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(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
We develop, market, publish and distribute video game software and content that can be played by consumers on a variety of platforms, including video game consoles (such as the PLAYSTATION® 3, Microsoft Xbox 360™ and Nintendo Wii™), personal computers, handheld game players (such as the PlayStation® Portable (“PSP™”) and the Nintendo DS™) and mobile devices (such as cellular phones and smart phones including the Apple iPhone™). Some of our games are based on content that we license from others (e.g., FIFA Soccer, Madden NFL Football, Harry Potter™, and Hasbro’s toy and game intellectual properties), and some of our games are based on our own wholly-owned intellectual property (e.g., The Sims™, Need for Speed™, and Dead Space™). Our goal is to publish titles with global mass-market appeal, which often means translating and localizing them for sale in non-English speaking countries. In addition, we also attempt to create software game “franchises” that allow us to publish new titles on a recurring basis that are based on the same property. Examples of this franchise approach are the annual iterations of our sports-based products (e.g., FIFA Soccer, Madden NFL Football, and NCAA® Football), wholly-owned properties that can be successfully sequeled (e.g., The Sims, Need for Speed and Battlefield) and titles based on long-lived literary and/or movie properties (e.g., Harry Potter).
A summary of our significant accounting policies applied in the preparation of our Consolidated Financial Statements follows:
Consolidation
The accompanying Consolidated Financial Statements include the accounts of Electronic Arts Inc. and its wholly- and majority-owned subsidiaries. Intercompany balances and transactions have been eliminated in the consolidation.
Fiscal Year
Our fiscal year is reported on a 52 or 53-week period that ends on the Saturday nearest March 31. Our results of operations for the fiscal year ended March 31, 2010 contained 53 weeks and ended on April 3, 2010. Our results of operations for the fiscal years ended March 31, 2009 and 2008 contained 52 weeks and ended on March 28, 2009 and March 29, 2008, respectively. For simplicity of disclosure, all fiscal periods are referred to as ending on a calendar month end.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, and revenue and expenses during the reporting period. Such estimates include sales returns and allowances, provisions for doubtful accounts, accrued liabilities, service period for deferred net revenue, income taxes, losses on royalty commitments, estimates regarding the recoverability of prepaid royalties, inventories, long-lived assets, assets acquired and liabilities assumed in business combinations, certain estimates related to the measurement and recognition of costs resulting from our share-based payment transactions, deferred income tax assets and associated valuation allowance as well as estimates used in our goodwill impairment test. These estimates generally involve complex issues and require us to make judgments, involve analysis of historical and future trends, can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from our estimates.
Cash, Cash Equivalents, Short-Term Investments, Marketable Equity Securities and Other Investments
Cash equivalents consist of highly liquid investments with insignificant interest rate risk and original or remaining maturities of three months or less at the time of purchase.
Short-term investments consist of securities with original or remaining maturities of greater than three months at the time of purchase and are accounted for as available-for-sale securities and are recorded at fair value. Short-term investments are available for use in current operations or other activities such as capital expenditures and business combinations.
Marketable equity securities consist of investments in common stocks of publicly traded companies and are accounted for as available-for-sale securities and are recorded at fair value.
Unrealized gains and losses on our short-term investments and marketable equity securities are recorded as a component of accumulated other comprehensive income in stockholders’ equity, net of tax, until either (1) the security is sold or (2) we determine that the fair value of the security has declined below its adjusted cost basis and the decline is other-than-temporary. Realized gains and losses on our short-term investments and marketable equity securities are calculated based on the specific identification method and are reclassified from accumulated other comprehensive income to interest and other income, net, and losses on strategic investments, net, respectively. Determining whether the decline in fair value is other-than-temporary requires management judgment based on the specific facts and circumstances of each security. The ultimate value realized on these securities is subject to market price volatility until they are sold.
Our other investments, included in other assets on our Consolidated Balance Sheets, consist principally of non-voting preferred shares in two companies whose common stock is publicly traded and are accounted for under the cost method. Under this method, these investments are recorded at cost until we determine that the fair value of the investment has fallen below its adjusted cost basis and that such decline is other-than-temporary. The cost method of accounting is used for investments where we are not able to exercise significant influence over the operating and financing decisions of the investee.
Our short-term investments, marketable equity securities and other investments are evaluated for impairment quarterly. We consider various factors in determining whether we should recognize an impairment charge, including the credit quality of the issuer, the duration that the fair value has been less than the adjusted cost basis, severity of the impairment, reason for the decline in value and potential recovery period, the financial condition and near-term prospects of the investees, and our intent to sell and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value, any contractual terms impacting the prepayment or settlement process, as well as if we would be required to sell an investment due to liquidity or contractual reasons before its anticipated recovery. If we conclude that an investment is other-than-temporarily impaired, we recognize an impairment charge at that time in our Consolidated Statements of Operations.
Inventories
Inventories consist of materials (including manufacturing royalties paid to console manufacturers), labor and freight-in and are stated at the lower of cost (first-in, first-out method) or market value. We regularly review inventory quantities on-hand. We write down inventory based on excess or obsolete inventories determined primarily by future anticipated demand for our products. Inventory write-downs are measured as the difference between the cost of the inventory and market value, based upon assumptions about future demand that are inherently difficult to assess. At the point of a loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established basis.
Property and Equipment, Net
Property and equipment, net, are stated at cost. Depreciation is calculated using the straight-line method over the following useful lives:
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Buildings |
20 to 25 years | |
|
Computer equipment and software |
3 to 5 years | |
|
Furniture and equipment |
3 to 5 years | |
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Leasehold improvements |
Lesser of the lease term or the estimated useful lives of the improvements, generally 1 to 10 years |
We capitalize costs associated with customized internal-use software systems that have reached the application development stage and meet recoverability tests. Such capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses for employees, who are directly associated with the development of the applications. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and is ready for its intended purpose. The net book value of capitalized costs associated with internal-use software amounted to $37 million and $24 million as of March 31, 2010 and 2009, respectively, and are being depreciated on a straight-line basis over each asset’s estimated useful life, which is generally three years.
Long-Lived Assets
We evaluate long-lived assets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. This includes assumptions about future prospects for the business that the asset relates to and typically involves computations of the estimated future cash flows to be generated by these businesses. Based on these judgments and assumptions, we determine whether we need to take an impairment charge to reduce the value of the asset stated on our Consolidated Balance Sheets to reflect its estimated fair value. Judgments and assumptions about future values and remaining useful lives are complex and often subjective. They can be affected by a variety of factors, including but not limited to, significant negative industry or economic trends, significant changes in the manner of our use of the acquired assets or the strategy of our overall business and significant under-performance relative to expected historical or projected future operating results. If we were to consider such assets to be impaired, the amount of impairment we recognize would be measured by the amount by which the carrying amount of the asset exceeds its fair value. We recognized $39 million, $25 million and $56 million in impairment charges in fiscal years 2010, 2009 and 2008, respectively. These charges are included in restructuring charges on our Consolidated Statements of Operations.
Goodwill
We are required to perform a two-step approach to testing goodwill for impairment for each reporting unit annually, or whenever events or changes in circumstances indicate that fair value of a reporting unit is below its carrying amount. Our reporting units are determined by the components of our operating segments that constitute a business for which (1) discrete financial information is available and (2) segment management regularly reviews the operating results of that component. The first step measures for impairment by applying fair value-based tests at the reporting unit level. The second step (if necessary) measures the amount of impairment by applying fair value-based tests to individual assets and liabilities within each reporting unit. The fair value of each reporting unit is estimated using a combination of the market approach, which utilizes comparable companies’ data, and/or the income approach, which utilizes discounted cash flows.
During the fiscal years ended March 31, 2010 and 2008, we completed the first step of the annual goodwill impairment testing in the fourth quarter of each year and found no indicators of impairment of our recorded goodwill. We did not recognize an impairment loss on goodwill in fiscal years 2010 and 2008. Adverse economic conditions, including the decline in our market capitalization and our expected financial performance, indicated that a potential impairment of goodwill existed during the fiscal year ended March 31, 2009. As a result, we performed goodwill impairment tests for our reporting units and determined that the fair value of our EA Mobile reporting unit fell below the carrying value of that reporting unit. As a result, we conducted the second step in the impairment testing and determined that the EA Mobile reporting unit’s goodwill was impaired. The fair value of the EA Mobile reporting unit was determined using the income approach. Substantially all of our goodwill associated with our EA Mobile reporting unit was derived from our fiscal 2006 acquisition of JAMDAT Mobile Inc. During the fiscal year ended March 31, 2009, we recognized a goodwill impairment charge of $368 million related to our EA Mobile reporting unit. See Note 17 for information regarding our segment information.
Taxes Collected from Customers and Remitted to Governmental Authorities
Taxes assessed by a government authority that are both imposed on and concurrent with specific revenue transactions between us and our customers are presented on a net basis in our Consolidated Statements of Operations.
Concentration of Credit Risk
We extend credit to various companies in the retail and mass merchandising industries. Collection of trade receivables may be affected by changes in economic or other industry conditions and may, accordingly, impact our overall credit risk. Although we generally do not require collateral, we perform ongoing credit evaluations of our customers and maintain reserves for potential credit losses. Invoices are aged based on contractual terms with our customers. The provision for doubtful accounts is recorded as a charge to operating expense when a potential loss is identified. Losses are written off against the allowance when the receivable is determined to be uncollectible.
Short-term investments are placed with high quality financial institutions or in short-duration, investment-grade securities. We limit the amount of credit exposure in any one financial institution or type of investment instrument.
Revenue Recognition
We evaluate the recognition of revenue based on the criteria set forth in FASB ASC 985-605, Software: Revenue Recognition and Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements, as revised by SAB No. 104, Revenue Recognition. We evaluate and recognize revenue when all four of the following criteria are met:
| • |
Evidence of an arrangement. Evidence of an agreement with the customer that reflects the terms and conditions to deliver products must be present. |
| • |
Delivery. Delivery is considered to occur when a product is shipped and the risk of loss and rewards of ownership have been transferred to the customer. For online game services, delivery is considered to occur as the service is provided. For digital downloads that do not have an online service component, delivery is generally considered to occur when the download is made available. |
| • |
Fixed or determinable fee. If a portion of the arrangement fee is not fixed or determinable, we recognize revenue as the amount becomes fixed or determinable. |
| • |
Collection is deemed probable. We conduct a credit review of each customer involved in a significant transaction to determine the creditworthiness of the customer. Collection is deemed probable if we expect the customer to be able to pay amounts under the arrangement as those amounts become due. If we determine that collection is not probable, we recognize revenue when collection becomes probable (generally upon cash collection). |
Determining whether and when some of these criteria have been satisfied often involves assumptions and management judgments that can have a significant impact on the timing and amount of revenue we report in each period. For example, for multiple element arrangements, we must make assumptions and judgments in order to (1) determine whether and when each element has been delivered, (2) determine whether undelivered products or services are essential to the functionality of the delivered products and services, (3) determine whether vendor- specific objective evidence of fair value (“VSOE”) exists for each undelivered element, and (4) allocate the total price among the various elements we must deliver. Changes to any of these assumptions or management judgments, or changes to the elements in a software arrangement, could cause a material increase or decrease in the amount of revenue that we report in a particular period.
Depending on the type of product, we may offer an online service that permits consumers to play against others via the Internet and/or receive additional updates or content from us. For those games that consumers can play via the Internet, we may provide a “matchmaking” service that permits consumers to connect with other consumers to play against each other online. In those situations where we do not require an additional fee this online service, we account for the sale of the software product and the online service as a “bundled” sale, or multiple element arrangement, in which we sell both the software product and the online service for one combined price. We defer net revenue from sales of these games for which we do not have VSOE for the online service that we provided in connection with the sale, and recognize the revenue from these games over the estimated online service period, which is generally estimated to be six months beginning in the month after shipment. In addition, for some software products we also provide updates or additional content (“digital content”) to be delivered via the Internet that can be used with the original software product. In many cases we separately sell digital content for an additional fee; however, some purchased digital content can only be accessed via the Internet (i.e., the consumer never takes possession of the digital content). We account for online transactions in which the consumer does not take possession of the digital content as a service transaction and, accordingly, we recognize the associated revenue over the estimated service period. In other transactions, at the date we sell the software product we have an obligation to provide incremental unspecified digital content in the future without an additional fee. In these cases, we account for the sale of the software product as a multiple element arrangement and recognize the revenue on a straight-line basis over the estimated period of game play.
Determining whether a transaction is an online service transaction or a digital content download of a product requires judgment and can be difficult. The accounting for these transactions is significantly different. Revenue from product downloads is generally recognized when the download is made available (assuming all other recognition criteria are met). Revenue from an online service transaction is recognized as the service is rendered. If the service period is not defined, we recognize the revenue over the estimated service period. Determining the estimated service period is inherently subjective and is subject to regular revision based on historical online usage. In addition, determining whether we have an implicit obligation to provide incremental unspecified future digital content without an additional fee can be difficult.
Product Revenue: Product revenue, including sales to resellers and distributors (“channel partners”), is recognized when the above criteria are met. We reduce product revenue for estimated future returns, price protection, and other offerings, which may occur with our customers and channel partners.
Shipping and Handling: We recognize amounts billed to customers for shipping and handling as revenue. Additionally, shipping and handling costs incurred by us are included in cost of goods sold.
Online Subscription Revenue: Online subscription revenue is derived principally from subscription revenue collected from customers for online play related to our massively multiplayer online games and Pogo-branded online games services. These customers generally pay on an annual basis or a month-to-month basis and prepaid subscription revenue is recognized ratably over the period for which the services are provided.
Software Licenses: We license software rights to manufacturers of products in related industries (for example, makers of personal computers or computer accessories) to include certain of our products with the manufacturer’s product, or offer our products to consumers who have purchased the manufacturer’s product. We call these combined products “OEM bundles.” These OEM bundles generally require the customer to pay us an upfront nonrefundable fee, which represents the guaranteed minimum royalty amount. Revenue is generally recognized upon delivery of the product master or the first copy. Per-copy royalties on sales that exceed the minimum guarantee are recognized as earned.
Sales Returns and Allowances and Bad Debt Reserves
We estimate potential future product returns, price protection and stock-balancing programs related to product revenue. We analyze historical returns, current sell-through of distributor and retailer inventory of our products, current trends in retail and the video game segment, changes in customer demand and acceptance of our products and other related factors when evaluating the adequacy of our sales returns and price protection allowances. In addition, we monitor the volume of sales to our channel partners and their inventories as substantial overstocking in the distribution channel could result in high returns or higher price protection costs in subsequent periods.
Similarly, significant judgment is required to estimate our allowance for doubtful accounts in any accounting period. We analyze customer concentrations, customer credit-worthiness, current economic trends, and historical experience when evaluating the adequacy of the allowance for doubtful accounts.
