Edgar Filing: ELECTRONIC ARTS INC.

EA 12.31.2014 - Q3 FY15 10Q DOC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2014


¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File No. 000-17948

ELECTRONIC ARTS INC.

(Exact name of registrant as specified in its charter)



Delaware	94-2838567
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

209 Redwood Shores Parkway Redwood City, California	94065
(Address of principal executive offices)	(Zip Code)

(650) 628-1500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES þ NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer (Do not check if a smaller reporting company)	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO þ

As of January 30, 2015, there were 310,035,894 shares of the Registrant’s Common Stock, par value $0.01 per share, outstanding.

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ELECTRONIC ARTS INC.

FORM 10-Q

FOR THE PERIOD ENDED DECEMBER 31, 2014

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		Page
Part I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of December 31, 2014 and March 31, 2014	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2014 and 2013	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended December 31, 2014 and 2013	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2014 and 2013	6
	Notes to Condensed Consolidated Financial Statements	7
	Report of Independent Registered Public Accounting Firm	32
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	53
Item 4.	Controls and Procedures	55

Part II - OTHER INFORMATION
Item 1.	Legal Proceedings	56
Item 1A.	Risk Factors	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	65
Item 3.	Defaults Upon Senior Securities	65
Item 4.	Mine Safety Disclosures	65
Item 6.	Exhibits	65
Signature		66
Exhibit Index		67

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PART I – FINANCIAL INFORMATION


Item 1.	Condensed Consolidated Financial Statements (Unaudited)

ELECTRONIC ARTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS



(Unaudited) (In millions, except par value data)	December 31, 2014		March 31, 2014 ^(a)
ASSETS
Current assets:
Cash and cash equivalents	$	2,166	$	1,782
Short-term investments	774		583
Receivables, net of allowances of $189 and $186, respectively	488		327
Inventories	39		56
Deferred income taxes, net	57		74
Other current assets	230		316
Total current assets	3,754		3,138
Property and equipment, net	461		510
Goodwill	1,718		1,723
Acquisition-related intangibles, net	127		177
Deferred income taxes, net	6		28
Other assets	101		140
TOTAL ASSETS	$	6,167	$	5,716

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	77	$	119
Accrued and other current liabilities	813		781
Deferred net revenue (online-enabled games)	1,583		1,490
0.75% convertible senior notes due 2016, net	596		—
Total current liabilities	3,069		2,390
0.75% convertible senior notes due 2016, net	—		580
Income tax obligations	88		189
Deferred income taxes, net	85		18
Other liabilities	201		117
Total liabilities	3,443		3,294
Commitments and contingencies (See Note 13)
0.75% convertible senior notes due 2016 (See Note 12)	37		—
Stockholders’ equity:
Preferred stock, $0.01 par value. 10 shares authorized	—		—
Common stock, $0.01 par value. 1,000 shares authorized; 310 and 311 shares issued and outstanding, respectively	3		3
Paid-in capital	2,152		2,353
Retained earnings	509		29
Accumulated other comprehensive income	23		37
Total stockholders’ equity	2,687		2,422
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	6,167	$	5,716

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited).

(a) Derived from audited consolidated financial statements.

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ELECTRONIC ARTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



(Unaudited)	Three Months Ended December 31,						Nine Months Ended December 31,
(In millions, except per share data)	2014			2013			2014			2013
Net revenue:
Product	$	606		$	485		$	1,899		$	1,378
Service and other	520			323			1,431			1,074
Total net revenue	1,126			808			3,330			2,452
Cost of revenue:
Product	300			438			899			909
Service and other	101			79			296			215
Total cost of revenue	401			517			1,195			1,124
Gross profit	725			291			2,135			1,328
Operating expenses:
Research and development	283			275			809			836
Marketing and sales	169			214			482			525
General and administrative	107			91			287			305
Acquisition-related contingent consideration	—			—			(2		)	(37		)
Amortization of intangibles	4			4			11			12
Restructuring and other charges	—			(1		)	—			(2		)
Total operating expenses	563			583			1,587			1,639
Operating income (loss)	162			(292		)	548			(311		)
Interest and other income (expense), net	(6		)	(6		)	(20		)	(19		)
Income (loss) before provision for income taxes	156			(298		)	528			(330		)
Provision for income taxes	14			10			48			29
Net income (loss)	$	142		$	(308	)	$	480		$	(359	)
Net income (loss) per share:
Basic	$	0.46		$	(1.00	)	$	1.54		$	(1.17	)
Diluted	$	0.44		$	(1.00	)	$	1.49		$	(1.17	)
Number of shares used in computation:
Basic	311			309			312			307
Diluted	323			309			322			307

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited).

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ELECTRONIC ARTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)



(Unaudited)	Three Months Ended December 31,						Nine Months Ended December 31,
(In millions)	2014			2013			2014			2013
Net income (loss)	$	142		$	(308	)	$	480		$	(359	)
Other comprehensive income (loss), net of tax:
Change in unrealized net gains and losses on available-for-sale securities	(1		)	—			(1		)	—
Reclassification adjustment for net realized gains on available-for-sale securities	(1		)	—			(1		)	—
Change in unrealized net gains and losses on derivative instruments	1			(4		)	11			(15		)
Reclassification adjustment for net realized losses on derivative instruments	1			3			8			5
Foreign currency translation adjustments	(30		)	(9		)	(31		)	(7		)
Total other comprehensive loss, net of tax	(30		)	(10		)	(14		)	(17		)
Total comprehensive income (loss)	$	112		$	(318	)	$	466		$	(376	)

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited).

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ELECTRONIC ARTS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



(Unaudited)	Nine Months Ended December 31,
(In millions)	2014			2013
OPERATING ACTIVITIES
Net income (loss)	$	480		$	(359	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion	165			170
Stock-based compensation	108			111
Acquisition-related contingent consideration	(2		)	(37		)
Net loss on investments	—			1
Change in assets and liabilities:
Receivables, net	(176		)	(210		)
Inventories	16			(12		)
Other assets	137			17
Accounts payable	(29		)	13
Accrued and other liabilities	68			75
Deferred income taxes, net	9			7
Deferred net revenue (online-enabled games)	93			655
Net cash provided by operating activities	869			431
INVESTING ACTIVITIES
Capital expenditures	(63		)	(81		)
Proceeds from maturities and sales of short-term investments	520			331
Purchase of short-term investments	(717		)	(270		)
Acquisition of subsidiaries, net of cash acquired	—			(5		)
Net cash used in investing activities	(260		)	(25		)
FINANCING ACTIVITIES
Proceeds from issuance of common stock	31			51
Excess tax benefit from stock-based compensation	16			—
Repurchase and retirement of common stock	(242		)	—
Acquisition-related contingent consideration payment	—			(1		)
Net cash provided by (used in) financing activities	(195		)	50
Effect of foreign exchange on cash and cash equivalents	(30		)	(2		)
Increase in cash and cash equivalents	384			454
Beginning cash and cash equivalents	1,782			1,292
Ending cash and cash equivalents	$	2,166		$	1,746
Supplemental cash flow information:
Cash paid (refunded) during the period for income taxes, net	$	(8	)	$	21
Cash paid during the period for interest	$	3		$	3

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited).

