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(1) DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
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 wireless 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., Madden NFL Football, Harry Potter™ and FIFA Soccer), and some of our games are based on our own wholly-owned intellectual property (e.g., The Sims™, Need for Speed™, Dead Space™ and Pogo™). 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., Madden NFL Football, NCAA® Football and FIFA Soccer), 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).
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 years ending or ended, as the case may be, March 31, 2010 and 2009 contain 53 and 52 weeks, respectively, and ends or ended, as the case may be, on April 3, 2010 and March 28, 2009, respectively. Our results of operations for the three months ended December 31, 2009 and 2008 contain 13 weeks and ended on January 2, 2010 and December 27, 2008, respectively. Our results of operations for the nine months ended December 31, 2009 and 2008 contain 40 and 39 weeks, respectively, and ended on January 2, 2010 and December 27, 2008, respectively. For simplicity of disclosure, all fiscal periods are referred to as ending on a calendar month end.
The Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting only of normal recurring accruals unless otherwise indicated) that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the amounts reported in these Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ materially from those estimates. The results of operations for the current interim periods are not necessarily indicative of results to be expected for the current year or any other period.
Certain reclassifications have been made to the fiscal year 2009 Condensed Consolidated Financial Statements to conform to the fiscal year 2010 presentation.
These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2009, as filed with the United States Securities and Exchange Commission (“SEC”) on May 22, 2009.
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(2) FAIR VALUE MEASUREMENTS
On April 1, 2009, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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. We measure certain financial and nonfinancial assets and liabilities at fair value on a recurring and nonrecurring basis.
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 liabilities are 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, 2009, we did not have any Level 3 financial instruments that were measured and recorded at fair value on a recurring basis.
As of December 31, 2009 and March 31, 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 December 31, 2009 |
(Level 1) | (Level 2) | (Level 3) |
Balance Sheet Classification |
||||||||||
|
Assets |
||||||||||||||
|
Money market funds |
$ | 611 | $ | 611 | $ | — | $ | — |
Cash equivalents |
|||||
|
Available-for-sale securities: |
||||||||||||||
|
Marketable equity securities |
318 | 318 | — | — |
Marketable equity securities |
|||||||||
|
Corporate bonds |
194 | — | 194 | — |
Short-term investments and cash equivalents |
|||||||||
|
U.S. agency securities |
87 | — | 87 | — |
Short-term investments and cash equivalents |
|||||||||
|
U.S. Treasury securities |
71 | 71 | — | — |
Short-term investments |
|||||||||
|
Commercial paper |
3 | — | 3 | — |
Short-term investments and cash equivalents |
|||||||||
|
Asset-backed securities |
1 | — | 1 | — |
Short-term investments |
|||||||||
|
Deferred compensation plan assets (a) |
12 | 12 | — | — |
Other assets |
|||||||||
|
Foreign currency derivatives |
2 | — | 2 | — |
Other current assets |
|||||||||
|
Total assets at fair value |
$ | 1,299 | $ | 1,012 | $ | 287 | $ | — | ||||||
|
Liabilities |
||||||||||||||
|
Contingent consideration (b) |
$ | 64 | $ | — | $ | — | $ | 64 |
Other liabilities |
|||||
|
Total liabilities at fair value |
$ | 64 | $ | — | $ | — | $ | 64 | ||||||
| Fair Value Measurements
Using Significant Unobservable Inputs (Level 3) |
||||||||||||||
| Contingent Consideration |
||||||||||||||
|
Beginning Balance |
$ | — | ||||||||||||
|
Additions |
64 | |||||||||||||
|
Ending Balance |
$ | 64 | ||||||||||||
| As of March 31, 2009 |
(Level 1) | (Level 2) | (Level 3) |
Balance Sheet Classification |
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|
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 |
|||||||||
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Corporate bonds |
133 | — | 133 | — |
Short-term investments and cash equivalents |
|||||||||
|
U.S. agency securities |
118 | — | 118 | — |
Short-term investments and cash equivalents |
|||||||||
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Commercial paper |
118 | — | 118 | — |
Short-term investments and cash equivalents |
|||||||||
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Asset-backed securites |
15 | — | 15 | — |
Short-term investments |
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Deferred compensation plan assets (a) |
9 | 9 | — | — |
Other assets |
|||||||||
|
Foreign currency derivatives |
2 | — | 2 | — |
Other current assets |
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|
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. |
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
During the three and nine months ended December 31, 2009, certain of our nonfinancial assets were measured and recorded at fair value on a nonrecurring basis. During the three and nine months ended December 31, 2009 and the three months ended December 31, 2008, none of our financial assets were measured and recorded at fair value on a nonrecurring basis. During the nine months ended December 31, 2008, certain of our financial assets were measured and recorded at fair value on a nonrecurring basis. The impairment recorded during these periods on a nonrecurring basis was as follows (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 December 31, 2009 |
(Level 1) | (Level 2) | (Level 3) | Total Impairments for the Three Months Ended December 31, 2009 |
Total Impairments for the Nine Months Ended December 31, 2009 |
|||||||||||||
|
Assets |
||||||||||||||||||
|
Property and equipment, net (a) |
$ | 21 | $ | — | $ | 19 | $ | 4 | $ | 2 | $ | 5 | ||||||
|
Acquisition-related intangibles |
— | — | — | — | 7 | 7 | ||||||||||||
|
Abandoned rights to intellectual property |
— | — | — | — | 9 | 10 | ||||||||||||
|
Total impairments for assets held as of December 31, 2009 |
$ | 18 | $ | 22 | ||||||||||||||
|
Impairment on acquisition-related intangibles no longer held |
$ | 1 | $ | 1 | ||||||||||||||
|
Impairment on property and equipment no longer held |
1 | 1 | ||||||||||||||||
|
Total impairments recorded for non-recurring measurements |
$ | 20 | $ | 24 | ||||||||||||||
| Net Carrying Value as of December 31, 2008 |
(Level 1) | (Level 2) | (Level 3) | Total Impairments for
the Three Months Ended December 31, 2008 |
Total Impairments for
the Nine Months Ended December 31, 2008 |
|||||||||||||
|
Assets |
||||||||||||||||||
|
Other investments |
$ | 8 | $ | — | $ | 8 | $ | — | $ | — | $ | 10 | ||||||
|
Total impairments for assets held as of December 31, 2008 |
$ | — | $ | 10 | ||||||||||||||
| (a) |
Our carrying value as of December 31, 2009, 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 nine months ended December 31, 2009 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 Condensed 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 nine months ended December 31, 2008, 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.
