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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 10-Q





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

For the Quarterly Period Ended June 30, 2015


OR





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| ̈ | 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)





Delaware94-2838567(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)209 Redwood Shores ParkwayRedwood City, California94065(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 filerþAccelerated 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 August 6, 2015 , there were 311,745,886 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 JUNE 30, 2015


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PagePart I - FINANCIAL INFORMATIONItem 1.Condensed Consolidated Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as ofJune 30, 2015 and March 31, 20153Condensed Consolidated Statements of Operations for the ThreeMonths Ended June 30, 2015 and 20144Condensed Consolidated Statements of ComprehensiveIncome for the Three Months Ended June 30, 2015 and 20145Condensed Consolidated Statements of Cash Flows for theThree Months Ended June 30, 2015 and 20146Notes to Condensed Consolidated Financial Statements7Report of Independent Registered Public Accounting Firm29Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 3.Quantitative and Qualitative Disclosures About Market Risk47Item 4.Controls and Procedures49Part II - OTHER INFORMATIONItem 1.Legal Proceedings50Item 1A.Risk Factors50Item 2.Unregistered Sales of Equity Securities and Use of Proceeds59Item 3.Defaults Upon Senior Securities59Item 4.Mine Safety Disclosures60Item 6.Exhibits60Signature61Exhibit Index62


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PART I – FINANCIAL INFORMATION





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|Item 1. | Condensed Consolidated Financial Statements (Unaudited)

ELECTRONIC ARTS INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEETS


(Unaudited)(In millions, except par value data)June 30, 2015March 31, 2015(a)ASSETSCurrent assets:Cash and cash equivalents$1,810$2,068Short-term investments1,069953Receivables, net of allowances of $134 and $140, respectively144362Inventories3436Deferred income taxes, net5354Other current assets216247Total current assets3,3263,720Property and equipment, net444459Goodwill1,7131,713Acquisition-related intangibles, net98111Deferred income taxes, net1413Other assets126131TOTAL ASSETS$5,721$6,147LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities:Accounts payable$43$68Accrued and other current liabilities603794Deferred net revenue (online-enabled games)7751,2830.75% convertible senior notes due 2016, net608602Total current liabilities2,0292,747Income tax obligations7170Deferred income taxes, net8080Other liabilities180183Total liabilities2,3603,080Commitments and contingencies (See Note 11)0.75% convertible senior notes due 2016 (See Note 10)2531Stockholders’ equity:Preferred stock, $0.01 par value. 10 shares authorized——Common stock, $0.01 par value. 1,000 shares authorized; 311 and 310 shares issued and outstanding, respectively33Additional paid-in capital2,0012,127Retained earnings1,346904Accumulated other comprehensive income (loss)(14)2Total stockholders’ equity3,3363,036TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$5,721$6,147


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 June 30,(In millions, except per share data)20152014Net revenue:Product$743$757Service and other460457Total net revenue1,2031,214Cost of revenue:Product94252Service and other79115Total cost of revenue173367Gross profit1,030847Operating expenses:Research and development296265Marketing and sales123130General and administrative9888Acquisition-related contingent consideration—(1)Amortization of intangibles13Total operating expenses518485Operating income512362Interest and other income (expense), net(3)(8)Income before provision for income taxes509354Provision for income taxes6719Net income$442$335Net income per share:Basic$1.42$1.07Diluted$1.32$1.04Number of shares used in computation:Basic311313Diluted335322


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





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ELECTRONIC ARTS INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME





(Unaudited)Three Months Ended June 30,(In millions)20152014Net income$442$335Other comprehensive income (loss), net of tax:Change in unrealized net gains and losses on available-for-sale securities(1)—Change in unrealized net gains and losses on derivative instruments(13)(1)Reclassification adjustment for net realized gains and losses on derivative instruments(3)5Foreign currency translation adjustments120Total other comprehensive income (loss), net of tax(16)24Total comprehensive income$426$359





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)Three Months Ended June 30,(In millions)20152014OPERATING ACTIVITIESNet income$442$335Adjustments to reconcile net income to net cash provided by (used in) operating activities:Depreciation, amortization and accretion4956Stock-based compensation4529Acquisition-related contingent consideration—(1)Change in assets and liabilities:Receivables, net219110Inventories319Other assets2621Accounts payable(16)(43)Accrued and other liabilities(331)(84)Deferred income taxes, net—1Deferred net revenue (online-enabled games)(508)(439)Net cash provided by (used in) operating activities(71)4INVESTING ACTIVITIESCapital expenditures(24)(27)Proceeds from maturities and sales of short-term investments249155Purchase of short-term investments(365)(335)Net cash used in investing activities(140)(207)FINANCING ACTIVITIESProceeds from issuance of common stock455Excess tax benefit from stock-based compensation4012Repurchase and retirement of common stock(132)(50)Net cash used in financing activities(47)(33)Effect of foreign exchange on cash and cash equivalents—8Decrease in cash and cash equivalents(258)(228)Beginning cash and cash equivalents2,0681,782Ending cash and cash equivalents$1,810$1,554Supplemental cash flow information:Cash paid during the period for income taxes, net$21$8Cash paid during the period for interest$3$—





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 the PlayStation 3 and 4 from Sony, and the Xbox 360 and Xbox One from  Microsoft), PCs, mobile phones and tablets. We deliver our games and services to our players across multiple platforms, through multiple distribution channels, and directly (online and wirelessly). Some of our games are based on our wholly-owned intellectual property ( e.g. , Battlefield, Mass Effect, Need for Speed, Dragon Age, The Sims, SimCity, 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 develop 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, providers of free-to-download PC games played on the Internet, mobile carriers via streaming and digital downloads, and directly through Origin, our own digital distribution platform.


Our fiscal year is reported on a 52 - or 53 -week period that ends on the Saturday nearest March 31. Our results of operations for the fiscal year ending March 31, 2016 contains 53 weeks and ends on April 2, 2016. Our results of operations for the fiscal year ended March 31, 2015 contained 52 weeks and ended on March 28, 2015. Our results of operations for the three months ended June 30, 2015 contained 14 weeks and ended on July 4, 2015 . Our results of operations for the three months ended June 30, 2014 contained 13 weeks and ended on June 28, 2014. 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, 2015 , as filed with the United States Securities and Exchange Commission (“SEC”) on May 21, 2015 .


Impact of Recently Issued Accounting Standards


In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350-40). The amendments of this ASU will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sale or license of software. The disclosure requirements will be effective for annual periods (and interim periods within those annual periods) ending after December 15, 2015. The amendment may be adopted either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. Early adoption is permitted. We expect to adopt this new standard in the first quarter of fiscal year 2017. We do not expect the adoption to have a material impact on our Consolidated Financial Statements.


In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Topic 835-30), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. The disclosure requirements will be effective for annual periods (and interim periods within those annual periods) beginning after December 15, 2015, and will require retrospective application. Early adoption is permitted. We do not expect the adoption to have a material impact on our Consolidated Financial Statements.


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In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), 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 standard permits the use of either the retrospective or cumulative effect transition method. The original effective date for ASU 2014-09 would have required the Company to adopt beginning in its first quarter of fiscal year 2018. In July 2015, the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the effective date as well as providing the option to early adopt the standard on the original effective date. Accordingly, we may adopt the standard in either the first quarter of fiscal year 2018 or 2019. We are currently evaluating the timing and method of adoption and the impact of the new revenue standard on our Consolidated Financial Statements and related disclosures.





(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:


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

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|• | 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.

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|• | 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 June 30, 2015 and March 31, 2015 , 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 UsingQuoted Prices inActive Marketsfor IdenticalFinancialInstrumentsSignificantOtherObservableInputsSignificantUnobservableInputsAs ofJune 30, 2015(Level 1)(Level 2)(Level 3)Balance Sheet ClassificationAssetsBank and time deposits$174$174$—$—Cash equivalentsMoney market funds1414——Cash equivalentsAvailable-for-sale securities:Corporate bonds568—568—Short-term investments and cash equivalentsU.S. Treasury securities218218——Short-term investmentsU.S. agency securities191—191—Short-term investmentsCommercial paper119—119—Short-term investments and cash equivalentsForeign currency derivatives9—9—Other current assetsDeferred compensation plan assets(a)99——Other assetsTotal assets at fair value$1,302$415$887$—LiabilitiesForeign currency derivatives12—12—Accrued and other current liabilitiesDeferred compensation plan liabilities(a)1010——Other liabilitiesTotal liabilities at fair value$22$10$12$—











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Fair Value Measurements at Reporting Date UsingQuoted Prices inActive Marketsfor IdenticalFinancialInstrumentsSignificantOtherObservableInputsSignificantUnobservableInputsAs of March 31, 2015(Level 1)(Level 2)(Level 3)Balance Sheet ClassificationAssetsBank and time deposits$175$175$—$—Cash equivalentsMoney market funds77——Cash equivalentsAvailable-for-sale securities:Corporate bonds468—468—Short-term investments and cash equivalentsU.S. Treasury securities214214——Short-term investmentsU.S. agency securities180—180—Short-term investments and cash equivalentsCommercial paper140—140—Short-term investments and cash equivalentsForeign currency derivatives18—18—Other current assetsDeferred compensation plan assets(a)99——Other assetsTotal assets at fair value$1,211$405$806$—LiabilitiesForeign currency derivatives9—9—Accrued and other current liabilitiesDeferred compensation plan liabilities(a)99——Other liabilitiesTotal liabilities at fair value$18$9$9$—





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|(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 endedMarch 31, 2015, for additional information regarding our Deferred Compensation Plan.




(3) FINANCIAL INSTRUMENTS


Cash and Cash Equivalents


As of June 30, 2015 and March 31, 2015 , our cash and cash equivalents were $1,810 million and $2,068 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 June 30, 2015 and March 31, 2015 (in millions):


As of June 30, 2015As of March 31, 2015Cost orAmortizedCostGross UnrealizedFairValueCost orAmortizedCostGross UnrealizedFairValueGainsLossesGainsLossesCorporate bonds$565$—$—$565$467$—$—$467U.S. Treasury securities218——218214——214U.S. agency securities191——1911611—162Commercial paper95——95110——110Short-term investments$1,069$—$—$1,069$952$1$—$953


We evaluate our investments for impairment quarterly. Factors considered in the review of investments 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


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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 June 30, 2015 and March 31, 2015 .


The following table summarizes the amortized cost and fair value of our short-term investments, classified by stated maturity as of June 30, 2015 and March 31, 2015 (in millions):


As of June 30, 2015As of March 31, 2015AmortizedCostFairValueAmortizedCostFairValueShort-term investmentsDue in 1 year or less$454$454$417$417Due in 1-2 years369369281281Due in 2-3 years243243244245Due in 3-4 years331010Short-term investments$1,069$1,069$952$953





(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 18 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, Swedish krona and Australian dollar. 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 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 current 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.


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


As of June 30, 2015As of March 31, 2015Notional AmountFair ValueNotional AmountFair ValueAssetLiabilityAssetLiabilityForward contracts to purchase$70$—$3$108$—$8Forward contracts to sell$679$8$9$508$18$1


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 the three months ended June 30, 2015 and 2014 was a gain of $3 million and a loss of $5 million , respectively.


During the three months ended June 30, 2015 and 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.


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 June 30, 2015As of March 31, 2015Notional AmountFair ValueNotional AmountFair ValueAssetLiabilityAssetLiabilityForward contracts to purchase$79$—$—$99$—$—Forward contracts to sell$98$1$—$173$—$—





The effect of foreign currency forward contracts not designated as hedging instruments in our Condensed Consolidated Statements of Operations for the three months ended June 30, 2015 and 2014 was immaterial, and is included in interest and other income (expense), net.





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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 June 30, 2015 and 2014 are as follows (in millions): Unrealized Net Gains (Losses) on Available-for-Sale SecuritiesUnrealized Net Gains (Losses) on Derivative InstrumentsForeign Currency Translation AdjustmentsTotalBalances as of March 31, 2015$(3)$21$(16)$2Other comprehensive income (loss) before reclassifications(1)(13)1(13)Amounts reclassified from accumulated other comprehensive income (loss)—(3)—(3)Net current-period other comprehensive income (loss)(1)(16)1(16)Balance as of June 30, 2015$(4)$5$(15)$(14)


Unrealized Net Gains (Losses) on Available-for-Sale SecuritiesUnrealized Net Gains (Losses) on Derivative InstrumentsForeign Currency Translation AdjustmentsTotalBalances as of March 31, 2014$(4)$(10)$51$37Other comprehensive income (loss) before reclassifications—(1)2019Amounts reclassified from accumulated other comprehensive income (loss)—5—5Net current-period other comprehensive income—42024Balance as of June 30, 2014$(4)$(6)$71$61





The effects on net income of amounts reclassified from accumulated other comprehensive income (loss) for the three months ended June 30, 2015 and 2014 were as follows (in millions): Amount Reclassified From Accumulated Other Comprehensive Income (Loss)Statement of Operations ClassificationThree Months EndedJune 30, 2015Three Months EndedJune 30, 2014Gains and losses on cash flow hedges from forward contractsNet revenue$(8)$3Research and development52Total amount reclassified, net of tax$(3)$5


The net impact from our cash flow hedging activities in our Condensed Consolidated Statements of Operations for the three months ended June 30, 2015 and 2014 was a gain of $3 million and a loss of $5 million , respectively.








(6) GOODWILL AND ACQUISITION-RELATED INTANGIBLES, NET


The changes in the carrying amount of goodwill for the three months ended June 30, 2015 are as follows (in millions): As of March 31, 2015ActivityEffects of Foreign Currency TranslationAs of June 30, 2015Goodwill$2,081$—$—$2,081Accumulated impairment(368)——(368)Total$1,713$—$—$1,713


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 June 30, 2015As of March 31, 2015GrossCarryingAmountAccumulatedAmortizationAcquisition-RelatedIntangibles, NetGrossCarryingAmountAccumulatedAmortizationAcquisition-RelatedIntangibles, NetDeveloped and core technology$531$(450)$81$531$(439)$92Trade names and trademarks130(113)17130(111)19Registered user base and other intangibles87(87)—87(87)—Carrier contracts and related85(85)—85(85)—Total$833$(735)$98$833$(722)$111


Amortization of intangibles for the three months ended June 30, 2015 and 2014 are classified in the Condensed Consolidated Statement of Operations as follows (in millions): Three Months Ended June 30,20152014Cost of service and other$8$10Cost of product44Operating expenses13Total$13$17


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 June 30, 2015 and March 31, 2015 , the weighted-average remaining useful life for acquisition-related intangible assets was approximately 2.7 years and 2.8 years , respectively.