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ELECTRONIC ARTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

We develop, market, publish and distribute game software content and services that can be played by consumers on a variety of platforms, including video game consoles (such as PlayStation 3 and 4 from Sony and Xbox 360 and Xbox One from Microsoft), personal computers (“PCs”), mobile phones and tablets. Our ability to deliver games and services across multiple platforms, through multiple distribution channels, and directly to consumers (online and wirelessly) has been, and will continue to be, a cornerstone of our product strategy. We have adopted new business models and alternative revenue streams (such as subscription, micro-transactions, and advertising) in connection with our online and wireless product and service offerings. Some of our games are based on our wholly-owned intellectual property (e.g., Battlefield, Mass Effect, Need for Speed, Dragon Age, The Sims, Bejeweled, and Plants vs. Zombies), and some of our games leverage content that we license from others (e.g., FIFA, Madden NFL and Star Wars). We also publish and distribute games developed by third parties (e.g., Titanfall). Our goal is to turn our intellectual properties into year-round businesses available on a range of platforms. Our products and services may be purchased through physical and online retailers, platform providers such as console manufacturers and mobile carriers via digital downloads, as well as directly through our own distribution platform, including online portals such as Origin.

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, 2015 and 2014 contain 52 weeks each, and ends or ended, as the case may be, on March 28, 2015 and March 29, 2014, respectively. Our results of operations for the three and nine months ended December 31, 2014 and 2013 contained 13 and 39 weeks each and ended on December 27, 2014 and December 28, 2013, 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.

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, 2014, as filed with the United States Securities and Exchange Commission (“SEC”) on May 21, 2014.

Change in Estimated Offering Period

Prior to July 1, 2013, for most sales, we estimated the offering period to be six months and recognized revenue over this period in the month after delivery. During the three months ended September 30, 2013, we completed our fiscal 2014 annual evaluation of the estimated offering period and noted that generally, consumers were playing our games online over a longer period of time. Based on this, we concluded that for physical software sales made after June 30, 2013, the estimated offering period should be increased to nine months, resulting in revenue being recognized over a longer period of time. This change in estimate resulted in an estimated decrease to net revenue and net income of $474 million and a decrease of $1.50 of diluted earnings per share for fiscal year 2014. During the three months ended December 31, 2014, this change in estimate resulted in an estimated increase to net revenue and net income of $180 million and an increase of $0.56 of diluted earnings per share. During the nine months ended December 31, 2014, this change in estimate resulted in an estimated increase to net revenue and net income of $466 million and an increase of $1.45 of diluted earnings per share. The estimated offering period for digitally distributed software games did not change and is six months. We completed our fiscal 2015 annual evaluation during the second quarter and determined that the estimated offering period for physical software sales and digital sales continues to be nine months and six months, respectively.

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Recently Adopted Accounting Standards

On April 1, 2014, we adopted ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Under the new accounting standard, an unrecognized tax benefit is required to be presented as a reduction to a deferred tax asset if the disallowance of the uncertain tax position would reduce an available tax loss or tax credit carryforward instead of resulting in a cash tax liability. The ASU applies prospectively to all unrecognized tax benefits that exist as of the adoption date. As a result of the adoption, we reduced: (a) noncurrent income tax obligations by $96 million; (b) current deferred income tax assets by $18 million; and (c) noncurrent deferred income tax assets by $11 million. We increased noncurrent deferred income tax liabilities by $67 million. As the new accounting standard only impacted presentation, it did not have an impact on the Company’s net financial position, results of operations, or cash flows.

Impact of Recently Issued Accounting Standards

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for annual reporting periods beginning after December 15, 2016. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its Condensed Consolidated Financial Statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. We expect to adopt this new standard in the first quarter of fiscal year 2018.

(2) FAIR VALUE MEASUREMENTS

There are various valuation techniques used to estimate fair value, the primary one being the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the asset or liability. We measure certain financial and nonfinancial assets and liabilities at fair value on a recurring and nonrecurring basis.

Fair Value Hierarchy

The three levels of inputs that may be used to measure fair value are as follows:


•	Level 1. Quoted prices in active markets for identical assets or liabilities.

•

Level 2. Observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities.


•	Level 3. Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of December 31, 2014 and March 31, 2014, our assets and liabilities that were 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, 2014		(Level 1)		(Level 2)		(Level 3)		Balance Sheet Classification
Assets
Bank and time deposits	$	98	$	98	$	—	$	—	Cash equivalents
Money market funds	2		2		—		—		Cash equivalents
Available-for-sale securities:
Corporate bonds	398		—		398		—		Short-term investments
U.S. Treasury securities	170		170		—		—		Short-term investments and cash equivalents
U.S. agency securities	126		—		126		—		Short-term investments
Commercial paper	108		—		108		—		Short-term investments and cash equivalents
Foreign currency derivatives	15		—		15		—		Other current assets
Deferred compensation plan assets ^(a)	10		10		—		—		Other assets
Total assets at fair value	$	927	$	280	$	647	$	—
Liabilities
Contingent consideration ^(b)	$	—	$	—	$	—	$	—	Accrued and other current liabilities
Foreign currency derivatives	9		—		9		—		Accrued and other current liabilities
Deferred compensation plan liabilities	10		10		—		—		Other liabilities
Total liabilities at fair value	$	19	$	10	$	9	$	—



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
		Contingent Consideration
Balance as of March 31, 2014		$	4
Change in fair value ^(c)		(2		)
Payments ^(d)		(2		)
Balance as of December 31, 2014 ^(b)		$	—

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			Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets for Identical Financial Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs
	As of March 31, 2014		(Level 1)		(Level 2)		(Level 3)		Balance Sheet Classification
Assets
Money market funds	$	588	$	588	$	—	$	—	Cash equivalents
Available-for-sale securities:
Corporate bonds	279		—		279		—		Short-term investments
Commercial paper	146		—		146		—		Short-term investments and cash equivalents
U.S. Treasury securities	118		118		—		—		Short-term investments and cash equivalents
U.S. agency securities	89		—		89		—		Short-term investments and cash equivalents
Deferred compensation plan assets ^(a)	9		9		—		—		Other assets
Total assets at fair value	$	1,229	$	715	$	514	$	—
Liabilities
Contingent consideration ^(b)	$	4	$	—	$	—	$	4	Accrued and other current liabilities and other liabilities
Foreign currency derivatives	6		—		6		—		Accrued and other current liabilities
Deferred compensation plan liabilities	9		9		—		—		Other liabilities
Total liabilities at fair value	$	19	$	9	$	6	$	4



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
		Contingent Consideration
Balance as of March 31, 2013		$	43
Change in fair value ^(c)		(35		)
Payment ^(d)		(4		)
Balance as of March 31, 2014 ^(b)		$	4


(a)	The Deferred Compensation Plan assets consist of various mutual funds. See Note 15 in our Annual Report on Form 10-K for the fiscal year ended March 31, 2014, for additional information regarding our Deferred Compensation Plan.