Advertising Costs
We generally expense advertising costs as incurred, except for production costs associated with media campaigns, which are recognized as prepaid assets (to the extent paid in advance) and expensed at the first run of the advertisement. Cooperative advertising costs are recognized when incurred and are included in marketing and sales expense if there is a separate identifiable benefit for which we can reasonably estimate the fair value of the benefit identified. Otherwise, they are recognized as a reduction of revenue and are generally accrued when revenue is recognized. We then reimburse the channel partner when qualifying claims are submitted. For the fiscal years ended March 31, 2010, 2009, and 2008, cooperative advertising costs totaled $160 million (of which $146 million was recognized as a reduction to revenue), $150 million (of which $119 million was recognized as a reduction to revenue), and $141 million (of which $104 million was recognized as a reduction to revenue), respectively.
We are also reimbursed for advertising costs from our vendors, and such amounts are recognized as a reduction of marketing and sales expense if the advertising (1) is specific to the vendor, (2) represents an identifiable benefit to us, and (3) represents an incremental cost to us. Otherwise, vendor reimbursements are recognized as a reduction of cost of goods sold as the related revenue is recognized. Vendor reimbursements of advertising costs of $39 million, $31 million and $54 million reduced marketing and sales expense for the fiscal years ended March 31, 2010, 2009 and 2008, respectively. For the fiscal years ended March 31, 2010, 2009 and 2008, advertising expense, net of vendor reimbursements, totaled approximately $326 million, $270 million, and $234 million, respectively.
Software Development Costs
Research and development costs, which consist primarily of software development costs, are expensed as incurred. We are required to capitalize certain software development costs incurred after technological feasibility of the software is established or for development costs that have alternative future uses. Under our current practice of developing new products, the technological feasibility of the underlying software is not established until substantially all product development and testing is complete, which generally includes the development of a working model. The software development costs that have been capitalized to date have been insignificant.
Stock-Based Compensation
We are required to estimate the fair value of share-based payment awards on the date of grant. We recognize compensation costs for stock-based payment transactions to employees based on their grant-date fair value on a straight-line approach over the service period for which such awards are expected to vest. The fair value of restricted stock units and restricted stock is determined based on the quoted market price of our common stock on the date of grant. The fair value of stock options and stock purchase rights granted pursuant to our equity incentive plans and our 2000 Employee Stock Purchase Plan (“ESPP”), respectively, is determined using the Black-Scholes valuation model. The fair value of our stock options is based on the multiple-award valuation method. The determination of fair value is affected by our stock price, as well as assumptions regarding subjective and complex variables such as expected employee exercise behavior and our expected stock price volatility over the expected term of the award. Generally, our assumptions are based on historical information and judgment is required to determine if historical trends may be indicators of future outcomes. The key assumptions for the Black-Scholes valuation calculation are:
| • |
Risk-free interest rate. The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant for the expected term of the option. |
| • |
Expected volatility. We use a combination of historical stock price volatility and implied volatility computed based on the price of options publicly traded on our common stock for our expected volatility assumption. |
| • |
Expected term. The expected term represents the weighted-average period the stock options are expected to remain outstanding. The expected term is determined based on historical exercise behavior, post-vesting termination patterns, options outstanding and future expected exercise behavior. |
| • |
Expected dividends. |
Employee stock-based compensation expense is calculated based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment to stock-based compensation expense will be recognized at that time.
Changes to our underlying stock price, our assumptions used in the Black-Scholes option valuation calculation and our forfeiture rate, as well as future equity granted or assumed through acquisitions could significantly impact the compensation expense we recognize.
Acquired In-Process Technology
The value assigned to acquired in-process technology is determined by identifying those acquired specific in-process research and development projects that would be continued and for which (1) technological feasibility had not been established as of the acquisition date, (2) there is no alternative future use, and (3) the fair value is able to be estimated with reasonable reliability.
Foreign Currency Translation
For each of our foreign operating subsidiaries, the functional currency is generally its local currency. Assets and liabilities of foreign operations are translated into U.S. dollars using month-end exchange rates, and revenue and expenses are translated into U.S. dollars using average exchange rates. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income in stockholders’ equity.
Foreign currency transaction gains and losses are a result of the effect of exchange rate changes on transactions denominated in currencies other than the functional currency. Net foreign currency transaction gains (losses) of $(19) million, $(49) million, and $20 million for the fiscal years ended March 31, 2010, 2009 and 2008, respectively, are included in interest and other income, net, in our Consolidated Statements of Operations.
Impact of Recently Issued Accounting Standards
In October 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13, Revenue Recognition (Topic 605) — Multiple-Deliverable Revenue Arrangements. This guidance modifies the fair value requirements of FASB ASC subtopic 605-25, Revenue Recognition-Multiple Element Arrangements, by allowing the use of the “best estimate of selling price” in addition to vendor specific objective evidence and third-party evidence for determining the selling price of a deliverable. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence, (b) third-party evidence, or (c) estimated selling prices. In addition, the residual method of allocating arrangement consideration is no longer permitted. ASU 2009-13 is effective for fiscal years beginning on or after June 15, 2010. We do not expect the adoption of ASU 2009-13 to have a material impact on our Consolidated Financial Statements.
In October 2009, the FASB issued ASU 2009-14, Software (Topic 985) — Certain Revenue Arrangements that Include Software Elements. This guidance modifies the scope of FASB ASC subtopic 965-605, Software-Revenue Recognition, to exclude from its requirements non-software components of tangible products and software components of tangible products that are sold, licensed, or leased with tangible products when the software components and non-software components of the tangible product function together to deliver the tangible product’s essential functionality. ASU 2009-14 is effective for fiscal years beginning on or after June 15, 2010. We do not expect the adoption of ASU 2009-14 to have a material impact on our Consolidated Financial Statements.
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(2) FAIR VALUE MEASUREMENTS
On April 1, 2009, we adopted FASB ASC 820, Fair Value Measurements and Disclosures, as it applies to nonfinancial assets and nonfinancial liabilities. These nonfinancial items include assets and liabilities such as a reporting unit measured at fair value in a goodwill impairment test and nonfinancial assets acquired and liabilities assumed in a business combination. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider assumptions that market participants would use when pricing the asset or liability. We measure certain financial and nonfinancial assets and liabilities at fair value on a recurring and nonrecurring basis.
Fair Value Hierarchy
The three levels of inputs that may be used to measure fair value are as follows:
| • |
Level 1. Quoted prices in active markets for identical assets or liabilities. |
| • |
Level 2. Observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. |
| • |
Level 3. Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities. |
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Our money market funds, available-for-sale fixed income and marketable equity securities, deferred compensation plan assets, foreign currency derivatives and contingent consideration are measured and recorded at fair value on a recurring basis.
Our Level 1 assets are valued using quoted prices in active markets for identical instruments. Our Level 2 assets, including foreign currency derivatives, are valued using quoted prices for identical instruments in less active markets or using other observable market inputs for comparable instruments. Our Level 3 liability is valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the contingent consideration.
As of March 31, 2010 and 2009, our assets and liabilities that are measured and recorded at fair value on a recurring basis were as follows (in millions):
| Fair Value Measurements at Reporting Date Using | ||||||||||||||
| Quoted Prices in Active Markets for Identical Financial Instruments |
Significant Other Observable Inputs |
Significant Unobservable Inputs |
||||||||||||
| As of March 31, 2010 |
(Level 1) | (Level 2) | (Level 3) |
Balance Sheet Classification |
||||||||||
|
Assets |
||||||||||||||
|
Money market funds |
$ | 619 | $ | 619 | $ | — | $ | — | Cash equivalents | |||||
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Available-for-sale securities: |
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|
Marketable equity securities |
291 | 291 | — | — | Marketable equity securities | |||||||||
|
Corporate bonds |
234 | — | 234 | — | Short-term investments and cash equivalents | |||||||||
|
U.S. agency securities |
118 | — | 118 | — | Short-term investments and cash equivalents | |||||||||
|
U.S. Treasury securities |
93 | 93 | — | — | Short-term investments and cash equivalents | |||||||||
|
Commercial paper |
12 | — | 12 | — | Short-term investments and cash equivalents | |||||||||
|
Deferred compensation plan assets(a) |
12 | 12 | — | — | Other assets | |||||||||
|
Foreign currency derivatives |
2 | — | 2 | — | Other current assets | |||||||||
|
Total assets at fair value |
$ | 1,381 | $ | 1,015 | $ | 366 | $ | — | ||||||
|
Liabilities |
||||||||||||||
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Contingent consideration(b) |
$ | 65 | $ | — | $ | — | $ | 65 | Other liabilities | |||||
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Total liabilities at fair value |
$ | 65 | $ | — | $ | — | $ | 65 | ||||||
| Fair Value Measurements
Using Significant Unobservable Inputs (Level 3) |
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| Contingent Consideration |
||||||||||||||
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Balance as of March 31, 2009 |
$ | — | ||||||||||||
|
Additions |
63 | |||||||||||||
|
Change in fair value(c) |
2 | |||||||||||||
|
Balance as of March 31, 2010 |
$ | 65 | ||||||||||||
| As of March 31, 2009 |
(Level 1) | (Level 2) | (Level 3) |
Balance Sheet Classification |
||||||||||
|
Assets |
||||||||||||||
|
Money market funds |
$ | 1,069 | $ | 1,069 | $ | — | $ | — | Cash equivalents | |||||
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Available-for-sale securities: |
||||||||||||||
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Marketable equity securities |
365 | 365 | — | — | Marketable equity securities | |||||||||
|
U.S. Treasury securities |
212 | 212 | — | — | Short-term investments and cash equivalents | |||||||||
|
Corporate bonds |
133 | — | 133 | — | Short-term investments and cash equivalents | |||||||||
|
U.S. agency securities |
118 | — | 118 | — | Short-term investments and cash equivalents | |||||||||
|
Commercial paper |
118 | — | 118 | — | Short-term investments and cash equivalents | |||||||||
|
Asset-backed securities |
15 | — | 15 | — | Short-term investments | |||||||||
|
Deferred compensation plan assets(a) |
9 | 9 | — | — | Other assets | |||||||||
|
Foreign currency derivatives |
2 | — | 2 | — | Other current assets | |||||||||
|
Total assets at fair value |
$ | 2,041 | $ | 1,655 | $ | 386 | $ | — | ||||||
| (a) |
The deferred compensation plan assets consist of various mutual funds. |
| (b ) |
The contingent consideration represents the estimated fair value of the additional variable cash consideration payable in connection with our acquisition of Playfish Limited (“Playfish™”) that is contingent upon the achievement of certain performance milestones. We estimated the fair value using expected future cash flows over the period in which the obligation is expected to be settled, and applied a discount rate that appropriately captures a market participant’s view of the risk associated with the obligation. |
| (c) |
The change in fair value is included in acquisition-related contingent consideration on our Consolidated Statements of Operations. |
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The following table presents financial instruments and non-financial assets that were measured and recorded at fair value on a nonrecurring basis during the fiscal years ended March 31, 2010 and 2009, and the impairments on those assets (in millions):
| Fair Value Measurements Using | |||||||||||||||
| Quoted Prices in Active Markets for Identical Assets |
Significant Other Observable Inputs |
Significant Unobservable Inputs |
|||||||||||||
| Net Carrying Value as of March 31, 2010 |
(Level 1) | (Level 2) | (Level 3) | Total Impairments for the Year Ended March 31, 2010 |
|||||||||||
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Assets |
|||||||||||||||
|
Property and equipment, net(a) |
$ | 20 | $ | — | $ | 19 | $ | 4 | $ | 5 | |||||
|
Acquisition-related intangibles |
— | — | — | — | 10 | ||||||||||
|
Abandoned rights to intellectual property |
— | — | — | — | 10 | ||||||||||
|
Total impairments for assets held as of March 31, 2010 |
25 | ||||||||||||||
|
Impairment on acquisition-related intangibles no longer held |
1 | ||||||||||||||
|
Impairment on property and equipment no longer held |
13 | ||||||||||||||
|
Total impairments recorded for non-recurring measurements |
$ | 39 | |||||||||||||
| Net Carrying Value as of March 31, 2009 |
(Level 1) | (Level 2) | (Level 3) | Total Impairments for the Year Ended March 31, 2009 |
|||||||||||
|
Assets |
|||||||||||||||
|
Other investments |
$ | 8 | $ | — | $ | 8 | $ | — | $ | 10 | |||||
|
Total impairments for assets held as of March 31, 2009 |
$ | 10 | |||||||||||||
| (a) |
Our carrying value as of March 31, 2010, did not equal our fair value measurements at the time of the impairments due to the subsequent recognition of depreciation expense. |
In connection with our fiscal 2010 restructuring, certain of our property and equipment, acquisition-related intangibles, and abandoned rights to intellectual property were impaired during the fiscal year ended March 31, 2010 due to events and circumstances that indicated that the carrying value of the assets was not recoverable. These impairments are included in restructuring charges in our Consolidated Statements of Operations.
Other investments included in the table above were measured and recorded on a nonrecurring basis using other observable market inputs for comparable instruments. During the fiscal year ended March 31, 2009, we measured certain of our other investments at fair value due to various factors, including but not limited to, the extent and duration during which the fair value had been below cost. See Note 3 for information regarding other investments.
|
|||
(3) FINANCIAL INSTRUMENTS
Cash, Cash Equivalents and Short-Term Investments
Cash, cash equivalents and short-term investments consisted of the following as of March 31, 2010 and 2009 (in millions):
| As of March 31, 2010 | As of March 31, 2009 | |||||||||||||||||||||||
| Cost or Amortized Cost |
Gross Unrealized |
Fair Value |
Cost or Amortized Cost |
Gross Unrealized |
Fair Value |
|||||||||||||||||||
| Gains | Losses | Gains | Losses | |||||||||||||||||||||
|
Cash and cash equivalents: |
||||||||||||||||||||||||
|
Cash |
$ | 629 | $ | — | $ | — | $ | 629 | $ | 490 | $ | — | $ | — | $ | 490 | ||||||||
|
Money market funds |
619 | — | — | 619 | 1,069 | — | — | 1,069 | ||||||||||||||||
|
Commercial paper |
11 | — | — | 11 | 39 | — | — | 39 | ||||||||||||||||
|
U.S. Treasury securities |
10 | — | — | 10 | 12 | — | — | 12 | ||||||||||||||||
|
U.S. agency securities |
3 | — | — | 3 | 9 | — | — | 9 | ||||||||||||||||
|
Corporate bonds |
1 | — | — | 1 | 2 | — | — | 2 | ||||||||||||||||
|
Cash and cash equivalents |
1,273 | — | — | 1,273 | 1,621 | — | — | 1,621 | ||||||||||||||||
|
Short-term investments: |
||||||||||||||||||||||||
|
Corporate bonds |
231 | 2 | — | 233 | 130 | 1 | — | 131 | ||||||||||||||||
|
U.S. agency securities |
115 | — | — | 115 | 108 | 1 | — | 109 | ||||||||||||||||
|
U.S. Treasury securities |
83 | — | — | 83 | 198 | 2 | — | 200 | ||||||||||||||||
|
Commercial paper |
1 | — | — | 1 | 79 | — | — | 79 | ||||||||||||||||
|
Asset-backed securities |
— | — | — | — | 15 | — | — | 15 | ||||||||||||||||
|
Short-term investments |
430 | 2 | — | 432 | 530 | 4 | — | 534 | ||||||||||||||||
|
Cash, cash equivalents and short-term investments |
$ | 1,703 | $ | 2 | $ | — | $ | 1,705 | $ | 2,151 | $ | 4 | $ | — | $ | 2,155 | ||||||||
We evaluate our investments for impairment quarterly. Factors considered in the review of investments with an unrealized loss include the credit quality of the issuer, the duration that the fair value has been less than the adjusted cost basis, severity of the impairment, reason for the decline in value and potential recovery period, the financial condition and near-term prospects of the investees, our intent to sell the investments, any contractual terms impacting the prepayment or settlement process, as well as if we would be required to sell an investment due to liquidity or contractual reasons before its anticipated recovery. Based on our review, we did not consider the investments listed above to be other-than-temporarily impaired as of March 31, 2010 and 2009.