As of June 30, 2015 , 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 31,2016 (remaining nine months)$4020173220181220198202062021—Total$98





(7) 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.





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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 and service 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 using undiscounted cash flows when impairment indicators exist. If impairment exists, then the assets are written down to fair value. 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 June 30, 2015 , we did not recognize any losses or impairment charges on royalty-based commitments. During the three months ended June 30, 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 $27 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.


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 June 30, 2015As of March 31, 2015Other current assets$78$70Other assets5559Royalty-related assets$133$129


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 June 30, 2015As of March 31, 2015Accrued royalties$108$119Other liabilities134131Royalty-related liabilities$242$250


As of June 30, 2015 , we were committed to pay approximately $1,542 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 11 for further information on our developer and licensor commitments.





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(8) BALANCE SHEET DETAILS


Inventories


Inventories as of June 30, 2015 and March 31, 2015 consisted of (in millions):





As of June 30, 2015As of March 31, 2015Finished goods$32$35Raw materials and work in process21Inventories$34$36


Property and Equipment, Net


Property and equipment, net, as of June 30, 2015 and March 31, 2015 consisted of (in millions):


As of June 30, 2015As of March 31, 2015Computer, equipment and software$651$655Buildings315315Leasehold improvements128126Office equipment, furniture and fixtures6564Land6262Warehouse, equipment and other99Construction in progress771,2371,238Less: accumulated depreciation(793)(779)Property and equipment, net$444$459


During the three months ended June 30, 2015 and 2014 , depreciation expense associated with property and equipment was $30 million and $31 million , respectively.


Accrued and Other Current Liabilities


Accrued and other current liabilities as of June 30, 2015 and March 31, 2015 consisted of (in millions):


As of June 30, 2015As of March 31, 2015Other accrued expenses$231$298Accrued compensation and benefits179263Accrued royalties108119Deferred net revenue (other)85114Accrued and other current liabilities$603$794


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 $775 million and $1,283 million as of June 30, 2015 and March 31, 2015 , 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).





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(9) 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 carryforwards. 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. Therefore, cumulative losses weigh heavily in the overall assessment.


In addition to considering forecasts of future taxable income, we are also required to evaluate and quantify other possible sources of taxable income in order to assess the realization of our deferred tax assets, namely the reversal of existing deferred tax liabilities, the carry back of losses and credits as allowed under current tax law, and the implementation of tax planning strategies. Evaluating and quantifying these amounts involves significant judgments. Each source of income must be evaluated based on all positive and negative evidence; this evaluation involves assumptions about future activity. Certain taxable temporary differences that are not expected to reverse during the carry forward periods permitted by tax law cannot be considered as a source of future taxable income that may be available to realize the benefit of deferred tax assets.


In fiscal year 2015, we reported U.S. pre-tax income, compared to pre-tax losses in each of the last seven fiscal years. We have not yet been able to establish a sustained level of profitability in the U.S. or other sufficient significant positive evidence to conclude that our U.S. deferred tax assets are more likely than not to be realized. Therefore, we continue to maintain a valuation allowance against most of our U.S. deferred tax assets. It is reasonably possible that in fiscal year 2016 we will establish a sustained level of profitability in the U.S. As a result, it is possible that a significant portion of the $539 million valuation allowance recorded against our U.S. deferred tax assets at March 31, 2015 could be reversed by the end of fiscal year 2016.


The provision for income taxes reported for the three months ended June 30, 2015 is based on our projected annual effective tax rate for fiscal year 2016 , and also includes certain discrete items recorded during the period. Our effective tax rate for the three months ended June 30, 2015 was a tax expense of 13.2 percent as compared to 5.4 percent for the same period of fiscal year 2015 . The effective tax rate for the three months ended June 30, 2015 and 2014 was reduced, when compared to the statutory rate of 35.0 percent , by 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. Conversely, the effective tax rate was increased due to a discrete expense of $40 million and $12 million recorded in the three months ended June 30, 2015 and 2014, respectively, for excess tax benefits from stock-based compensation deductions allocated directly to contributed capital. The effective tax rate for the three months ended June 30, 2015 differs from the same period in fiscal year 2015 primarily due to the increase in the discrete expense for excess tax benefits from stock-based compensation deductions.





During the three months ended June 30, 2015 , we recorded a net increase of $6 million in gross unrecognized tax benefits. The total gross unrecognized tax benefits as of June 30, 2015 is $260 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 June 30, 2015 , if recognized, approximately $58 million of the unrecognized tax benefits would affect our effective tax rate and approximately $202 million would result in adjustments to deferred tax assets with corresponding adjustments to the valuation allowance.





During the three months ended June 30, 2015 , we recorded a net increase of $1 million for accrued interest and penalties related to tax positions taken on our tax returns. As of June 30, 2015 , 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.


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We are also currently under income tax examination in the United Kingdom for fiscal years 2010 through 2013, and in Germany for fiscal years 2008 through 2012. We remain subject to income tax examination for several other jurisdictions including in France for fiscal years after 2011, in Germany for fiscal years after 2012, in the United Kingdom for fiscal years after 2013, and in Canada and 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 $9 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.





(10) FINANCING ARRANGEMENT


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.


Following certain corporate events described in the indenture governing the notes (the “Indenture”) that occur prior to the maturity date, the conversion rate as discussed below 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.


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 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


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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 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.


During the fiscal quarter ended June 30, 2015 , the Sales Price Condition was met. As a result, the Notes are convertible at the option of the holder through October 3, 2015, and the carrying value of the Notes continued to be classified as a current liability and the excess of the principal amount over the carrying value of the Notes continued to be classified in temporary equity in the Consolidated Balance Sheets as of June 30, 2015 . The determination of whether or not the Notes are convertible is performed on a quarterly basis.


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 June 30, 2015 , shares issued upon conversion of the Notes were minimal. Based on the closing price of our common stock of $67.80 at the end of the quarter ended June 30, 2015 , the if-converted value of our Notes in aggregate exceeded their principal amount by $718 million . Subsequent to the quarter ended June 30, 2015 and through August 10, 2015, approximately $170 million principal value of the Notes were converted by holders thereof. The settlement of these conversions will occur during the quarter ended September 30, 2015, and upon settlement, these holders will receive approximately $170 million  in cash and a number of shares of our common stock equal in value to the excess conversion value. Based on the closing stock price of our common stock of  $67.80  at the end of the quarter ended  June 30, 2015 , approximately  3 million shares  of our common stock would be issuable to converting holders.


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


As of June 30, 2015As of March 31, 2015Principal amount of Notes$633$633Unamortized debt discount of the liability component(25)(31)Net carrying value of Notes$608$602Fair value of Notes$1,342$1,158





The fair value of the Notes is classified as Level 2 within the fair value hierarchy. As of June 30, 2015 , the remaining life of the Notes is approximately 1 year .


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. We paid $107 million for the Convertible Note Hedge, which was recorded as an equity transaction. The Convertible Note Hedge, subject to customary anti-dilution adjustments, provides us with the option to acquire, on a net settlement basis, approximately 19.9 million shares of our common stock equal to the number of shares of our common stock that notionally underlie the Notes at a strike price of $31.74 , which corresponds to the conversion price of the Notes. As of June 30, 2015 , we received a minimal number of shares under the Convertible Note Hedge. Subsequent to June 30, 2015 , we expect to receive a number of shares under the Convertible Note Hedge substantially equal to the number of shares of common stock to be issued in connection with any conversions of the Notes.


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. The Warrants are exercisable for a period of 60 trading days commencing on October 17, 2016. We received proceeds of $65 million from the sale of the Warrants.


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


The Notes have no impact on diluted EPS for periods where the average quarterly price of our common stock is below 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 13 for additional information related to our EPS.


Credit Facility


On March 19, 2015 , we entered into a $500 million senior unsecured revolving credit facility (“Credit Facility”) with a syndicate of banks. The credit facility terminates on March 19, 2020 , 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 March 19, 2020 .





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.





The credit agreement contains customary events of default, including among others, non-payment defaults, covenant defaults, cross-defaults to material indebtedness, bankruptcy and insolvency defaults, material judgment of 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 facility, an obligation by any guarantors to repay the obligations in full and an increase in the applicable interest rate.





As of June 30, 2015 , 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 5 -year term of the Credit Facility.





The following table summarizes our interest expense recognized for the three months ended June 30, 2015 and 2014 that is included in interest and other income (expense), net on our Condensed Consolidated Statements of Operations (in millions):


Three Months Ended June 30,20152014Amortization of debt discount$(6)$(5)Amortization of debt issuance costs(1)(1)Coupon interest expense(1)(1)Other interest expense—(1)Total interest expense$(8)$(8)





(11) COMMITMENTS AND CONTINGENCIES


Lease Commitments


As of June 30, 2015 , 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.


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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. (Minions). These developer and content license commitments represent the sum of (1) the cash payments due under non-royalty-bearing licenses and services agreements and (2) the minimum guaranteed payments and advances against royalties due under royalty-bearing licenses and services agreements, the majority of which are conditional upon performance by the counterparty. These minimum guarantee payments and any related marketing commitments are included in the table below.





The following table summarizes our minimum contractual obligations as of June 30, 2015 (in millions):


Fiscal Years Ending March 31,2016(RemainingTotalnine mos.)20172018201920202021ThereafterUnrecognized commitmentsDeveloper/licensor commitments$1,542$162$233$280$233$209$184$241Marketing commitments34137634848484948Operating leases192303426221915460.75% Convertible Senior Notes due 2016 interest(a)532—————Other purchase obligations422513211——Total unrecognized commitments2,122257345356304277248335Recognized commitments0.75% Convertible Senior Notes due 2016 principal(a)633633——————Licensing and lease obligations(b)16316222324252627Total recognized commitments796649222324252627Total commitments$2,918$906$367$379$328$302$274$362


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|(a) | We will be obligated to pay the$632.5 millionprincipal amount of the Notes in cash and any excess conversion value in shares of our common stock upon redemption of the Notes at maturity onJuly 15, 2016, or upon earlier conversion. During the quarter endedJune 30, 2015, the Sales Price Condition was met and as a result, the Notes are currently convertible at the option of the holder though October 3, 2015. Subsequent to quarter end and through August 10, 2015, the Company received conversion notices representing approximately$170 millionprincipal of the Notes. See Note 10 for additional information regarding our Notes.

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|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Lease commitments have not been reduced for approximately$3 milliondue in the future from third parties under non-cancelable sub-leases. See Note 7 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


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Financial Statements. In addition, the amounts in the table above are presented based on the dates the amounts are contractually due as of June 30, 2015 ; however, certain payment obligations may be accelerated depending on the performance of our operating results. Up to $32 million of the unrecognized amounts in the table above may be payable, at the licensor’s election, in shares of our common stock, subject to a $10 million maximum during any fiscal year. The number of shares to be issued will be based on fair market value at the time of issuance.


In addition to what is included in the table above, as of June 30, 2015 , we had a liability for unrecognized tax benefits and an accrual for the payment of related interest totaling $69 million , of which we are unable to make a reasonably reliable estimate of when cash settlement with a taxing authority will occur.


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 settlement. On September 3, 2014, the United States District Court for the Northern District of California granted preliminary approval of the settlement, and on July 16, 2015, a hearing was conducted regarding final approval of the settlement.


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.


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 were consolidated into one action. The lawsuits, which assert claims under Section 10(b) and 20(a) of the Securities Exchange Act of 1934, alleged, 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. We filed a motion seeking dismissal of all claims on January 15, 2015 and on April 30, 2015, the court granted our motion to dismiss with prejudice.


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.


(12)  STOCK-BASED COMPENSATION


Valuation Assumptions


We estimate the fair value of stock-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 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.





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





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|• | 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.




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|• | 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

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the Monte-Carlo simulation model are the risk-free interest rate, expected volatility, expected dividends and correlation coefficient.





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|• | 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. 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 is based on a combination of historical stock price volatility and implied volatility of publicly-traded options on our common stock. Expected term is determined based on historical exercise behavior, post-vesting termination patterns, options outstanding and future expected exercise behavior.

There were no ESPP shares issued during the three months ended June 30, 2015 and 2014 . There were an insignificant number of stock options granted during the three months ended June 30, 2015 .


The estimated assumptions used in the Black-Scholes valuation model to value our stock option grants were as follows:


Three Months Ended June 30,2014Risk-free interest rate1.1 - 1.8%Expected volatility37 - 40%Weighted-average volatility38%Expected term4.5 yearsExpected dividendsNone





The estimated assumptions used in the Monte-Carlo simulation model to value our market-based restricted stock units were as follows:


Three Months Ended June 30,20152014Risk-free interest rate1.0%0.9%Expected volatility14 - 50%16 - 79%Weighted-average volatility26%30%Expected dividendsNoneNone





Stock-Based Compensation Expense


Employee stock-based compensation expense recognized during the three months ended June 30, 2015 and 2014 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 June 30,20152014Research and development$26$16Marketing and sales54General and administrative149Stock-based compensation expense$45$29


During the three months ended June 30, 2015 and 2014 , we did not recognize any benefit from income taxes related to our stock-based compensation expense.


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As of June 30, 2015 , our total unrecognized compensation cost related to stock options was $14 million and is expected to be recognized over a weighted-average service period of 2.0 years . As of June 30, 2015 , our total unrecognized compensation cost related to restricted stock and restricted stock units (collectively referred to as “restricted stock rights”) was $345 million and is expected to be recognized over a weighted-average service period of 1.8 years . Of the $345 million of unrecognized compensation cost, $41 million relates to market-based restricted stock units.


During the three months ended June 30, 2015 and 2014 , we recognized $40 million and $12 million , respectively, of excess tax benefit from stock-based compensation deductions; this amount is reported in the financing activities on our Condensed Consolidated Statement of Cash Flows.