(b)

The immaterial contingent consideration as of December 31, 2014 represents the estimated fair value of the additional variable cash consideration payable in connection with our acquisition of KlickNation Corporation (“KlickNation”) that is contingent upon the achievement of certain performance milestones. The $4 million contingent consideration as of March 31, 2014 represents the estimated fair value of the additional variable cash consideration payable in connection with our acquisitions of KlickNation and Chillingo Limited (“Chillingo”) that are contingent upon the achievement of certain performance milestones. We estimated the fair value of the acquisition-related contingent consideration payable using probability-weighted discounted cash flow models, and applied a discount rate that appropriately captures the risk associated with the obligation. The weighted average of the discount rates used during the nine months ended December 31, 2014 was 17 percent. The weighted average of the discount rates used during the fiscal year 2014 was 18 percent. The significant unobservable input used in the fair value measurement of the contingent consideration payable are forecasted earnings. Significant changes in forecasted earnings would result in a significantly higher or lower fair value measurement. At December 31, 2014 and March 31, 2014, the fair market value of acquisition-related contingent consideration was immaterial and $4 million, respectively, compared to a maximum potential payout of $3 million and $10 million, respectively.

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(c)	The change in fair value is reported as acquisition-related contingent consideration in our Condensed Consolidated Statements of Operations.


(d)	During the nine months ended December 31, 2014, we made payments totaling $2 million to settle certain performance milestones achieved in connection with one of our acquisitions. During fiscal year 2014, we made payments of $4 million to settle certain performance milestones achieved in connection with two of our acquisitions.

(3) FINANCIAL INSTRUMENTS

Cash and Cash Equivalents

As of December 31, 2014 and March 31, 2014, our cash and cash equivalents were $2,166 million and $1,782 million, respectively. Cash equivalents were valued at their carrying amounts as they approximate fair value due to the short maturities of these financial instruments.

Short-Term Investments

Short-term investments consisted of the following as of December 31, 2014 and March 31, 2014 (in millions):



	As of December 31, 2014									As of March 31, 2014
	Cost or Amortized Cost		Gross Unrealized					Fair Value		Cost or Amortized Cost		Gross Unrealized				Fair Value
	Cost or Amortized Cost		Gains		Losses			Fair Value		Cost or Amortized Cost		Gains		Losses		Fair Value
Corporate bonds	$	399	$	—	$	(1	)	$	398	$	279	$	—	$	—	$	279
U.S. Treasury securities	168		—		—			168		114		—		—		114
U.S. agency securities	126		—		—			126		80		—		—		80
Commercial paper	82		—		—			82		110		—		—		110
Short-term investments	$	775	$	—	$	(1	)	$	774	$	583	$	—	$	—	$	583

We evaluate our investments for impairment quarterly. Factors considered in the review of investments with an unrealized loss include the credit quality of the issuer, the duration that the fair value has been less than the adjusted cost basis, the severity of the impairment, the reason for the decline in value and potential recovery period, the financial condition and near-term prospects of the investees, our intent to sell and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value, and any contractual terms impacting the prepayment or settlement process. Based on our review, we did not consider these investments to be other-than-temporarily impaired as of December 31, 2014 and March 31, 2014.

The following table summarizes the amortized cost and fair value of our short-term investments, classified by stated maturity as of December 31, 2014 and March 31, 2014 (in millions):



	As of December 31, 2014				As of March 31, 2014
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Short-term investments
Due in 1 year or less	$	363	$	363	$	318	$	318
Due in 1-2 years	208		208		156		156
Due in 2-3 years	201		200		104		104
Due in 3-4 years	3		3		5		5
Short-term investments	$	775	$	774	$	583	$	583

(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, on 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 instrument 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 forward contracts, generally with maturities of

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15 months or less, to reduce the volatility of cash flows primarily related to forecasted revenue and expenses denominated in certain foreign currencies. Our cash flow risks are primarily related to fluctuations in the Euro, British pound sterling, Canadian dollar, and Swedish krona. In addition, we utilize foreign currency forward contracts to mitigate foreign exchange rate risk associated with foreign-currency-denominated monetary assets and liabilities, primarily intercompany receivables and payables. The foreign currency forward contracts not designated as hedging instruments generally have a contractual term of approximately 3 months or less and are transacted near month-end. We do not use foreign currency forward contracts for speculative or trading purposes.

Cash Flow Hedging Activities

Certain of our forward contracts are designated and qualify as cash flow hedges. The effectiveness of the cash flow hedge contracts, including time value, is assessed monthly using regression analysis, as well as other timing and probability criteria. To qualify for hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedges and must be highly effective in offsetting changes to future cash flows on hedged transactions. The derivative assets or liabilities associated with our hedging activities are recorded at fair value in other current assets or accrued and other liabilities on our Condensed Consolidated Balance Sheets. The effective portion of gains or losses resulting from changes in the 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 the 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. In the event that the gains or losses in accumulated other comprehensive income are deemed to be ineffective, the ineffective portion of gains or losses resulting from changes in fair value, if any, is reclassified to interest and other income (expense), net, in our Condensed Consolidated Statements of Operations. In the event that the underlying forecasted transactions do not occur, or it becomes remote that they will occur, within the defined hedge period, the gains or losses on the related cash flow hedges are reclassified from accumulated other comprehensive income to interest and other income (expense), net, in our Condensed Consolidated Statements of Operations.

Total gross notional amounts and fair values for currency derivatives with cash flow hedge accounting designation are as follows:



	As of December 31, 2014						As of March 31, 2014
	Notional Amount		Fair Value				Notional Amount		Fair Value
	Notional Amount		Asset		Liability		Notional Amount		Asset		Liability
Forward contracts to purchase	$	132	$	—	$	9	$	179	$	—	$	3
Forward contracts to sell	$	164	$	11	$	—	$	363	$	—	$	2

The net impact of the effective portion of gains and losses from our cash flow hedging activities in our Condensed Consolidated Statements of Operations for three months ended December 31, 2014 and 2013 was immaterial.

The net impact of the effective portion of gains and losses from our cash flow hedging activities in our Condensed Consolidated Statements of Operations was a loss of $8 million for the nine months ended December 31, 2014 and a loss of $5 million for the nine months ended December 31, 2013.

During the three and nine months ended December 31, 2014, we reclassified an immaterial amount of the ineffective portion of gains or losses resulting from changes in fair value into interest and other income (expense), net.