The following table summarizes the amortized cost and fair value of our short-term investments, classified by stated maturity as of March 31, 2010 and 2009 (in millions):
| As of March 31, 2010 | As of March 31, 2009 | |||||||||||
| Amortized Cost |
Fair Value |
Amortized Cost |
Fair Value |
|||||||||
|
Short-term investments excluding asset-backed securities |
||||||||||||
|
Due in 1 year or less |
$ | 165 | $ | 165 | $ | 245 | $ | 245 | ||||
|
Due in 1-2 years |
174 | 176 | 156 | 159 | ||||||||
|
Due in 2-3 years |
91 | 91 | 114 | 115 | ||||||||
|
Asset-backed securities |
||||||||||||
|
Weighted average maturity less than 1 year |
— | — | 15 | 15 | ||||||||
|
Short-term investments |
$ | 430 | $ | 432 | $ | 530 | $ | 534 | ||||
Asset-backed securities are separately disclosed as they are not due at a single maturity date.
Marketable Equity Securities
Our investments in marketable equity securities consist of investments in common stock of publicly traded companies and are accounted for as available-for-sale securities and are recorded at fair value. Unrealized gains and losses are recorded as a component of accumulated other comprehensive income in stockholders’ equity, net of tax, until either the security is sold or we determine that the decline in fair value of a security to a level below its adjusted cost basis is other-than-temporary. We evaluate our investments for impairment quarterly. If we conclude that an investment is other-than-temporarily impaired, we recognize an impairment charge at that time in our Consolidated Statements of Operations.
Marketable equity securities consisted of the following as of March 31, 2010 and March 31, 2009 (in millions):
| Cost | Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||
|
As of March 31, 2010 |
$ | 132 | $ | 159 | $ | — | $ | 291 | ||||
|
As of March 31, 2009 |
$ | 175 | $ | 190 | $ | — | $ | 365 | ||||
In May 2007, we entered into a licensing agreement with, and made a strategic equity investment in The9 Limited, a leading online game operator in China. We purchased approximately 15 percent of the outstanding common shares (representing 15 percent of the voting rights at that time) of The9 for approximately $167 million. The licensing agreement gives The9 exclusive publishing rights for EA SPORTS™ FIFA Online 2 in mainland China.
In April 2007, we expanded our commercial agreements with, and made strategic equity investments in, Neowiz Corporation and a related online gaming company, Neowiz Games. We refer to Neowiz Corporation and Neowiz Games collectively as “Neowiz.” Based in Korea, Neowiz is an online media and gaming company with which we partnered in 2006 to launch EA SPORTS FIFA Online in Korea. We purchased 15 percent of the then-outstanding common shares (representing 15 percent of the voting rights at that time) of Neowiz Corporation and 15 percent of the outstanding common shares (representing 15 percent of the voting rights at the time) of Neowiz Games, for approximately $83 million. As discussed below, we also purchased preferred shares of Neowiz, which are classified as other assets on our Consolidated Balance Sheets.
In February 2005, we purchased approximately 19.9 percent of the then-outstanding ordinary shares (representing approximately 18 percent of the voting rights at the time) of Ubisoft Entertainment (“Ubisoft”) for $91 million. As of March 31, 2010 and 2009, we owned approximately 15 percent of the outstanding shares of Ubisoft (representing approximately 13 and 24 percent of the voting rights, respectively) in each year. Although we held 24 percent of the voting rights of Ubisoft as of March 31, 2009, we did not account for this investment under the equity method of accounting because we did not have the ability to exercise significant influence over the investee.
During fiscal years 2010, 2009 and 2008, we recognized impairment charges of $26 million, $27 million and $81 million, respectively, on our investment in The9. During fiscal years 2009 and 2008, we recognized impairment charges of $30 million and $28 million, respectively, on our Neowiz common shares. We did not recognize any impairment charges related to our Neowiz common shares for the fiscal year ended March 31, 2010. Due to various factors, including but not limited to, the extent and duration during which the market price had been below adjusted cost and our intent to hold certain securities, we concluded the decline in values were other-than-temporary. In fiscal year 2009, we received a cash dividend of $5 million from The9, offsetting our $27 million impairment charge. The $26 million, $57 million and $109 million impairments for the fiscal years ended March 31, 2010, 2009 and 2008, respectively, are included in losses on strategic investments, net, on our Consolidated Statements of Operations.
During the fiscal year ended March 31, 2010, we received proceeds of $17 million and realized gains and losses of less than $1 million each, from selling a portion of our investment in The9. We did not sell any of our marketable equity securities during the fiscal years ended March 31, 2009 and 2008.
Other Investments Included in Other Assets
Our other investments, included in other assets on our Consolidated Balance Sheets, consist principally of non-voting preferred shares in two companies whose common stock is publicly traded and are accounted for under the cost method. Under this method, these investments are recorded at cost until we determine that the fair value of the investment has fallen below its cost basis and that such decline is other-than-temporary. We evaluate our investments for impairment quarterly. When we conclude that an investment is other-than-temporarily impaired, we recognize an impairment charge at that time in our Consolidated Statements of Operations.
In April 2007, we purchased all of the then-outstanding non-voting preferred shares of Neowiz for approximately $27 million and have included it in other assets on our Consolidated Balance Sheets. The preferred shares became convertible at our option into approximately 4 percent of the outstanding voting common shares of Neowiz in April 2008.
During fiscal years 2009 and 2008, we recognized impairment charges of $10 million and $9 million, respectively, on our Neowiz preferred shares. Due to various factors, including but not limited to, the extent and duration during which the fair value had been below cost, we concluded the decline in value was other-than-temporary. The $10 million and $9 million impairments are included in losses on strategic investments, net, on our Consolidated Statements of Operations. We did not recognize any impairment charges in fiscal year 2010 on our other investments.
|
|||
(4) DERIVATIVE FINANCIAL INSTRUMENTS
The assets or liabilities associated with our derivative instruments and hedging activities are recorded at fair value in other current assets or accrued and other current liabilities, respectively, in our Consolidated Balance Sheets. As discussed below, the accounting for gains and losses resulting from changes in fair value depends on the use of the derivative and whether it is designated and qualifies for hedge accounting.
We transact business in various foreign currencies and have significant international sales and expenses denominated in foreign currencies, subjecting us to foreign currency risk. We purchase foreign currency option contracts, generally with maturities of 15 months or less, to reduce the volatility of cash flows primarily related to forecasted revenue and expenses denominated in certain foreign currencies. In addition, we utilize foreign currency forward contracts to mitigate foreign exchange rate risk associated with foreign-currency-denominated monetary assets and liabilities, primarily intercompany receivables and payables. The foreign currency forward contracts generally have a contractual term of approximately three months or less and are transacted near month-end. At each quarter-end, the fair value of the foreign currency forward contracts generally is not significant. We do not use foreign currency option or foreign currency forward contracts for speculative or trading purposes.
Cash Flow Hedging Activities
Our foreign currency option contracts are designated and qualify as cash flow hedges. The effectiveness of the cash flow hedge contracts, including time value, is assessed monthly using regression analysis, as well as other timing and probability criteria. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. The effective portion of gains or losses resulting from changes in fair value of these hedges is initially reported, net of tax, as a component of accumulated other comprehensive income in stockholders’ equity. The gross amount of the effective portion of gains or losses resulting from changes in fair value of these hedges is subsequently reclassified into net revenue or research and development expenses, as appropriate, in the period when the forecasted transaction is recognized in our Consolidated Statements of Operations. In the event that the gains or losses in accumulated other comprehensive income are deemed to be ineffective, the ineffective portion of gains or losses resulting from changes in fair value, if any, is reclassified to interest and other income, net, on our Consolidated Statements of Operations. In the event that the underlying forecasted transactions do not occur, or it becomes remote that they will occur, within the defined hedge period, the gains or losses on the related cash flow hedges are reclassified from accumulated other comprehensive income to interest and other income, net, on our Consolidated Statements of Operations. During the reporting periods all forecasted transactions occurred and, therefore, there were no such gains or losses reclassified into interest and other income, net. As of March 31, 2010, we had foreign currency option contracts to purchase approximately $18 million in foreign currency and to sell approximately $30 million of foreign currencies. All of the foreign currency option contracts outstanding as of March 31, 2010 will mature in the next 12 months. As of March 31, 2009, we had foreign currency option contracts to purchase approximately $19 million in foreign currency and to sell approximately $65 million of foreign currencies. As of March 31, 2010 and 2009, these foreign currency option contracts outstanding had a total fair value of $2 million in each year and are included in other current assets.
The effect of foreign currency option contracts on our Consolidated Statements of Operations for the fiscal year ended March 31, 2010, was immaterial.
Balance Sheet Hedging Activities
Our foreign currency forward contracts are not designated as hedging instruments. Accordingly, any gains or losses resulting from changes in the fair value of the foreign currency forward contracts are reported in interest and other income, net, in our Consolidated Statements of Operations. The gains and losses on these foreign currency forward contracts generally offset the gains and losses associated with the underlying foreign-currency-denominated monetary assets and liabilities, which are also reported in interest and other income, net, in our Consolidated Statements of Operations. As of March 31, 2010, we had foreign currency forward contracts to purchase and sell approximately $431 million in foreign currencies. Of this amount, $293 million represented contracts to sell foreign currencies in exchange for U.S. dollars, $127 million to purchase foreign currency in exchange for U.S. dollars and $11 million to sell foreign currency in exchange for British pounds sterling. As of March 31, 2009, we had foreign currency forward contracts to purchase and sell approximately $63 million in foreign currencies. Of this amount, $53 million represented contracts to sell foreign currencies in exchange for U.S. dollars, $7 million to purchase foreign currencies in exchange for U.S. dollars and $3 million to sell foreign currencies in exchange for British pounds sterling. The fair value of our foreign currency forward contracts was immaterial as of March 31, 2010 and March 31, 2009.
The effect of foreign currency forward contracts on our Consolidated Statements of Operations for the fiscal year ended March 31, 2010, was as follows (in millions):
| Year Ended March 31, 2010 | |||||
| Location of Gain Recognized in Income on Derivative |
Amount of Gain Recognized in Income on Derivative |
||||
|
Foreign currency forward contracts not designated as hedging instruments |
Interest and other income, net | $ | 10 | ||
|
|||
(5) BUSINESS COMBINATIONS
On April 1, 2009, we adopted FASB ASC 805, Business Combinations, which generally requires the recognition of assets acquired, liabilities assumed, and any noncontrolling interest in an acquiree at the acquisition date based on their fair value with limited exceptions. FASB ASC 805 changes the accounting treatment for certain specific items and includes a substantial number of new disclosure requirements.
Fiscal Year 2010 Acquisitions
Playfish
On November 9, 2009, we acquired all of the outstanding shares of Playfish for an aggregate purchase price of approximately $308 million in cash and equity. Playfish is a developer of free-to-play social games that can be played on social networking platforms. This acquisition accelerates our participation in social gaming and contributes to our digital business. The following table summarizes the acquisition date fair value of the consideration transferred which consisted of the following (in millions):
|
Cash |
$ | 297 | |
|
Equity |
11 | ||
|
Total purchase price |
$ | 308 | |
The equity included in the consideration above consisted of restricted stock and restricted stock units, using the quoted market price of our common stock on the date of grant.
In addition, we may be required to pay additional variable cash consideration that is contingent upon the achievement of certain performance milestones through December 31, 2011. The additional consideration is limited to a maximum of $100 million based on tiered revenue targets over a two-year period. The final fair value of the contingent consideration arrangement at the acquisition date was $63 million. We estimated the fair value of the contingent consideration using probability assessments of expected future cash flows over the period in which the obligation is expected to be settled, and applied a discount rate that appropriately captures a market participant’s view of the risk associated with the obligation. This fair value is based on significant inputs not observable in the market. As of March 31, 2010, there were no significant changes in the range of outcomes for the contingent consideration.
The final allocation of the purchase price was based upon valuations for certain assets and was completed during the fourth quarter of fiscal year 2010. The following table summarizes the final fair values of assets acquired and liabilities assumed at the date of acquisition (in millions):
|
Current assets |
$ | 32 | ||
|
Deferred income taxes, net |
20 | |||
|
Property and equipment, net |
1 | |||
|
Goodwill |
274 | |||
|
Finite-lived intangibles assets |
53 | |||
|
Contingent consideration |
(63 | ) | ||
|
Other liabilities |
(9 | ) | ||
|
Total purchase price |
$ | 308 | ||
All of the goodwill was assigned to our Playfish operating segment. None of the goodwill recognized upon acquisition is deductible for tax purposes. See Note 6 for additional information related to the changes in the carrying amount of goodwill and Note 17 for segment information.
The results of operations of Playfish and the estimated fair market values of the assets acquired and liabilities assumed have been included in our Consolidated Financial Statements since the date of acquisition.
Other acquisition-related intangibles acquired in this transaction are finite-lived and are being amortized on a straight-line basis over their estimated lives ranging from two to five years. The intangible assets as of the date of the acquisition include:
| Gross Carrying Amount (in millions) |
Weighted-Average Useful Life (in years) |
||||
|
Registered User Base |
$ | 33 | 2 | ||
|
Developed and Core Technology |
13 | 5 | |||
|
Trade Names and Trademarks |
4 | 5 | |||
|
Other Intangibles |
3 | 4 | |||
|
Total Finite-Lived Intangibles |
$ | 53 | 3 | ||
Other Fiscal Year 2010 Acquisitions
During the fiscal year ended March 31, 2010, we completed three additional acquisitions that did not have a significant impact on our Consolidated Financial Statements.
Fiscal Year 2009 Acquisitions
In May 2008, we acquired ThreeSF, Inc, a company based in San Francisco, California, that developed an online social network for gamers. Separately, in May 2008, we acquired certain assets of Hands-On Mobile Inc. and its affiliates relating to its Korean Mobile games business based in Seoul, Korea. These business combinations were completed for total cash consideration of approximately $45 million, including transaction costs. During the three months ended December 31, 2008, we completed two additional acquisitions for total cash consideration of approximately $18 million, including transaction costs. These acquisitions were not material to our Consolidated Balance Sheets and Statements of Operations. The results of operations and the estimated fair value of the assets acquired and liabilities assumed have been included in our Consolidated Financial Statements since the date of the acquisitions.