Stock Options


The following table summarizes our stock option activity for the three months ended June 30, 2015 :


Options(in thousands)Weighted-AverageExercise PricesWeighted-AverageRemainingContractualTerm   (in years)AggregateIntrinsic Value(in millions)Outstanding as of March 31, 20154,920$37.44Granted259.33Exercised(985)45.79Forfeited, cancelled or expired(49)35.41Outstanding as of June 30, 20153,888$35.355.84$126Vested and expected to vest3,648$35.615.65$117Exercisable as of June 30, 20152,456$37.594.18$74


The aggregate intrinsic value represents the total pre-tax intrinsic value based on our closing stock price as of June 30, 2015 , 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 three months ended June 30, 2014 was $12.00 . 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 which is discussed below, for the three months ended June 30, 2015 :


RestrictedStock Rights(in thousands)Weighted-Average GrantDate Fair ValuesBalance as of March 31, 201510,855$26.20Granted2,17762.64Vested(4,714)20.55Forfeited or cancelled(368)29.96Balance as of June 30, 20157,950$39.35





The weighted-average grant date fair values of restricted stock rights granted during the three months ended June 30, 2015 and 2014 were $62.64 and $35.49 , respectively.


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Market-Based Restricted Stock Units


Our market-based restricted stock units vest contingent upon the achievement of pre-determined market and service conditions. If these market conditions are not met but service conditions are met, the market-based restricted stock units will not vest; however, any compensation expense we have recognized to date will not be reversed. The number of shares of common stock to be received at vesting will range from zero percent to 200 percent of the target number of market-based restricted stock units based on our total stockholder return (“TSR”) relative to the performance of companies in the NASDAQ-100 Index for each measurement period, generally over a one-year, two-year cumulative and three-year cumulative period. In the table below, we present shares granted at 100 percent of target of the number of market-based restricted stock units that may potentially vest. The maximum number of common shares that could vest is approximately 0.8 million for market-based restricted stock units granted during the three months ended June 30, 2015 . As of June 30, 2015 , the maximum number of shares that could vest is approximately 1.3 million for market-based restricted stock units outstanding.


The following table summarizes our market-based restricted stock unit activity for the three months ended June 30, 2015 :


Market-BasedRestricted  StockUnits(in thousands)Weighted-Average  GrantDate Fair ValueBalance as of March 31, 2015663$31.82Granted39579.81Vested(742)25.77Vested above target37125.77Forfeited or cancelled(45)34.84Balance as of June 30, 2015642$69.51


Stock Repurchase Program


In May 2014, a special committee of our Board of Directors, on behalf of the full Board of Directors, authorized a two-year program to repurchase up to $750 million of our common stock. Since inception, we repurchased approximately 9.2 million shares for approximately $394 million under this program.





In May 2015, our Board of Directors authorized a new program to repurchase up to $1 billion of our common stock. This new stock repurchase program, which expires on May 31, 2017, supersedes and replaces the stock repurchase authorization approved in May 2014. Under this program, we may purchase stock in the open market or through privately-negotiated transactions in accordance with applicable securities laws, including pursuant to pre-arranged stock trading plans. The timing and actual amount of the stock repurchases will depend on several factors including price, capital availability, regulatory requirements, alternative investment opportunities and other market conditions. We are not obligated to repurchase any specific number of shares under this program and it may be modified, suspended or discontinued at any time.





During the three months ended June 30, 2015 , we repurchased approximately 2.2 million shares for approximately $132 million . We continue to actively repurchase shares.





The following table summarizes total shares repurchased during the three months ended June 30, 2015 and 2014 :


May 2014 ProgramMay 2015 ProgramTotal(in millions)SharesAmountSharesAmountShareAmountThree Months Ended June 30, 20151$571$752$132Three Months Ended June 30, 20141$50——1$50








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(13) NET INCOME PER SHARE


The following table summarizes the computations of basic earnings per share (“Basic EPS”) and diluted earnings per share (“Diluted EPS”). Basic EPS is computed as net income divided by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock-based compensation plans including stock options, restricted stock, restricted stock units, common stock through our ESPP, warrants, and other convertible securities using the treasury stock method.


Three Months Ended June 30,(In millions, except per share amounts)20152014Net income$442$335Shares used to compute net income per share:Weighted-average common stock outstanding — basic311313Dilutive potential common shares related to stock award plans and from assumed exercise of stock options88Dilutive potential common shares related to the Notes101Dilutive potential common shares related to the Warrants6—Weighted-average common stock outstanding — diluted335322Net income per share:Basic$1.42$1.07Diluted$1.32$1.04





For the three months ended June 30, 2015 and 2014 , options to purchase, restricted stock units and restricted stock to be released were immaterial and 4 million shares, respectively, and were excluded from the treasury stock method computation of diluted shares as their inclusion would have had an antidilutive effect.





For the three months ended June 30, 2014 , potentially dilutive shares of common stock related to our Warrants, which have a conversion price of $41.14 per share, were excluded from the computation of Diluted EPS as their inclusion would have had an antidilutive effect resulting from the conversion price. The associated Convertible Note Hedge was excluded from the computation of diluted shares as the impact is always considered antidilutive. See Note 10 for additional information related to our 0.75% Convertible Senior Notes due 2016 and related Convertible Note Hedge and Warrants.





(14) SEGMENT INFORMATION


Our reporting segment is 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 CODM currently reviews total company operating results to assess overall performance and allocate resources.


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The following table summarizes the financial performance of our current segment operating profit and a reconciliation to our consolidated operating income for the three months ended June 30, 2015 and 2014 .


Three Months Ended June 30,20152014Segment:Net revenue before revenue deferral$693$775Depreciation(30)(31)Other expenses(603)(659)Segment operating profit6085Reconciliation to consolidated operating income:Other:Revenue deferral(495)(623)Recognition of revenue deferral1,0051,062Amortization of intangibles(13)(17)Acquisition-related contingent consideration—1Stock-based compensation(45)(29)Loss on licensed intellectual property commitment—(122)Other expenses—5Consolidated operating income$512$362





Our segment profit differs from consolidated operating income primarily due to the exclusion of (1) the deferral of net revenue related to online-enabled games (see Note 8 for additional information regarding deferred net revenue (online-enabled games)), (2) certain non-cash costs such as stock-based compensation, (3) acquisition-related expenses such as amortization of intangibles and acquisition-related contingent consideration, and (4) other significant non-recurring costs that may not be indicative of the company’s core business, operating results or future outlook. Our CODM reviews assets on a consolidated basis and not on a segment basis.


Information about our total net revenue by revenue composition and by platform for the three months ended June 30, 2015 and 2014 is presented below (in millions):


Three Months Ended June 30,20152014Packaged goods and other$580$678Digital623536Net revenue$1,203$1,214


Three Months Ended June 30,20152014Platform net revenueXbox One, PlayStation 4$487$293Xbox 360, PlayStation 3293543Other consoles23Total consoles782839PC / Browser253231Mobile145123Other2321Net revenue$1,203$1,214


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Net revenue from unaffiliated customers in North America and internationally for the three months ended June 30, 2015 and 2014 is presented below (in millions):


Three Months Ended June 30,20152014Net revenue from unaffiliated customersNorth America$506$522International697692Net revenue$1,203$1,214





Long-lived assets in North America and internationally as of June 30, 2015 and March 31, 2015 is presented below (in millions):


As of June 30, 2015As ofMarch 31, 2015Long-lived assetsNorth America$1,782$1,809International473474Total$2,255$2,283


We attribute net revenue from external customers to individual countries based on the location of the legal entity that sells the products and/or services. Note that revenue attributed to the legal entity that makes the sale is often not the country where the consumer resides. For example, revenue generated by our Swiss legal entities includes digital revenue from consumers who reside outside of Switzerland, including consumers who reside outside of Europe. Revenue generated by our Swiss legal entities during the three months ended June 30, 2015 and 2014 represented $532 million and $440 million , or 44 percent and 36 percent , of our total net revenue, respectively. Revenue generated in the United States represents over 99 percent of our total North America net revenue. There were no other countries with net revenue greater than 10 percent .


Our direct sales to Microsoft, Sony and Apple represented approximately 15 percent , 14 percent and 12 percent of total net revenue, respectively, during the three months ended June 30, 2015 . Our direct sales to GameStop Corp. represented approximately 11 percent of total net revenue during the three months ended June 30, 2014 , respectively.








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Report of Independent Registered Public Accounting Firm








The Board of Directors and Stockholders


Electronic Arts Inc.:


We have reviewed the accompanying condensed consolidated balance sheet of Electronic Arts Inc. and subsidiaries (the Company) as of July 4, 2015 , and the related condensed consolidated statements of operations, and comprehensive income, for the three-month periods ended July 4, 2015 and June 28, 2014 , and the related condensed consolidated statements of cash flows for the three-month periods ended July 4, 2015 and June 28, 2014. These condensed consolidated financial statements are the responsibility of the Company’s management.


We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.


We have previously audited, in accordance with standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Electronic Arts Inc. and subsidiaries as of March 28, 2015, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated May 21, 2015, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 28, 2015, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.





/s/   KPMG LLP


Santa Clara, CaliforniaAugust 11, 2015


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|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations




CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS


This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, made in this Quarterly Report are forward looking. Examples of forward-looking statements include statements related to industry prospects, our future economic performance including anticipated revenues and expenditures, results of operations or financial position, and other financial items, our business plans and objectives, including our intended product releases, and may include certain assumptions that underlie the forward-looking statements. We use words such as “anticipate,” “believe,” “expect,” “intend,” “estimate” (and the negative of any of these terms), “future” and similar expressions to help identify forward-looking statements. These forward-looking statements are subject to business and economic risk and reflect management’s current expectations, and involve subjects that are inherently uncertain and difficult to predict. Our actual results could differ materially from those in the forward-looking statements. We will not necessarily update information if any forward-looking statement later turns out to be inaccurate. Risks and uncertainties that may affect our future results include, but are not limited to, those discussed in this report under the heading “Risk Factors” in Part II, Item 1A, as well as in our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 as filed with the Securities and Exchange Commission (“SEC”) on May 21, 2015 and in other documents we have filed with the SEC.





OVERVIEW


The following overview is a high-level discussion of our operating results, as well as some of the trends and drivers that affect our business. Management believes that an understanding of these trends and drivers provides important context for our results for the three months ended June 30, 2015 , as well as our future prospects. This summary is not intended to be exhaustive, nor is it intended to be a substitute for the detailed discussion and analysis provided elsewhere in this Form 10-Q, including in the remainder of “Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”),” “Risk Factors,” and the Condensed Consolidated Financial Statements and related Notes. Additional information can be found in the “Business” section of our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 as filed with the SEC on May 21, 2015 and in other documents we have filed with the SEC.


About Electronic Arts


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 the PlayStation 3 and 4 from Sony and the Xbox 360 and Xbox One from  Microsoft), PCs, mobile phones and tablets. We deliver our games and services to our players across multiple platforms, through multiple distribution channels, and directly (online and wirelessly). Some of our games are based on our wholly-owned intellectual property ( e.g. , Battlefield, Mass Effect, Need for Speed, Dragon Age, The Sims, SimCity, 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 develop 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, providers of free-to-download PC games played on the Internet, mobile carriers via streaming and digital downloads and directly through Origin, our own digital distribution platform.


Financial Results


Total net revenue for the three months ended June 30, 2015 was $1,203 million , a decrease of $11 million , or 1 percent , as compared to the three months ended June 30, 2014 . Net revenue for the three months ended June 30, 2015 was driven by FIFA 15 , Madden NFL 15 , and Dragon Age: Inquisition. At June 30, 2015 , deferred net revenue associated with sales of online-enabled games decreased by $508 million as compared to March 31, 2015 , directly increasing the amount of reported net revenue during the three months ended June 30, 2015 . At June 30, 2014 , deferred net revenue associated with sales of online-enabled games decreased by $439 million as compared to March 31, 2014 , directly increasing the amount of reported net revenue during the three months ended June 30, 2014 . Disregarding the impact of the deferred net revenue and the unrecognized cash flow hedging net losses, reported net revenue would have decreased by approximately $82 million , or 11 percent , during the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 .





Net income for the three months ended June 30, 2015 was $442 million as compared to $335 million for the three months ended June 30, 2014 . Diluted earnings per share for the three months ended June 30, 2015 was $1.32 as compared to a diluted earnings per share of $1.04 for the three months ended June 30, 2014 . Net income increased for the three months ended June


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30, 2015 as compared to the three months ended June 30, 2014 primarily as a result of a $183 million increase in gross profit, partially offset by a $48 million increase in income tax expenses and a $33 million increase in operating expenses.





International Operations and Foreign Currency Exchange Impact. International net revenue was $697 million , or 58 percent of total net revenue during the three months ended June 30, 2015 , compared to $692 million , or 57 percent of total net revenue during the three months ended June 30, 2014 , an increase of $5 million , or 1 percent . We estimate that the negative impact of foreign currency exchange rates during the three months ended June 30, 2015 (primarily the U.S. Dollar strengthening against the Euro), decreased reported International net revenue by approximately $49 million , or 7 percent , for the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 . This was partially offset by our related cash flow hedging gains of $11 million. Excluding the $38 million net impact of foreign currency exchange rates and related cash flow hedging activities, we estimate that International net revenue would have increased by approximately $43 million , or 6 percent for the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 . This increase is primarily due to our FIFA and The Sims franchises, and Dragon Age: Inquisition , partially offset by decreased revenue in our Battlefield and Need for Speed franchises, and Titanfall . In addition, our international investments and our cash and cash equivalents denominated in foreign currencies are subject to fluctuations in foreign currency exchange rates and decline in value when the U.S. dollar strengthens against the currencies in which our international investments are denominated.





Trends in Our Business





Digital Transformation . Our business continues to transform from a traditional packaged goods business model to one in which our games and services are sold and delivered via a network connection, with digitally-delivered content, features and services helping to extend the life of the respective game offering. For example, many of our products that traditionally were sold only as packaged goods products can now also be purchased and downloaded via a network connection. We also include digitally-delivered content, features and services as part of the product offering, either made available for free or at additional cost. For example, the Ultimate Team mode incorporated into recent iterations of our FIFA, Madden NFL, NHL and NBA franchises and expansion packs available digitally for our Battlefield and Sims franchises have kept many of our players engaged with those games for longer periods of time. Additionally, our mobile and PC free-to-download games are available solely via digital delivery and are typically monetized through a business model through which we sell incremental content and/or features in discrete transactions. We also provide our EA Access service for the Xbox One which offers players access to a selection of EA games and other benefits for a monthly or annual fee.





