in through our platform.

First, we grow scale by increasing our active accounts.

Second, we grow engagement by increasing the hours of content streamed through our platform.

And third, we grow monetization of the activities that consumers engage in through our platform.

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

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

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

Increasing the number of active accounts

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 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 make access to TV streaming affordable in part by offering a broad lineup of streaming players, at various price points, that customers can use to easily turn (nearly) any TV into a smart TV.

Audio is an important part of the TV streaming experience, and we also offer the Roku Streambar (a soundbar with a built-in streaming player), Roku wireless speakers that seamlessly connect to TVs powered by Roku OS, and Roku Wireless Subwoofers.

Additionally, we offer customers the choice to build an audio experience with third-party products through The Roku TV Ready program.

Through this partnership with audio companies, we enable their audio products to work seamlessly with TVs powered by Roku OS.

On a periodic basis, we launch new streaming players and provide updates via the Roku OS to continuously offer an exceptional TV streaming experience with the highest performance at an affordable price.

We also license the Roku OS to licensed Roku TV partners that manufacture and sell 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 recently announced the launch of a new line of Roku-branded TVs (the Roku Select and Roku Plus Series TVs) that will be designed, made, and sold by us in 2023.

These TVs will complement our successful Roku TV licensing program.

We believe our Roku-branded TVs will enable us to further grow our leadership position and expand into the higher-end spectrum of performance TVs.

Roku-branded TVs will also help us innovate more quickly in all aspects of hardware and software and test directly with consumers, improving the product and consumer experience and strengthening the entire Roku TV ecosystem.

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.

Through the Roku platform, we provide consumers tremendous choice, value, and an exceptional user experience.

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

In 2021, we added over 8.9 million active accounts, ending the year with 60.1 million active accounts.

In 2022, we added 9.9 million net new active accounts, ending the year with 70.0 million active accounts.

Growing streaming hours

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, 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.

Our direct relationship with our users provides us with detailed insights about our users and their behavior on our platform, including certain content they search for, the channels they install, the channels they watch, and certain content that they purchase or subscribe to on our platform.

Our first party data enables us to develop actionable insights such as content recommendations to improve our users’ experience.

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 TV or paid TV subscriptions.

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

Streaming hours on our platform grew from 73.2 billion hours in 2021 to 87.4 billion hours in 2022, as our active accounts grew through the distribution of Roku streaming devices.

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

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

From the Roku home screen, our users can easily find and access TV shows, movies, news, sports, and more across a wide variety of channels available on our streaming platform.

In 2022, we added Live TV and What to Watch features to the Roku Home Screen Menu to make it even easier for viewers to quickly find the content they want.

We also launched an all-new Sports experience that gives consumers easy access to live and upcoming sports across the Roku platform from a centralized location.

And Roku’s powerful universal search makes it fast and easy for users to find the content they are looking for — regardless of the channel it is on.

Additionally, users have choice in how much they want to spend on content through a broad array of options on an ad-supported, subscription, or transactional basis.

Our direct relationship with our users provides us with detailed insights about their behavior on our platform, including certain content they search for, the channels they install, the channels they watch, and certain content that they purchase or subscribe to on our platform.

This first party data enables us to develop actionable insights such as content recommendations to improve our users’ experience.

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Our significant scale, ability to reach highly engaged streamers, tools that enable seamless sign ups (like Roku Pay), and marketing/discovery features make us an attractive platform to content publishers.

They can also reach those users who no longer use or never used traditional TV services.

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 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.

The Roku Channel is our owned and operated streaming channel that drives engagement on our platform by providing users with free, ad-supported access to a large and broad library of content.

This content is available both on demand and through more than 350 linear channels — all accessible from a single app on our platform.

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

In 2022, The Roku Channel was a top 5 channel on our platform in the U.S.

by both Active Account Reach and Streaming Hour engagement.

The Roku Channel is a core strategic asset that simultaneously benefits consumers, content partners, and advertisers, while generating increasing platform revenue.

For viewers, The Roku Channel is a compelling destination for a diverse selection of free and paid entertainment, providing content through linear channels and on demand offerings.

For content owners, The Roku Channel provides a variety of options to distribute and monetize content through both licensing agreements and Premium Subscriptions.

And for both content owners and advertisers, The Roku Channel delivers a large and engaged audience at scale that we believe will continue to grow.

Owning and operating both The Roku Channel and the Roku platform creates unique value, making us a leader in free content, positioning us to be a valuable partner to content owners, and providing a large source of ad inventory.