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Balance Sheet Hedging Activities

Our foreign currency forward contracts that are not designated as hedging instruments are accounted for as derivatives whereby the fair value of the contracts are reported as other current assets or accrued and other current liabilities on our Condensed Consolidated Balance Sheets, and gains and losses resulting from changes in the fair value 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 in the underlying foreign-currency-denominated monetary assets and liabilities, which are also reported in interest and other income (expense), net, in our Condensed Consolidated Statements of Operations. The fair value of our foreign currency forward contracts was measured using Level 2 inputs. Total gross notional amounts and fair values for currency derivatives that are not designated as hedging instruments are accounted for as follows:



	As of December 31, 2014						As of March 31, 2014
	Notional Amount		Fair Value				Notional Amount		Fair Value
	Notional Amount		Asset		Liability		Notional Amount		Asset		Liability
Forward contracts to purchase	$	58	$	—	$	—	$	140	$	—	$	1
Forward contracts to sell	$	361	$	4	$	—	$	232	$	—	$	—

The effect of foreign currency forward contracts not designated as hedging instruments in our Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2014 and 2013, was as follows (in millions):



	Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
		Three Months Ended December 31,				Nine Months Ended December 31,
		2014		2013		2014		2013
Foreign currency forward contracts not designated as hedging instruments	Interest and other income (expense), net	$	19	$	1	$	38	$	(4	)

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(5) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive income (loss) by component, net of tax, for the three months ended December 31, 2014 and 2013 are as follows (in millions):



	Unrealized Gains (Losses) on Available-for-Sale Securities			Unrealized Gains (Losses) on Derivative Instruments		Foreign Currency Translation Adjustments			Total
Balances as of September 30, 2014	$	(4	)	$	7	$	50		$	53
Other comprehensive income (loss) before reclassifications	(1		)	1		(30		)	(30		)
Amounts reclassified from accumulated other comprehensive income	(1		)	1		—			—
Net current-period other comprehensive income (loss)	(2		)	2		(30		)	(30		)
Balance as of December 31, 2014	$	(6	)	$	9	$	20		$	23



	Unrealized Gains (Losses) on Available-for-Sale Securities			Unrealized Gains (Losses) on Derivative Instruments			Foreign Currency Translation Adjustments			Total
Balances as of September 30, 2013	$	(4	)	$	(9	)	$	75		$	62
Other comprehensive loss before reclassifications	—			(4		)	(9		)	(13		)
Amounts reclassified from accumulated other comprehensive income	—			3			—			3
Net current-period other comprehensive loss	—			(1		)	(9		)	(10		)
Balance as of December 31, 2013	$	(4	)	$	(10	)	$	66		$	52

The changes in accumulated other comprehensive income (loss) by component, net of tax, for the nine months ended December 31, 2014 and 2013 are as follows (in millions):



	Unrealized Gains (Losses) on Available-for-Sale Securities			Unrealized Gains (Losses) on Derivative Instruments			Foreign Currency Translation Adjustments			Total
Balances as of March 31, 2014	$	(4	)	$	(10	)	$	51		$	37
Other comprehensive income (loss) before reclassifications	(1		)	11			(31		)	(21		)
Amounts reclassified from accumulated other comprehensive income	(1		)	8			—			7
Net current-period other comprehensive income (loss)	(2		)	19			(31		)	(14		)
Balances as of December 31, 2014	$	(6	)	$	9		$	20		$	23



	Unrealized Gains (Losses) on Available-for-Sale Securities			Unrealized Gains (Losses) on Derivative Instruments			Foreign Currency Translation Adjustments			Total
Balances as of March 31, 2013	$	(4	)	$	—		$	73		$	69
Other comprehensive loss before reclassifications	—			(15		)	(7		)	(22		)
Amounts reclassified from accumulated other comprehensive income	—			5			—			5
Net current-period other comprehensive loss	—			(10		)	(7		)	(17		)
Balances as of December 31, 2013	$	(4	)	$	(10	)	$	66		$	52

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The effects on net income of amounts reclassified from accumulated other comprehensive income (loss) for the three and nine months ended December 31, 2014 were as follows (in millions):



	Amount Reclassified From Accumulated Other Comprehensive Income (loss)
Statement of Operations Classification	Three Months Ended December 31, 2014			Nine Months Ended December 30, 2014
Gains and losses on available-for-sale securities
Interest and other income (expense), net	(1		)	(1		)
Net of tax	$	(1	)	$	(1	)

Gains and losses on cash flow hedges from forward contracts
Net revenue	$	(2	)	$	3
Research and development	3			5
Net of tax	$	1		$	8

Total amount reclassified, net of tax	$	—		$	7

The effects on net income of amounts reclassified from accumulated other comprehensive income (loss) for the three and nine months ended December 31, 2013 were as follows (in millions):



	Amount Reclassified From Accumulated Other Comprehensive Income (loss)
Statement of Operations Classification	Three Months Ended December 31, 2013		Nine Months Ended December 30, 2013
Gains and losses on cash flow hedges from forward contracts
Net revenue	2		4
Research and development	1		1
Total amount reclassified, net of tax	$	3	$	5

(6) BUSINESS COMBINATIONS

During the nine months ended December 31, 2014, there were no acquisitions. During the nine months ended December 31, 2013, we completed one acquisition that did not have a significant impact on our Condensed Consolidated Financial Statements.

(7) GOODWILL AND ACQUISITION-RELATED INTANGIBLES, NET

The changes in the carrying amount of goodwill for the nine months ended December 31, 2014 are as follows (in millions):



	As of March 31, 2014			Activity		Effects of Foreign Currency Translation			As of December 31, 2014
Goodwill	$	2,091		$	—	$	(5	)	$	2,086
Accumulated impairment	(368		)	—		—			(368		)
Total	$	1,723		$	—	$	(5	)	$	1,718

Goodwill represents the excess of the purchase price over the fair value of the underlying acquired net tangible and intangible assets. Goodwill is not amortized, but rather subject to at least an annual assessment for impairment by applying a fair value-based test.

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Acquisition-related intangibles consisted of the following (in millions):



	As of December 31, 2014							As of March 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Acquisition- Related Intangibles, Net		Gross Carrying Amount		Accumulated Amortization			Acquisition- Related Intangibles, Net
Developed and core technology	$	531	$	(426	)	$	105	$	531	$	(385	)	$	146
Trade names and trademarks	130		(110		)	20		130		(105		)	25
Registered user base and other intangibles	87		(87		)	—		87		(87		)	—
Carrier contracts and related	85		(83		)	2		85		(79		)	6
Total	$	833	$	(706	)	$	127	$	833	$	(656	)	$	177

Amortization of intangibles for the three and nine months ended December 31, 2014 and 2013 are classified in the Condensed Consolidated Statement of Operations as follows (in millions):



	Three Months Ended December 31,				Nine Months Ended December 31,
	2014		2013		2014		2013
Cost of service and other	$	8	$	6	27		18
Cost of product	4		10		11		27
Operating expenses	4		4		11		12
Total	$	16	$	20	$	49	$	57

Acquisition-related intangible assets are amortized using the straight-line method over the lesser of their estimated useful lives or the agreement terms, typically from 2 to 14 years. As of December 31, 2014 and March 31, 2014, the weighted-average remaining useful life for acquisition-related intangible assets was approximately 2.9 years and 3.4 years, respectively.

As of December 31, 2014, future amortization of acquisition-related intangibles that will be recorded in the Condensed Consolidated Statement of Operations is estimated as follows (in millions):



Fiscal Year Ending March 31,
2015 (remaining three months)	$	16
2016	53
2017	32
2018	12
2019	8
2020	6
Thereafter	—
Total	$	127

(8) RESTRUCTURING AND OTHER CHARGES

Restructuring and other restructuring plan-related information as of December 31, 2014 was as follows (in millions):



	Fiscal 2011 Restructuring			Other Restructurings and Reorganization
	Other			Facilities- related			Other			Total
Balances as of March 31, 2013	$	57		$	4		$	1		$	62
Charges to operations	(2		)	1			—			(1		)
Charges settled in cash	(8		)	(3		)	—			(11		)
Balances as of March 31, 2014	47			2			1			50
Charges to operations	—			—			—			—
Charges settled in cash	(22		)	—			(1		)	(23		)
Balances as of December 31, 2014	$	25		$	2		$	—		$	27

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Fiscal 2011 Restructuring

In fiscal year 2011, we announced a plan focused on the restructuring of certain licensing and developer agreements in an effort to improve the long-term profitability of our packaged goods business. Under this plan, we amended certain licensing and developer agreements. To a much lesser extent, as part of this restructuring we had workforce reductions and facilities closures through March 31, 2011. Substantially all of these exit activities were completed by March 31, 2011.