We significantly increased our digital net revenue from $1,440 million in fiscal year 2013 to $1,833 million in fiscal year 2014 and $2,199 million during fiscal year 2015. We expect this portion of our business to continue to grow through fiscal year 2016 and beyond.





Console System Transition . We have made and will continue to make significant investments in products and services for the PlayStation 4 from Sony and Xbox One from Microsoft, and we also expect to continue to develop and market products and services for the Microsoft Xbox 360 and the Sony PlayStation 3. Industry sales of major games for these legacy consoles declined significantly during our 2015 fiscal year and we think that this sales decline trend will continue. The success of our products and services for the new-generation consoles depends in part on the commercial success and adequate supply of, as well as our ability to develop commercially successful products and services for, these consoles.





Foreign Currency Exchange Rates. International sales are a fundamental part of our business, and the significant strengthening of the U.S. Dollar during the second half of fiscal year 2015 (particularly relative to the Euro, British pound sterling, Swedish krona and Canadian dollar) had a negative impact on our reported international net revenues, but a positive impact on our reported international operating expenses because these amounts were translated at lower rates in fiscal year 2015 than in fiscal year 2014. While we use foreign currency hedging contracts to mitigate some foreign currency exchange risk, these activities are limited in the protection that they provide us and can themselves result in losses. We currently anticipate foreign currency exchange rates to have a negative impact on our expected reported net revenue in fiscal year 2016 as compared to fiscal year 2015, but the strengthening of the U.S. dollar is expected to have a positive impact on our reported operating expenses as a significant portion of those expenses are incurred outside the United States.





Mobile and PC Free-to-Download Games . The proliferation of mobile phones and tablets has significantly increased the consumer base for mobile games. The broad consumer acceptance of free-to-download business models, which allow consumers to try new games with no up-front cost and pay for additional content or in-game items, has led to growth in the mobile gaming industry. Likewise, the mass introduction and wide consumer acceptance of free-to-download, micro-transaction-based PC games played over the Internet has also broadened our consumer base. We expect revenue generated from mobile and PC free-to-download games to remain an important part of our business.


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We track an estimate of monthly active users (“MAUs”) for our mobile business, which we believe is a useful indicator of player engagement trends for that business. For the three months ended June 30, 2015 , we had average MAUs of over 150 million. MAUs are the aggregate number of individuals who accessed a particular game on a particular device in the last 30 days as of the measurement date. For our calculation, an individual who either plays two of our games on a single device, or the same game on two devices in the relevant period, would be counted as two users. Average MAUs for a particular period is the average of the MAUs at each month-end during that period. MAUs are calculated using internal company data based on tracking the activity of user accounts. We also include in this calculation data provided by our third party publishing partners for certain games that we develop but we exclude information from third party titles that we publish. From time to time, we adjust the calculation for user activity that is inconsistent with our methodology. We believe that the numbers are reasonable estimates of our user base for the applicable period of measurement; however, factors relating to user activity may impact these numbers. Our methodology for calculating MAUs may differ from the methodology used by other companies to calculate this metric.





Concentration of Sales Among the Most Popular Games . In all major segments of our industry, we see a large portion of games sales concentrated on the most popular titles, and many of those titles are sequels of prior games. A significant portion of our revenue has historically been derived from games and services based on a few popular franchises. For example, in fiscal year 2015, net revenue generated from the sale of products and services associated with our three largest franchises accounted for approximately 54% of our net revenue. We expect this trend to continue in fiscal year 2016.





Recent Developments


Stock Repurchase Program. In May 2015, our Board of Directors authorized a new program to repurchase up to $1 billion of our common stock. This new stock repurchase program, which expires on May 31, 2017, supersedes and replaces the stock repurchase authorization approved in May 2014. Under the new program, we may purchase stock in the open market or through privately-negotiated transactions in accordance with applicable securities laws, including pursuant to pre-arranged stock trading plans. The timing and actual amount of the stock repurchases will depend on several factors including price, capital availability, regulatory requirements, alternative investment opportunities and other market conditions. We are not obligated to repurchase any specific number of shares under this program and it may be modified, suspended or discontinued at any time. During the three months ended June 30, 2015 , we repurchased approximately 2.2 million shares for approximately $132 million . We continue to actively repurchase shares.








CRITICAL ACCOUNTING POLICIES AND ESTIMATES


Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, and revenue and expenses during the reporting periods. The policies discussed below are considered by management to be critical because they are not only important to the portrayal of our financial condition and results of operations, but also because application and interpretation of these policies requires both management judgment and estimates of matters that are inherently uncertain and unknown. As a result, actual results may differ materially from our estimates.


Revenue Recognition, Sales Returns and Allowances, and Bad Debt Reserves


We derive revenue principally from sales of interactive software games, and related content (e.g., micro-transactions) and services on (1) video game consoles (such as the PlayStation 3 and 4 from Sony and the Xbox 360 and Xbox One from Microsoft) and PCs, and (2) mobile phones and tablets. We evaluate revenue recognition based on the criteria set forth in FASB Accounting Standards Codification (“ASC”) 605, Revenue Recognition and ASC 985-605, Software: Revenue Recognition . We classify our revenue as either product revenue or service and other revenue.





Product revenue. Our product revenue includes revenue associated with the sale of software games or related content, whether delivered via a physical disc ( e . g ., packaged goods) or delivered digitally via the Internet ( e.g., full-game downloads, extra-content), and licensing of game software to third-parties. Product revenue also includes revenue from mobile full game downloads that do not require our hosting support ( e.g. , premium mobile games), and sales of tangible products such as hardware, peripherals, or collectors’ items.





Service and other revenue. Our service revenue includes revenue recognized from time-based subscriptions and games or related content that requires our hosting support in order to utilize the game or related content ( i.e. , can only be played with an Internet connection). This includes (1) entitlements to content that are accessed through hosting services ( e.g., micro-transactions for Internet-based, social network and free-to-download mobile games), (2) massively multi-player online


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(“MMO”) games (both software game and subscription sales), (3) subscriptions for our Battlefield Premium, EA Access, and Pogo-branded online game services, and (4) allocated service revenue from sales of software games with an online service element ( i.e., “matchmaking” service). Our other revenue includes advertising and non-software licensing revenue.





With respect to the allocated service revenue from sales of software games with a matchmaking service mentioned above, our allocation of proceeds between product and service revenue for presentation purposes is based on management’s best estimate of the selling price of the matchmaking service with the residual value allocated to product revenue. Our estimate of the selling price of the matchmaking service is comprised of several factors including, but not limited to, prior selling prices for the matchmaking service, prices charged separately by other third-party vendors for similar service offerings, and a cost-plus-margin approach. We review the estimated selling price of the online matchmaking service on a regular basis and use this methodology consistently to allocate revenue between product and service for software game sales with a matchmaking service.





We evaluate and recognize revenue when all four of the following criteria are met:





|  |                                                                                                                                                                           
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Evidence of an arrangement. Evidence of an agreement with the customer that reflects the terms and conditions to deliver the related products or services must be present.




|  |                                                                                                                                                               
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Fixed or determinable fee. If a portion of the arrangement fee is not fixed or determinable, we recognize revenue as the amount becomes fixed or determinable.




|  |                                                                                                                                                                                                                                                                                                                            
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Collection is deemed probable. Collection is deemed probable if we expect the customer to be able to pay amounts under the arrangement as those amounts become due. If we determine that collection is not probable as the amounts become due, we generally conclude that collection becomes probable upon cash collection.




|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Delivery. For packaged goods, delivery is considered to occur when a product is shipped and the risk of loss and rewards of ownership have transferred to the customer. For digital downloads, delivery is considered to occur when the software is made available to the customer for download. For services and other, delivery is generally considered to occur as the service is delivered, which is determined based on the underlying service obligation. If there is significant uncertainty of acceptance, revenue is recognized once acceptance is reasonably assured.




Online-Enabled Games





The majority of our software games and related content can be connected to the Internet whereby a consumer may be able to download unspecified content or updates on a when-and-if-available basis (“unspecified updates”) for use with the original game software. In addition, we may also offer an online matchmaking service that permits consumers to play against each other via the Internet without a separate fee. U.S. GAAP requires us to account for the consumer’s right to receive unspecified updates or the matchmaking service for no additional fee as a “bundled” sale, or multiple-element arrangement.





We have an established historical pattern of providing unspecified updates ( e.g., player roster updates to Madden NFL 15 ) to online-enabled games and related content at no additional charge to the consumer. We do not have vendor-specific objective evidence of fair value (“VSOE”) for these unspecified updates, and thus, as required by U.S. GAAP, we recognize revenue from the sale of these online-enabled games and related content over the period we expect to offer the unspecified updates to the consumer (“estimated offering period”).





Estimated Offering Period





Because the offering period is not an explicitly defined period, we must make an estimate of the offering period. Determining the estimated offering period is inherently subjective and is subject to regular revision based on historical online usage. For example, in determining the estimated offering period for unspecified updates associated with our online-enabled games, we consider the period of time consumers are online as online connectivity is required. On an annual basis, we review consumers’ online gameplay of all online-enabled games that have been released 12 to 24 months prior to the evaluation date. For example, if our evaluation date is April 1, 2015, we evaluate all online-enabled games released between April 1, 2013 and March 31, 2014. Based on this population of games, for all players that register the game online within the first six months of release of the game to the general public, we compute the weighted-average number of days for each online-enabled game, based on when a player initially registers the game online to when that player last plays the game online. We then compute the weighted-average number of days for all online-enabled games by multiplying the weighted-average number of days for each online-enabled game by its relative percentage of total units sold from these online-enabled games ( i.e., a game with more units sold will have a higher weighting to the overall computation than a game with fewer units sold). Under a similar computation, we


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also consider the estimated period of time between the date a game unit is sold to a reseller and the date the reseller sells the game unit to an end consumer ( i.e., time in channel). Based on these two calculations we then consider the method of distribution. For example , physical software games sold at retail would have a composite offering period equal to the online gameplay plus time in channel as opposed to digitally distributed software games which are delivered immediately via digital download and thus have no concept of channel. Additionally, we consider results from prior analyses, known and expected online gameplay trends, as well as disclosed service periods for competitors’ games in determining the estimated offering period for future sales.





While we consistently apply this methodology, inherent assumptions used in this methodology include which online-enabled games to sample, whether to use only units that have registered online, whether to weight the number of days for each game, whether to weight the days based on the units sold of each game, determining the period of time between the date of sale to reseller and the date of sale to the consumer and assessing online gameplay trends.


Other Multiple-Element Arrangements


In some of our multiple-element arrangements, we sell tangible products with software and/or software-related offerings. These tangible products are generally either peripherals or ancillary collectors’ items, such as figurines and comic books. Revenue for these arrangements is allocated to each separate unit of accounting for each deliverable using the relative selling prices of each deliverable in the arrangement based on the selling price hierarchy described below. If the arrangement contains more than one software deliverable, the arrangement consideration is allocated to the software deliverables as a group and then allocated to each software deliverable in accordance with ASC 985-605.





We determine the selling price for a tangible product deliverable based on the following selling price hierarchy: VSOE ( i.e. , the price we charge when the tangible product is sold separately) if available, third-party evidence (“TPE”) of fair value ( i.e. , the price charged by others for similar tangible products) if VSOE is not available, or our best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. Determining the BESP is a subjective process that is based on multiple factors including, but not limited to, recent selling prices and related discounts, market conditions, customer classes, sales channels and other factors. In accordance with ASC 605, provided the other three revenue recognition criteria other than delivery have been met, we recognize revenue upon delivery to the customer as we have no further obligations.





We must make assumptions and judgments in order to (1) determine whether and when each element is delivered, (2) determine whether VSOE exists for each undelivered element, and (3) allocate the total price among the various elements, as applicable. Changes to any of these assumptions and judgments, or changes to the elements in the arrangement, could cause a material increase or decrease in the amount of revenue that we report in a particular period.


Principal Agent Considerations


In accordance with ASC 605-45, Revenue Recognition: Principal Agent Considerations , we evaluate sales of our interactive software games via third party storefronts, including digital storefronts such as Xbox Live Marketplace, Sony PSN, Apple App Store, and Google Play, in order to determine whether or not we are acting as the principal or as an agent, which we consider in determining if revenue should be reported gross or net of fees retained by the storefront. Key indicators that we evaluate in determining gross versus net treatment include but are not limited to the following:





|  |                                                                                             
|- | --------------------------------------------------------------------------------------------
|• | The party responsible for delivery/fulfillment of the product or service to the end consumer

|  |                                                                                      
|- | -------------------------------------------------------------------------------------
|• | The party responsible for the billing, collection of fees and refunds to the consumer

|  |                                                                                               
|- | ----------------------------------------------------------------------------------------------
|• | The storefront and Terms of Sale that govern the consumer’s purchase of the product or service

|  |                                                                      
|- | ---------------------------------------------------------------------
|• | The party that sets the pricing with the consumer and has credit risk

Based on the evaluation of the above indicators, we have determined that we are generally acting as an agent and are not considered the primary obligor to consumers for our interactive software games distributed through third party digital storefronts. We therefore recognize revenue related to these arrangements on a net basis.





Sales Returns and Allowances and Bad Debt Reserves





We reduce revenue primarily for estimated future returns and price protection which may occur with our distributors and retailers (“channel partners”). Price protection represents our practice to provide our channel partners with a credit allowance to lower their wholesale price on a particular product in the channel. The amount of the price protection is generally the difference between the old wholesale price and the new reduced wholesale price. In certain countries for our PC and console packaged


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goods software products, we also have a practice of allowing channel partners to return older software products in the channel in exchange for a credit allowance. As a general practice, we do not give cash refunds.