Our strategy for The Roku Channel is to drive engagement through a broad portfolio of quality content consisting of TV shows, movies, news, sports, lifestyle, and more in both on demand and linear channel formats.

The foundation of our content strategy is revenue share and fixed licensing agreements and, to a smaller extent, original programming.

We launched our original programming, “Roku Originals” on The Roku Channel in 2021 and have continued to build upon this library as it offers compelling, exclusive value to both consumers and advertisers.

Our content spend is intended to be commensurate with the growth trajectory of The Roku Channel and also the broader macro environment.

The Roku Channel is available in the United States, the United Kingdom, and Canada, and in 2022, we launched The Roku Channel in Mexico.

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, 350+ free linear television channels, free ad-supported entertainment for kids and family with more than 10,000 titles, and more than 50 premium subscription channels.

Monetization:

Growing our revenue and gross profit by monetizing user activity

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

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 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 generate platform revenue primarily through advertising and content distribution services.

Our sophisticated and leading TV streaming platform enables advertisers and content publishers to reach audiences that are increasingly unreachable on traditional TV.

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

We monetize our users’ engagement on our platform through a variety of services and capabilities, including sales of subscription or transaction-based content, billing services, brand sponsorship and promotions, and video advertising in ad-supported channels.

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

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 gross profit.

ARPU (which we measure on a trailing 12-month basis) was $41.68 as of December 31, 2022 compared to $40.67 as of December 31, 2021.

Our gross profit was $1,441.1 million and $1,408.6 million for the years ended December 31, 2022 and December 31, 2021, respectively.

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

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.

subscription video on demand (“SVOD”) that includes subscriptions to individual video on demand channels and so-called virtual multichannel video programming distribution (“vMVPD”) services;

ad-supported, which includes advertising video on demand (“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;

and transaction video on demand (“TVOD”) that includes channels that offer a la carte content purchases or rentals.

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

Roku Pay allows publishers to enable a frictionless, “one-click” signup within the app, and we believe this key benefit simplifies user subscription signups and drives purchase and retention for our content publishers.

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Content publishers also have access to our media and entertainment promotional capabilities and tools to help them attract, engage, and retain viewers by investing in promoting their content to our users on our platform.

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 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.

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.

Just as ads evolved decades ago when TV replaced radio as the primary entertainment medium, ads on TV streaming offer new and more performant opportunities than traditional TV.

We offer advertisers a unique and effective set of tools to reach consumers both on and off the Roku platform.

Advertisers are able to leverage the combination of our significant scale, our direct relationship with our users, and our advertising capabilities to serve relevant advertisements.

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

OneView is our 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 — on the Roku platform, other TV streaming devices, desktop, mobile, and more.

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

We offer engagement analytics such as ad impressions served, click-through rates, and video completion rates.

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 legacy 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.

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.

Additional promotional advertising opportunities include shoppable ads that allow consumers to buy products right from the TV screen and content sponsorships that give users the opportunity to experience a free movie or show and sponsored themes in our user experience.

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.

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 further differentiate our platform and increase the value we deliver to our users, content publishers, and advertisers.

We must regularly update and enhance our platform to meet evolving consumer behavior and provide a best-in-class content delivery and advertising platform.

We must 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 drive future growth, but we also plan to continue to improve our operations and operating expense profile to better manage through the challenging macroeconomic environment.

As a result, we expect our operating expense year-over-year growth to significantly decline over the course of 2023.

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.

continued investment in both licensed and original content to drive scale and engagement of The Roku Channel;

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

We continue to innovate and launch new ad products.

In 2022, we launched Roku’s Advertising Watermark, an industry-first capability which enables content publishers, advertisers, and technology providers to validate the authenticity of videos ads on the Roku platform.

In partnership with Walmart, we launched a product called Shoppable Ads, which make shopping on TV streaming as easy as it is on social media.

Viewers simply press “OK” with their Roku remote on a shoppable ad and proceed to checkout with their shipping and payment details pre-populated from Roku Pay.

We also announced an industry-first collaboration with Microsoft that will quantify how TV advertising on both traditional TV and TV streaming affects online searches to help marketers measure performance.

We launched Nielsen Total Ad Ratings, which provides media measurement across TV streaming, traditional TV, desktop, and mobile.

OneView was the first demand-side ad platform to directly integrate with Nielsen’s measurement solution.

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International Markets

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.

The shift from traditional 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, licensed Roku TV partners, other device licensees, and retailers is as compelling in international markets as it is in the United States.

Today Roku streaming devices are available in 20+ countries.

We are the leading 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.