Since the inception of the fiscal 2011 restructuring plan through December 31, 2014, we have incurred charges of $172 million, consisting of (1) $129 million related to the amendment of certain licensing agreements and other intangible asset impairment costs, (2) $31 million related to the amendment of certain developer agreements, and (3) $12 million in employee-related expenses. The $25 million restructuring accrual as of December 31, 2014 is expected to be settled by December 2015. We do not expect to incur any additional restructuring charges under this plan.

Other Restructurings and Reorganization

We also engaged in various other restructurings and a reorganization based on management decisions made in fiscal years 2013 and 2009. We do not expect to incur any additional restructuring charges under these plans. The $2 million restructuring accrual as of December 31, 2014 related to our other restructuring plans is expected to be settled by April 2020.

(9) 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 revenue at the greater of the contractual rate or an effective royalty rate based on the total projected net revenue for contracts with guaranteed minimums. Prepayments made to thinly capitalized independent software developers and co-publishing affiliates are generally made 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 revenue.

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 payments are contractually due within the next 12 months.

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 generally charged to research and development expense. Impairments or losses determined post-launch are charged to cost of revenue. We evaluate long-lived royalty-based assets for impairment generally using undiscounted cash flows when impairment indicators exist. Unrecognized minimum royalty-based commitments are accounted for as executory contracts, and therefore, any losses on these commitments are recognized when the underlying intellectual property is abandoned (i.e., cease use) or the contractual rights to use the intellectual property are terminated.

During the three months ended December 31, 2014, we did not recognize any losses or impairment charges on royalty-based commitments. During the nine months ended December 31, 2014, we recognized a loss of $122 million on a previously unrecognized licensed intellectual property commitment. The $122 million loss relates to the termination of certain rights we previously had to use a licensor’s intellectual property. In addition, because the loss will be paid in installments through March 2022, our accrued loss was computed using the effective interest method. We currently estimate recognizing in future periods through March 2022, approximately $31 million for the accretion of interest expense related to this obligation. This interest expense will be included in cost of revenue in our Condensed Consolidated Statement of Operations. During the three months ended December 31, 2013, we did not recognize any losses or impairment charges on previously unrecognized royalty-based

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commitments. During the nine months ended December 31, 2013, we recognized total losses of $27 million, inclusive of impairment charges of $17 million on royalty-based assets recognized during the three months ended June 30, 2013.

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, 2014		As of March 31, 2014
Other current assets	$	53	$	97
Other assets	16		58
Royalty-related assets	$	69	$	155

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 classify any recognized unpaid royalty amounts due 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, 2014		As of March 31, 2014
Accrued royalties	$	162	$	73
Other accrued expenses	—		7
Other liabilities	143		53
Royalty-related liabilities	$	305	$	133

In addition, as of December 31, 2014, we were committed to pay approximately $973 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. See Note 13 for further information on our developer and licensor commitments.

(10) BALANCE SHEET DETAILS

Inventories

Inventories as of December 31, 2014 and March 31, 2014 consisted of (in millions):



	As of December 31, 2014		As of March 31, 2014
Finished goods	$	38	$	55
Raw materials and work in process	1		1
Inventories	$	39	$	56

Property and Equipment, Net

Property and equipment, net, as of December 31, 2014 and March 31, 2014 consisted of (in millions):



	As of December 31, 2014			As of March 31, 2014
Computer, equipment and software	$	699		$	718
Buildings	321			327
Leasehold improvements	127			129
Office equipment, furniture and fixtures	64			67
Land	62			63
Warehouse, equipment and other	9			10
Construction in progress	7			5
	1,289			1,319
Less: accumulated depreciation	(828		)	(809		)
Property and equipment, net	$	461		$	510

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During the three and nine months ended December 31, 2014, depreciation expense associated with property and equipment was $32 million and $96 million, respectively. During the three and nine months ended December 31, 2013, depreciation expense associated with property and equipment was $33 million and $95 million, respectively.

Accrued and Other Current Liabilities

Accrued and other current liabilities as of December 31, 2014 and March 31, 2014 consisted of (in millions):



	As of December 31, 2014		As of March 31, 2014
Other accrued expenses	$	304	$	328
Accrued compensation and benefits	226		259
Accrued royalties	162		73
Deferred net revenue (other)	121		121
Accrued and other current liabilities	$	813	$	781

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 (Online-Enabled Games)

Deferred net revenue (online-enabled games) was $1,583 million and $1,490 million as of December 31, 2014 and March 31, 2014, respectively. Deferred net revenue (online-enabled games) generally includes the unrecognized revenue from bundled sales of online-enabled games for which we do not have vendor-specific objective evidence of fair value (“VSOE”) for the obligation to provide unspecified updates. We recognize revenue from the sale of online-enabled games for which we do not have VSOE for the unspecified updates on a straight-line basis, generally over an estimated nine-month period beginning in the month after shipment for physical games sold through retail and an estimated six-month period for digitally-distributed games. However, we expense the cost of revenue related to these transactions during the period in which the product is delivered (rather than on a deferred basis).

(11) 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, jurisdictions with a year-to-date loss where no tax benefit can be recognized, and jurisdictions where we are unable to estimate an annual effective tax rate 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 previous years’ 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 in the U.S. or until other significant positive evidence arises that suggest that these benefits are more likely than not to be realized.

The provision for income taxes reported for the three and nine months ended December 31, 2014 is based on our projected annual effective tax rate for fiscal year 2015, and also includes certain discrete items recorded during the period. Our effective tax rate for the three and nine months ended December 31, 2014 was a tax expense of 9.0 percent and 9.1 percent, respectively, as compared to a tax expense of 3.4 percent and 8.8 percent, respectively, for the same period of fiscal year 2014. The effective tax rate for the three and nine months ended December 31, 2014 and 2013 differs from the statutory rate of 35.0 percent primarily due to the utilization of U.S. deferred tax assets which were subject to a valuation allowance and non-U.S. profits subject to a reduced or zero tax rate. The effective tax rate for the three and nine months ended December 31, 2014 differs from

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the same period in fiscal year 2014 primarily due to differences in the pre-tax income or loss. In addition, the effective tax rate for the nine months ended December 31, 2014 differs from the same period in fiscal year 2014 primarily due to a discrete expense of $16 million recorded in the nine months ended December 31, 2014 for excess tax benefits from stock-based compensation deductions allocated directly to contributed capital.