Fiscal Year 2008 Acquisition
VG Holding Corp.
On January 4, 2008, we acquired all of the outstanding shares of VG Holding Corp. (“VGH”), owner of both BioWare Corp. and Pandemic Studios, LLC, creators of action, adventure and role-playing games. We no longer operate Pandemic as a separate studio. BioWare Studios are located in Edmonton, Canada; Montreal, Canada; and Austin, Texas. The acquisition positioned us for further growth in role-playing, action and adventure genres. We paid approximately $2 per share to the stockholders of VGH and assumed all outstanding stock options for an aggregate purchase price of $682 million, including transaction costs. Separate from the purchase price and prior to January 4, 2008, we loaned VGH $30 million. The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of March 31, 2008, in connection with our acquisition of VGH during the fiscal year ended March 31, 2008 (in millions):
|
Current assets |
$ | 68 | ||
|
Property and equipment, net |
8 | |||
|
Acquired in-process technology |
138 | |||
|
Goodwill |
414 | |||
|
Finite-lived intangibles |
114 | |||
|
Long-term deferred taxes |
9 | |||
|
Other liabilities |
(69 | ) | ||
|
Total purchase price |
$ | 682 | ||
The results of operations of VGH and the estimated fair market values of the assets acquired and liabilities assumed have been included in our Consolidated Financial Statements since the date of acquisition.
Except for acquired in-process technology, which is discussed below, acquired finite-lived intangible assets are being amortized on a straight-line basis over their estimated lives ranging from three to five years. The intangible assets that make up that amount as of the date of the acquisition include:
| Gross Carrying Amount (in millions) |
Weighted-Average Useful Life (in years) |
||||
|
Developed and Core Technology |
$ | 51 | 4 | ||
|
Trade Names and Trademarks |
41 | 5 | |||
|
Other Intangibles |
22 | 3 | |||
|
Total Finite-Lived Intangibles |
$ | 114 | 4 | ||
Approximately $47 million of the goodwill recognized upon acquisition is deductible for tax purposes.
In connection with our acquisition of VGH, we incurred acquired in-process technology charges of $138 million in relation to game software that had not reached technical feasibility as of the date of acquisition. The fair value of VGH’s products under development was determined using the income approach, which discounts expected future cash flows from the acquired in-process technology to present value. The discount rates used in the present value calculations were derived from a weighted average cost of capital of 17 percent. Should the in-process software not be successfully completed, completed at a higher cost, or the development efforts go beyond the timeframe estimated by management, we may not receive the full benefits anticipated from the acquisition. Benefits from the development efforts began to be received in fiscal year 2009 and the development efforts are expected to be completed in fiscal year 2012.
The following table sets forth the estimated percent completion, the estimated cost to complete, and the value assigned to each project we acquired that was included in in-process research and development at the date of acquisition (in millions):
|
Project |
Estimated Percent Completion |
Estimated Cost to Complete |
Value Assigned |
||||||
|
A |
22 | % | $ | 103 | $ | 30 | |||
|
B |
14 | % | 62 | 10 | |||||
|
C |
76 | % | 8 | 26 | |||||
|
D |
51 | % | 68 | 72 | |||||
| $ | 138 | ||||||||
Project D is an aggregation of projects each with less than $30 million in total costs.
|
|||
(6) GOODWILL AND ACQUISITION-RELATED INTANGIBLES, NET
The changes in the carrying amount of goodwill are as follows (in millions):
| Label Segment |
Other Segments |
Total | |||||||||
|
As of March 31, 2009 |
|||||||||||
|
Goodwill |
$ | 667 | $ | 508 | $ | 1,175 | |||||
|
Accumulated Impairment |
— | (368 | ) | (368 | ) | ||||||
| 667 | 140 | 807 | |||||||||
|
Goodwill Acquired |
— | 278 | 278 | ||||||||
|
Effects of Foreign Currency Translation |
5 | 3 | 8 | ||||||||
|
As of March 31, 2010 |
|||||||||||
|
Goodwill |
672 | 789 | 1,461 | ||||||||
|
Accumulated Impairment |
— | (368 | ) | (368 | ) | ||||||
| $ | 672 | $ | 421 | $ | 1,093 | ||||||
Purchased goodwill is not amortized, but rather subject to at least an annual assessment for impairment by applying a fair value-based test.
We are required to perform a two-step approach to testing goodwill for impairment for each reporting unit annually, or whenever events or changes in circumstances indicate the fair value of a reporting unit is below its carrying amount. Our reporting units are determined by the components of our operating segments that constitute a business for which (1) discrete financial information is available and (2) segment management regularly reviews the operating results of that component. The first step measures for impairment by applying fair value-based tests at the reporting unit level. The second step (if necessary) measures the amount of impairment by applying fair value-based tests to individual assets and liabilities within each reporting unit. The fair values of each reporting unit are estimated using a combination of the market approach, which utilizes comparable companies’ data, and/or the income approach, which utilizes discounted cash flows.
During fiscal years ended March 31, 2010 and 2008, we completed the first step of the annual goodwill impairment testing in the fourth quarter of each year and found no indicators of impairment of our recorded goodwill. We did not recognize an impairment loss on goodwill in fiscal years 2010 and 2008. Adverse economic conditions, including the decline in our market capitalization and our expected financial performance, indicated that a potential impairment of goodwill existed during the fiscal year ended March 31, 2009. As a result, we performed goodwill impairment tests for our reporting units and determined that the fair value of our EA Mobile reporting unit fell below the carrying value of that reporting unit. As a result, we conducted the second step in the impairment testing and determined that the EA Mobile reporting unit’s goodwill was impaired. The fair value of the EA Mobile reporting unit was determined using the income approach. Substantially all of our goodwill associated with our EA Mobile reporting unit was derived from our fiscal 2006 acquisition of JAMDAT Mobile Inc. During the fiscal year ended March 31, 2009, we recognized a goodwill impairment charge of $368 million related to our EA Mobile reporting unit. See Note 17 for information regarding our segment information.
Finite-lived intangible assets, net of accumulated amortization, as of March 31, 2010 and 2009, were $204 million and $221 million, respectively, and include costs for obtaining (1) developed and core technology, (2) trade names and trademarks, (3) carrier contracts and related, and (4) registered user base and other intangibles. Amortization of intangibles for fiscal years 2010, 2009 and 2008 was $63 million (of which $10 million was recognized in cost of goods sold), $72 million (of which $14 million was recognized in cost of goods sold) and $60 million (of which $26 million was recognized in cost of goods sold), respectively. Finite-lived intangible assets are amortized using the straight-line method over the lesser of their estimated useful lives or the agreement terms, typically from two to fourteen years. As of March 31, 2010 and 2009, the weighted-average remaining useful life for finite-lived intangible assets was approximately 5.1 years and 6.0 years, respectively.
Acquisition-related intangibles, consisted of the following (in millions):
| As of March 31, 2010 | As of March 31, 2009 | |||||||||||||||||||
| Gross Carrying Amount |
Accumulated Amortization |
Acquisition-Related Intangibles, Net |
Gross Carrying Amount |
Accumulated Amortization |
Acquisition-Related Intangibles, Net |
|||||||||||||||
|
Developed and Core Technology |
$ | 258 | $ | (155 | ) | $ | 103 | $ | 249 | $ | (128 | ) | $ | 121 | ||||||
|
Trade Names and Trademarks |
89 | (57 | ) | 32 | 86 | (43 | ) | 43 | ||||||||||||
|
Carrier Contracts and Related |
85 | (56 | ) | 29 | 85 | (51 | ) | 34 | ||||||||||||
|
Registered User Base and Other Intangibles |
79 | (39 | ) | 40 | 51 | (28 | ) | 23 | ||||||||||||
|
Total |
$ | 511 | $ | (307 | ) | $ | 204 | $ | 471 | $ | (250 | ) | $ | 221 | ||||||
As of March 31, 2010, future amortization of finite-lived intangibles that will be recorded in cost of goods sold and operating expenses is estimated as follows (in millions):
|
Fiscal Year Ending March 31, |
|||
|
2011 |
$ | 67 | |
|
2012 |
48 | ||
|
2013 |
26 | ||
|
2014 |
18 | ||
|
2015 |
14 | ||
|
Thereafter |
31 | ||
|
Total |
$ | 204 | |
|
|||
(7) RESTRUCTURING CHARGES
Restructuring information as of March 31, 2010 was as follows (in millions):
| Fiscal 2010 Restructuring |
Fiscal 2009 Restructuring |
Fiscal 2008 Reorganization |
Other Restructurings | |||||||||||||||||||||||||||||||||||||||||||||||||
| Work- force |
Facilities- related |
Other | Work- force |
Facilities- related |
Other | Work- force |
Facilities- related |
Other | Work- force |
Facilities- related |
Other | Total | ||||||||||||||||||||||||||||||||||||||||
|
Balances as of March 31, 2007 |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 9 | $ | 1 | $ | 10 | ||||||||||||||||||||||||||
|
Charges to operations |
— | — | — | — | — | — | 12 | 58 | 27 | 6 | — | — | 103 | |||||||||||||||||||||||||||||||||||||||
|
Charges settled in cash |
— | — | — | — | — | — | (11 | ) | (3 | ) | (22 | ) | (6 | ) | — | (1 | ) | (43 | ) | |||||||||||||||||||||||||||||||||
|
Charges settled in non-cash |
— | — | — | — | — | — | — | (55 | ) | (1 | ) | — | — | — | (56 | ) | ||||||||||||||||||||||||||||||||||||
|
Balances as of March 31, 2008 |
— | — | — | — | — | — | 1 | — | 4 | — | 9 | — | 14 | |||||||||||||||||||||||||||||||||||||||
|
Charges to operations |
— | — | — | 32 | 7 | 2 | — | 22 | 12 | 4 | 1 | — | 80 | |||||||||||||||||||||||||||||||||||||||
|
Charges settled in cash |
— | — | — | (24 | ) | (1 | ) | — | (1 | ) | — | (13 | ) | (4 | ) | (3 | ) | — | (46 | ) | ||||||||||||||||||||||||||||||||
|
Charges settled in non-cash |
— | — | — | — | (1 | ) | (2 | ) | — | (22 | ) | — | — | — | — | (25 | ) | |||||||||||||||||||||||||||||||||||
|
Balances as of March 31, 2009 |
— | — | — | 8 | 5 | — | — | — | 3 | — | 7 | — | 23 | |||||||||||||||||||||||||||||||||||||||
|
Charges to operations |
62 | 22 | 32 | 1 | 13 | — | — | 3 | 7 | — | — | — | 140 | |||||||||||||||||||||||||||||||||||||||
|
Charges settled in cash |
(29 | ) | (2 | ) | (1 | ) | (9 | ) | (11 | ) | — | — | — | (10 | ) | — | — | — | (62 | ) | ||||||||||||||||||||||||||||||||
|
Charges settled in non-cash |
(25 | ) | (9 | ) | (24 | ) | — | (4 | ) | — | — | (3 | ) | — | — | — | — | (65 | ) | |||||||||||||||||||||||||||||||||
|
Accrual reclassification |
— | — | — | — | — | — | — | — | — | — | (7 | ) | — | (7 | ) | |||||||||||||||||||||||||||||||||||||
|
Balances as of March 31, 2010 |
$ | 8 | $ | 11 | $ | 7 | $ | — | $ | 3 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — |
$ |
29 |
|
|||||||||||||||||||||||||
Fiscal 2010 Restructuring
In fiscal year 2010, we announced details of a restructuring plan to narrow our product portfolio to provide greater focus on titles with higher margin opportunities. Under this plan, we reduced our workforce by approximately 1,200 employees and have been (1) consolidating or closing various facilities, (2) eliminating certain titles, and (3) incurring IT and other costs to assist in reorganizing certain activities. The majority of these actions were completed by March 31, 2010.
Since the inception of the fiscal 2010 restructuring plan through March 31, 2010, we have incurred charges of $116 million, of which (1) $62 million were for employee-related expenses, (2) $32 million related to intangible asset impairment costs, abandoned rights to intellectual property, and other costs to assist in the reorganization of our business support functions, and (3) $22 million related to the closure of certain of our facilities. The $26 million restructuring accrual as of March 31, 2010 related to our fiscal 2010 restructuring is expected to be settled by September, 2013. In fiscal year 2011, we anticipate incurring between $15 million and $20 million of restructuring charges related to the fiscal 2010 restructuring.
Overall, including charges incurred through March 31, 2010, we expect to incur total cash and non-cash charges between $140 million and $145 million by March 31, 2012. These charges consist primarily of (1) employee-related costs (approximately $65 million), (2) intangible asset impairment costs, abandoned rights to intellectual property costs, and other costs to assist in the reorganization of our business support functions (approximately $35 million), (3) facilities exit costs (approximately $25 million), and (4) other reorganizational costs including IT and consulting costs (approximately $20 million).
Fiscal 2009 Restructuring
In fiscal year 2009, we announced details of a cost reduction plan as a result of our performance combined with the economic environment. This plan included a narrowing of our product portfolio, a reduction in our worldwide workforce of approximately 11 percent, or 1,100 employees, the closure of 10 facilities, and reductions in other variable costs and capital expenditures.
Since the inception of the fiscal 2009 restructuring plan through March 31, 2010, we have incurred charges of $55 million, of which (1) $33 million were for employee-related expenses, (2) $20 million related to the closure of certain of our facilities, and (3) $2 million related to asset impairments. We do not expect to incur any additional restructuring charges under this plan. The restructuring accrual of $3 million as of March 31, 2010 related to our fiscal 2009 restructuring is expected to be settled by September 2016.
Fiscal 2008 Reorganization
In June 2007, we announced a plan to reorganize our business into several new divisions including, at the time four new “Labels”: EA SPORTS, EA Games, EA Casual Entertainment and The Sims in order to streamline decision-making, improve global focus, and speed new ideas to market. In October 2007, our Board of Directors approved a plan of reorganization (“fiscal 2008 reorganization plan”) in connection with the reorganization of our business into four new Labels. During fiscal year 2009, we consolidated and reorganized two of our Labels. As a result, we have three Labels, EA SPORTS, EA Games and EA Play, as well as a new organization, EA Interactive, which reports into our Global Publishing Organization. Each Label, as well as EA Interactive, operates with dedicated studio and product marketing teams focused on consumer-driven priorities.
Since the inception of the fiscal 2008 reorganization plan through March 31, 2010, we have incurred charges of $141 million, of which (1) $12 million were for employee-related expenses, (2) $83 million related to the closure of our Chertsey, England and Chicago, Illinois facilities, which included asset impairment and lease termination costs, and (3) $46 million related to other costs including other contract terminations, as well as IT and consulting costs to assist in the reorganization of our business support functions. We do not expect to incur any additional charges under this plan.