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(3) FINANCIAL INSTRUMENTS
On April 1, 2009, we adopted FASB ASC 825, Financial Instruments, which requires disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies. See Note 2 for information on the methods and assumptions used to estimate the fair value of our financial instruments.
Cash, Cash Equivalents and Short-Term Investments
Cash, cash equivalents and short-term investments consisted of the following as of December 31, 2009 and March 31, 2009 (in millions):
| As of December 31, 2009 | 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 |
$ | 499 | $ | — | $ | — | $ | 499 | $ | 490 | $ | — | $ | — | $ | 490 | ||||||||
|
Money market funds |
611 | — | — | 611 | 1,069 | — | — | 1,069 | ||||||||||||||||
|
Commercial paper |
2 | — | — | 2 | 39 | — | — | 39 | ||||||||||||||||
|
U.S. agency securities |
1 | — | — | 1 | 9 | — | — | 9 | ||||||||||||||||
|
Corporate bonds |
1 | — | — | 1 | 2 | — | — | 2 | ||||||||||||||||
|
U.S. Treasury securities |
— | — | — | — | 12 | — | — | 12 | ||||||||||||||||
|
Cash and cash equivalents |
1,114 | — | — | 1,114 | 1,621 | — | — | 1,621 | ||||||||||||||||
|
Short-term investments: |
||||||||||||||||||||||||
|
Corporate bonds |
191 | 2 | — | 193 | 130 | 1 | — | 131 | ||||||||||||||||
|
U.S. agency securities |
86 | — | — | 86 | 108 | 1 | — | 109 | ||||||||||||||||
|
U.S. Treasury securities |
71 | — | — | 71 | 198 | 2 | — | 200 | ||||||||||||||||
|
Commercial paper |
1 | — | — | 1 | 79 | — | — | 79 | ||||||||||||||||
|
Asset-backed securities |
1 | — | — | 1 | 15 | — | — | 15 | ||||||||||||||||
|
Short-term investments |
350 | 2 | — | 352 | 530 | 4 | — | 534 | ||||||||||||||||
|
Cash, cash equivalents and short-term investments |
$ | 1,464 | $ | 2 | $ | — | $ | 1,466 | $ | 2,151 | $ | 4 | $ | — | $ | 2,155 | ||||||||
As of December 31, 2009 and March 31, 2009, we had less than $1 million in each period in gross unrealized losses primarily attributable to our corporate bonds and U.S. Treasury securities. As of December 31, 2009 and March 31, 2009, these gross unrealized losses were primarily in loss positions for less than 12 months.
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 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 and ability to hold the investments for a period of time sufficient to allow for any anticipated recovery in market value, as well as any contractual terms impacting the prepayment or settlement process. Based on our review, we did not consider the investments listed above to be other-than-temporarily impaired as of December 31, 2009 and March 31, 2009.
The following table summarizes the gross realized gains and losses from the sale of short-term investments for the three and nine months ended December 31, 2009 and 2008 (in millions):
| December 31, 2009 | December 31, 2008 | ||||||||||||
| Three months ended |
Nine months ended |
Three months ended |
Nine months ended |
||||||||||
|
Short-term investments |
|||||||||||||
|
Gross realized gains |
$ | 2 | $ | 4 | $ | 1 | $ | 3 | |||||
|
Gross realized losses |
— | — | — | (2 | ) | ||||||||
|
Net realized gains (a) |
$ | 2 | $ | 4 | $ | 1 | $ | 1 | |||||
| (a) |
Realized gains and losses are calculated based on the specific identification method. |
The following table summarizes the amortized cost and fair value of our short-term investments, classified by stated maturity as of December 31, 2009 and March 31, 2009 (in millions):
| As of December 31, 2009 | 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 |
$ | 113 | $ | 113 | $ | 245 | $ | 245 | ||||
|
Due in 1-2 years |
144 | 146 | 156 | 159 | ||||||||
|
Due in 2-3 years |
92 | 92 | 114 | 115 | ||||||||
|
Asset-backed securities |
||||||||||||
|
Weighted average maturity less than 1 year |
1 | 1 | 15 | 15 | ||||||||
|
Short-term investments |
$ | 350 | $ | 352 | $ | 530 | $ | 534 | ||||
Asset-backed securities are separately disclosed as they are not due at a single maturity date.
Foreign Currency Option Contracts
As of December 31, 2009, our foreign currency option contracts had a cost of $1 million, gross unrealized gains of $1 million, and a fair value of $2 million. As of March 31, 2009, our foreign currency option contracts had a cost of $3 million, gross unrealized losses of $1 million and a fair value of $2 million. See Note 4 for information regarding our derivative financial instruments.
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 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 will recognize an impairment charge at that time in our Condensed Consolidated Statements of Operations.
Marketable equity securities consisted of the following as of December 31, 2009 and March 31, 2009 (in millions):
| Cost | Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||
|
As of December 31, 2009 |
$ | 139 | $ | 179 | $ | — | $ | 318 | ||||
|
As of March 31, 2009 |
$ | 175 | $ | 190 | $ | — | $ | 365 | ||||
During the three and nine months ended December 31, 2009, we recognized impairment charges of $1 million and $25 million, respectively, on our investment in The9. During the three and nine months ended December 31, 2008, we recognized impairment charges of $27 million on our investment in The9 and $57 million on our investments in Neowiz and The9, respectively. Due to various factors, including but not limited to the extent and duration during which the market prices had been below cost and our intent to hold certain securities, we concluded the decline in values were other-than-temporary. The impairments for the three and nine months ended December 31, 2009 and 2008 are included in losses on strategic investments on our Condensed Consolidated Statements of Operations.
During the three and nine months ended December 31, 2009, we received proceeds of $6 million and $10 million, respectively, 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 three and nine months ended December 31, 2008.