When evaluating the adequacy of sales returns and price protection allowances, we analyze the following: historical credit allowances, current sell-through of our channel partners’ inventory of our software products, current trends in retail and the video game industry, changes in customer demand, acceptance of our software products, and other related factors. In addition, we monitor the volume of sales to our channel partners and their inventories, as substantial overstocking in the distribution channel could result in high returns or higher price protection in subsequent periods.





In the future, actual returns and price protections may materially exceed our estimates as unsold software products in the distribution channels are exposed to rapid changes in consumer preferences, market conditions or technological obsolescence due to new platforms, product updates or competing software products. While we believe we can make reliable estimates regarding these matters, these estimates are inherently subjective. Accordingly, if our estimates change, our returns and price protection allowances would change and would impact the total net revenue, accounts receivable and deferred net revenue that we report.





We determine our allowance for doubtful accounts by evaluating the following: customer creditworthiness, current economic trends, historical experience, age of current accounts receivable balances, and changes in financial condition or payment terms of our customers. Significant management judgment is required to estimate our allowance for doubtful accounts in any accounting period. The amount and timing of our bad debt expense and cash collection could change significantly as a result of a change in any of the evaluation factors mentioned above.


Fair Value Estimates


The preparation of financial statements in conformity with U.S. GAAP often requires us to determine the fair value of a particular item in order to fairly present our financial statements. Without an independent market or another representative transaction, determining the fair value of a particular item requires us to make several assumptions that are inherently difficult to predict and can have a material impact on the accounting.





There are various valuation techniques used to estimate fair value. These include (1) the market approach where market transactions for identical or comparable assets or liabilities are used to determine the fair value, (2) the income approach, which uses valuation techniques to convert future amounts (for example, future cash flows or future earnings) to a single present value amount, and (3) the cost approach, which is based on the amount that would be required to replace an asset. For many of our fair value estimates, including our estimates of the fair value of acquired intangible assets, we use the income approach. Using the income approach requires the use of financial models, which require us to make various estimates including, but not limited to (1) the potential future cash flows for the asset or liability being measured, (2) the timing of receipt or payment of those future cash flows, (3) the time value of money associated with the expected receipt or payment of such cash flows, and (4) the inherent risk associated with the cash flows (risk premium). Making these cash flow estimates is inherently difficult and subjective, and if any of the estimates used to determine the fair value using the income approach turns out to be inaccurate, our financial results may be negatively impacted. Furthermore, relatively small changes in many of these estimates can have a significant impact to the estimated fair value resulting from the financial models or the related accounting conclusion reached. For example, a relatively small change in the estimated fair value of an asset may change a conclusion as to whether an asset is impaired.





While we are required to make certain fair value assessments associated with the accounting for several types of transactions, the following areas are the most sensitive to these assessments:





Assessment of Impairment of Goodwill, Intangibles, and Other Long-Lived Assets.  Current accounting standards require that we assess the recoverability of our finite lived acquisition-related intangible assets and other long-lived assets whenever events or changes in circumstances indicate the remaining value of the assets recorded on our Condensed Consolidated Balance Sheets is potentially impaired. In order to determine if a potential impairment has occurred, management must make various assumptions about the estimated fair value of the asset by evaluating future business prospects and estimated future cash flows. For some assets, our estimated fair value is dependent upon predicting which of our products will be successful. This success is dependent upon several factors, such as which operating platforms will be successful in the marketplace. Also, our revenue and earnings are dependent on our ability to meet our product release schedules. Judgments and assumptions about future cash flows and remaining useful lives are complex and often subjective. They can be affected by a variety of factors, including but not limited to, significant negative industry or economic trends, significant changes in the manner of our use of the assets or the strategy of our overall business and significant under-performance relative to projected future operating results. When we


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consider such assets to be impaired, the amount of impairment we recognize is measured by the amount by which the carrying amount of the asset exceeds its fair value.





In assessing impairment on our goodwill, we first analyze qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The qualitative factors we assess include long-term prospects of our performance, share price trends and market capitalization, and Company specific events. If we conclude it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, we do not need to perform the two-step impairment test. If based on that assessment, we believe it is more likely than not that the fair value of the reporting unit is less than its carrying value, a two-step goodwill impairment test will be performed. 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 the individual assets and liabilities within each reporting unit. Reporting units are determined by the components of operating segments that constitute a business for which (1) discrete financial information is available, (2) segment management regularly reviews the operating results of that component, and (3) whether the component has dissimilar economic characteristics to other components.





As of our last annual assessment of goodwill in the fourth quarter of fiscal year 2015, we determined that it was more likely than not that the fair value of our reporting unit exceeded its carrying amount and, as such, we did not need to perform the two-step impairment test. We have not identified any indicators of impairment since that assessment.





Our business consists of developing, marketing and distributing video game software content and services using both established and emerging intellectual properties and our forecasts for emerging intellectual properties are based upon internal estimates and external sources rather than historical information and have an inherently higher risk of inaccuracy. If future forecasts are revised, they may indicate or require future impairment charges. We base our fair value estimates on assumptions we believe to be reasonable, but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.





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 generally at the greater of the contractual rate or an effective royalty rate based on the total projected net revenue for contracts with guaranteed minimums. Significant judgment is required to estimate the effective royalty rate for a particular contract. Because the computation of effective royalty rates requires us to project future revenue, it is inherently subjective as our future revenue projections must anticipate a number of factors, including (1) the total number of titles subject to the contract, (2) the timing of the release of these titles, (3) the number of software units and amount of extra content that we expect to sell, which can be impacted by a number of variables, including product quality, number of platforms we release on, the timing of the title’s release and competition, and (4) future pricing. Determining the effective royalty rate for our titles is particularly challenging due to the inherent difficulty in predicting the popularity of entertainment products. Furthermore, if we conclude that we are unable to make a reasonably reliable forecast of projected net revenue, we recognize royalty expense at the greater of contract rate or on a straight-line basis over the term of the contract. Accordingly, if our future revenue projections change, our effective royalty rates would change, which could impact the amount and timing of royalty expense we recognize.





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


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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 and service 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 using undiscounted cash flows when impairment indicators exist. If impairment exists, then the assets are written down to fair value. 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.


Income Taxes


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 carryforwards. 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. Therefore, cumulative losses weigh heavily in the overall assessment.


In addition to considering forecasts of future taxable income, we are also required to evaluate and quantify other possible sources of taxable income in order to assess the realization of our deferred tax assets, namely the reversal of existing deferred tax liabilities, the carry back of losses and credits as allowed under current tax law, and the implementation of tax planning strategies. Evaluating and quantifying these amounts involves significant judgments. Each source of income must be evaluated based on all positive and negative evidence; this evaluation involves assumptions about future activity. Certain taxable temporary differences that are not expected to reverse during the carry forward periods permitted by tax law cannot be considered as a source of future taxable income that may be available to realize the benefit of deferred tax assets.


In fiscal year 2015, we reported U.S. pre-tax income, compared to pre-tax losses in each of the last seven fiscal years. We have not yet been able to establish a sustained level of profitability in the U.S. or other sufficient significant positive evidence to conclude that our U.S. deferred tax assets are more likely than not to be realized. Therefore, we continue to maintain a valuation allowance against most of our U.S. deferred tax assets. It is reasonably possible that in fiscal year 2016 we will establish a sustained level of profitability in the U.S.  As a result, it is possible that a significant portion of the $539 million valuation allowance recorded against our U.S. deferred tax assets at March 31, 2015 could be reversed by the end of fiscal year 2016.


In the ordinary course of our business, there are many transactions and calculations where the tax law and ultimate tax determination is uncertain. As part of the process of preparing our Condensed Consolidated Financial Statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate prior to the completion and filing of tax returns for such periods. This process requires estimating both our geographic mix of income and our uncertain tax positions in each jurisdiction where we operate. These estimates involve complex issues and require us to make judgments about the likely application of the tax law to our situation, as well as with respect to other matters, such as anticipating the positions that we will take on tax returns prior to our actually preparing the returns and the outcomes of disputes with tax authorities. The ultimate resolution of these issues may take extended periods of time due to examinations by tax authorities and statutes of limitations. In addition, changes in our business, including acquisitions, changes in our international corporate structure, changes in the geographic location of business functions or assets, changes in the geographic mix and amount of income, as well as changes in our agreements with tax authorities, valuation allowances, applicable accounting rules, applicable tax laws and regulations, rulings and interpretations thereof, developments in tax audit and other matters, and variations in the estimated and actual level of annual pre-tax income can affect the overall effective income tax rate.





RESULTS OF OPERATIONS


Our fiscal year is reported on a 52- or 53-week period that ends on the Saturday nearest March 31. Our results of operations for the fiscal year ending March 31, 2016 contains 53 weeks and ends on April 2, 2016. Our results of operations for the fiscal year ended March 31, 2015 contained 52 weeks and ended on March 28, 2015. Our results of operations for the three months ended June 30, 2015 contained 14 weeks and ended on July 4, 2015 . Our results of operations for the three months ended June 30, 2014 contained 13 weeks and ended on June 28, 2014. For simplicity of disclosure, all fiscal periods are referred to as ending on a calendar month end.


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Net Revenue


Net revenue consists of sales generated from (1) video games sold as packaged goods or as digital downloads and designed for play on video game consoles (such as the PlayStation 3 and 4 from Sony and the Xbox 360 and One from Microsoft) and PCs, (2) video games for mobile phones and tablets, (3) separate software products and content and online game services associated with these products, (4) licensing our game software to third parties, (5) allowing other companies to manufacture and sell our products in conjunction with other products, and (6) advertisements on our online web pages and in our games.





We provide two different measures of our Net Revenue. One of these measures is presented in accordance with U.S. GAAP - Net Revenue by Product revenue and Service and other revenue. The second measure is a non-GAAP financial measure - Net Revenue before Revenue Deferral by Revenue Composition, which is primarily based on method of distribution. We use this second non-GAAP financial measure internally to evaluate our operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of our management team.





Management places a greater emphasis and focus on assessing our business through a review of the Net Revenue before Revenue Deferral by Revenue Composition than by Net Revenue by Product revenue and Service and other revenue. These two measures differ as (1) Net Revenue by Product revenue and Service and other revenue reflects the deferral and recognition of revenue in periods subsequent to the date of sale due to U.S. GAAP while Net Revenue before Revenue Deferral by Revenue Composition does not, and (2) both measures contain a different aggregation of sales from one another. For instance, Service and other revenue does not include a portion of our full-game digital download and mobile sales that are fully included in our Digital revenue. Further, Service and other revenue includes all of our revenue associated with MMO games while software sales associated with our MMOs are included in either Digital revenue or Packaged goods and other revenue depending on whether the sale was a full-game digital download or a packaged goods sale.





Net Revenue Quarterly Analysis





Net Revenue





For the three months ended June 30, 2015 , net revenue was $1,203 million and decreased $11 million , or 1 percent , as compared to the three months ended June 30, 2014 . This decrease was driven by a $303 million decrease in revenue primarily from the Battlefield and Need for Speed franchises, and Titanfall. This decrease was partially offset by a $292 million increase in revenue primarily from the FIFA and The Sims franchises, and Dragon Age: Inquisition.





Net Revenue by Product Revenue and Service and Other Revenue





Our net revenue by product revenue and service and other revenue for the three months ended June 30, 2015 and 2014 was as follows (in millions):


Three Months Ended June 30,20152014$ Change% ChangeNet revenue:Product$743$757$(14)(2)%Service and other46045731%Total net revenue$1,203$1,214$(11)(1)%





Product Revenue





For the three months ended June 30, 2015 , product revenue was $743 million , primarily driven by FIFA 15,  Madden NFL 15, and Dragon Age: Inquisition . Product revenue decreased  $14 million , or 2 percent , as compared to the three months ended June 30, 2014 . This decrease was driven by a $217 million decrease primarily from the Battlefield and Need for Speed franchises. This decrease was partially offset by a $203 million increase primarily from Dragon Age: Inquisition, and the FIFA and The Sims  franchises.


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Service and Other Revenue


For the three months ended June 30, 2015 , service and other revenue was $460 million , primarily driven by FIFA Ultimate Team, Madden Ultimate Team, and Star Wars: The Old Republic. Service and other revenue for the three months ended June 30, 2015  increased  $3 million , or 1 percent , as compared to the three months ended June 30, 2014 . This increase was driven by a $103 million increase primarily from the Madden, SimCity, and FIFA franchises. This increase was partially offset by a $100 million decrease primarily from Titanfall, Battlefield 4 Premium, and The Simpons: Tapped Out.


Supplemental Non-GAAP Net Revenue by Revenue Composition


As we continue to evolve our business and more of our products are delivered to consumers digitally via the Internet, we place a greater emphasis and focus on assessing our business through a review of net revenue by revenue composition.





Net Revenue before Revenue Deferral, a non-GAAP financial measure that excludes the impact of Revenue Deferral and the Recognition of Revenue Deferral on Net Revenue related to sales of online-enabled games and content, is provided in this section of MD&A, including a discussion of the components of this measure: (1) packaged goods and other and (2) the components that comprise our digital revenue. A reconciliation to the corresponding measure calculated in accordance with U.S. GAAP is provided in the discussion below.





“Revenue Deferral” in this “Net Revenue” section generally relates to sales of online-enabled games and content for which we do not have VSOE for unspecified updates to be delivered after the initial sale or for which we have a continuing service obligation. Fluctuations in the Revenue Deferral are largely dependent upon the amounts of products that we sell with the online features and services previously discussed, while the Recognition of Revenue Deferral for a period is also dependent upon (1) the amount deferred, (2) the period of time the software-related offerings and service obligations are to be provided, and (3) the timing of the sale.





Our sales are generally deferred and recognized 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 delivered games and content, and therefore, the related revenue recognized during the fiscal quarter ended June 30 is primarily due to sales that occurred during the preceding six-month period for digitally delivered games and content, and the preceding nine-month period for physical games sold through retail. Consequently, most Revenue Deferrals incurred in the first quarter of a fiscal year are recognized within the same fiscal year; however, substantially all of the Revenue Deferrals incurred in the last month of a fiscal year will be recognized in the subsequent fiscal year.