Other Restructurings
We also engaged in various other restructurings based on management decisions. From April 1, 2008 through June 30, 2009, $7 million in cash had been paid out under these restructuring plans. The $7 million restructuring accrual as of March 31, 2009 was reclassified during the three months ended June 30, 2009, from accrued and other current liabilities to other liabilities on our Consolidated Balance Sheet.
|
|||
(8) ROYALTIES AND LICENSES
Our royalty expenses consist of payments to (1) content licensors, (2) independent software developers, and (3) co-publishing and distribution affiliates. License royalties consist of payments made to celebrities, professional sports organizations, movie studios and other organizations for our use of their trademarks, copyrights, personal publicity rights, content and/or other intellectual property. Royalty payments to independent software developers are payments for the development of intellectual property related to our games. Co-publishing and distribution royalties are payments made to third parties for the delivery of products.
Royalty-based obligations with content licensors and distribution affiliates are either paid in advance and capitalized as prepaid royalties or are accrued as incurred and subsequently paid. These royalty-based obligations are generally expensed to cost of goods sold generally at the greater of the contractual rate or an effective royalty rate based on the total projected net revenue. Prepayments made to thinly capitalized independent software developers and co-publishing affiliates are generally in connection with the development of a particular product and, therefore, we are generally subject to development risk prior to the release of the product. Accordingly, payments that are due prior to completion of a product are generally expensed to research and development over the development period as the services are incurred. Payments due after completion of the product (primarily royalty-based in nature) are generally expensed as cost of goods sold.
Our contracts with some licensors include minimum guaranteed royalty payments, which are initially recorded as an asset and as a liability at the contractual amount when no performance remains with the licensor. When performance remains with the licensor, we record guarantee payments as an asset when actually paid and as a liability when incurred, rather than recording the asset and liability upon execution of the contract. Royalty liabilities are classified as current liabilities to the extent such royalty obligations are contractually due within the next twelve months. As of March 31, 2010 and 2009, approximately $13 million and $37 million, respectively, of minimum guaranteed royalty obligations had been recognized and are included in the royalty-related assets and liabilities tables below.
Each quarter, we also evaluate the expected future realization of our royalty-based assets, as well as any unrecognized minimum commitments not yet paid to determine amounts we deem unlikely to be realized through product sales. Any impairments or losses determined before the launch of a product are charged to research and development expense. Impairments or losses determined post-launch are charged to cost of goods sold. We evaluate long-lived royalty-based assets for impairment using undiscounted cash flows when impairment indicators exist. Unrecognized minimum royalty-based commitments are accounted for as executory contracts and, therefore, any losses on these commitments are recognized when the underlying intellectual property is abandoned (i.e., cease use) or the contractual rights to use the intellectual property are terminated. During fiscal years 2010, 2009 and 2008, we recognized impairment charges of $10 million, loss charges of $43 million and loss and impairment charges of $4 million, respectively. The $10 million impairment charge recognized during the fiscal year ended March 31, 2010, was primarily related to our fiscal 2010 restructuring. This impairment is included in restructuring charges presented in Note 7 of the Notes to Consolidated Financial Statements. The loss charges in fiscal year 2009 primarily related to an amendment of a licensor agreement in which we terminated certain rights we previously had to use the licensor’s intellectual property.
The current and long-term portions of prepaid royalties and minimum guaranteed royalty-related assets, included in other current assets and other assets, consisted of (in millions):
| As of March 31, | ||||||
| 2010 | 2009 | |||||
|
Other current assets |
$ | 66 | $ | 74 | ||
|
Other assets |
36 | 47 | ||||
|
Royalty-related assets |
$ | 102 | $ | 121 | ||
At any given time, depending on the timing of our payments to our co-publishing and/or distribution affiliates, content licensors and/or independent software developers, we recognize unpaid royalty amounts owed to these parties as accrued liabilities. The current and long-term portions of accrued royalties, included in accrued and other current liabilities and other liabilities, consisted of (in millions):
| As of March 31, | ||||||
| 2010 | 2009 | |||||
|
Accrued and other current liabilities |
$ | 144 | $ | 237 | ||
|
Other liabilities |
— | 29 | ||||
|
Royalty-related liabilities |
$ | 144 | $ | 266 | ||
In addition, as of March 31, 2010, we were committed to pay approximately $1,280 million to content licensors, independent software developers, and co-publishing and/or distribution affiliates, but performance remained with the counterparty (i.e., delivery of the product or content or other factors) and such commitments were therefore not recorded in our Consolidated Financial Statements.
|
|||
(9) BALANCE SHEET DETAILS
Inventories
Inventories as of March 31, 2010 and 2009 consisted of (in millions):
| As of March 31, | ||||||
| 2010 | 2009 | |||||
|
Raw materials and work in process |
$ | 8 | $ | 7 | ||
|
In-transit inventory |
2 | 9 | ||||
|
Finished goods |
90 | 201 | ||||
|
Inventories |
$ | 100 | $ | 217 | ||
Property and Equipment, Net
Property and equipment, net, as of March 31, 2010 and 2009 consisted of (in millions):
| As of March 31, | ||||||||
| 2010 | 2009 | |||||||
|
Computer equipment and software |
$ | 480 | $ | 663 | ||||
|
Buildings |
347 | 143 | ||||||
|
Leasehold improvements |
99 | 125 | ||||||
|
Office equipment, furniture and fixtures |
71 | 63 | ||||||
|
Land |
65 | 11 | ||||||
|
Warehouse equipment and other |
10 | 14 | ||||||
|
Construction in progress |
13 | 16 | ||||||
| 1,085 | 1,035 | |||||||
|
Less accumulated depreciation |
(548 | ) | (681 | ) | ||||
|
Property and equipment, net |
$ | 537 | $ | 354 | ||||
Depreciation expense associated with property and equipment amounted to $123 million, $117 million and $126 million for the fiscal years ended March 31, 2010, 2009 and 2008, respectively.
On July 13, 2009, we purchased our Redwood Shores headquarters facilities comprised of approximately 660,000 square feet concurrent with the expiration and extinguishment of the lessor’s financing agreements. These facilities were subject to lease obligations to non-affiliated parties, which expired in July 2009, and had previously been accounted for as operating leases. The total amount paid under the terms of the leases was $247 million, of which $233 million related to the purchase price of the facilities and $14 million was for the loss on our lease obligation. This $14 million loss is included in general and administrative expense on our Consolidated Statements of Operations. Subsequent to our purchase, we classified the facilities on our Consolidated Balance Sheet as property and equipment, net and depreciate the facilities acquired, excluding land, on a straight-line basis over the estimated useful lives.
Acquisition-Related Restricted Cash Included in Other Current Assets and Other Assets
In connection with our acquisition of Playfish on November 9, 2009, we deposited $100 million into an escrow account to be used to pay the former shareholders of Playfish in the event certain performance milestones through December 31, 2011 are achieved. During fiscal year 2010, no distributions were made from the restricted cash amount. As this deposit is restricted in nature, the long-term portion of $61 million is included in other assets and the short-term portion of $39 million is included in other current assets on our Consolidated Balance Sheet as of March 31, 2010. See Note 5 regarding our acquisition of Playfish.
Accrued and Other Current Liabilities
Accrued and other current liabilities as of March 31, 2010 and 2009 consisted of (in millions):
| As of March 31, | ||||||
| 2010 | 2009 | |||||
|
Other accrued expenses |
$ | 293 | $ | 237 | ||
|
Accrued compensation and benefits |
177 | 142 | ||||
|
Accrued royalties |
144 | 237 | ||||
|
Deferred net revenue (other) |
103 | 107 | ||||
|
Accrued and other current liabilities |
$ | 717 | $ | 723 | ||
Deferred net revenue (other) includes the deferral of subscription revenue, deferrals related to our Switzerland distribution business, advertising revenue, licensing arrangements and other revenue for which revenue recognition criteria has not been met.
Deferred Net Revenue (Packaged Goods and Digital Content)
Deferred net revenue (packaged goods and digital content) was $766 million as of March 31, 2010 and $261 million as of March 31, 2009. Deferred net revenue (packaged goods and digital content) includes the unrecognized revenue from (1) bundled sales of certain online-enabled packaged goods and digital content for which either we do not have vendor-specific objective evidence of fair value (“VSOE”) for the online service that we provide in connection with the sale of the software or we have an obligation to provide future incremental unspecified digital content, (2) certain packaged goods sales of massively-multiplayer online role-playing games, and (3) sales of certain incremental content associated with our core subscription services that can only be played online, which are types of “micro-transactions.” We recognize revenue from sales of online-enabled packaged goods and digital content for which (1) we do not have VSOE for the online service that we provided in connection with the sale and (2) we have an obligation to deliver incremental unspecified digital content in the future without an additional fee on a straight-line basis over an estimated six month period beginning in the month after shipment. However, we expense the cost of goods sold related to these transactions during the period in which the product is delivered (rather than on a deferred basis).
|
|||
(10) INCOME TAXES
The components of our loss before provision for (benefit from) income taxes for the fiscal years ended March 31, 2010, 2009 and 2008 are as follows (in millions):
| Year Ended March 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Domestic |
$ | (501 | ) | $ | (670 | ) | $ | (353 | ) | |||
|
Foreign |
(205 | ) | (185 | ) | (154 | ) | ||||||
|
Loss before provision for (benefit from) income taxes |
$ | (706 | ) | $ | (855 | ) | $ | (507 | ) | |||
| Provision for (benefit from) income taxes for the fiscal years ended March 31, 2010, 2009 and 2008 consisted of (in millions): | ||||||||||||
| Current | Deferred | Total | ||||||||||
|
Year Ended March 31, 2010 |
||||||||||||
|
Federal |
$ | (8 | ) | $ | (57 | ) | $ | (65 | ) | |||
|
State |
2 | (4 | ) | (2 | ) | |||||||
|
Foreign |
27 | 11 | 38 | |||||||||
| $ | 21 | $ | (50 | ) | $ | (29 | ) | |||||
|
Year Ended March 31, 2009 |
||||||||||||
|
Federal |
$ | (15 | ) | $ | 161 | $ | 146 | |||||
|
State |
(2 | ) | 76 | 74 | ||||||||
|
Foreign |
26 | (13 | ) | 13 | ||||||||
| $ | 9 | $ | 224 | $ | 233 | |||||||
|
Year Ended March 31, 2008 |
||||||||||||
|
Federal |
$ | (28 | ) | $ | (43 | ) | $ | (71 | ) | |||
|
State |
(1 | ) | (21 | ) | (22 | ) | ||||||
|
Foreign |
46 | (6 | ) | 40 | ||||||||
| $ | 17 | $ | (70 | ) | $ | (53 | ) | |||||
The differences between the statutory tax expense (benefit) rate and our effective tax expense (benefit) rate, expressed as a percentage of loss before provision for (benefit from) income taxes, for the years ended March 31, 2010, 2009 and 2008 were as follows:
| Year Ended March 31, | |||||||||
| 2010 | 2009 | 2008 | |||||||
|
Statutory federal tax (benefit) rate |
(35.0% | ) | (35.0% | ) | (35.0% | ) | |||
|
State taxes, net of federal benefit |
(3.4% | ) | (2.1% | ) | (2.7% | ) | |||
|
Differences between statutory rate and foreign effective tax rate |
4.2% | 2.6% | 1.9% | ||||||
|
Valuation allowance |
17.2% | 42.8% | — | ||||||
|
Research and development credits |
(1.1% | ) | (1.6% | ) | (1.5% | ) | |||
|
Non-deductible acquisition-related costs and tax expense from integration restructurings |
8.2% | — | 9.5% | ||||||
|
Non-deductible goodwill impairment |
— | 13.6% | — | ||||||
|
Non-deductible losses on strategic investments |
— | 2.6% | 8.2% | ||||||
|
Loss on facility impairment |
— | 0.6% | 3.5% | ||||||
|
Non-deductible stock-based compensation |
5.0% | 3.7% | 5.5% | ||||||
|
Other |
0.8% | — | 0.3% | ||||||
|
Effective tax expense (benefit) rate |
(4.1% | ) | 27.2% | (10.3% | ) | ||||
Undistributed earnings of our foreign subsidiaries amounted to approximately $1.1 billion as of March 31, 2010. Those earnings are considered to be indefinitely reinvested and, accordingly, no U.S. income taxes have been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise, we would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to various foreign countries. It is not practicable to determine the income tax liability that might be incurred if these earnings were to be distributed.
The components of net deferred tax assets, as of March 31, 2010 and 2009 consisted of (in millions):
| As of March 31, | ||||||||
| 2010 | 2009 | |||||||
|
Deferred tax assets: |
||||||||
|
Accruals, reserves and other expenses |
$ | 141 | $ | 140 | ||||
|
Tax credit carryforwards |
188 | 183 | ||||||
|
Stock-based compensation |
81 | 69 | ||||||
|
Amortization |
16 | 14 | ||||||
|
Net operating loss & capital loss carryforwards |
233 | 129 | ||||||
|
Total |
659 | 535 | ||||||
|
Valuation allowance |
(466 | ) | (384 | ) | ||||
|
Deferred tax asset net of valuation allowance |
193 | 151 | ||||||
|
Deferred tax liabilities: |
||||||||
|
Depreciation |
(19 | ) | (20 | ) | ||||
|
State effect on federal taxes |
(50 | ) | (47 | ) | ||||
|
Unrealized gain on marketable equity securities |
(19 | ) | (3 | ) | ||||
|
Prepaids and other liabilities |
(13 | ) | (11 | ) | ||||
|
Total |
(101 | ) | (81 | ) | ||||
|
Deferred tax asset, net |
$ | 92 | $ | 70 | ||||
The valuation allowance increased by $82 million in fiscal year 2010, primarily due to the increase in deferred tax assets for U.S. tax losses and tax credits that are not currently considered to be more likely than not to be realized.
As of March 31, 2010, we have federal net operating loss (“NOL”) carry forwards of approximately $512 million of which approximately $150 million is attributable to various acquired companies. These acquired net operating loss carry forwards are subject to an annual limitation under Internal Revenue Code Section 382. The federal NOL, if not fully realized, will begin to expire 2028. Furthermore, we have state net loss carry forwards of approximately $637 million of which approximately $118 million is attributable to various acquired companies. The state NOL, if not fully realized, will begin to expire 2016. We also have U.S. federal, California and Canada tax credit carry forwards of $103 million, $88 million and $36 million, respectively. The U.S. federal tax credit carry forwards will begin to expire 2016. The California and Canada tax credit carry forwards can be carried forward indefinitely.
In February 2006, the FASB issued FASB ASC 740, Income Taxes, that clarifies the accounting and recognition for income tax positions taken or expected to be taken in our tax returns. We adopted FASB ASC 740 on April 1, 2007, and recognized the cumulative effect of a change in accounting principle by recognizing a decrease in the liability for unrecognized tax benefits of $18 million, with a corresponding increase to beginning retained earnings. We also recognized an additional decrease in the liability for unrecognized tax benefits of $14 million with a corresponding increase in beginning paid-in capital related to the tax benefits of employee stock options. In our second quarter of fiscal year 2008, we increased the beginning retained earnings by approximately $1 million to reflect an immaterial revision to the cumulative effect of the adoption.