In 2022, licensed Roku TV partners launched new Roku TV models in Mexico, Canada, and Germany, and we expanded into Australia with Roku TV models.

In international markets, 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 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.

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 products and our licensed Roku TV partners’ products to consumers through retail distribution channels.

We have dedicated business development teams that develop and maintain relationships to promote and build awareness of the features and advantages of the Roku platform among content publishers, advertisers, TV brands, and service operators.

Our data science team supports our sales and marketing efforts by analyzing data on our platform to increase effectiveness for our content publishers and advertisers as well as for our consumer marketing campaigns.

We enter into distribution agreements with our content publishers and license their content through our dedicated content relationship management team.

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 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.

Through our dedicated content relationship management team, we enter into agreements with content publishers to distribute their app(s) on our platform, or license their content for The Roku Channel, or both.

As part of our distribution agreements with AVOD channels, we typically secure direct access to the content publishers’ video ad inventory for our monetization, and our sales efforts are differentiated and complementary to that of our content publishers.

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.

Our sales teams and products are organized into six groups that specialize in the unique needs of each area:

We are also developing relationships with more third-party platforms (e.g., retail media networks, demand side platforms, and other strategic partners) to reach marketers buying programmatic advertising on such platforms and to create demand opportunities for Roku ad inventory.

Our sales teams and products are organized into groups that specialize in the unique needs of each area:

(i) agency holding companies and Fortune 500 brands, (ii) independent agency and mid-market clients, (iii) content publishers and entertainment brands, (iv) performance and direct to consumer brands, (v) international markets, and (vi) local advertising.

We work with our Roku TV brand partners to assist in all phases of the development of Roku TV models, including development, planning, manufacturing, and marketing.

Similarly, we work with service operators on the planning and development of their co-branded players.

In the United States, the majority of our streaming players, audio products and Roku TV models are sold through traditional brick and mortar retailers, such as Best Buy, Target, and Walmart, including their online sales platforms, and online retailers such as Amazon, and to a lesser extent our website.

In addition, we work with our licensed Roku TV partners to assist in all phases of the development of Roku TV models, including development, planning, manufacturing, and marketing.

In the United States, the majority of our products and our licensed Roku TV partners’ products are sold through traditional brick and mortar retailers, such as Best Buy, Target, and Walmart, including their online sales platforms, and online retailers such as Amazon, and to a lesser extent our website (excluding Roku TV models).

We also sell products internationally through distributors and to retailers.

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

of the years ended December 31, 2021 and 2020.

Amazon and Walmart collectively accounted for 59% of our devices revenue for the year ended December 31, 2022 and 57% of our devices revenue for the year ended December 31, 2021.

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.

We intend to continue to invest significant resources in our sales and marketing efforts.

We have historically seen seasonality in our business related to advertising and streaming player sales.

We have historically seen seasonality in our business related to advertising and device sales.

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, 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.

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

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Research and Development

Our research and development model relies on a combination of in-house staff and out-sourced design and manufacturing partners to cost-effectively improve and enhance our platform, and to develop new players, audio products, TVs, features, and functionality.

We work closely with content publishers, advertisers, TV brands, and service operators to understand their current and future needs.

We work closely with content publishers, advertisers, licensed Roku TV partners, and service operators to understand their current and future needs.

We have designed a product development process that captures and integrates their feedback.

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Manufacturing

We outsource the manufacturing of our products to our contract manufacturers, using our design specifications.

All of our products are manufactured by our contract manufacturers in the People’s Republic of China, Southeast Asia, and Brazil.

We outsource the manufacturing of our products to our contract manufacturers and original design manufacturers.

All of our products are manufactured in the People’s Republic of China, Southeast Asia, and Brazil.

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, 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.

Our 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 manufacturers ship our products to our third-party warehouses in the United States, the United Kingdom, Germany, and Brazil where we ship our products directly to retailers, wholesale distributors, and consumers.

Government Regulation

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

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

federal, U.S.

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

Congress also is considering comprehensive federal privacy legislation.

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

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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.

Others have (or may consider) regulations that mandate certain local content quotas or 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.

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

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Intellectual Property

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

In the face of this competition, we believe our success depends on our ability to acquire users by delivering high quality streaming devices at competitive prices, partnering with Roku TV brands to bring co-branded smart TVs to market, and developing and monetizing our streaming platform with compelling content, promotional services, and advertising.

In the face of this competition, we believe our success depends on building scale by growing our active accounts, growing engagement by increasing the hours of content streamed through our platform, and growing the monetization of the activities that consumers engage in through our platform.