Other Investments Included in Other Assets
Our other investments 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 on our Condensed Consolidated Balance Sheets until we determine that the fair values of the investments other-than-temporarily fall below their cost basis. We evaluate our investments for impairment quarterly. If we conclude that an investment is other-than-temporarily impaired, we will recognize an impairment charge at that time in our Condensed Consolidated Statements of Operations.
During the three and nine months ended December 31, 2009 and the three months ended December 31, 2008, we did not recognize any impairment charges with respect to these investments. During the nine months ended December 31, 2008, we recognized an impairment charge of $10 million on these investments. 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 values were other-than-temporary. The $10 million impairment for the nine months ended December 31, 2008 is included in losses on strategic investments on our Condensed Consolidated Statements of Operations.
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(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 Condensed 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 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, 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 Condensed Consolidated Statements of Operations. The ineffective portion of gains or losses resulting from changes in fair value, if any, is reported in each period in interest and other income (expense), net, in our Condensed Consolidated Statements of Operations. The effective portion of hedges recognized in accumulated other comprehensive income will be reclassified to our Condensed Consolidated Statements of Operations within 12 months. As of December 31, 2009, we had foreign currency option contracts to purchase approximately $21 million in foreign currency and to sell approximately $37 million of foreign currencies. As of December 31, 2009, these foreign currency option contracts outstanding had a total fair value of $2 million and are included in other current assets. 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, 2009, these foreign currency option contracts outstanding had a total fair value of $2 million and are included in other current assets.
The effect of foreign currency option contracts on our Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2009 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 (expense), net, in our Condensed 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 assets and liabilities, which are also reported in interest and other income (expense), net, in our Condensed Consolidated Statements of Operations. As of December 31, 2009, we had foreign currency forward contracts to purchase and sell approximately $529 million in foreign currencies. Of this amount, $390 million represented contracts to sell foreign currencies in exchange for U.S. dollars, $131 million to purchase foreign currency in exchange for U.S. dollars and $8 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 December 31, 2009 and March 31, 2009.
The effect of foreign currency forward contracts on our Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2009, was as follows (in millions):
|
Three Months Ended December 31, 2009 |
Nine Months Ended December 31, 2009 |
||||||||||
|
Location of Gain |
Amount of Gain Recognized in Income on Derivative |
Location of Loss
Recognized in Income on |
Amount of Loss Recognized in Income on Derivative |
||||||||
|
Foreign currency forward contracts not designated as hedging instruments |
Interest and other income (expense), net | $ | 5 | Interest and other income (expense), net | $ | (7 | ) | ||||
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(5) BUSINESS COMBINATIONS
On April 1, 2009, we adopted FASB ASC 805, Business Combinations, which 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.
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, whose fair value was determined based on 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 fair value of the contingent consideration arrangement at the acquisition date was $64 million. We estimated the fair value of the contingent consideration 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. This fair value is based on significant inputs not observable in the market. As of December 31, 2009, there were no significant changes in the range of outcomes for the contingent consideration.
The preliminary allocation of the purchase price was based upon preliminary valuations for certain assets and will be completed during the fourth quarter of fiscal year 2010. The preliminary allocation of the purchase price may have material adjustments once the valuations have been completed. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of December 31, 2009 (in millions):
|
Current assets |
$ | 32 | ||
|
Deferred income taxes, net |
22 | |||
|
Property and equipment, net |
1 | |||
|
Goodwill |
280 | |||
|
Finite-lived intangibles assets |
45 | |||
|
Contingent consideration |
(64 | ) | ||
|
Other liabilities |
(8 | ) | ||
|
Total purchase price |
$ | 308 | ||
All of the goodwill was assigned to one of our immaterial operating segments. 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 15 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 Condensed 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 |
Weighted-Average Useful Life |
||||
| (in millions) | (in years) | ||||
|
Registered User Base |
$ | 29 | 2 | ||
|
Developed and Core Technology |
10 | 5 | |||
|
Trade Names and Trademarks |
4 | 5 | |||
|
Other Intangibles |
2 | 4 | |||
|
Total Finite-Lived Intangibles |
$ | 45 | 3 | ||
Other Acquisitions
During the nine months ended December 31, 2009, we completed two additional acquisitions that did not have a significant impact on our Condensed Consolidated Financial Statements.
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(6) GOODWILL AND ACQUISITION-RELATED INTANGIBLES, NET
The changes in the carrying amount of goodwill are as follows (in millions):
| As of March 31, 2009 |
Goodwill Acquired |
Effects of Foreign Currency Translation |
As of December 31, 2009 |
|||||||||
|
Label Segment |
$ | 667 | $ | — | $ | 6 | $ | 673 | ||||
|
Other Segments |
140 | 282 | 2 | 424 | ||||||||
|
Total |
$ | 807 | $ | 282 | $ | 8 | $ | 1,097 | ||||
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 the reporting units are estimated using a combination of the market approach, which utilizes comparable companies’ data, and/or the income approach, which utilizes discounted cash flows.
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 three months ended December 31, 2008. 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 acquisition of JAMDAT Mobile Inc. in February 2006. During the three months ended December 31, 2008, we recognized a goodwill impairment charge of $368 million related to our EA Mobile reporting unit. During the three and nine months ended December 31, 2009, there were no indicators of impairment of our goodwill. See Note 15 for information regarding our segment information.
During the three months ended December 31, 2009, we estimated on a preliminary basis, the measurement of goodwill acquired in our acquisition of Playfish. The valuation will be completed in the fourth quarter of fiscal year 2010 and once completed there may be material adjustments to our goodwill amounts.