During the three and nine months ended December 31, 2014, we recorded a net increase of $1 million and decrease of $1 million in gross unrecognized tax benefits. The total gross unrecognized tax benefits as of December 31, 2014 is $231 million. 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, 2014, if recognized, approximately $71 million of the unrecognized tax benefits would affect our effective tax rate and approximately $160 million would result in adjustments to deferred tax assets with corresponding adjustments to the valuation allowance.

During the three and nine months ended December 31, 2014, we recorded a net increase of $1 million for accrued interest and penalties related to tax positions taken on our tax returns. As of December 31, 2014, the combined amount of accrued interest and penalties related to uncertain tax positions included in income tax obligations on our Condensed Consolidated Balance Sheet was approximately $17 million.

We file income tax returns in the United States, including various state and local jurisdictions. Our subsidiaries file tax returns in various foreign jurisdictions, including Canada, France, Germany, Switzerland and the United Kingdom. The IRS is currently examining our returns for fiscal years 2009 through 2011, and we remain subject to income tax examination by the IRS for fiscal years after 2011. We are also currently under income tax examination in the United Kingdom for fiscal years 2010 and 2012, in Germany for fiscal years 2008 through 2012, and in Spain for fiscal years 2010 through 2013. We remain subject to income tax examination for several other jurisdictions including in Canada for fiscal years after 2005, in France for fiscal years after 2011, in Germany for fiscal years after 2012, in the United Kingdom for fiscal years 2011 and after 2012, 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 $8 million of unrecognized tax benefits may occur within the next 12 months, some of which, depending on the nature of the settlement or expiration of statutes of limitations, may affect the Company’s income tax provision and therefore benefit the resulting effective tax rate. The actual amount could vary significantly depending on the ultimate timing and nature of any settlements.

(12) FINANCING ARRANGEMENTS

0.75% Convertible Senior Notes Due 2016

In July 2011, we issued $632.5 million aggregate principal amount of 0.75% Convertible Senior Notes due 2016 (the “Notes”). The Notes are senior unsecured obligations which pay interest semiannually in arrears at a rate of 0.75% per annum on January 15 and July 15 of each year, beginning on January 15, 2012 and will mature on July 15, 2016, unless purchased earlier or converted in accordance with their terms prior to such date. The Notes are senior in right of payment to any unsecured indebtedness that is expressly subordinated in right of payment to the Notes.

The Notes are convertible into cash and shares of our common stock based on an initial conversion value of 31.5075 shares of our common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $31.74 per share). Upon conversion of the Notes, holders will receive cash up to the principal amount of each Note, and any excess conversion value will be delivered in shares of our common stock. Prior to April 15, 2016, the Notes are convertible only if (1) the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 percent of the conversion price ($41.26 per share) on each applicable trading day (the “Sales Price Condition”); (2) during the five business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of notes falls below 98 percent of the last reported sale price of our common stock multiplied by the conversion rate on each trading day; or (3) specified corporate transactions, including a change in control, occur. On or after April 15, 2016, a holder may convert any of its Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate is subject to customary anti-dilution adjustments (for example, certain dividend distributions or tender or exchange offer of our common stock), but will not be adjusted for any

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accrued and unpaid interest. The Notes are not redeemable prior to maturity except for specified corporate transactions and events of default, and no sinking fund is provided for the Notes. The Notes do not contain any financial covenants.

Following certain corporate events described in the indenture governing the notes (the “Indenture”) that occur prior to the maturity date, the conversion rate will be increased for a holder who elects to convert its Notes in connection with such corporate event in certain circumstances. If we undergo a “fundamental change,” as defined in the Indenture, subject to certain conditions, holders may require us to purchase for cash all or any portion of their Notes. The fundamental change purchase price will be 100 percent of the principal amount of the Notes to be purchased plus any accrued and unpaid interest up to but excluding the fundamental change purchase date.

The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of at least 25 percent in principal amount of the outstanding Notes may declare 100 percent of the principal and accrued and unpaid interest on all the Notes to be due and payable.

During the quarter ended December 31, 2014, the Sales Price Condition was met. As a result, the Notes are convertible at the option of the holder through March 27, 2015, and the carrying value of the Notes was reclassified as a current liability and the excess of the principal amount over the carrying value of the Notes was reclassified from permanent equity to temporary equity in the Condensed Consolidated Balance Sheets as of December 31, 2014. The determination of whether or not the Notes are convertible is performed on a quarterly basis. If this threshold is not met next quarter, the Notes will be reclassified back to long-term debt and the temporary equity will be reclassified back to permanent equity.

Upon conversion of any Notes, we will deliver cash up to the principal amount of the Notes and any excess conversion value will be delivered in shares of our common stock. As of December 31, 2014, there were no shares issued related to the Notes. Based on the closing price of our common stock of $48.33 at the end of the quarter ended December 31, 2014, the if-converted value of our Notes exceeded their principal amount by $331 million.

We separately account for the liability and equity components of the Notes. The initial carrying amount of the equity component representing the conversion option is equal to the fair value of the Convertible Note Hedge, as described below, which is a substantially identical instrument and was purchased on the same day as the Notes. The initial carrying amount of the liability component was determined by deducting the fair value of the equity component from the par value of the Notes as a whole, and represents the fair value of a similar liability that does not have an associated convertible feature. A liability of $525 million as of the initial date of issuance was recognized for the principal amount of the Notes representing the present value of the Notes’ cash flows using a discount rate of 4.54 percent. The excess of the principal amount of the liability component over its carrying amount is amortized to interest expense over the term of the Notes using the effective interest method. The equity component on the date of issuance was $107 million.

In accounting for $15 million of issuance costs paid in July 2011 related to the Notes issuance, we allocated $13 million to the liability component and $2 million to the equity component. Debt issuance costs attributable to the liability component are being amortized to interest expense over the term of the Notes, and issuance costs attributable to the equity component were netted with the equity component in additional paid-in capital.

The carrying and fair values of the Notes are as follows (in millions):



	As of December 31, 2014			As of March 31, 2014
Principal amount of Notes	$	633		$	633
Unamortized debt discount of the liability component	(37		)	(53		)
Net carrying value of Notes	$	596		$	580

Fair value of Notes	$	972		731

The fair value of the 0.75% Convertible Senior Notes due 2016 is classified as Level 2 within the fair value hierarchy. As of December 31, 2014, the remaining life of the Notes is approximately 1.5 years.

Convertible Note Hedge and Warrants Issuance

In July 2011, we entered into privately negotiated convertible note hedge transactions (the “Convertible Note Hedge”) with certain counterparties to reduce the potential dilution with respect to our common stock upon conversion of the Notes. The Convertible Note Hedge, subject to customary anti-dilution adjustments, provides us with the option to acquire, on a net

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settlement basis, approximately 19.9 million shares of our common stock at a strike price of $31.74, which corresponds to the conversion price of the Notes and is equal to the number of shares of our common stock that notionally underlie the Notes. As of December 31, 2014, we have not purchased any shares under the Convertible Note Hedge. We paid $107 million for the Convertible Note Hedge, which was recorded as an equity transaction.