The total unrecognized tax benefits as of March 31, 2010 and 2009 were $278 million in each year. Of these amounts, $35 million and $56 million of liabilities would be offset by prior cash deposits to tax authorities for issues pending resolution as of March 31, 2010 and 2009, respectively. A reconciliation of the beginning and ending balance of unrecognized tax benefits is summarized as follows (in millions):
|
Balance as of March 31, 2008 |
$ | 312 | ||
|
Increases in unrecognized tax benefits related to prior year tax positions |
21 | |||
|
Decreases in unrecognized tax benefits related to prior year tax positions |
(24 | ) | ||
|
Increases in unrecognized tax benefits related to current year tax positions |
36 | |||
|
Decreases in unrecognized tax benefits related to settlements with taxing authorities |
(13 | ) | ||
|
Reductions in unrecognized tax benefits due to lapse of applicable statute of limitations |
(29 | ) | ||
|
Changes in unrecognized tax benefits due to foreign currency translation |
(25 | ) | ||
|
Balance as of March 31, 2009 |
$ | 278 | ||
|
Increases in unrecognized tax benefits related to prior year tax positions |
10 | |||
|
Decreases in unrecognized tax benefits related to prior year tax positions |
(8 | ) | ||
|
Increases in unrecognized tax benefits related to current year tax positions |
69 | |||
|
Decreases in unrecognized tax benefits related to settlements with taxing authorities |
(45 | ) | ||
|
Reductions in unrecognized tax benefits due to lapse of applicable statute of limitations |
(31 | ) | ||
|
Changes in unrecognized tax benefits due to foreign currency translation |
5 | |||
|
Balance as of March 31, 2010 |
$ | 278 | ||
During the three months ended September 30, 2009, we reached a final settlement with the Internal Revenue Service (“IRS”) for the fiscal years 1997 through 1999. As a result, we recognized a tax benefit of approximately $6 million due to a reduction in our accrual for interest and penalties.
During the three months ended June 30, 2009, we recognized approximately $21 million of previously unrecognized tax benefits and reduced our accrual for interest and penalties by approximately $12 million due to the expiration of statutes of limitation in the United Kingdom.
A portion of our unrecognized tax benefits will affect our effective tax rate if they are recognized upon favorable resolution of the uncertain tax positions. As of March 31, 2010, approximately $130 million of the unrecognized tax benefits would affect our effective tax rate and approximately $132 million would result in corresponding adjustments to the deferred tax valuation allowance. As of March 31, 2009, approximately $166 million of the unrecognized tax benefits would affect our effective tax rate and approximately $94 million would result in adjustments to deferred tax valuation allowance.
Interest and penalties related to estimated obligations for tax positions taken in our tax returns are recognized in income tax expense in our Consolidated Statements of Operations. The combined amount of accrued interest and penalties related to tax positions taken on our tax returns and included in non-current other liabilities was approximately $39 million as of March 31, 2010, as compared to $56 million as of March 31, 2009. Accrued interest expense related to estimated obligations for unrecognized tax benefits decreased by approximately $13 million during fiscal 2010. Accrued penalties decreased by approximately $4 million during fiscal 2010.
We file income tax returns in the United States, including various state and local jurisdictions. Our subsidiaries file tax returns in various foreign jurisdictions, including Canada, France, Germany, Switzerland and the United Kingdom. The IRS has completed its examination of our federal income tax returns through fiscal year 2005. As of March 31, 2010, the IRS had proposed, and we had agreed to, certain adjustments to our tax returns for fiscal years 2000 through 2005. The effects of these adjustments have been considered in estimating our future obligations for unrecognized tax benefits and are not expected to have a material impact on our financial position or results of operations. As of March 31, 2010, we had not agreed to certain other proposed adjustments for fiscal years 2000 through 2005, and those issues were pending resolution by the Appeals section of the IRS. Furthermore, the IRS has commenced an examination of our fiscal year 2006, 2007 and 2008 tax returns. We are also currently under income tax examination in Canada for fiscal years 2004 and 2005, and in France for fiscal years 2006 through 2008. We remain subject to income tax examination for several other jurisdictions including Canada for fiscal years after 2001, in France for fiscal years after 2008, in Germany for fiscal years after 2007, in the United Kingdom for fiscal years after 2008, and in Switzerland for fiscal years after 2007.
The timing of the resolution of income tax examinations is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year. Although potential resolution of uncertain tax positions involve multiple tax periods and jurisdictions, it is reasonably possible that a reduction of up to $30 million of unrecognized tax benefits may occur within the next 12 months, some of which, depending on the nature of the settlement or expiration of statutes of limitations, may affect the Company’s income tax provision and therefore benefit the resulting effective tax rate. The actual amount could vary significantly depending on the ultimate timing and nature of any settlements.
|
|||
(11) COMMITMENTS AND CONTINGENCIES
Lease Commitments
As of March 31, 2010, we leased certain of our current facilities, furniture and equipment under non-cancelable operating lease agreements. We were required to pay property taxes, insurance and normal maintenance costs for certain of these facilities and any increases over the base year of these expenses on the remainder of our facilities. See Note 9 regarding the purchase of our Redwood Shores headquarters facilities on July 13, 2009.
Development, Celebrity, League and Content Licenses: Payments and Commitments
The products we produce in our studios are designed and created by our employee designers, artists, software programmers and by non-employee software developers (“independent artists” or “third-party developers”). We typically advance development funds to the independent artists and third-party developers during development of our games, usually in installment payments made upon the completion of specified development milestones. Contractually, these payments are generally considered advances against subsequent royalties on the sales of the products. These terms are set forth in written agreements entered into with the independent artists and third-party developers.
In addition, we have certain celebrity, league and content license contracts that contain minimum guarantee payments and marketing commitments that may not be dependent on any deliverables. Celebrities and organizations with whom we have contracts include: FIFA, FIFPRO Foundation, FAPL (Football Association Premier League Limited), and DFL Deutsche Fußball Liga GmbH (German Soccer League) (professional soccer); National Basketball Association (professional basketball); PGA TOUR and Tiger Woods (professional golf); National Hockey League and NHL Players’ Association (professional hockey); Warner Bros. (Harry Potter); National Football League Properties, PLAYERS Inc., and Red Bear Inc. (professional football); Collegiate Licensing Company (collegiate football and basketball); ESPN (content in EA SPORTS games); Hasbro, Inc. (most of Hasbro’s toy and game intellectual properties); and the Estate of Robert Ludlum (Robert Ludlum novels and films). These developer and content license commitments represent the sum of (1) the cash payments due under non-royalty-bearing licenses and services agreements, and (2) the minimum guaranteed payments and advances against royalties due under royalty-bearing licenses and services agreements, the majority of which are conditional upon performance by the counterparty. These minimum guarantee payments and any related marketing commitments are included in the table below.
The following table summarizes our minimum contractual obligations as of March 31, 2010 (in millions):
| Contractual Obligations | |||||||||||||||
|
Fiscal Year Ending March 31, |
Leases(a) | Developer/ Licensor Commitments(b) |
Marketing | Other Purchase Obligations |
Total | ||||||||||
|
2011 |
$ | 46 | $ | 253 | $ | 91 | $ | 2 | $ | 392 | |||||
|
2012 |
39 | 244 | 53 | 1 | 337 | ||||||||||
|
2013 |
32 | 164 | 47 | — | 243 | ||||||||||
|
2014 |
23 | 12 | 27 | — | 62 | ||||||||||
|
2015 |
18 | 13 | 15 | — | 46 | ||||||||||
|
Thereafter |
23 | 607 | 92 | — | 722 | ||||||||||
|
Total |
$ | 181 | $ | 1,293 | $ | 325 | $ | 3 | $ | 1,802 | |||||
| (a) |
Lease commitments have not been reduced by minimum sub-lease rentals for unutilized office space resulting from our reorganization activities of approximately $13 million due in the future under non-cancelable sub-leases. |
| ( b) |
Developer/licensor commitments include $13 million of commitments that have been recorded in current and long-term liabilities and a corresponding amount in current and long-term assets in our Consolidated Balance Sheet as of March 31, 2010 because payment is not contingent upon performance by the developer or licensor. |
In addition to what is included in the table above as of March 31, 2010, we had a liability for unrecognized tax benefits and an accrual for the payment of related interest totaling $277 million, of which approximately $35 million is offset by prior cash deposits to tax authorities for issues pending resolution. For the remaining liability, we are unable to make a reasonably reliable estimate of when cash settlement with a taxing authority will occur.
In addition to what is included in the table above as of March 31, 2010, in connection with our acquisition of Playfish on November 9, 2009, we may be required to pay additional variable cash consideration that is contingent upon the achievement of certain performance milestones through December 31, 2011. The additional consideration is limited to a maximum of $100 million.
The amounts represented in the table above reflect our minimum cash obligations for the respective fiscal years, but do not necessarily represent the periods in which they will be expensed in our Consolidated Financial Statements. Included in the amounts above are $5 million in lease commitments for fiscal year 2011, for leases expiring in less than one year as of March 31, 2010.
Total rent expense for all operating leases was $91 million, $98 million and $94 million, for the fiscal years ended March 31, 2010, 2009 and 2008, respectively.
Subsequent to March 31, 2010, we entered into various licensor and development agreements with third parties, which contingently commits us to pay up to $170 million at various dates through fiscal year 2016. No single licensor and development agreement represented greater than one-third of the total $170 million.
Legal Proceedings
We are subject to claims and litigation arising in the ordinary course of business. We do not believe that any liability from any reasonably foreseeable disposition of such claims and litigation, individually or in the aggregate, would have a material adverse effect on our Consolidated Financial Statements.
|
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(12) PREFERRED STOCK
As of March 31, 2010 and 2009, we had 10,000,000 shares of preferred stock authorized but unissued. The rights, preferences, and restrictions of the preferred stock may be designated by our Board of Directors without further action by our stockholders.
|
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(13) STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS
Valuation Assumptions
We are required to estimate the fair value of share-based payment awards on the date of grant. We recognize compensation costs for stock-based payment transactions to employees based on their grant-date fair value on a straight-line approach over the service period for which such awards are expected to vest. The fair value of restricted stock units and restricted stock is determined based on the quoted market price of our common stock on the date of grant. The fair value of stock options and stock purchase rights granted pursuant to our equity incentive plans and our ESPP, respectively, is determined using the Black-Scholes valuation model. The fair value of our stock options is based on the multiple-award valuation method. The determination of fair value is affected by our stock price, as well as assumptions regarding subjective and complex variables such as expected employee exercise behavior and our expected stock price volatility over the expected term of the award. Generally, our assumptions are based on historical information and judgment is required to determine if historical trends may be indicators of future outcomes. The key assumptions for the Black-Scholes valuation calculation are:
| • |
Risk-free interest rate. The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant for the expected term of the option. |
| • |
Expected volatility. We use a combination of historical stock price volatility and implied volatility computed based on the price of options publicly traded on our common stock for our expected volatility assumption. |
| • |
Expected term. The expected term represents the weighted-average period the stock options are expected to remain outstanding. The expected term is determined based on historical exercise behavior, post-vesting termination patterns, options outstanding and future expected exercise behavior. |
| • |
Expected dividends. |
The estimated assumptions used in the Black-Scholes valuation model to value our option grants and ESPP were as follows:
| Stock Option Grants | ESPP | |||||||||||||||||
| Year Ended March 31, | Year Ended March 31, | |||||||||||||||||
| 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||||||||||||
|
Risk-free interest rate |
1.4 - 3.1 | % | 1.0 - 3.8 | % | 1.8 - 5.1 | % | 0.2 - 0.4 | % | 0.5 - 2.1 | % | 1.7 - 4.2 | % | ||||||
|
Expected volatility |
40 - 48 | % | 32 - 53 | % | 31 - 37 | % | 35 - 57 | % | 35 - 75 | % | 32 - 35 | % | ||||||
|
Weighted-average volatility |
45 | % | 42 | % | 33 | % | 39 | % | 66 | % | 34 | % | ||||||
|
Expected term |
4.2 years | 4.3 years | 4.4 years | 6-12 months | 6-12 months | 6-12 months | ||||||||||||
|
Expected dividends |
None | None | None | None | None | None | ||||||||||||
Stock-Based Compensation Expense
Employee stock-based compensation expense recognized during the fiscal years ended March 31, 2010, 2009 and 2008 was calculated based on awards ultimately expected to vest and has been reduced for estimated forfeitures. In subsequent periods, if actual forfeitures differ from those estimates, an adjustment to stock-based compensation expense will be recognized at that time.
The following table summarizes stock-based compensation expense resulting from stock options, restricted stock, restricted stock units and our ESPP included in our Consolidated Statements of Operations (in millions):
| Year Ended March 31, | ||||||||||
| 2010 | 2009 | 2008 | ||||||||
|
Cost of goods sold |
$ | 2 | $ | 2 | $ | 2 | ||||
|
Marketing and sales |
16 | 20 | 19 | |||||||
|
General and administrative |
33 | 47 | 38 | |||||||
|
Research and development |
110 | 134 | 91 | |||||||
|
Restructuring charges |
26 | — | — | |||||||
|
Stock-based compensation expense |
187 | 203 | 150 | |||||||
|
Benefit from income taxes |
— | — | (27 | ) | ||||||
|
Stock-based compensation expense, net of tax |
$ | 187 | $ | 203 | $ | 123 | ||||
As of March 31, 2010, our total unrecognized compensation cost related to stock options was $75 million and is expected to be recognized over a weighted-average service period of 2.4 years. As of March 31, 2010, our total unrecognized compensation cost related to restricted stock, restricted stock units and notes payable in shares of common stock (collectively referred to as “restricted stock rights”) was $311 million (inclusive of approximately $50 million of remaining compensation cost associated with the “Employee Stock Option Exchange Program” discussed below) and is expected to be recognized over a weighted-average service period of 1.8 years. Of the $311 million of unrecognized compensation cost above, $24 million relates to performance-based restricted stock units that we ceased recognizing stock-based compensation expense during fiscal year 2010 because we determined that they were neither probable nor improbable of achievement.
For the fiscal year ended March 31, 2010, we recognized $14 million of tax benefit from the exercise of stock options for which we did not have any deferred tax write-offs; all of which represented excess tax benefit related to stock-based compensation and was reported in financing activities on our Consolidated Statements of Cash Flows. For the fiscal year ended March 31, 2009, we recognized $2 million of tax benefit from the exercise of stock options for which we did not have any deferred tax asset write-offs; all of which represented excess tax benefit related to stock-based compensation and was reported in financing activities. For the fiscal year ended March 31, 2008, we recognized $45 million of tax benefit from the exercise of stock options, net of $6 million of deferred tax asset write-offs; of this amount, $51 million of excess tax benefit related to stock-based compensation was reported in financing activities.