Acquisition-related intangibles, net, consist of the following (in millions):
| As of December 31, 2009 | 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 |
$ | 253 | $ | (148 | ) | $ | 105 | $ | 249 | $ | (128 | ) | $ | 121 | ||||||
|
Trade Names and Trademarks |
88 | (53 | ) | 35 | 86 | (43 | ) | 43 | ||||||||||||
|
Carrier Contracts and Related |
85 | (54 | ) | 31 | 85 | (51 | ) | 34 | ||||||||||||
|
Registered User Base and Other Intangibles |
77 | (33 | ) | 44 | 51 | (28 | ) | 23 | ||||||||||||
|
Total |
$ | 503 | $ | (288 | ) | $ | 215 | $ | 471 | $ | (250 | ) | $ | 221 | ||||||
Amortization of intangibles for the three and nine months ended December 31, 2009 was $16 million (of which $2 million was recognized as cost of goods sold) and $46 million (of which $8 million was recognized as cost of goods sold), respectively. Amortization of intangibles for the three and nine months ended December 31, 2008 was $19 million (of which $4 million was recognized as cost of goods sold) and $57 million (of which $11 million was recognized as 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 term of the related agreement, typically from two to fourteen years. During the three months ended December 31, 2009 we recognized impairment charges of $8 million on certain acquisition-related intangibles in connection with our fiscal 2010 restructuring plan. There were no impairment charges during the three and nine months ended December 31, 2008. As of December 31, 2009 and March 31, 2009, the weighted-average remaining useful life for finite-lived intangible assets was approximately 5.2 years and 6.0 years, respectively.
As of December 31, 2009, 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, |
|||
|
2010 (remaining three months) |
$ | 17 | |
|
2011 |
66 | ||
|
2012 |
46 | ||
|
2013 |
25 | ||
|
2014 |
17 | ||
|
Thereafter |
44 | ||
|
Total |
$ | 215 | |
|
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(7) RESTRUCTURING CHARGES
Restructuring information as of December 31, 2009 was as follows (in millions):
| Fiscal 2010 Restructuring | Fiscal 2009 Restructuring | Fiscal 2008 Reorganization | Other Restructurings | ||||||||||||||||||||||||||||||||||||||||||||||||
| Workforce | Facilities- related |
Other | Workforce | Facilities- related |
Other | Workforce | Facilities- related |
Other | Workforce | Facilities- related |
Other | Total | |||||||||||||||||||||||||||||||||||||||
|
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 |
63 | 6 | 27 | 1 | 13 | — | — | 3 | 7 | — | — | — | 120 | ||||||||||||||||||||||||||||||||||||||
|
Charges settled in cash |
(15 | ) | — | — | (9 | ) | (8 | ) | — | — | — | (10 | ) | — | — | — | (42 | ) | |||||||||||||||||||||||||||||||||
|
Charges settled in non-cash |
(25 | ) | (1 | ) | (20 | ) | — | (4 | ) | — | — | (3 | ) | — | — | — | — | (53 | ) | ||||||||||||||||||||||||||||||||
|
Accrual reclassification |
— | — | — | — | — | — | — | — | — | — | (7 | ) | — | (7 | ) | ||||||||||||||||||||||||||||||||||||
|
Balances as of December 31, 2009 |
$ | 23 | $ | 5 | $ | 7 | $ | — | $ | 6 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 41 | |||||||||||||||||||||||||
Fiscal 2010 Restructuring
In the quarter ended December 31, 2009, 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 anticipate (1) reducing our workforce by approximately 1,350 employees, (2) consolidating or closing various facilities, (3) eliminating certain titles, and (4) incurring IT and other costs to assist in reorganizing certain activities. We expect the majority of these actions to be completed by March 31, 2010.
Since the inception of the fiscal 2010 restructuring plan through December 31, 2009, we have incurred charges of $96 million, of which (1) $63 million were for employee-related expenses, (2) $27 million related to abandoned rights to intellectual property and intangible asset impairment costs, as well as other costs to assist in the reorganization of our business support functions, and (3) $6 million related to the closure of certain of our facilities. The majority of the $35 million restructuring accrual as of December 31, 2009 related to our fiscal 2010 restructuring is expected to be settled by March 2010. This accrual is included in other accrued expenses presented in Note 9 of the Notes to Condensed Consolidated Financial Statements.
During the remainder of fiscal year 2010, we anticipate incurring between $35 million and $40 million of restructuring charges related to the fiscal 2010 restructuring. Overall, including charges incurred through December 31, 2009, we expect to incur total cash and non-cash charges between $150 million and $155 million by March 31, 2012. These charges will consist primarily of (1) employee-related costs (approximately $70 million), (2) intangible asset impairment, 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 $30 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 December 31, 2009, 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. After December 31, 2009, we anticipate incurring less than $1 million of additional restructuring charges under this plan. The restructuring accrual of $6 million as of December 31, 2009 related to our fiscal 2009 restructuring is expected to be settled by September 2016. This accrual is included in other accrued expenses presented in Note 9 of the Notes to Condensed Consolidated Financial Statements.
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 Publishing business. 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 December 31, 2009, 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 Condensed Consolidated Balance Sheet.
|
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(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 December 31, 2009 and March 31, 2009, approximately $14 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 based on an undiscounted cash flow basis 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 the three and nine months ended December 31, 2009, we recognized impairment charges of $9 million and $10 million, respectively. We recognized the $9 million impairment charge during the three months ended December 31, 2009, in connection with our fiscal 2010 restructuring. This impairment is included in restructuring charges presented in Note 7 of the Notes to Condensed Consolidated Financial Statements. We had no impairment or loss charges during the three months ended December 31, 2008. During the nine months ended December 31, 2008, we recognized an impairment charge of $5 million.
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 December 31, 2009 |
As of March 31, 2009 |
|||||
|
Other current assets |
$ | 64 | $ | 74 | ||
|
Other assets |
41 | 47 | ||||
|
Royalty-related assets |
$ | 105 | $ | 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 December 31, 2009 |
As of March 31, 2009 |
|||||
|
Accrued and other current liabilities |
$ | 213 | $ | 237 | ||
|
Other liabilities |
3 | 29 | ||||
|
Royalty-related liabilities |
$ | 216 | $ | 266 | ||
In addition, as of December 31, 2009, we were committed to pay approximately $1,305 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 Condensed Consolidated Financial Statements.