We believe that excluding the impact of Revenue Deferral and the Recognition of Revenue Deferral related to online-enabled games and content from our operating results is important to facilitate comparisons between periods in understanding our underlying sales performance for the period, and understanding our operations because all related costs of revenues are expensed as incurred instead of deferred and recognized ratably. We use this non-GAAP financial measure internally to evaluate our operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of our management team. While we believe that this non-GAAP financial measure is useful in evaluating our business, this information should be considered as supplemental in nature and is not meant to be considered in isolation from or as a substitute for the related financial information prepared in accordance with GAAP. In addition, this non-GAAP financial measure may not be the same as non-GAAP financial measures presented by other companies.





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Our non-GAAP net revenue by revenue composition and the reconciliation to net revenue for the three months ended June 30, 2015 and 2014 was as follows (in millions):


Three Months Ended June 30,20152014$ Change% ChangePackaged goods and other$161$293$(132)(45)%Full game downloads84711318%Extra content2552114421%Subscriptions, advertising, and other7180(9)(11)%Mobile12212022%Total Digital5324825010%Net Revenue before Revenue Deferral (Non-GAAP Net Revenue)$693$775$(82)(11)%Revenue Deferral(495)(623)12821%Recognition of Revenue Deferral1,0051,062(57)(5)%Change in deferred net revenue (online-enabled games)5104397116%Total net revenue$1,203$1,214$(11)(1)%





Net Revenue before Revenue Deferral





Packaged goods and other





Packaged goods revenue includes sales of software that is distributed physically. This includes (1) sales of our internally-developed and co-published game software distributed physically through traditional channels such as brick and mortar retailers, (2) our software licensing revenue from third parties (for example, makers of personal computers or computer accessories) who include certain of our products for sale with their products (“OEM bundles”), and (3) sales through our Switzerland distribution business. Other revenue includes our non-software licensing revenue.





For the three months ended June 30, 2015 , packaged goods and other Net Revenue before Revenue Deferral was $161 million , primarily driven by FIFA 15 , Battlefield Hardline, and The Sims 4 . Packaged goods and other Net Revenue before Revenue Deferral for the three months ended June 30, 2015  decreased  $132 million , or 45 percent , as compared to the three months ended June 30, 2014 . This decrease was driven by a $180 million decrease in sales primarily from Titanfall, and the FIFA World Cup and UFC franchises. This decrease was partially offset by a $48 million increase in sales primarily from the Battlefield and The Sims franchises, and Dragon Age: Inquisition.





Digital





Digital revenue includes sales of software distributed through direct download via the Internet. This includes full-game downloads, extra content, subscriptions, advertising and other, and mobile revenue. Digital revenue includes internally-developed and co-published game software distributed through our direct-to-consumer platform Origin, distributed wirelessly through mobile carriers, or licensed to our third-party publishing partners who distribute our games digitally. Full-game downloads are generally classified as product revenue with the exception of our MMO and full game downloads related to games that require our hosting support in order to utilize the game or related content ( e.g.  Titanfall and Plants vs. Zombies: Garden Warfare ), which are classified as service revenue. Subscriptions, advertising and other revenue and free-to-download mobile games are each generally classified as service and other revenue.





For the three months ended June 30, 2015 , digital Net Revenue before Revenue Deferral was $532 million , an increase of $ 50 million , or 10 percent , as compared to the three months ended June 30, 2014 . This increase is due to (1) a $13 million or 18 percent increase in full-game download sales primarily driven by Battlefield Hardline, Dragon Age: Inquisition, and The Sims 4, (2) a $44 million or 21 percent increase in extra content and free-to-download sales primarily driven by FIFA Online 3 in China, and (3) a $2 million or 2 percent increase in mobile revenue . These increases were partially offset by a $9 million or 11 percent decrease in subscription sales primarily driven by Battlefield 4 Premium.


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Revenue Deferral





Revenue Deferral for the three months ended June 30, 2015 decreased $128 million , or 21 percent , as compared to the three months ended June 30, 2014 . This decrease was primarily due to an $82 million decrease in Net Revenue before Revenue Deferral related to our packaged goods and other and digital sales during the three months ended June 30, 2015 as compared to three months ended June 30, 2014 .





Recognition of Revenue Deferral





The Recognition of Revenue Deferral for the three months ended June 30, 2015  decreased  $57 million , or 5 percent , as compared to the three months ended June 30, 2014 . This decrease was primarily due to an overall decrease in digital and packaged goods sales during the preceding six and nine-month period.





Cost of Revenue





Cost of revenue for the three months ended June 30, 2015 and 2014 was as follows (in millions):


June 30, 2015% ofRelatedNet RevenueJune 30, 2014% ofRelatedNet Revenue% ChangeChange as a% of RelatedNet RevenueCost of revenue:Product$9412.7%$25233.3%(62.7)%(20.6)%Service and other7917.2%11525.2%(31.3)%(8.0)%Total cost of revenue$17314.4%$36730.2%(52.9)%(15.8)%





Cost of Product Revenue


Cost of product revenue consists of (1) product costs, (2) certain royalty expenses for celebrities, professional sports and other organizations, and independent software developers, (3) manufacturing royalties, net of volume discounts and other vendor reimbursements, (4) expenses for defective products, (5) write-offs of post launch prepaid royalty costs and losses on previously unrecognized licensed intellectual property commitments, (6) amortization of certain intangible assets, (7) personnel-related costs, and (8) warehousing and distribution costs. We generally recognize volume discounts when they are earned from the manufacturer (typically in connection with the achievement of unit-based milestones); whereas other vendor reimbursements are generally recognized as the related revenue is recognized.


Cost of product revenue decreased by $158 million , or 62.7 percent in the three months ended June 30, 2015 , as compared to the three months ended June 30, 2014 . Cost of product revenue decreased primarily due to a loss of $122 million on previously unrecognized licensed intellectual property commitment recognized during the three months ended June 30, 2014. Excluding the impact of the $122 million loss, cost of product revenue decreased $36 million, or 27.7 percent, primarily due to a decline in our packaged goods sales (i.e. Net Revenue before Revenue Deferral) during the three months ended June 30, 2015 , as compared to the three months ended June 30, 2014 .





Cost of Service and Other Revenue


Cost of service and other revenue consists primarily of (1) royalty costs, (2) data center, bandwidth and server costs associated with hosting our online games and websites, (3) platform processing fees from operating our website-based games on third party platforms, and (4) credit card fees associated with our service revenue.





Cost of service and other revenue decreased by $36 million , or 31.3 percent in the three months ended June 30, 2015 , as compared to the three months ended June 30, 2014 . The decrease was primarily due to a decrease in royalty and product costs due to Titanfall for the Xbox 360, which launched in the first quarter of fiscal year 2015 , and no game launches during the three months ended June 30, 2015 .





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Total Cost of Revenue as a Percentage of Total Net Revenue


During the three months ended June 30, 2015 , total cost of revenue as a percentage of total net revenue decreased by 15.8 percent as compared to the three months ended June 30, 2014 . Excluding the loss of $122 million on previously unrecognized license intellectual property recognized during the three months ended June 30, 2014, total cost of revenue as a percentage of total net revenue decreased 5.8 percent primarily due to a decline in our our packaged goods and other sales (i.e. Net Revenue before Revenue Deferral) during the three months ended June 30, 2015 as there was no console game launches during the quarter compared to three console game launches during the three months ended June 30, 2014 .





Research and Development


Research and development expenses consist of expenses incurred by our production studios for personnel-related costs, related overhead costs, contracted services, depreciation and any impairment of prepaid royalties for pre-launch products. Research and development expenses for our online products include expenses incurred by our studios consisting of direct development and related overhead costs in connection with the development and production of our online games. Research and development expenses also include expenses associated with our digital platform, software licenses and maintenance, and management overhead.


Research and development expenses for the three months ended June 30, 2015 and 2014 were as follows (in millions):


June 30, 2015% of NetRevenueJune 30, 2014% of NetRevenue$ Change% ChangeThree months ended$29625%$26522%$3112%





Research and development expenses increased by $31 million , or 12 percent , during the three months ended June 30, 2015 , as compared to the three months ended June 30, 2014 . Excluding the $20 million positive impact of foreign currency exchange rates, we estimate that research and development would have increased by $51 million. This $51 million increase was primarily due to (1) a $21 million increase in personnel-related costs resulting from higher payroll taxes as well as the quarter ended June 30, 2015 containing 14 weeks as compared to 13 weeks in the prior fiscal year, (2) a $10 million increase in stock-based compensation, (3) a $6 million increase in contracted services as a result of higher development contracted services in fiscal year 2016  as compared to the prior fiscal year, and (4) an increase of $3 million due to losses from our cash flow hedging activities incurred during the three months ended June 30, 2015.





Marketing and Sales


Marketing and sales expenses consist of personnel-related costs, related overhead costs, advertising, marketing and promotional expenses, net of qualified advertising cost reimbursements from third parties.


Marketing and sales expenses for the three months ended June 30, 2015 and 2014 were as follows (in millions):


June 30, 2015% of NetRevenueJune 30, 2014% of NetRevenue$ Change% ChangeThree months ended$12310%$13011%$(7)(5)%


Marketing and sales expenses decreased by $7 million , or 5 percent , during the three months ended June 30, 2015 , as compared to the three months ended June 30, 2014 , primarily due to a $9 million decrease in contracted services due to no console game launches during the quarter as compared to three console game launches in the same period in the prior year.





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General and Administrative


General and administrative expenses consist of personnel and related expenses of executive and administrative staff, corporate functions such as finance, legal, human resources, and information technology (“IT”), related overhead costs, fees for professional services such as legal and accounting, and allowances for doubtful accounts.


General and administrative expenses for the three months ended June 30, 2015 and 2014 were as follows (in millions):


June 30, 2015% of NetRevenueJune 30, 2014% of NetRevenue$ Change% ChangeThree months ended$988%$887%$1011%


General and administrative expenses increased by $10 million , or 11 percent , primarily due to a $5 million increase in personnel-related costs resulting from the quarter ended June 30, 2015 containing 14 weeks as compared to 13 weeks in the prior fiscal year and a $5 million increase in stock-based compensation.





Income Taxes


Provision for income taxes for the three months ended June 30, 2015 and 2014 were as follows (in millions): June 30, 2015Effective Tax RateJune 30, 2014Effective Tax RateThree months ended$6713.2%$195.4%


Our effective tax rate for the three months ended June 30, 2015 was 13.2 percent as compared to 5.4 percent for the same period of fiscal year 2015. The effective tax rate for the three months ended June 30, 2015 and 2014 was reduced, when compared to the statutory rate of 35.0 percent, by 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. Conversely, the effective tax rate was increased due to a discrete expense of $40 million and $12 million recorded in the three months ended June 30, 2015 and 2014 , respectively, for excess tax benefits from stock-based compensation deductions allocated directly to contributed capital. The effective tax rate for the three months ended June 30, 2015 differs from the same period in fiscal year 2015 primarily due to the increase in the discrete expense for excess tax benefits from stock-based compensation deductions.


Historically, we have considered undistributed earnings of our foreign subsidiaries to be indefinitely reinvested outside of the United States and, accordingly, no U.S. taxes have been provided thereon. We currently intend to continue to indefinitely reinvest the undistributed earnings of our foreign subsidiaries outside of the United States.


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LIQUIDITY AND CAPITAL RESOURCES





(In millions)As of June 30, 2015As of March 31, 2015Increase/(Decrease)Cash and cash equivalents$1,810$2,068$(258)Short-term investments1,069953116Total$2,879$3,021$(142)Percentage of total assets50%49%


Three Months Ended June 30,(In millions)20152014ChangeCash provided by (used in) operating activities$(71)$4$(75)Cash used in investing activities(140)(207)67Cash used in financing activities(47)(33)(14)Effect of foreign exchange on cash and cash equivalents—8(8)Net decrease in cash and cash equivalents$(258)$(228)$(30)


Changes in Cash Flow


Operating Activities. Cash used in operating activities increased $75 million during the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 . The change is primarily due to an $82 million decrease in Net Revenue before Revenue Deferral and an $18 million net increase in research and development, marketing and sales, and general and administrative expenses, which excludes the increase in non-cash stock-based compensation expense of $16 million, during the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 .


Investing Activities. Cash used in investing activities decreased  $67 million during the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 primarily driven by a $94 million increase in proceeds from the sales and maturities of short-term investments. This was partially offset by a $30 million increase in purchase of short-term investments.


Financing Activities. Cash used in financing activities increased  $14 million during the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 primarily due to an $82 million increase in repurchases and retirement of common stock. This was offset by (1) a $40 million increase in proceeds from the exercise of stock options, and (2) a $28 million increase in excess tax benefit from stock compensation recognized during the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 .


Short-term Investments


Due to our mix of fixed and variable rate securities, our short-term investment portfolio is susceptible to changes in short-term interest rates. As of June 30, 2015 , our short-term investments had gross unrealized gains of less than $1 million , or less than 1 percent of the total in short-term investments, and gross unrealized losses of less than $1 million , or less than 1 percent of the total in short-term investments. From time to time, we may liquidate some or all of our short-term investments to fund operational needs or other activities, such as capital expenditures, business acquisitions, debt repayment obligations, or stock repurchase programs. Depending on which short-term investments we liquidate to fund these activities, we could recognize a portion, or all, of the gross unrealized gains or losses.





Financing Arrangement


In July 2011 , we issued $632.5 million aggregate principal amount of 0.75% Convertible Senior Notes due 2016 (the “Notes”). We used the net proceeds of the Notes to finance the cash consideration of our acquisition of PopCap, which closed in August 2011. The Notes will mature on July 15, 2016, unless purchased earlier or converted in accordance with their terms prior to such date.


During the quarter ended June 30, 2015 , the market value of our common stock exceeded the conversion trigger price of $41.26 per share for at least 20 trading days of the 30 consecutive trading days preceding quarter end. As a result, the Notes are convertible at the option of the holder through October 3, 2015. During the quarter ending September 30, 2015, we will repay in cash an aggregate principal amount of at least $170 million related to conversions of our Notes. If our stock price continues to exceed the conversion price of the Notes, we may continue to receive early conversion notices of the Notes prior to the


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scheduled maturity date. See Note 10 - Financing Arrangements to the Condensed Consolidated Financial Statements as it relates to the Notes, the convertibility of the Notes, and the Convertible Note Hedge and Warrants, which is incorporated by reference into this Item 2.