Summary of Plans and Plan Activity
Equity Incentive Plans
Our 2000 Equity Incentive Plan (the “Equity Plan”) allows us to grant options to purchase our common stock and to grant restricted stock, restricted stock units and stock appreciation rights to our employees, officers and directors. Pursuant to the Equity Plan, incentive stock options may be granted to employees and officers and non-qualified options may be granted to employees, officers and directors, at not less than 100 percent of the fair market value on the date of grant.
We also have options outstanding that were granted under (1) the JAMDAT Mobile Inc. Amended and Restated 2000 Stock Incentive Plan and the JAMDAT Mobile Inc. 2004 Equity Incentive Plan (collectively, the “JAMDAT Plans”), which we assumed in connection with our acquisition of JAMDAT, and (2) options and restricted stock units outstanding under the VG Holding Corp. 2005 Stock Incentive Plan (the “VGH 2005 Plan”), which we assumed in connection with our acquisition of VGH.
In connection with our acquisition of VGH, we also established the 2007 Electronic Arts VGH Acquisition Inducement Award Plan (the “VGH Inducement Plan”), which allowed us to grant restricted stock units to service providers, who were employees of VGH or a subsidiary of VGH immediately prior to the consummation of the acquisition and who became employees of EA following the acquisition. The restricted stock units granted under the VGH Inducement Plan vest pursuant to either (1) time-based vesting schedules over a period of up to four years, or (2) the achievement of pre-determined performance-based milestones, and in all cases are subject to earlier vesting in the event we terminate a recipient’s employment without “cause” or the recipient terminates employment for “good reason.” We do not intend to grant any further awards under the VGH Inducement Plan.
In addition, in connection with our acquisition of VGH, in exchange for outstanding stock options and restricted stock, we granted service-based non-interest bearing notes payable solely in shares of our common stock to certain employees of VGH, who became employees of EA following the acquisition. These notes payable vest over a period of four years, subject to earlier vesting in the event we terminate a recipient’s employment without “cause” or the recipient terminates employment for “good reason.”
Options granted under the Equity Plan generally expire ten years from the date of grant and are generally exercisable as to 24 percent of the shares after 12 months, and then ratably over the following 38 months. The material terms of options granted under the JAMDAT and VGH 2005 Plans are similar to our Equity Plan.
Stock Options
The following table summarizes our stock option activity for the fiscal year ended March 31, 2010:
| Options (in thousands) |
Weighted- Average Exercise Price |
Weighted- Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value (in millions) |
||||||||
|
Outstanding as of March 31, 2009 |
34,360 | $ | 42.04 | ||||||||
|
Granted |
4,420 | 20.34 | |||||||||
|
Exchange Program (granted) |
18 | 17.43 | |||||||||
|
Exercised |
(588 | ) | 15.22 | ||||||||
|
Exchange Program (cancelled) |
(16,561 | ) | 49.11 | ||||||||
|
Forfeited, cancelled or expired |
(5,518 | ) | 40.60 | ||||||||
|
Outstanding as of March 31, 2010 |
16,131 | 30.28 | |||||||||
|
Vested and expected to vest |
15,219 | $ | 30.79 | 5.5 | $ | 7 | |||||
|
Exercisable |
9,165 | $ | 36.36 | 3.4 | $ | 2 | |||||
As of March 31, 2010, the weighted-average contractual term for our stock options outstanding was 5.7 years and the aggregate intrinsic value of our stock options outstanding was $8 million. The aggregate intrinsic value represents the total pre-tax intrinsic value based on our closing stock price as of March 31, 2010, which would have been received by the option holders had all option holders exercised their options as of that date. The weighted-average grant-date fair values of stock options granted during fiscal years 2010, 2009 and 2008 were $7.81, $10.28 and $16.85, respectively. The total intrinsic values of options exercised during fiscal years 2010, 2009 and 2008 were $3 million, $46 million and $144 million, respectively. The total estimated fair values (determined as of the grant-date) of options vested during fiscal years 2010, 2009 and 2008 were $26 million, $83 million and $82 million, respectively. We issue new common stock from our authorized shares upon the exercise of stock options.
A total of 18 million shares were available for grant under our Equity Plan as of March 31, 2010.
The following table summarizes outstanding and exercisable options as of March 31, 2010:
| Options Outstanding | Options Exercisable | |||||||||||||||||
|
Range of Exercise Prices |
Number of Shares (in thousands) |
Weighted- Average Remaining Contractual Term (in years) |
Weighted- Average Exercise Price |
Potential Dilution |
Number of Shares (in thousands) |
Weighted- Average Exercise Price |
Potential Dilution |
|||||||||||
|
$0.65-$14.99 |
19 | 1.48 | $ | 9.11 | — | 19 | $ | 9.11 | — | |||||||||
|
15.00-29.99 |
10,553 | 6.28 | 20.70 | 3.2 | % | 4,313 | 23.23 | 1.3 | % | |||||||||
|
30.00-39.99 |
1,243 | 2.38 | 31.55 | 0.4 | % | 1,243 | 31.55 | 0.4 | % | |||||||||
|
40.00-65.93 |
4,316 | 5.27 | 53.45 | 1.3 | % | 3,590 | 53.94 | 1.1 | % | |||||||||
|
$0.65-$65.93 |
16,131 | 5.70 | 30.28 | 4.9 | % | 9,165 | 36.36 | 2.8 | % | |||||||||
Potential dilution is computed by dividing the options in the related range of exercise prices by 330 million shares of common stock, which were issued and outstanding as of March 31, 2010.
At our Annual Meeting of Stockholders, held on July 29, 2009, in addition to approving our Exchange Program discussed below, our stockholders also approved amendments to the Equity Plan to (1) increase the number of shares authorized for issuance under the Equity Plan by 20.8 million shares and (2) amend the Equity Plan so that each share subject to a full value stock award would reduce the number of shares available for issuance by 1.43 shares, instead of the current multiple of 1.82 shares. Our stockholders also approved an amendment to the ESPP to increase the number of shares authorized under the ESPP by 3 million shares.
Restricted Stock Rights
We grant restricted stock rights under our Equity Plan to employees worldwide (except in certain countries where doing so is not feasible due to local legal requirements). Restricted stock units entitle holders to receive shares of common stock at the end of a specified period of time. Upon vesting, the equivalent number of common shares is typically issued net of required tax withholdings, if any. Restricted stock is issued and outstanding upon grant; however, restricted stock award holders are restricted from selling the shares until they vest. Upon granting or vesting of restricted stock, as the case may be, we will typically withhold shares to satisfy tax withholding requirements. Restricted stock rights are subject to forfeiture and transfer restrictions. Vesting for restricted stock rights is based on the holders’ continued employment with us. If the vesting conditions are not met, unvested restricted stock rights will be forfeited. Generally, our restricted stock rights vest according to one of the following vesting schedules:
| • |
100 percent after one year; |
| • |
Three-year vesting with 33.33 percent cliff vesting at the end of each of the first and second years, and 33.34 percent cliff vesting at the end of the third year; |
| • |
Three-year vesting with 25 percent cliff vesting at the end of each of the first and second years, and 50 percent cliff vesting at the end of the third year; |
| • |
Four-year vesting with 25 percent cliff vesting at the end of each year; or |
| • |
26 month vesting with 50 percent cliff vesting at the end of 13 months and 50 percent cliff vesting at the end of 26 months. |
Each restricted stock right granted reduces the number of shares available for grant by 1.43 shares under our Equity Plan. The following table summarizes our restricted stock rights activity, excluding performance-based restricted stock unit activity discussed below, for the fiscal year ended March 31, 2010:
| Restricted Stock Rights (in thousands) |
Weighted- Average Grant Date Fair Value |
|||||
|
Balance as of March 31, 2009 |
7,559 | $ | 42.76 | |||
|
Granted |
5,302 | 18.84 | ||||
|
Exchange Program (granted) |
5,919 | 17.43 | ||||
|
Vested |
(3,064 | ) | 42.16 | |||
|
Forfeited or cancelled |
(1,416 | ) | 33.53 | |||
|
Balance as of March 31, 2010 |
14,300 | 24.45 | ||||
The weighted-average grant-date fair value of restricted stock rights is based on the quoted market price of our common stock on the date of grant. The weighted-average grant-date fair values of restricted stock rights granted during fiscal years 2010, 2009 and 2008 were $18.10, $32.42 and $52.06, respectively. The total grant-date fair values of restricted stock rights that vested during fiscal years 2010, 2009 and 2008 were $129 million, $90 million and $31 million, respectively.
Performance-Based Restricted Stock Units
Our performance-based restricted stock units vest contingent upon the achievement of pre-determined performance-based milestones. If these performance-based milestones are not met, the restricted stock units will not vest, in which case, any compensation expense we have recognized to date will be reversed.
The following table summarizes our performance-based restricted stock unit activity for the fiscal year ended March 31, 2010:
| Performance- Based Restricted Stock Units (in thousands) |
Weighted- Average Grant Date Fair Value |
|||||
|
Balance as of March 31, 2009 |
3,008 | $ | 47.59 | |||
|
Granted |
236 | 20.93 | ||||
|
Vested |
(196 | ) | 27.73 | |||
|
Forfeited or cancelled |
(722 | ) | 39.61 | |||
|
Balance as of March 31, 2010 |
2,326 | 49.04 | ||||
The weighted-average grant-date fair value of performance-based restricted stock units is based on the quoted market price of our common stock on the date of grant. The weighted-average fair values of performance-based restricted stock units granted during fiscal years 2010, 2009 and 2008 were $20.93, $46.05 and $54.51, respectively. The total grant date fair values of performance-based restricted stock units that vested during fiscal years 2010 and 2009 were $5 million and $3 million, respectively. No performance-based restricted stock units vested prior to fiscal year 2009.
ESPP
Pursuant to our ESPP, eligible employees may authorize payroll deductions of between 2 and 10 percent of their compensation to purchase shares at 85 percent of the lower of the market price of our common stock on the date of commencement of the offering or on the last day of each six-month purchase period.
At our Annual Meeting of Stockholders, held on July 29, 2009, our stockholders approved amendments to the ESPP to increase the number of shares authorized under the ESPP by 3 million. As of March 31, 2010, we had 5 million shares of common stock reserved for future issuance under the ESPP.
During fiscal year 2010, we issued approximately 2.2 million shares under the ESPP with exercise prices for purchase rights ranging from $13.86 to $14.08. During fiscal years 2010, 2009 and 2008, the estimated weighted-average fair values of purchase rights were $6.50, $13.04 and $14.57, respectively.
We issue new common stock out of the ESPP’s pool of authorized shares. The fair values above were estimated on the date of grant using the Black-Scholes option-pricing model assumptions.
Employee Stock Option Exchange Program
On October 21, 2009, we launched a voluntary Employee Stock Option Exchange Program (“Exchange Program”) to permit our eligible employees to exchange outstanding eligible options for a lesser number of restricted stock units, shares of restricted stock (in Canada only), or new options (in China only) to be granted under our Equity Plan. The Exchange Program offer period began on October 21, 2009 and ended on November 18, 2009.
The Exchange Program was open to all employees designated for participation by the Compensation Committee of the Board of Directors. However, members of the Board of Directors, the Named Executive Officers identified in our definitive proxy statement filed with the SEC on June 12, 2009 and employees of Denmark, due to restrictions arising under local laws of that country, were not eligible to participate.
Options eligible for the Exchange Program were those options granted prior to October 21, 2008, that had an exercise price per share greater than $28.18, which was the 52-week high trading price of our common stock measured as of the start date of the Exchange Program, as reported on the NASDAQ Global Select Market, and that upon conversion using the exchange ratio applicable for such options resulted in four or more shares of restricted stock units, shares of restricted stock or new options, as the case may be.
Eligible options exchanged under the program were cancelled following the expiration of the offer and either restricted stock units, shares of restricted stock or new options, as the case may be, were granted. For restricted stock units, shares of restricted stock or new options issued in exchange for unvested options, compensation expense will be recorded based on the grant-date fair value of the options tendered over their remaining original vesting period of those options. Restricted stock units, shares of restricted stock and new options issued in connection with the Exchange Program will vest over a period of up to three years.
The Exchange Program resulted in options to purchase approximately 16,561,000 shares of our common stock being exchanged for restricted stock units to acquire approximately 4,996,000 shares, approximately 923,000 shares of restricted stock awards and new options to purchase approximately 18,000 shares.
Due to the structure of the Exchange Program as a “value-for-value” exchange for the eligible options tendered for exchange, and certain assumptions we are required to use regarding the eligible options for accounting purposes, we will recognize an incremental accounting charge of approximately $70 million over the vesting period of the restricted stock units, restricted stock and options issued in the Exchange Program in addition to recognizing any remaining unrecognized expense for the stock options surrendered in the exchange. We recorded approximately $14 million of the incremental charge during the fiscal year ended March 31, 2010.
Deferred Compensation Plan
We have a Deferred Compensation Plan (“DCP”) for the benefit of a select group of management or highly compensated Employees and Directors, which is unfunded and intended to be a plan that is not qualified within the meaning section 401(a) of the Internal Revenue Code. The DCP permits the deferral of the annual base salary and/or Director fees up to a maximum amount. The deferrals are held in a separate trust, which has been established by us to administer the DCP. The trust is a grantor trust and the specific terms of the trust agreement provide that the assets of the trust are available to satisfy the claims of general creditors in the event of our insolvency. The assets held by the trust are classified as trading securities and reflected at their fair value on our Consolidated Balance Sheets. The assets and liabilities of the DCP are presented in other current assets and other liabilities in our Consolidated Balance Sheets, respectively, with changes in the fair market value of the assets and in the deferred compensation liability recognized as compensation expense. The assets were valued at $12 million and $9 million as of March 31, 2010 and 2009, respectively.
401(k) Plan and Registered Retirement Savings Plan
We have a 401(k) plan covering substantially all of our U.S. employees, and a Registered Retirement Savings Plan covering substantially all of our Canadian employees. These plans permit us to make discretionary contributions to employees’ accounts based on our financial performance. We contributed an aggregate of $10 million, $7 million and $13 million to these plans in fiscal years 2010, 2009 and 2008, respectively.
|
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(14) COMPREHENSIVE INCOME
We are required to classify items of other comprehensive income (loss) by their nature in a financial statement and display the accumulated balance of other comprehensive income separately from retained earnings and paid-in capital in the equity section of a balance sheet. Accumulated other comprehensive income primarily includes foreign currency translation adjustments, and the net of tax amounts for unrealized gains (losses) on investments and unrealized gains (losses) on derivative instruments designated as cash flow hedges. Foreign currency translation adjustments are not adjusted for income taxes as they relate to indefinite investments in non-U.S. subsidiaries.