|
|||
(9) BALANCE SHEET DETAILS
Inventories
Inventories as of December 31, 2009 and March 31, 2009 consisted of (in millions):
| As of December 31, 2009 |
As of March 31, 2009 |
|||||
|
Raw materials and work in process |
$ | 7 | $ | 7 | ||
|
In-transit inventory |
1 | 9 | ||||
|
Finished goods |
136 | 201 | ||||
|
Inventories |
$ | 144 | $ | 217 | ||
Property and Equipment, Net
Property and equipment, net, as of December 31, 2009 and March 31, 2009 consisted of (in millions):
| As of December 31, 2009 |
As of March 31, 2009 |
|||||||
|
Computer equipment and software |
$ | 720 | $ | 663 | ||||
|
Buildings |
342 | 143 | ||||||
|
Leasehold improvements |
103 | 125 | ||||||
|
Office equipment, furniture and fixtures |
73 | 63 | ||||||
|
Land |
64 | 11 | ||||||
|
Warehouse equipment and other |
14 | 14 | ||||||
|
Construction in progress |
10 | 16 | ||||||
| 1,326 | 1,035 | |||||||
|
Less accumulated depreciation |
(776 | ) | (681 | ) | ||||
|
Property and equipment, net |
$ | 550 | $ | 354 | ||||
|
Depreciation expense associated with property and equipment amounted to $30 million and $93 million for the three and nine months ended December 31, 2009, respectively. Depreciation expense associated with property and equipment amounted to $28 million and $89 million for the three and nine months ended December 31, 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 leases, 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 Condensed Consolidated Statements of Operations. Subsequent to our purchase, we classified the facilities on our Condensed Consolidated Balance Sheet as property and equipment, net and recognized depreciation expense for the property acquired on a straight-line basis over the estimated useful lives, excluding the land acquired.
Acquisition-Related Restricted Cash Included in 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 the three months ended December 31, 2009, no distributions were made from the restricted cash amount. As this deposit is restricted in nature, it has been included in other assets on our Condensed Consolidated Balance Sheet as of December 31, 2009. See Note 5 regarding our acquisition of Playfish.
Accrued and Other Current Liabilities
Accrued and other current liabilities as of December 31, 2009 and March 31, 2009 consisted of (in millions):
|
|
|||||||
| As of December 31, 2009 |
As of March 31, 2009 |
|||||||
|
Other accrued expenses |
$ | 333 | $ | 237 | ||||
|
Accrued royalties |
213 | 237 | ||||||
|
Accrued compensation and benefits |
145 | 142 | ||||||
|
Deferred net revenue (other) |
99 | 107 | ||||||
|
Accrued and other current liabilities |
$ | 790 | $ | 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 $895 million as of December 31, 2009 and $261 million as of March 31, 2009. Deferred net revenue (packaged goods and digital content) includes the deferral of (1) the total net revenue from bundle 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) revenue from certain packaged goods sales of massively-multiplayer online role-playing games, and (3) revenue from the sale 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).
|
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(10) INCOME TAXES
We estimate our annual effective tax rate at the end of each quarterly period, and we record the tax effect of certain discrete items, which are unusual or occur infrequently, in the interim period in which they occur, including changes in judgment about deferred tax valuation allowances. In addition, jurisdictions with a projected loss for the year or a year-to-date loss where no tax benefit can be recognized are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter depending on the mix and timing of actual earnings versus annual projections.
We recognize deferred tax assets and liabilities for both the expected impact of differences between the financial statement amount and the tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. We record a valuation allowance against deferred tax assets when it is considered more likely than not that all or a portion of our deferred tax assets will not be realized. In making this determination, we are required to give significant weight to evidence that can be objectively verified. It is generally difficult to conclude that a valuation allowance is not needed when there is significant negative evidence, such as cumulative losses in recent years. Forecasts of future taxable income are considered to be less objective than past results, particularly in light of the economic environment. Therefore, cumulative losses weigh heavily in the overall assessment. Based on the assumptions and requirements noted above, we have recorded a valuation allowance against most of our U.S. deferred tax assets. In addition, we expect to provide a valuation allowance on future U.S. tax benefits until we can sustain a level of profitability or until other significant positive evidence arises that suggest that these benefits are more likely than not to be realized.
The Worker, Homeownership and Business Assistance Act of 2009 (“the Act”) was signed into law on November 6, 2009. The Act provides that taxpayers may elect to increase the carry back period for tax losses incurred in a taxable year beginning or ending in either 2008 or 2009. During the three months ended December 31, 2009, we elected to increase the carry back period for tax losses incurred in fiscal year 2009. This election resulted in a reduction in the valuation allowance on our U.S. deferred tax assets due to an increase in the sources of taxable income from the extended carry back period. As a result, we recorded a tax benefit of approximately $28 million in the three months ended December 31, 2009 for the reduction in the valuation allowance.
In determining the valuation allowance we recorded at June 30, 2009, we did not include as a source of future taxable income the taxable temporary difference related to the accumulated tax depreciation on our headquarters facilities in Redwood City, California. On July 13, 2009, we purchased our Redwood Shores headquarters facilities concurrent with the expiration and extinguishment of the lessor’s financing agreements. These facilities were subject to leases which expired in July 2009, and had 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. Therefore, in the fiscal quarter ended September 30, 2009, we recorded a tax benefit of approximately $31 million, consisting of approximately $6 million related to the loss on our lease obligation and a $25 million reduction in our valuation allowance due to the inclusion of a significant portion of the remaining taxable temporary difference as a source of future taxable income.
On May 27, 2009, the Ninth Circuit Court of Appeals (the “Court”) overturned a 2005 Tax Court decision (“2009 Decision”) in Xilinx Inc. v. Commissioner (“Xilinx”). The Court’s 2009 Decision changed the tax treatment of share-based compensation expenses for the purpose of determining intangible development costs under an entity’s research and development cost sharing arrangement. The Court held that related parties to such an arrangement must share stock option costs, notwithstanding the U.S. Tax Court’s finding that unrelated parties in such an arrangement would not share such costs. The case is subject to further appeal. Nevertheless, as a result of this decision, we recorded additional reserves for unrecognized tax benefits of approximately $59 million during the nine months ended December 31, 2009. These reserves relate primarily to windfall tax benefits recognized for stock-based compensation, and were therefore recorded as reductions in paid-in capital.
A portion of the additional reserves for unrecognized tax benefits recorded as a result of the Xilinx decision were included as a source of taxable income in determining the valuation allowance we recorded at June 30, 2009. As a result, we recorded a tax benefit of approximately $11 million in the three months ended June 30, 2009 for the corresponding reduction in the valuation allowance.