Separately, in July 2011 we also entered into privately negotiated warrant transactions with certain counterparties whereby we sold to independent third parties warrants (the “Warrants”) to acquire, subject to customary anti-dilution adjustments that are substantially the same as the anti-dilution provisions contained in the Notes, up to 19.9 million shares of our common stock (which is also equal to the number of shares of our common stock that notionally underlie the Notes), with a strike price of $41.14. The Warrants could have a dilutive effect with respect to our common stock to the extent that the market price per share of our common stock exceeds $41.14 on or prior to the expiration date of the Warrants. We received proceeds of $65 million from the sale of the Warrants.

Effect of conversion on earning per share (“EPS”)

The Notes have no impact on diluted EPS until the average quarterly price of our common stock exceeds the conversion price of $31.74 per share. Prior to conversion, we will include the effect of the additional shares that may be issued if our common stock price exceeds $31.74 per share using the treasury stock method. If the average price of our common stock exceeds $41.14 per share for a quarterly period, we will also include the effect of the additional potential shares that may be issued related to the Warrants using the treasury stock method. Prior to conversion, the Convertible Note Hedge is not considered for purposes of the EPS calculation, as its effect would be anti-dilutive. Upon conversion, the Convertible Note Hedge is expected to offset the dilutive effect of the Notes when the stock price is above $31.74 per share. See Note 15 for additional information related to our EPS.

Credit Facility

On August 30, 2012, we entered into a $500 million senior unsecured revolving credit facility with a syndicate of banks. The credit facility terminates on February 29, 2016 and contains an option to arrange with existing lenders and/or new lenders for them to provide up to an aggregate of $250 million in additional commitments for revolving loans. Proceeds of loans made under the credit facility may be used for general corporate purposes.

The loans bear interest, at our option, at the base rate plus an applicable spread or an adjusted LIBOR rate plus an applicable spread, in each case with such spread being determined based on our consolidated leverage ratio for the preceding fiscal quarter. We are also obligated to pay other customary fees for a credit facility of this size and type. Interest is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of an interest period (or at each three month interval in the case of loans with interest periods greater than three months) in the case of loans bearing interest at the adjusted LIBOR rate. Principal, together with all accrued and unpaid interest, is due and payable on February 29, 2016.

The credit agreement contains customary affirmative and negative covenants, including covenants that limit or restrict our ability to, among other things, incur subsidiary indebtedness, grant liens, dispose of all or substantially all assets and pay dividends or make distributions, in each case subject to customary exceptions for a credit facility of this size and type. We are also required to maintain compliance with a capitalization ratio and maintain a minimum level of total liquidity and a minimum level of domestic liquidity.

The credit agreement contains customary events of default, including among others, non-payment defaults, covenant defaults, bankruptcy and insolvency defaults and a change of control default, in each case, subject to customary exceptions for a credit facility of this size and type. The occurrence of an event of default could result in the acceleration of the obligations under the credit agreement, an obligation by any guarantors to repay the obligations in full and an increase in the applicable interest rate.

As of December 31, 2014, no amounts were outstanding under the credit facility. $2 million of debt issuance costs that were paid in connection with obtaining this credit facility are being amortized to interest expense over the 3.5 years term of the credit facility.

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The following table summarizes our interest expense recognized for the three and nine months ended December 31, 2014 and 2013 that is included in interest and other income (expense), net on our Condensed Consolidated Statements of Operations (in millions):



	Three Months Ended December 31,						Nine Months Ended December 31,
	2014			2013			2014			2013
Amortization of debt discount	$	(5	)	$	(6	)	$	(16	)	$	(16	)
Amortization of debt issuance costs	—			(1		)	(2		)	(3		)
Coupon interest expense	(2		)	(1		)	(4		)	(3		)
Other interest expense	(1		)	—			(2		)	(1		)
Total interest expense	$	(8	)	$	(8	)	$	(24	)	$	(23	)

(13) COMMITMENTS AND CONTINGENCIES

Lease Commitments

As of December 31, 2014, we leased certain 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.

Development, Celebrity, League and Content Licenses: Payments and Commitments

The products we produce in our studios are designed and created by our employee designers, artists, software programmers and by non-employee software developers (“independent artists” or “third-party developers”). We typically advance development funds to the independent artists and third-party developers during development of our games, usually in installment payments made upon the completion of specified development milestones. Contractually, these payments are generally considered advances against subsequent royalties on the sales of the products. These terms are set forth in written agreements entered into with the independent artists and third-party developers.

In addition, we have certain celebrity, league and content license contracts that contain minimum guarantee payments and marketing commitments that may not be dependent on any deliverables. Celebrities and organizations with whom we have contracts include, but are not limited to: FIFA (Fédération Internationale de Football Association), FIFPRO Foundation, FAPL (Football Association Premier League Limited), and DFL Deutsche Fußball Liga GmbH (German Soccer League) (professional soccer); Dr. Ing. h.c. F. Porsche AG, Ferrari S.p.A. (Need For Speed and Real Racing games); National Basketball Association (professional basketball); PGA TOUR (professional golf); National Hockey League and NHL Players’ Association (professional hockey); National Football League Properties, PLAYERS Inc., and Red Bear Inc. (professional football); Zuffa, LLC (Ultimate Fighting Championship); ESPN (content in EA SPORTS games); Hasbro, Inc. (certain of Hasbro’s board game intellectual properties); Disney Interactive (Star Wars); Fox Digital Entertainment, Inc. (The Simpsons); and Universal Studios Inc. These developer and content license commitments represent the sum of (1) the cash payments due under non-royalty-bearing licenses and services agreements and (2) the minimum guaranteed payments and advances against royalties due under royalty-bearing licenses and services agreements, the majority of which are conditional upon performance by the counterparty. These minimum guarantee payments and any related marketing commitments are included in the table below.

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The following table summarizes our minimum contractual obligations as of December 31, 2014 (in millions):



			Fiscal Years Ending March 31,
			2015
			(Remaining
	Total		three mos.)		2016		2017		2018		2019		2020		Thereafter
Unrecognized commitments
Developer/licensor commitments	$	973	$	18	$	221	$	259	$	154	$	102	$	76	$	143
Marketing commitments	214		3		39		64		21		21		21		45
Operating leases	195		10		45		33		25		20		14		48
0.75% Convertible Senior Notes due 2016 interest ^(a)	9		2		5		2		—		—		—		—
Other purchase obligations	47		13		23		10		1		—		—		—
Total unrecognized commitments	1,438		46		333		368		201		143		111		236

Recognized commitments
0.75% Convertible Senior Notes due 2016 principal ^(a)	633		633		—		—		—		—		—		—
Licensing and lease obligations ^(b)	175		5		22		22		24		24		25		53
Total recognized commitments	808		638		22		22		24		24		25		53

Total commitments	$	2,246	$	684	$	355	$	390	$	225	$	167	$	136	$	289

(a)

Included in the $9 million coupon interest on the 0.75% Convertible Senior Notes due 2016 is $2 million of accrued interest recognized as of December 31, 2014. We will be obligated to pay the $632.5 million principal amount of the 0.75% Convertible Senior Notes due 2016 in cash and any excess conversion value in shares of our common stock upon redemption of the Notes at maturity on July 15, 2016, or upon earlier conversion. During the quarter ended December 31, 2014, the Sales Price Condition was met and as a result, the Notes are currently convertible at the option of the holder though March 27, 2015. See Note 12 for additional information regarding our 0.75% Convertible Senior Notes due 2016.