Credit Facility


On March 19, 2015 , we entered into a new $500 million senior unsecured revolving credit facility with a syndicate of banks. As of June 30, 2015 , no amounts were outstanding under the credit facility. See Note 10 - Financing Arrangements to the Condensed Consolidated Financial Statements in this Form 10-Q as it relates to our credit facility, which is incorporated by reference into this Item 2.


Financial Condition


We believe that our cash, cash equivalents, short-term investments, cash generated from operations and available financing facilities will be sufficient to meet our operating requirements for at least the next 12 months, including working capital requirements, capital expenditures, debt repayment obligations, and potentially, future acquisitions, stock repurchases, or strategic investments. We may choose at any time to raise additional capital to strengthen our financial position, facilitate expansion, repurchase our stock, pursue strategic acquisitions and investments, and/or to take advantage of business opportunities as they arise. There can be no assurance, however, that such additional capital will be available to us on favorable terms, if at all, or that it will not result in substantial dilution to our existing stockholders.


As of June 30, 2015 , approximately $1,047 million of our cash, cash equivalents, and short-term investments were domiciled in foreign tax jurisdictions. While we have no plans to repatriate these funds to the United States in the short term, if we choose to do so, we may be required to accrue and pay additional taxes on any portion of the repatriation where no United States income tax had been previously provided.


In May 2015, our Board of Directors authorized a new program to repurchase up to $1 billion of our common stock. This new stock repurchase program, which expires on May 31, 2017, supersedes and replaces the stock repurchase authorization approved in May 2014.  Under this program, we may purchase stock in the open market or through privately-negotiated transactions in accordance with applicable securities laws, including pursuant to pre-arranged stock trading plans. The timing and actual amount of the stock repurchases will depend on several factors including price, capital availability, regulatory requirements, alternative investment opportunities and other market conditions. We are not obligated to repurchase any specific number of shares under this program and it may be modified, suspended or discontinued at any time. During the three months ended June 30, 2015 , we repurchased approximately 2.2 million shares for approximately $132 million . We continue to actively repurchase shares.


We have a “shelf” registration statement on Form S-3 on file with the SEC. This shelf registration statement, which includes a base prospectus, allows us at any time to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in a prospectus supplement accompanying the base prospectus, we would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes, including, but not limited to, working capital, financing capital expenditures, research and development, marketing and distribution efforts, debt repayment obligations, stock repurchase programs, and if opportunities arise, for acquisitions or strategic alliances. Pending such uses, we may invest the net proceeds in interest-bearing securities. In addition, we may conduct concurrent or other financings at any time.


Our ability to maintain sufficient liquidity could be affected by various risks and uncertainties including, but not limited to, those related to customer demand and acceptance of our products, our ability to collect our accounts receivable as they become due, successfully achieving our product release schedules and attaining our forecasted sales objectives, the impact of acquisitions and other strategic transactions in which we may engage, the impact of competition, economic conditions in the United States and abroad, the seasonal and cyclical nature of our business and operating results, risks of product returns and the other risks described in the “Risk Factors” section, included in Part II, Item 1A of this report.


Contractual Obligations and Commercial Commitments


Note 11 - Commitments and Contingencies to the Condensed Consolidated Financial Statements in this Form 10-Q as it relates to our contractual obligations and commercial commitments is incorporated by reference into this Item 2.





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OFF-BALANCE SHEET COMMITMENTS


As of June 30, 2015 , we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues and expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.











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Item 3:     Quantitative and Qualitative Disclosures About Market Risk


MARKET RISK


We are exposed to various market risks, including changes in foreign currency exchange rates, interest rates and market prices, which have experienced significant volatility. Market risk is the potential loss arising from changes in market rates and market prices. We employ established policies and practices to manage these risks. Foreign currency forward contracts are used to hedge anticipated exposures or mitigate some existing exposures subject to foreign exchange risk as discussed below. While we do not hedge our short-term investment portfolio, we protect our short-term investment portfolio against different market risks, including interest rate risk as discussed below. Our cash and cash equivalents portfolio consists of highly liquid investments with insignificant interest rate risk and original or remaining maturities of three months or less at the time of purchase. We do not enter into derivatives or other financial instruments for speculative trading purposes and do not hedge our market price risk relating to marketable equity securities, if any.


Foreign Currency Exchange Rate Risk





Foreign Currency Exchange Rates. International sales are a fundamental part of our business, and we currently anticipate foreign currency exchange rates to have a negative impact on our expected reported net revenue (particularly relative to the Euro and British pound sterling) in fiscal year 2016 as compared to fiscal year 2015, but the strengthening of the U.S. dollar is expected to have a positive impact on our reported operating expenses (particularly Swedish krona and Canadian dollar) as a significant portion of those expenses are incurred outside the United States. While we use foreign currency hedging contracts to mitigate some foreign currency exchange risk, these activities are limited in the protection that they provide us and can themselves result in losses.


Cash Flow Hedging Activities. From time to time, we hedge a portion of our foreign currency risk related to forecasted foreign-currency-denominated sales and expense transactions by purchasing foreign currency forward contracts that generally have maturities of 18 months or less. These transactions are designated and qualify as cash flow hedges. Our hedging programs are designed to reduce, but do not entirely eliminate, the impact of currency exchange rate movements in net revenue and research and development expenses.


Balance Sheet Hedging Activities . We use foreign currency forward contracts to mitigate foreign currency risk associated with foreign-currency-denominated monetary assets and liabilities, primarily intercompany receivables and payables. The foreign currency forward contracts generally have a contractual term of three months or less and are transacted near month-end.


We believe the counterparties to our foreign currency forward contracts are creditworthy multinational commercial banks. While we believe the risk of counterparty nonperformance is not material, a sustained decline in the financial stability of financial institutions as a result of disruption in the financial markets could affect our ability to secure creditworthy counterparties for our foreign currency hedging programs.


Notwithstanding our efforts to mitigate some foreign currency exchange rate risks, there can be no assurance that our hedging activities will adequately protect us against the risks associated with foreign currency fluctuations. As of June 30, 2015 , a hypothetical adverse foreign currency exchange rate movement of 10 percent or 20 percent would have resulted in declines in the fair value on our foreign currency forward contracts used in cash flow hedging of $75 million and $150 million , respectively. As of June 30, 2015 , a hypothetical adverse foreign currency exchange rate movement of 10 percent or 20 percent would have resulted in declines in the fair value on our foreign currency forward contracts used in balance sheet hedging of $17 million and $33 million , respectively. This sensitivity analysis assumes an adverse shift of all foreign currency exchange rates; however, all foreign currency exchange rates do not always move in such manner and actual results may differ materially. See Note 4 - Derivative Financial Instruments to the Condensed Consolidated Financial Statements in this Form 10-Q as it relates to our derivative financial instruments, which is incorporated by reference into this Item 3.


Interest Rate Risk


Our exposure to market risk for changes in interest rates relates primarily to our short-term investment portfolio. We manage our interest rate risk by maintaining an investment portfolio generally consisting of debt instruments of high credit quality and relatively short maturities. However, because short-term investments mature relatively quickly and are required to be reinvested at the then-current market rates, interest income on a portfolio consisting of short-term investments is more subject to market fluctuations than a portfolio of longer term investments. Additionally, the contractual terms of the investments do not permit the issuer to call, prepay or otherwise settle the investments at prices less than the stated par value. Our investments are held for purposes other than trading. Also, we do not use derivative financial instruments in our short-term investment portfolio.


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As of June 30, 2015 , our short-term investments were classified as available-for-sale securities and, consequently, were recorded at fair value with unrealized gains or losses resulting from changes in fair value reported as a separate component of accumulated other comprehensive income, net of tax, in stockholders’ equity.





Notwithstanding our efforts to manage interest rate risks, there can be no assurance that we will be adequately protected against risks associated with interest rate fluctuations. At any time, a sharp change in interest rates could have a significant impact on the fair value of our investment portfolio. The following table presents the hypothetical changes in the fair value of our short-term investment portfolio as of June 30, 2015 , arising from hypothetical changes in interest rates. The modeling technique estimates the change in fair value from immediate hypothetical parallel shifts in the yield curve of plus or minus 50 basis points (“BPS”), 100 BPS, and 150 BPS.


(In millions)Valuation of SecuritiesGiven an Interest Rate Decreaseof X Basis PointsFair Valueas ofJune 30, 2015Valuation of Securities Givenan Interest Rate Increase ofX Basis Points(150 BPS)(100 BPS)(50 BPS)50 BPS100 BPS150 BPSCorporate bonds$574$570$567$565$561$557$553U.S. Treasury securities223222220218217216214U.S. agency securities195194193191190189188Commercial paper96969695959595Total short-term investments$1,088$1,082$1,076$1,069$1,063$1,057$1,050





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|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

Definition and limitations of disclosure controls


Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluates these controls and procedures on an ongoing basis.


There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. These limitations include the possibility of human error, the circumvention or overriding of the controls and procedures and reasonable resource constraints. In addition, because we have designed our system of controls based on certain assumptions, which we believe are reasonable, about the likelihood of future events, our system of controls may not achieve its desired purpose under all possible future conditions. Accordingly, our disclosure controls and procedures provide reasonable assurance, but not absolute assurance, of achieving their objectives.


Evaluation of disclosure controls and procedures


Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures, believe that as of the end of the period covered by this report, our disclosure controls and procedures were effective in providing the requisite reasonable assurance that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the required disclosure.


Changes in internal control over financial reporting


There has been no change in our internal control over financial reporting identified in connection with our evaluation that occurred during the fiscal quarter ended June 30, 2015 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.


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PART II – OTHER INFORMATION


Item 1. Legal Proceedings


The information under the subheading “Legal Proceedings” in Note 11 - Commitments and Contingencies to the Condensed Consolidated Financial Statements in this Form 10-Q is incorporated by reference into this Part II.


Item 1A.          Risk Factors





Our business is subject to many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstances described below occurs, our business or financial performance could be harmed, our actual results could differ materially from our expectations and the market value of our stock could decline. The risks and uncertainties discussed below are not the only ones we face. There may be additional risks and uncertainties not currently known to us or that we currently do not believe could be material that may harm our business or financial performance.





Our business is intensely competitive and “hit” driven. If we do not deliver “hit” products and services, or if consumers prefer our competitors’ products or services over our own, our operating results could suffer.





Competition in our industry is intense. Many new products and services are regularly introduced in each major industry segment (console, mobile and PC free-to-download), but only a relatively small number of “hit” titles account for a significant portion of total revenue in each segment. Our competitors range from large established companies to emerging start-ups, and we expect new competitors to continue to emerge throughout the world. If our competitors develop and market more successful products or services, offer competitive products or services at lower price points or based on payment models perceived as offering a better value proposition, or if we do not continue to develop consistently high-quality and well-received products and services, our revenue, margins, and profitability will decline.





We maintain a relatively limited product portfolio in an effort to focus on developing high-quality products with the potential to become “hits”. High-quality titles, even if highly-reviewed, may not turn into “hit” products. Many “hit” products within our industry are iterations of prior hit products with large established consumer bases and significant brand recognition, which makes competing in certain product categories challenging.  In addition, hit products or services of our competitors may take a larger share of consumer spending than we anticipate, which could cause our products and services to underperform relative to revenue expectations. Publishing a relatively small number of major titles each year also concentrates risk in those titles and means each major title has greater associated risk. A significant portion of our revenue has historically been derived from games and services based on a few popular franchises. For example, in fiscal year 2015, net revenue generated from the sale of products and services associated with our three largest franchises accounted for approximately 54 percent of our net revenue. The underperformance of a single major title may have a large adverse impact on our financial results.





Our operating  results will be adversely affected  if we do not consistently meet our product development schedules or if key events or sports seasons that we tie our product release schedules to are delayed or cancelled.





Our business is highly seasonal with the highest levels of consumer demand and a significant percentage of our sales occurring in the quarter ending in December and a seasonal low in sales volume in the quarter ending in June. While our sales generally follow this seasonal trend, there can be no assurance that this trend will continue. If we miss key selling periods for products, for any reason, including product delays, product cancellations, or delayed introduction of a new platform for which we have developed products, our sales are likely to suffer significantly. Additionally, macroeconomic conditions or the occurrence of unforeseen events that negatively impact retailer or consumer buying patterns during the quarter ending in December are likely to affect us disproportionately. Our ability to meet product development schedules is affected by a number of factors both within and outside our control, including feedback from our players, the creative processes involved, the coordination of large and sometimes geographically dispersed development teams, the increasing complexity of our products and the platforms for which they are developed, and the need to fine-tune our products prior to their release. We have experienced development delays for our products in the past, which caused us to delay or cancel release dates. We also seek to release certain products in conjunction with key events, such as the beginning of a sports season or major sporting event, or the release of a related movie. If a key event or sports season to which our product release schedule is tied were to be delayed or cancelled, our sales would likely suffer disproportionately. Any failure to meet anticipated production or release schedules would likely result in a delay of revenue and/or possibly a significant shortfall in our revenue, increase our development and/or marketing expenses, harm our profitability, and cause our operating results to be materially different than anticipated.





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The console segment of the entertainment software industry is cyclical, driven by the periodic introduction of new console systems. During the transition period to new console systems, our operating results may be more volatile.





New video game console systems have historically been developed and released every few years, which causes the video game software market to be cyclical as well. In periods of transition from legacy generation consoles to new generation consoles, sales of software for legacy generation console systems typically slow or decline in response to the anticipated and actual introduction of new consoles, and new generation console software sales typically stabilize after new consoles are widely-established with the consumer base.





Sony and Microsoft launched the PlayStation 4 and Xbox One, respectively, in November 2013. During fiscal 2015, we saw consumers purchase fewer software products for the Sony PlayStation 3 and Microsoft Xbox 360 legacy generation consoles. Consistent with other transition periods, we expect this trend to continue. This trend could also accelerate faster than anticipated and may put downward pressure on legacy generation video game software pricing, which could negatively affect our operating results. Our revenue from software sales for the PlayStation 4 and Xbox One may not offset the negative effects of this trend on our operating results. In addition, we do not control the unit volumes of consoles made available for sale or the rates at which consumers purchase these consoles. As a result, our operating results during this transitional period may be more volatile and difficult to predict.