The tax benefit reported for the three and nine months ended December 31, 2009 is based on our projected annual effective tax rate for fiscal year 2010, and also includes certain discrete tax charges recorded during the period. Our effective tax rates for the three and nine months ended December 31, 2009 were a tax benefit of 24.9 percent and 10.0 percent, respectively. The effective tax rates for the three and nine months ended December 31, 2008 are not meaningful due to the discrete tax charge of $244 million to establish the deferred tax valuation allowance. The effective tax rates for the three and nine months ended December 31, 2009 differ from the statutory rate of 35.0 percent primarily due to U.S. losses for which no benefit is recognized, non-U.S. losses with a reduced or zero tax benefit, partially offset by benefits related to the resolution of examinations by taxing authorities and reductions in the valuation allowance on U.S. deferred tax assets. The effective tax rates for the three and nine months ended December 31, 2009 differ from the same periods in fiscal year 2009 primarily due to the discrete tax charge to establish the valuation allowance in fiscal year 2009, tax charges incurred in fiscal year 2009 related to our integration of VG Holding Corp., and tax benefits related to the resolution of tax examinations.
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 recorded 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 recorded 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.
During the three and nine months ended December 31, 2009, we recorded an increase of $8 million and an increase of $18 million in gross unrecognized tax benefits, respectively. This includes a reduction in gross unrecognized tax benefits of approximately $48 million related to the settlements with the IRS for fiscal years 1997 through 1999 during the three months ended September 30, 2009. This settlement and agreement to pay will be partially offset by prior cash deposits of approximately $40 million. The total gross unrecognized tax benefits as of December 31, 2009 is $296 million, of which approximately $31 million would be offset by prior cash deposits to tax authorities for issues pending resolution. 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 December 31, 2009, approximately $92 million of the unrecognized tax benefits would affect our effective tax rate, approximately $125 million would result in adjustments to deferred tax assets with corresponding adjustments to the valuation allowance, and approximately $65 million would increase paid-in capital.
During the three and nine months ended December 31, 2009, we recorded no net increase in tax and a net increase of $1 million, respectively, for accrued interest and penalties related to tax positions taken on our tax returns, including a reduction related to the settlement with the IRS for fiscal years 1997 through 1999. As of December 31, 2009, the combined amount of accrued interest and penalties related to uncertain tax positions was approximately $57 million.
The IRS has completed its examination of our federal income tax returns through fiscal year 2005. As of December 31, 2009, the IRS had proposed, and we had agreed to, certain adjustments to our tax returns. 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 December 31, 2009, 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 under income tax examination in Canada for fiscal years 2004 and 2005, in France for fiscal years 2006 through 2008, and in Germany for fiscal years 2004 through 2007. We remain subject to income tax examination in Canada for fiscal years after 2001, in France for fiscal years after 2005, in Germany for fiscal years after 2003, in the United Kingdom for fiscal years after 2007, 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 $20 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 our income tax provision (benefit) and therefore benefit the resulting effective tax rate. The actual amount could vary significantly depending on the ultimate timing and nature of any settlements.
|
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(11) COMMITMENTS AND CONTINGENCIES
Lease Commitments
As of December 31, 2009, 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.
The following table summarizes our minimum contractual obligations as of December 31, 2009 (in millions):
|
Fiscal Year Ending March 31, |
Leases (a) | ||
|
2010 (remaining three months) |
$ | 13 | |
|
2011 |
45 | ||
|
2012 |
34 | ||
|
2013 |
28 | ||
|
2014 |
20 | ||
|
Thereafter |
38 | ||
|
Total |
$ | 178 | |
| (a) |
Lease commitments have not been reduced by minimum sub-lease rentals for unutilized office space resulting from our reorganization activities of approximately $10 million due in the future under non-cancelable sub-leases. |
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 Condensed Consolidated Financial Statements. Included in the amounts above are $2 million and $3 million in lease commitments for fiscal years 2010 and 2011, respectively, for leases expiring in less than one year as of December 31, 2009.
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 condensed consolidated financial position or results of operations.
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(12) STOCK-BASED COMPENSATION
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 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 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 | |||||||||||
| Three Months Ended December 31, |
Nine Months Ended December 31, |
Nine Months Ended December 31, |
||||||||||
| 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |||||||
|
Risk-free interest rate |
1.4 - 2.7% | 1.0 - 1.8% | 1.4 - 3.0% | 1.0 - 3.8% | 0.2 - 0.4% | 1.9 - 2.1% | ||||||
|
Expected volatility |
41 - 45% | 44 - 52% | 41 - 48% | 32 - 52% | 45 - 57% | 35% | ||||||
|
Weighted-average volatility |
43% | 48% | 45% | 42% | 51% | 35% | ||||||
|
Expected term |
4.4 years | 4.2 years | 4.2 years | 4.3 years | 6-12 months | 6-12 months | ||||||
|
Expected dividends |
None | None | None | None | None | None | ||||||
There were no ESPP shares valued during the three months ended December 31, 2009 and 2008.
Stock-Based Compensation Expense
Employee stock-based compensation expense recognized during the three and nine months ended December 31, 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 Condensed Consolidated Statements of Operations (in millions):
| Three Months Ended December 31, |
Nine Months Ended December 31, |
|||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||
|
Cost of goods sold |
$ | — | $ | — | $ | 1 | $ | 1 | ||||
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Marketing and sales |
4 | 5 | 12 | 15 | ||||||||
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General and administrative |
9 | 11 | 24 | 34 | ||||||||
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Research and development |
29 | 28 | 82 | 97 | ||||||||
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Restructuring charges |
26 | — | 26 | — | ||||||||
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Stock-based compensation expense |
68 | 44 | 145 | 147 | ||||||||
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Provision for income taxes |
— | 21 | — | — | ||||||||
|
Stock-based compensation expense, net of tax |
$ | 68 | $ | 65 | $ | 145 | $ | 147 | ||||
As of December 31, 2009, our total unrecognized compensation cost related to stock options was $87 million and is expected to be recognized over a weighted-average service period of 2.5 years. As of December 31, 2009, 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 $352 million (inclusive of approximately $65 million of additional 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 2.0 years.