Our competitors include:

• 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 such as game consoles, DVD players, Blu-ray players, and set-top boxes that leverage their own operating systems;

• companies that offer TV streaming devices that compete with Roku streaming devices 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 as 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;

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• 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 offer smart home products that compete with our new smart home products and services;

• 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.

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

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.

The majority of our employees have adopted a hybrid work schedule (consisting of both in-person work and working from home).

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

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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

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Diversity, Equity and Inclusion

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 :

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.

Since 2020, the launch of our formal diversity, equity, and inclusion (“DEI”) strategy, we have made considerable progress on elevating awareness of DEI, promoting dialogue and empathy, implementing employee resource groups, and expanding representation on The Roku Channel and the Roku platform.

Our Vice President of Global Talent Management and Inclusion leads our growing Inclusion Strategy team with a director of DEI and two program managers.

We also have full-time resources embedded in our Talent Acquisition team.

They partner across Roku to advance DEI across our employee experience, recruiting, and customer experience.

These areas comprise our three-part DEI framework:

Inclusive Employee Experience, Inclusive Recruiting, and Inclusive Customer Experience.

Inclusive Employee Experience :

We facilitate an inclusive employee experience through our pay equity analysis, learning and development offerings, internal and external communications, employee resource groups (“ERG”), and mentoring.

In 2022, we continued our U.S.

pay equity analysis to help ensure we pay fairly and equitably across gender and ethnicity, year over year.

Our six voluntary and employee-led ERGs are highly engaged and foster a diverse and inclusive workplace, build internal community, encourage career growth and networking, and support social impact partnerships.

In 2022, we delivered a significant rollout of DEI offerings in the areas of bias, inclusive conversations, allyship, and subtle acts of exclusion.

We also increased the frequency of DEI communications to amplify our commitment, both internally and externally.

Inclusive Recruiting :

Every member of our recruiting team is trained on how to source, engage, and recruit qualified diverse candidates.

In fact, all recruiters are equipped to discuss a diverse hiring strategy with every hiring manager to ensure we continue to widen the candidate pipeline for all roles.

Our University Recruiting and Intern programs weave diversity and inclusion into their strategies so that we are recruiting not only from diverse schools but also diverse clubs and programs across all schools.

Our external relationships also are focused on organizations that represent diverse communities, including technical and non-technical women and ethnic minority organizations, as well as professional Veteran’s networks, to enable our hiring managers and recruiters to attend or speak at diverse conferences, share our job descriptions, and tell our employer brand story to a wider audience.

Inclusive Communities & Social Impact :

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

Inclusive Customer Advocacy :

Our Inclusive Recruiting Program Manager and DEI specialists embedded within our Talent Acquisition team directly contribute to our efforts to be inclusive.

In addition, every member of our Talent Acquisition team is trained on how to source, engage, and recruit candidates from different backgrounds.

To that end, all recruiters are equipped to discuss DEI best practices with hiring managers to ensure we continue to widen the candidate pipeline for all roles and create inclusive recruiting experiences.

Furthermore, our U.S.

university recruiting and intern programs embed DEI into their strategies so that our recruiting pipelines include historically black colleges and universities, Hispanic-serving institutions, and underrepresented clubs and programs across other schools where we recruit.

Our external relationships are also focused on organizations that reflect underrepresented communities, including technical and non-technical women and underrepresented minority organizations, to enable our hiring managers and recruiters to attend or speak at related conferences, share our job descriptions, and tell our employer brand story to a wider audience.

Inclusive Customer Experience :

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.

We offer a slate of “inclusion zones” (including Black Voices, Pride, Latino Voices, Women’s Voices, and Asian and Pacific Islander Voices) on the Roku platform that highlight and celebrate related stories from various content providers.

Community Engagement and Social Impact

We have developed a Social Impact program that engages our local communities through employee volunteerism.

Our program partners with organizations that provide opportunities for employees to mentor high school students through activities such as career panels, industry masterclasses, and hands-on science, technology, engineering, and math (STEM) challenges.

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.

Our employee development programs begin with a comprehensive new hire onboarding experience covering our culture, business, and the resources employees need to increase our new hires’ speed to productivity.

In addition to mandatory training covering anti-harassment, anti-discrimination, and privacy, we offer employees a suite of highly encouraged training offerings covering topics such as high-performance feedback, active listening, and communication and presentation skills.

Managers are provided with training 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.

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Compensation and Benefits

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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 generally do not pay cash bonuses (other than to employees eligible for sales commissions) 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.

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

The SEC maintains a website (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.

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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