The change in the components of accumulated other comprehensive income, net of related immaterial taxes, is summarized as follows (in millions):
| Foreign Currency Translation Adjustments |
Unrealized Gains (Losses) on Investments, net |
Unrealized Gains (Losses) on Derivative Instruments, net |
Accumulated Other Comprehensive Income |
|||||||||||||
|
Balances as of March 31, 2007 |
$ | 43 | $ | 251 | $ | — | $ | 294 | ||||||||
|
Other comprehensive income (loss) |
42 | 251 | (3 | ) | 290 | |||||||||||
|
Balances as of March 31, 2008 |
85 | 502 | (3 | ) | 584 | |||||||||||
|
Other comprehensive income (loss) |
(88 | ) | (311 | ) | 4 | (395 | ) | |||||||||
|
Balances as of March 31, 2009 |
(3 | ) | 191 | 1 | 189 | |||||||||||
|
Other comprehensive income (loss) |
73 | (33 | ) | (1 | ) | 39 | ||||||||||
|
Balances as of March 31, 2010 |
$ | 70 | $ | 158 | $ | — | $ | 228 | ||||||||
|
|||
(15) INTEREST AND OTHER INCOME, NET
Interest and other income, net, for the years ended March 31, 2010, 2009 and 2008 consisted of (in millions):
| Year Ended March 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Interest income, net |
$ | 10 | $ | 48 | $ | 102 | ||||||
|
Net gain (loss) on foreign currency transactions |
(19 | ) | (49 | ) | 20 | |||||||
|
Net gain (loss) on foreign currency forward contracts |
10 | 34 | (31 | ) | ||||||||
|
Other income, net |
5 | 1 | 7 | |||||||||
|
Interest and other income, net |
$ | 6 | $ | 34 | $ | 98 | ||||||
|
|||
(16) NET LOSS PER SHARE
Basic earnings per share is computed as net loss divided by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur from common shares issuable through stock-based compensation plans including stock options, restricted stock, restricted stock units, common stock through our ESPP, warrants and other convertible securities using the treasury stock method.
As a result of our net loss for the fiscal years ended March 31, 2010, 2009 and 2008, we have excluded certain equity-based instruments from the diluted loss per share calculation as their inclusion would have had an antidilutive effect. Had we reported net income for these periods, an additional 2 million shares, 4 million shares and 7 million shares of common stock would have been included in the number of shares used to calculate diluted earnings per share for the fiscal years ended March 31, 2010, 2009 and 2008, respectively. Options to purchase and restricted stock units and restricted stock to be released in the amount of 32 million shares, 28 million shares and 18 million shares of common stock were excluded from the computation of diluted shares for the fiscal years ended March 31, 2010, 2009 and 2008, respectively, as their inclusion would have had an antidilutive effect. For fiscal years 2010, 2009 and 2008, the weighted-average exercise prices of these shares were $32.89, $44.59 and $53.89 per share, respectively.
|
|||
(17) SEGMENT INFORMATION
Our reporting segments are based upon: our internal organizational structure; the manner in which our operations are managed; the criteria used by our Chief Executive Officer, our Chief Operating Decision Maker (“CODM”), to evaluate segment performance; the availability of separate financial information; and overall materiality considerations.
Our business is currently organized around three operating labels, EA Games, EA SPORTS and EA Play, as well as EA Interactive, which reports into our Publishing Organization. Our CODM regularly receives separate financial information for distinct businesses within the EA Interactive organization, including EA Mobile, Pogo and Playfish. Accordingly, in assessing performance and allocating resources, our CODM reviews the results of our three Labels, as well as the operating segments in EA Interactive, including EA Mobile, Pogo and Playfish. Due to their similar economic characteristics, products, and distribution methods, EA Games, EA SPORTS, and EA Play’s results are aggregated into one Reportable Segment (the “Label segment”) as shown below. The remaining operating segments’ results are not material for separate disclosure and are included in the reconciliation of Label segment profit to consolidated operating loss below. In addition to assessing performance and allocating resources based on our operating segments as described herein, to a lesser degree, our CODM also reviews results based on geographic performance.
The following table summarizes the financial performance of the Label segment and a reconciliation of the Label segment’s profit to our consolidated operating loss for the fiscal years ended March 31, 2010, 2009 and 2008 (in millions):
| Year
Ended March 31, |
||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Label segment: |
||||||||||||
|
Net revenue before revenue deferral |
$ | 3,692 | $ | 3,746 | $ | 3,722 | ||||||
|
Depreciation and amortization |
(53 | ) | (67 | ) | (68 | ) | ||||||
|
Other expenses |
(2,929 | ) | (3,284 | ) | (2,928 | ) | ||||||
|
Label segment profit |
710 | 395 | 726 | |||||||||
|
Reconciliation to consolidated operating loss: |
||||||||||||
|
Other: |
||||||||||||
|
Revenue deferral |
(2,358 | ) | (1,077 | ) | (1,186 | ) | ||||||
|
Recognition of revenue deferral |
1,853 | 1,203 | 831 | |||||||||
|
Other net revenue |
467 | 340 | 298 | |||||||||
|
Depreciation and amortization |
(133 | ) | (121 | ) | (118 | ) | ||||||
|
Other expenses |
(1,225 | ) | (1,567 | ) | (1,038 | ) | ||||||
|
Consolidated operating loss |
$ | (686 | ) | $ | (827 | ) | $ | (487 | ) | |||
|
Label segment profit differs from consolidated operating loss primarily due to the exclusion of (1) certain corporate and other functional costs that are not allocated to the Labels, (2) the deferral of certain net revenue related to online-enabled packaged goods and digital content (see Note 9 of the Notes to Consolidated Financial Statements), and (3) the results of EA Mobile, Pogo, Playfish, and our Switzerland distribution revenue that has not been allocated to the Labels. Our CODM reviews assets on a consolidated basis and not on a segment basis.
Information about our total net revenue by platform for the fiscal years ended March 31, 2010, 2009 and 2008 is presented below (in millions):
|
|
|||||||||||
| Year Ended March 31, | ||||||||||||
| 2010 | 2009 | 2008 | ||||||||||
|
Consoles |
||||||||||||
|
Xbox 360 |
$ | 868 | $ | 1,005 | $ | 855 | ||||||
|
PLAYSTATION 3 |
771 | 776 | 383 | |||||||||
|
Wii |
570 | 583 | 307 | |||||||||
|
PlayStation 2 |
133 | 405 | 680 | |||||||||
|
Xbox |
— | 1 | 20 | |||||||||
|
Nintendo GameCube |
— | — | 6 | |||||||||
|
Total Consoles |
2,342 | 2,770 | 2,251 | |||||||||
|
PC |
687 | 712 | 702 | |||||||||
|
Wireless Platforms |
||||||||||||
|
Nintendo DS |
135 | 222 | 235 | |||||||||
|
Mobile |
212 | 189 | 152 | |||||||||
|
PSP |
125 | 174 | 187 | |||||||||
|
Game Boy Advance |
— | — | 8 | |||||||||
|
Total Wireless |
472 | 585 | 582 | |||||||||
|
Licensing and Other |
153 | 145 | 130 | |||||||||
|
Total Net Revenue |
$ | 3,654 | $ | 4,212 | $ | 3,665 | ||||||
Information about our operations in North America, Europe and Asia as of and for the fiscal years ended March 31, 2010, 2009 and 2008 is presented below (in millions):
| Year Ended March 31, | |||||||||
| 2010 | 2009 | 2008 | |||||||
|
Net revenue from unaffiliated customers |
|||||||||
|
North America |
$ | 2,025 | $ | 2,412 | $ | 1,942 | |||
|
Europe |
1,433 | 1,589 | 1,541 | ||||||
|
Asia |
196 | 211 | 182 | ||||||
|
Total |
$ | 3,654 | $ | 4,212 | $ | 3,665 | |||
| As of March 31, | ||||||
| 2010 | 2009 | |||||
|
Long-lived assets |
||||||
|
North America |
$ | 1,357 | $ | 1,171 | ||
|
Europe |
440 | 169 | ||||
|
Asia |
37 | 42 | ||||
|
Total |
$ | 1,834 | $ | 1,382 | ||
Our North America net revenue was primarily generated in the United States.
Our direct sales to GameStop Corp. represented approximately 16 percent, 14 percent, and 13 percent of total net revenue in fiscal years ended March 31, 2010, 2009, and 2008 respectively. Our direct sales to Wal-Mart Stores, Inc. represented approximately 12 percent, 14 percent, and 12 percent of total net revenue in fiscal years ended March 31, 2010, 2009 and 2008, respectively.
|
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(18) COLLABORATIVE ARRANGEMENTS
On April 1, 2009, we adopted FASB ASC 808, Collaborative Arrangements. FASB ASC 808 defines collaborative arrangements and establishes reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangement and third parties. The adoption of FASB ASC 808 did not have a significant impact on our Consolidated Financial Statements for the fiscal years ended March 31, 2010, 2009 and 2008.
|
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(19) RELATED PERSON TRANSACTION
Prior to becoming Chief Executive Officer of Electronic Arts, John Riccitiello was a co-founder and Managing Partner of Elevation Partners, L.P., and also served as Chief Executive Officer of VGH, which we acquired in January 2008. At the time of the acquisition, Mr. Riccitiello held an indirect financial interest in VGH resulting from his interest in the entity that controlled Elevation Partners, L.P. and his interest in a limited partner of Elevation Partners, L.P. Elevation Partners, L.P. was a significant stockholder of VGH.
|
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(20) CERTAIN ABANDONED ACQUISITION-RELATED COSTS
On March 13, 2008, we commenced an unsolicited $2.1 billion cash tender offer for all of the outstanding shares of Take-Two Interactive Software, Inc. On August 18, 2008, we allowed our tender offer for Take-Two shares to expire and on September 14, 2008, we announced that we had terminated discussions with Take-Two. As a result of the terminated discussions, during the fiscal year ended March 31, 2009, we recognized $21 million in related costs consisting of legal, banking and other consulting fees. These costs are included in our Consolidated Statements of Operations.
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(21) QUARTERLY FINANCIAL AND MARKET INFORMATION (UNAUDITED)
| Quarter Ended | Year Ended |
|||||||||||||||||||
| (In millions, except per share data) | June 30 | Sept. 30 | Dec. 31 | March 31 | ||||||||||||||||
|
Fiscal 2010 Consolidated |
||||||||||||||||||||
|
Net revenue |
$ | 644 | $ | 788 | $ | 1,243 | $ | 979 | $ | 3,654 | ||||||||||
|
Gross profit |
323 | 195 | 589 | 681 | 1,788 | |||||||||||||||
|
Operating income (loss) |
(245 | ) | (417 | ) | (107 | ) | 83 | (686 | ) | |||||||||||
|
Net income (loss) |
(234 | )(a) | (391 | )(b) | (82 | )(c) | 30 | (d) | (677 | ) | ||||||||||
|
Common Stock |
||||||||||||||||||||
|
Net income (loss) per share — Basic and Diluted |
$ | (0.72 | ) | $ | (1.21 | ) | $ | (0.25 | ) | $ | 0.09 | $ | (2.08 | ) | ||||||
|
Common stock price per share |
||||||||||||||||||||
|
High |
$ | 23.76 | $ | 22.14 | $ | 21.05 | $ | 18.99 | $ | 23.76 | ||||||||||
|
Low |
$ | 17.48 | $ | 17.68 | $ | 15.86 | $ | 15.70 | $ | 15.70 | ||||||||||
|
Fiscal 2009 Consolidated |
||||||||||||||||||||
|
Net revenue |
$ | 804 | $ | 894 | $ | 1,654 | $ | 860 | $ | 4,212 | ||||||||||
|
Gross profit |
508 | 337 | 729 | 511 | 2,085 | |||||||||||||||
|
Operating loss |
(97 | ) | (364 | ) | (304 | ) | (62 | ) | (827 | ) | ||||||||||
|
Net loss |
(95 | )(e) | (310 | )(f) | (641 | )(g) | (42 | )(h) | (1,088 | ) | ||||||||||
|
Common Stock |
||||||||||||||||||||
|
Net loss per share — Basic and Diluted |
$ | (0.30 | ) | $ | (0.97 | ) | $ | (2.00 | ) | $ | (0.13 | ) | $ | (3.40 | ) | |||||
|
Common stock price per share |
||||||||||||||||||||
|
High |
$ | 54.81 | $ | 50.17 | $ | 39.56 | $ | 20.60 | $ | 54.81 | ||||||||||
|
Low |
$ | 43.46 | $ | 38.36 | $ | 15.01 | $ | 14.24 | $ | 14.24 | ||||||||||
| (a) |
Net loss includes losses on strategic investments of $16 million and restructuring charges of $14 million, both of which are pre-tax amounts. |
| (b) |
Net loss includes a loss on lease obligation (G&A) of $14 million, losses on strategic investments of $8 million, restructuring charges of $6 million, and a $2 million gain on licensed intellectual property commitment (COGS), all of which are pre-tax amounts. |
| (c) |
Net loss includes restructuring charges of $100 million and losses on strategic investments of $1 million, both of which are pre-tax amounts. |
| (d) |
Net income includes restructuring charges of $20 million, $2 million of acquisition-related contingent consideration expense, a $1 million gain on licensed intellectual property commitment (COGS), and a $1 million loss on strategic investments, all of which are pre-tax amounts. |
| (e) |
Net loss includes restructuring charges of $20 million, losses on strategic investments of $6 million, and acquired in-process technology of $2 million, all of which are pre-tax amounts. |
| (f) |
Net loss includes losses on strategic investments of $34 million, $21 million of certain abandoned acquisition-related costs, and restructuring charges of $3 million, all of which are pre-tax amounts. |
| (g) |
Net loss includes a $368 million goodwill impairment charge, losses on strategic investments of $27 million, restructuring charges of $18 million, and acquired in-process technology of $1 million, all of which are pre-tax amounts. |
| (h) |
Net loss includes restructuring charges of $39 million, a $38 million loss on licensed intellectual property commitment (COGS), and a $5 million gain on strategic investments, all of which are pre-tax amounts. |
Our common stock is traded on the NASDAQ Global Select Market under the symbol “ERTS.” The prices for the common stock in the table above represent the high and low sales prices as reported on the NASDAQ Global Select Market.
|
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ELECTRONIC ARTS INC. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Years Ended March 31, 2010, 2009 and 2008
(In millions)
|
Allowance for Doubtful Accounts, Price Protection and Returns |
Balance at Beginning of Period |
Charged to Revenue, Costs and Expenses |
Charged (Credited) to Other Accounts(a) |
Deductions(b) | Balance at End of Period |
|||||||||||
|
Year Ended March 31, 2010 |
$ | 217 | $ | 515 | $ | — | $ | 515 | $ | 217 | ||||||
|
Year Ended March 31, 2009 |
$ | 238 | $ | 543 | $ | (28 | ) | $ | 536 | $ | 217 | |||||
|
Year Ended March 31, 2008 |
$ | 214 | $ | 328 | $ | 16 | $ | 320 | $ | 238 | ||||||
| (a) |
Primarily the translation effect of using the average exchange rate for expense items and the year-end exchange rate for the balance sheet item (allowance account) and other reclassification adjustments. |
| (b) |
Primarily the utilization of our returns allowance and price protection reserves. |