Stock Options
The following table summarizes our stock option activity for the nine months ended December 31, 2009:
| Options (in thousands) |
Weighted- Average Exercise Price |
Weighted- Average Remaining Contractual Term (in years) |
Aggregate Intrinsic Value (in millions) |
||||||||
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Outstanding as of March 31, 2009 |
34,360 | $ | 42.04 | ||||||||
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Granted |
4,303 | 20.44 | |||||||||
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Exchange Program (granted) |
18 | 17.43 | |||||||||
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Exercised |
(572 | ) | 15.20 | ||||||||
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Forfeited, cancelled or expired |
(4,394 | ) | 41.97 | ||||||||
|
Exchange Program (cancelled) |
(16,561 | ) | 49.11 | ||||||||
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Outstanding as of December 31, 2009 |
17,154 | 30.68 | 5.9 | $ | 5 | ||||||
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Exercisable as of December 31, 2009 |
9,398 | 36.27 | 3.5 | $ | 1 | ||||||
The aggregate intrinsic value represents the total pre-tax intrinsic value based on our closing stock price as of December 31, 2009, which would have been received by the option holders had all the option holders exercised their options as of that date. The weighted-average grant date fair values of stock options granted during the three and nine months ended December 31, 2009 were $6.86 and $7.85, respectively. The weighted-average grant-date fair values of stock options granted during the three and nine months ended December 31, 2008 were $6.48 and $10.35, respectively. We issue new common stock from our authorized shares upon the exercise of stock options.
Restricted Stock Rights
The following table summarizes our restricted stock rights activity, excluding performance-based restricted stock unit activity discussed below, for the nine months ended December 31, 2009:
| Restricted Stock Rights (in thousands) |
Weighted- Average Grant Date Fair Value |
|||||
|
Balance as of March 31, 2009 |
7,559 | $ | 42.76 | |||
|
Granted |
4,934 | 18.99 | ||||
|
Exchange Program (granted) |
5,919 | 17.43 | ||||
|
Vested |
(1,774 | ) | 44.95 | |||
|
Forfeited or cancelled |
(733 | ) | 36.94 | |||
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Balance as of December 31, 2009 |
15,905 | 25.98 | ||||
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 the three and nine months ended December 31, 2009 were $17.26 and $18.14, respectively. The weighted-average grant date fair values of restricted stock rights granted during the three and nine months ended December 31, 2008 were $17.99 and $33.51, respectively.
Performance-Based Restricted Stock Units
The following table summarizes our performance-based restricted stock unit activity for the nine months ended December 31, 2009:
| 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 |
(97 | ) | 17.73 | |||
|
Forfeited or cancelled |
(393 | ) | 30.99 | |||
|
Balance as of December 31, 2009 |
2,754 | 48.73 | ||||
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. There were no performance-based restricted stock units granted during the three months ended December 31, 2009. The weighted-average grant date fair value of performance-based restricted stock units granted during the nine months ended December 31, 2009 was $20.93. The weighted-average grant date fair values of performance-based restricted stock units granted during the three and nine months ended December 31, 2008 were $15.90 and $46.05, respectively.
ESPP
During the nine months ended December 31, 2009 and 2008, we issued approximately 1.2 million shares and 519 thousand shares, respectively, under the ESPP with exercise prices for purchase rights of $13.86 and $40.20, respectively. The estimated weighted-average fair values of purchase rights during the nine months ended December 31, 2009 and 2008 were $6.25 and $12.20, respectively.
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 2000 Equity Incentive Plan (the “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 that were granted prior to October 21, 2008, that had an exercise price per share that was 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 approximately 4,996,000 shares of restricted stock units, approximately 923,000 shares of restricted stock and approximately 18,000 new options.
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 $5 million of the incremental charge in the three months ended December 31, 2009.
Annual Meeting of Stockholders
At our Annual Meeting of Stockholders, held on July 29, 2009, in addition to approving our Exchange Program discussed above, 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.
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(13) COMPREHENSIVE LOSS
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 components of comprehensive loss, net of related immaterial taxes, for the three and nine months ended December 31, 2009 and 2008 are summarized as follows (in millions):
| Three Months Ended December 31, |
Nine Months Ended December 31, |
|||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
|
Net loss |
$ | (82 | ) | $ | (641 | ) | $ | (707 | ) | $ | (1,046 | ) | ||||
|
Other comprehensive income (loss): |
||||||||||||||||
|
Change in unrealized losses on investments |
(63 | ) | (333 | ) | (34 | ) | (427 | ) | ||||||||
|
Reclassification adjustment for losses (gains) realized on investments |
(1 | ) | 27 | 21 | 57 | |||||||||||
|
Change in unrealized gains (losses) on derivative instruments |
(1 | ) | 11 | (3 | ) | 15 | ||||||||||
|
Reclassification adjustment for losses (gains) on derivative instruments |
2 | (8 | ) | — | (7 | ) | ||||||||||
|
Foreign currency translation adjustments |
4 | (71 | ) | 65 | (88 | ) | ||||||||||
|
Total other comprehensive income (loss) |
(59 | ) | (374 | ) | 49 | (450 | ) | |||||||||
|
Total comprehensive loss |
$ | (141 | ) | $ | (1,015 | ) | $ | (658 | ) | $ | (1,496 | ) | ||||
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(14) NET LOSS PER SHARE
As a result of our net loss for the three and nine months ended December 31, 2009, 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 of common stock would have been included in the number of shares used to calculate diluted earnings per share in each of the three and nine months ended December 31, 2009. Options to purchase and restricted stock units and restricted stock to be released in the amount of 32 million shares and 36 million shares of common stock were excluded from the computation of diluted shares for the three and nine months ended December 31, 2009, respectively, as their inclusion would have had an antidilutive effect. For the three and nine months ended December 31, 2009, the weighted-average exercise prices of these shares were $29.86 and $34.73 per share, respectively.
As a result of our net loss for the three and nine months ended December 31, 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 1 million shares and 6 million shares of common stock would have been included in the number of shares used to calculate diluted earnings per share for the three and nine months ended December 31, 2008, respectively. Options to purchase and restricted stock units to be released in the amount of 38 million shares and 27 million shares of common stock were excluded from the computation of diluted shares for the three and nine months ended December 31, 2008, respectively, as their inclusion would have had an antidilutive effect. For the three and nine months ended December 31, 2008, the weighted-average exercise prices of these shares were $39.28 and $46.28 per share, respectively.