(b)	See Note 8 for additional information regarding recognized commitments resulting from our restructuring plans. Lease commitments have not been reduced for approximately $5 million due in the future from third parties under non-cancelable sub-leases. See Note 9 for additional information regarding recognized obligations from our licensing-related commitments.

The unrecognized 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 recognized and expensed in our Condensed Consolidated Financial Statements. In addition, the amounts in the table above are presented based on the dates the amounts are contractually due as of December 31, 2014; however, certain payment obligations may be accelerated depending on the performance of our operating results.

In addition to what is included in the table above, as of December 31, 2014, we had a liability for unrecognized tax benefits and an accrual for the payment of related interest totaling $87 million, of which we are unable to make a reasonably reliable estimate of when cash settlement with a taxing authority will occur.

Also, in addition to what is included in the table above, as of December 31, 2014, in connection with our KlickNation acquisition, we may be required to pay an additional $3 million of cash consideration based upon the achievement of certain performance milestones through March 31, 2015. As of December 31, 2014, the accrued contingent consideration on our Condensed Consolidated Balance Sheet representing the estimated fair value of the contingent consideration was immaterial.

Subsequent to December 31, 2014, we entered into various licensor agreements with third parties which contingently commits us to pay an additional approximately $780 million at various dates through fiscal year 2022.

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Legal Proceedings

We are a defendant in several actions that allege we misappropriated the likenesses of various college athletes in certain of our college-themed sports games. In September 2013, we reached an agreement to settle all actions brought by college athletes against us. We recognized a $30 million accrual during the three months ended September 30, 2013 associated with the anticipated settlement. On September 3, 2014, the United States District Court for the Northern District of California granted preliminary approval of the settlement and set a hearing for May 14, 2015, to determine whether to grant its final approval of the settlement.

On December 17, 2013, a purported shareholder class action lawsuit was filed in the United States District Court for the Northern District of California against the Company and certain of its officers by an individual purporting to represent a class of purchasers of EA common stock. A second purported shareholder class action lawsuit alleging substantially similar claims was subsequently filed in the same court. These lawsuits have been consolidated into one action. The lawsuits, which assert claims under Section 10(b) and 20(a) of the Securities Exchange Act of 1934, allege, among other things, that the Company and certain of its officers issued materially false and misleading statements regarding the rollout of the Company’s Battlefield 4 game. On October 20, 2014, the court granted our motion to dismiss all claims with leave for the plaintiffs to amend their complaint. On November 18, 2014, the plaintiffs filed an amended complaint, and we filed a motion seeking dismissal of all claims on January 15, 2015. The court has not yet ruled on our motion.

On July 29, 2010, Michael Davis, a former NFL running back, filed a putative class action in the United States District Court for the Northern District of California against the Company, alleging that certain past versions of Madden NFL included the images of certain retired NFL players without their permission. In March 2012, the trial court denied the Company’s request to dismiss the complaint on First Amendment grounds. In January 2015, that trial court decision was affirmed by the Ninth Circuit Court of Appeals and the case was remanded back to the district court. The Company intends to seek further court review.

We are also 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 Statements.

(14) STOCK-BASED COMPENSATION

Valuation Assumptions

We estimate the fair value of share-based payment awards on the date of grant. We recognize compensation costs for stock-based payment awards to employees based on the grant-date fair value using a straight-line approach over the service period for which such awards are expected to vest. For awards with only service conditions that have a graded vesting schedule, we recognize compensation costs on a straight-line basis over the requisite service period for the entire award.

We determine the fair value of our share-based payment awards as follows:

•

Restricted Stock Units, Restricted Stock, and Performance-Based Restricted Stock Units. The fair value of restricted stock units, restricted stock, and performance-based restricted stock units (other than market-based restricted stock units) is determined based on the quoted market price of our common stock on the date of grant. Performance-based restricted stock units include grants made in connection with certain acquisitions.

•

Market-Based Restricted Stock Units. Market-based restricted stock units consist of grants of performance-based restricted stock units to certain members of executive management that vest contingent upon the achievement of pre-determined market and service conditions (referred to herein as “market-based restricted stock units”). The fair value of our market-based restricted stock units is determined using a Monte-Carlo simulation model. Key assumptions for the Monte-Carlo simulation model are the risk-free interest rate, expected volatility, expected dividends and correlation coefficient.

•

Stock Options and Employee Stock Purchase Plan. 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 based on the multiple-award valuation method. Key assumptions of the Black-Scholes valuation model are the risk-free interest rate, expected volatility, expected term and expected dividends.

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The determination of the fair value of market-based restricted stock units, stock options and ESPP is affected by assumptions regarding subjective and complex variables. Generally, our assumptions are based on historical information and judgment is required to determine if historical trends may be indicators of future outcomes.

There were an insignificant number of stock options granted during the three months ended December 31, 2014.

The estimated assumptions used in the Black-Scholes valuation model to value our stock 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,
	2013		2014		2013		2014		2013
Risk-free interest rate	1.6%		1.1 - 1.9%		1.6%		0.04 - 0.1%		0.1	%
Expected volatility	37 - 42%		36 - 40%		37 - 42%		34 - 35%		36 - 37%
Weighted-average volatility	37	%	38	%	37	%	35	%	37	%
Expected term	4.5 years		4.5 years		4.5 years		6 - 12 months		6 - 12 months
Expected dividends	None		None		None		None		None

There were no market-based restricted stock units granted during the three months ended December 31, 2014 and 2013.

Stock-Based Compensation Expense

Employee stock-based compensation expense recognized during the three and nine months ended December 31, 2014 and 2013 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, performance-based restricted stock units, market-based restricted stock units, and the ESPP included in our Condensed Consolidated Statements of Operations (in millions):



	Three Months Ended December 31,				Nine Months Ended December 31,
	2014		2013		2014		2013
Cost of revenue	$	1	$	—	$	2	$	1
Research and development	22		25		61		68
Marketing and sales	6		7		16		20
General and administrative	10		8		29		22
Stock-based compensation expense	$	39	$	40	$	108	$	111

We did not recognize any benefit from income taxes related to our stock-based compensation expense recognized during the three and nine months ended December 31, 2014 and 2013.

As of December 31, 2014, our total unrecognized compensation cost related to stock options was $19 million and is expected to be recognized over a weighted-average service period of 2.5 years. As of December 31, 2014, our total unrecognized compensation cost related to restricted stock and restricted stock units (collectively referred to as “restricted stock rights”) was $249 million and is expected to be recognized over a weighted-average service period of 1.4 years. Of the $249 million of unrecognized compensation cost, $15 million relates to market-based restricted stock units.

During the three and nine months ended December 31, 2014, we recognized $2 million and $16 million, respectively, of tax expense for the excess tax benefits resulting from stock-based compensation deductions; this amount is allocated directly to contributed capital and reported in the financing activities on our Condensed Consolidated Statement of Cash Flows.

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Stock Options

The following table summarizes our stock option activity for the nine months ended December 31, 2014