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(15) 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 business. Our CODM regularly receives separate financial information for distinct businesses within the EA Interactive organization, including EA Mobile and Pogo. Accordingly, in assessing performance and allocating resources, our CODM reviews the results of our three Labels, as well as operating segments in EA Interactive, including EA Mobile and Pogo. Due to their similar economic characteristics, products and distribution methods, EA Games, EA SPORTS, EA Play and Pogo’s results are aggregated into one Reportable Segment (the “Label segment”) as shown below. The remaining operating segment’s 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 continues to review 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 three and nine months ended December 31, 2009 and 2008 (in millions):
| Three Months Ended December 31, |
Nine Months Ended December 31, |
|||||||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||||||
|
Label segment: |
||||||||||||||||
|
Net revenue |
$ | 1,247 | $ | 1,640 | $ | 3,062 | $ | 3,228 | ||||||||
|
Depreciation and amortization |
(13 | ) | (17 | ) | (42 | ) | (52 | ) | ||||||||
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Other expenses |
(947 | ) | (1,294 | ) | (2,491 | ) | (2,764 | ) | ||||||||
|
Label segment profit |
287 | 329 | 529 | 412 | ||||||||||||
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Reconciliation to consolidated operating loss: |
||||||||||||||||
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Other: |
||||||||||||||||
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Change in deferred net revenue (packaged goods and digital content) |
(103 | ) | (88 | ) | (634 | ) | (125 | ) | ||||||||
|
Other net revenue |
99 | 102 | 247 | 249 | ||||||||||||
|
Depreciation and amortization |
(33 | ) | (30 | ) | (97 | ) | (94 | ) | ||||||||
|
Other expenses |
(357 | ) | (617 | ) | (814 | ) | (1,207 | ) | ||||||||
|
Consolidated operating loss |
$ | (107 | ) | $ | (304 | ) | $ | (769 | ) | $ | (765 | ) | ||||
Label segment profit differs from the 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 Condensed Consolidated Financial Statements), and (3) the results of EA Mobile 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 three and nine months ended December 31, 2009 and 2008 is presented below (in millions):
| Three Months Ended December 31, |
Nine Months Ended December 31, |
|||||||||||
| 2009 | 2008 | 2009 | 2008 | |||||||||
|
Consoles |
||||||||||||
|
Xbox 360 |
$ | 348 | $ | 448 | $ | 592 | $ | 873 | ||||
|
PLAYSTATION 3 |
236 | 297 | 499 | 579 | ||||||||
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Wii |
196 | 254 | 499 | 457 | ||||||||
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PlayStation 2 |
44 | 179 | 111 | 352 | ||||||||
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Total Consoles |
824 | 1,178 | 1,701 | 2,261 | ||||||||
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Mobile Platforms |
||||||||||||
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Nintendo DS |
63 | 118 | 113 | 183 | ||||||||
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Wireless |
56 | 49 | 157 | 140 | ||||||||
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PSP |
30 | 36 | 88 | 130 | ||||||||
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Total Mobile |
149 | 203 | 358 | 453 | ||||||||
|
PC |
212 | 215 | 509 | 532 | ||||||||
|
Licensing and Other |
58 | 58 | 107 | 106 | ||||||||
|
Total Net Revenue |
$ | 1,243 | $ | 1,654 | $ | 2,675 | $ | 3,352 | ||||
Information about our operations in North America, Europe and Asia for the three and nine months ended December 31, 2009 and 2008 is presented below (in millions):
| North America |
Europe | Asia | Total | |||||||||
|
Three months ended December 31, 2009 |
||||||||||||
|
Net revenue from unaffiliated customers |
$ | 693 | $ | 489 | $ | 61 | $ | 1,243 | ||||
|
Long-lived assets |
1,341 | 480 | 41 | 1,862 | ||||||||
|
Three months ended December 31, 2008 |
||||||||||||
|
Net revenue from unaffiliated customers |
$ | 957 | $ | 623 | $ | 74 | $ | 1,654 | ||||
|
Long-lived assets |
1,192 | 183 | 41 | 1,416 | ||||||||
|
Nine months ended December 31, 2009 |
||||||||||||
|
Net revenue from unaffiliated customers |
$ | 1,515 | $ | 1,015 | $ | 145 | $ | 2,675 | ||||
|
Nine months ended December 31, 2008 |
||||||||||||
|
Net revenue from unaffiliated customers |
$ | 1,941 | $ | 1,253 | $ | 158 | $ | 3,352 | ||||
Our direct sales to GameStop Corp. represented approximately 14 percent and 15 percent of total net revenue for the three and nine months ended December 31, 2009, respectively, and approximately 14 percent of total net revenue for each of the three and nine months ended December 30, 2008. Our direct sales to Wal-Mart Stores, Inc. represented approximately 12 percent and 13 percent of total net revenue for the three and nine months ended December 31, 2009, respectively, and approximately 14 percent and 13 percent of total net revenue for the three and nine months ended December 31, 2008, respectively. Our direct sales to Best Buy Co., Inc. represented approximately 11 percent of total net revenue for the three months ended December 31, 2009.
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(16) 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 Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2009 and 2008.
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(17) 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) estimates. 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 Condensed 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 Condensed Consolidated Financial Statements.
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(18) SUBSEQUENT EVENTS
We have evaluated our Condensed Consolidated Financial Statements for subsequent events through the date the financial statements were issued on February 9, 2010.
On January 13, 2010, the Court issued an order withdrawing its 2009 Decision opinion in Xilinx, which was filed on May 27, 2009. The order was issued without comment from the Court. In its 2009 Decision, the Court initially overturned a 2005 U.S. Tax Court decision in Xilinx. The Court’s 2009 Decision held that related parties in a research and development cost sharing arrangement must share stock option costs, notwithstanding the U.S. Tax Court’s finding that unrelated parties in such an arrangement would not share such costs. As a result of the 2009 Decision, we recorded additional reserves for unrecognized tax benefits of approximately $59 million during the nine months ended December 31, 2009. As of February 9, 2010, it is not clear what further action the Court may take. Although the Court may issue a revised opinion, it is not clear whether such a revised opinion would reach the same outcome. Alternatively, the Court may grant a request for a review by additional members of the Court. The future impact on our Condensed Consolidated Financial Statements is uncertain until the Court takes further action.
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