Our business is dependent on the success and availability of video game hardware systems and devices manufactured by third parties, as well as our ability to develop commercially successful products and services for these systems and devices.





The success of our business is driven in part by the commercial success and adequate supply of video game console systems, PCs, mobile phones and tablets manufactured by third parties. Our success also depends on our ability to accurately predict which platforms will be successful in the marketplace and our ability to develop commercially successful products and services for these platforms. We must make product development decisions and commit significant resources well in advance of anticipated platform release dates and may incur significant expense to adjust our product portfolio and development efforts in response to changing consumer platform preferences. Additionally, we may enter into certain exclusive licensing arrangements that affect our ability to deliver or market products or services on certain platforms. A platform for which we are developing products and services may not succeed to the extent expected or new platforms may take market share and game software consumers away from platforms for which we have devoted significant resources. If consumer demand for the platforms for which we are developing products and services is lower than our expectations, we may be unable to fully recover the investments we have made in developing our products and services, and our financial performance will be harmed. Alternatively, a platform for which we have not devoted significant resources could be more successful than we had initially anticipated, causing us to not be able to take advantage of meaningful revenue opportunities.





Our adoption of new business models could fail to produce our desired financial returns.





We are actively seeking to monetize game properties through a variety of new business models, including from digital content delivery such as online distribution of full games and additional content, free-to-download games supported by advertising and/or micro-transactions and subscription services. Forecasting our revenues and profitability for these new business models is inherently uncertain and volatile. Our actual revenue and profit for these businesses may be significantly greater or less than our forecasts. Additionally, these new business models could fail for one or more of our titles, resulting in the loss of our investment in the development and infrastructure needed to support these new business models, as well as the opportunity cost of diverting management and financial resources away from more successful businesses.





Technology changes rapidly in our business and if we fail to anticipate or  successfully develop games for new platforms and services, adopt new distribution technologies or methods, or implement new technologies in our games, the quality, timeliness and  competitiveness of our products and services will suffer.





Rapid technology changes in our industry require us to anticipate, sometimes years in advance, which technologies we must implement and take advantage of in order to make our products and services competitive in the market. We have invested, and in the future may invest, in new business strategies, technologies, products, and services. Such endeavors may involve significant risks and uncertainties, and no assurance can be given that the technology we choose to adopt and the platforms, products and services that we pursue will be successful and will not materially adversely affect our reputation, financial condition, and operating results.





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Our product development usually starts with particular platforms and distribution methods in mind, and a range of technical development goals that we hope to be able to achieve. We may not be able to achieve these goals, or our competition may be able to achieve them more quickly and effectively than we can. In either case, our products and services may be technologically inferior to our competitors’, less appealing to consumers, or both. If we cannot achieve our technology goals within the original development schedule for our products and services, then we may delay their release until these technology goals can be achieved, which may delay or reduce revenue and increase our development expenses. Alternatively, we may increase the resources employed in research and development in an attempt to accelerate our development of new technologies, either to preserve our product or service launch schedule or to keep up with our competition, which would increase our development expenses. We may also miss opportunities to adopt technology, or develop products and services for new platforms or services that become popular with consumers, which could adversely affect our revenues. It may take significant time and resources to shift our focus to such technologies or platforms, putting us at a competitive disadvantage.





If we are unable to maintain or acquire licenses to include intellectual property owned by others in our games, or to maintain or acquire the rights to publish or distribute games developed by others, our business may be harmed.





Many of our products and services are based on or incorporate intellectual property owned by others. For example, our EA SPORTS products include rights licensed from major sports leagues and players’ associations. We also publish and distribute products developed and owned by third-parties under license agreements with these parties. Competition for these licenses and rights is intense. If we are unable to maintain these licenses and rights or obtain additional licenses or rights with significant commercial value, our revenue, profitability and cash flows may decline significantly. Competition for these licenses may also increase the amounts that we must pay to licensors and developers, through higher minimum guarantees or royalty rates, which could significantly increase our costs and reduce our profitability.





Security breaches and cyber threats could harm our reputation and adversely affect our business.





As our digital business grows, we continue to face cyber risks and threats that seek to damage, disrupt or gain access to our networks, our products and services, and supporting infrastructure.  Our business partners, including our channel partners, also are subject to these risks.  Such cyber risks and threats may be difficult to detect. Any failure to prevent or mitigate security breaches or cyber risk could result in interruptions to the services we provide, degrade the user experience, cause our users to lose confidence in our products, as well as significant legal and financial exposure.  This could harm our business and reputation, disrupt our relationships with partners and diminish our competitive position.





Successful exploitation of our systems can have other negative effects upon the products, services and user experience we offer.  In particular, the virtual economies that we have established in many of our games are subject to abuse, exploitation and other forms of fraudulent activity that can negatively impact our business.  Virtual economies involve the use of virtual currency and/or virtual assets that can be redeemed by a player within a particular game or game service.  The abuse or exploitation of our virtual economies include the illegitimate generation and sale of virtual items in black markets. Our online services have been impacted by in-game exploits and the use of automated processes to generate virtual currency illegitimately in the past, which were traded in black markets.  These kinds of activities and the steps that we take to address these issues may result in a loss of anticipated revenue, interfere with players’ enjoyment of a balanced game environment and cause reputational harm.





We may experience outages and disruptions of our online services that may harm our business.





We are investing and expect to continue to invest in technology, hardware and software to support our portfolio of online products and services. Launching and operating online games and services, developing related technologies and implementing online business initiatives is expensive and complex. Execution of these initiatives could result in operational failures and other issues impacting the technical stability of our products and services. In addition, having the necessary infrastructure to support our online products and services is vital to our growth and success. Our products and services could be adversely impacted by outages, disruptions and failures in our network and related infrastructure, as well as in the online platforms of key business partners who offer or support our online products and services.





Our business could be adversely affected if our consumer protection, data privacy and security practices are not adequate, or perceived as being inadequate, to prevent data breaches, or by the application of consumer protection and data privacy and security laws generally.





In the course of our business, we collect, process, store and use consumer information, including personal information, passwords and credit card information. Although we take measures to protect consumer information from unauthorized access, acquisition, disclosure and misuse, our security controls, policies and practices may not be able to prevent the improper or


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unauthorized access, acquisition or disclosure of such consumer information. In addition, third party vendors and business partners which in the course of our business receive access to consumer information that we collect also may not prevent data security breaches with respect to the consumer information we provide them or fully enforce our policies, contractual obligations and disclosures regarding the collection, use, storage, transfer and retention of personal data. The unauthorized access, acquisition or disclosure of consumer information could significantly harm our reputation, compel us to comply with disparate breach notification laws and otherwise subject us to proceedings by governmental entities or others and substantial legal liability. A perception that we do not adequately secure consumer information could result in a loss of current or potential consumers and business partners, as well as a loss of anticipated revenues. Our key business partners also face these same risks with respect to consumer information they collect and data security breaches with respect to such information could cause reputational harm to them and negatively impact our ability to offer our products and services through their platforms.





We are also subject to payment card association rules and obligations pursuant to contracts with payment card processors. Under these rules and obligations, if information is compromised, we could be liable to payment card issuers for the cost of associated expenses and penalties. In addition, if we fail to follow payment card industry security standards, even if no customer information is compromised, we could incur significant fines or experience a significant increase in payment card transaction costs.





In addition, the rate of data privacy, security and consumer-protection law-making is accelerating globally, and the interpretation and application of consumer protection and data privacy and security laws in the United States, Europe and elsewhere are often uncertain, contradictory and in flux. It is possible that these laws may be interpreted or applied in a manner that is adverse to us or otherwise inconsistent with our practices, which could result in litigation, regulatory investigations and potential legal liability or require us to change our practices in a manner adverse to our business. As a result, our reputation may be harmed, we could incur substantial costs, and we could lose both customers and revenue.





Any failure by EA, or our agents to comply with our privacy policy or with other federal, state or international privacy-related or data protection laws and regulations could result in proceedings against EA by governmental entities or others as well as resulting liability.





Negative player perceptions about our brands, products, services and/or business practices may damage our business and the costs incurred in addressing player concerns may increase our operating expenses.





Individual players form our ultimate customer base, and player expectations regarding the quality, performance and integrity of our products and services are high. Players may be critical of our brands, products, services and/or business practices for a wide variety of reasons. These negative player reactions may not be foreseeable or within our control to manage effectively, including perceptions about gameplay fairness, negative player reactions to game content, components and services, or objections to certain of our business practices.  In the past, we have taken actions, including delaying the release of our games, after taking into consideration, among other things, feedback from the player community even if those decisions negatively impacted our operating results in the short term.  We expect to continue to take actions to address concerns as appropriate, including actions that may result in additional expenditures and the loss of revenue.  Negative player sentiment about our business practices also can lead to investigations from regulatory agencies and consumer groups, as well as litigation, which, regardless of their outcome, may be costly, damaging to our reputation and harm our business.





If we release defective products or services, our operating results could suffer.





Products and services such as ours are extremely complex software programs, and are difficult to develop and distribute. We have quality controls in place to detect defects in our products and services before they are released. Nonetheless, these quality controls are subject to human error, overriding, and reasonable resource constraints. Therefore, these quality controls and preventative measures may not be effective in detecting defects in our products and services before they have been released into the marketplace. In such an event, we could be required to or may find it necessary to voluntarily recall a product or suspend the availability of the product or service, which could significantly harm our business and operating results.





Our business is subject to increasing regulation and the adoption of proposed legislation we oppose could negatively impact our business.





Legislation is continually being introduced in the United States and other countries to mandate rating requirements or set other restrictions on the advertisement or distribution of entertainment software based on content. In the United States, most courts, including the United States Supreme Court, that have ruled on such legislation have generally ruled in a manner favorable to the interactive entertainment industry. Some foreign countries have adopted ratings regulations and certain countries allow


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government censorship of entertainment software products. Adoption of government ratings system or restrictions on distribution of entertainment software based on content could harm our business by limiting the products we are able to offer to our customers and compliance with new and possibly inconsistent regulations for different territories could be costly, delay or prevent the release of our products in those territories.





As we increase the online delivery of our products and services, we are subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the Internet. In addition, laws and regulations relating to user privacy, data collection, retention, electronic commerce, consumer protection, content, advertising, localization, and information security have been adopted or are being considered for adoption by many countries throughout the world. The costs of compliance with these laws may increase in the future as a result of changes in interpretation. Furthermore, any failure on our part to comply with these laws or the application of these laws in an unanticipated manner may harm our business and result in penalties or significant legal liability.





If we do not continue to attract and retain key personnel, we will be unable to  effectively conduct our business.





The market for technical, creative, marketing and other personnel essential to the development and marketing of our products and services and management of our businesses is extremely competitive. Our leading position within the interactive entertainment industry makes us a prime target for recruiting our executives as well as key creative and technical talent. If we cannot successfully recruit and retain the employees we need, or replace key employees following their departure, our ability to develop and manage our business will be impaired.





If our marketing and advertising efforts fail to resonate with our customers, our business and operating results could be adversely affected.





Our products and services are marketed worldwide through a diverse spectrum of advertising and promotional programs such as online and mobile advertising, television advertising, retail merchandising, website development, event sponsorship and direct communications with our consumers including via email. Our ability to sell our products and services is dependent in part upon the success of these programs. If the marketing for our products and services fails to resonate with our customers, particularly during the critical holiday season or during other key selling periods, or as advertising rates or other media placement costs increase, these factors could have a material adverse impact on our business and operating results.





A significant portion of our sales are made to a relatively small number of key  customers. If these customers reduce their purchases of our products and services or become  unable to pay for them, our business could be harmed.





During the three months ended June 30, 2015, approximately 65 percent of our net revenue was derived from our top ten customers. Though our products are available to consumers through a variety of retailers and directly through us, the concentration of our sales in one, or a few, large customers could lead to a short-term disruption in our sales if one or more of these customers significantly reduced their purchases or ceased to carry our products and services, and could make us more vulnerable to collection risk if one or more of these large customers became unable to pay for our products or declared bankruptcy. Additionally, our receivables from these large customers generally increase significantly in the December quarter as they make purchases in anticipation of the holiday selling season. Having such a large portion of our total net revenue concentrated in a few customers could reduce our negotiating leverage with these customers. If one or more of our key customers experience deterioration in their business, or become unable to obtain sufficient financing to maintain their operations, our business could be harmed.





Our channel partners have significant influence over the products and services that we offer on their platforms.





Our products and services are sold to customers, primarily through retailers and online through our channel partners, including Sony, Microsoft, Apple and Google. In many cases, our channel partners set the rates that we must pay to provide our games and services through their online channels.  In certain cases, our channel partners retain flexibility to change their fee structures or adopt different fee structures for their online channels, which could adversely impact our costs, profitability and margins.





Outside of the financial arrangements, our agreements with our channel partners typically give them significant control over other aspects of the distribution of the products and services that we develop for their platform. For example, our agreements with Sony and Microsoft typically give significant control to them over the approval, manufacturing and distribution of our products and services, which could, in certain circumstances, leave us unable to get our products and services approved, manufactured and distributed to customers. For the three months ended June 30, 2015, 65 percent of our net revenue was derived from products and services for Sony’s PlayStation 3 and 4 and Microsoft’s Xbox 360 and One consoles (combined


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across all four platforms). For our digital products and services delivered direct to consumers via digital channels such as Sony’s PlayStation Network, Microsoft’s Xbox LIVE Marketplace, Apple’s App Store and the Google Play store, the channel partner has policies and guidelines that control the promotion and distribution of these titles and the features and functionalities that we are permitted to offer through the channel.





In addition, while we have negotiated agreements in place with our channel partners - these agreements reserve the right by our channel partners to determine and change unilaterally certain key terms and conditions, including the ability to change their user and developer policies and guidelines, which can negatively impact our business. If our channel partners establish terms that restrict our offerings through their channels, or significantly impact the financial terms on which these products or services are offered to our customers, our business could be harmed.





Our business is subject to risks generally associated with the entertainment industry, any of which could significantly harm our operating results.





Our business is subject to risks that are generally associated with the entertainment industry, many of which are beyond our control. These risks could negatively impact our operating results and include: the popularity, price and timing of our games and the platforms on which they are played; economic conditions that adversely affect discretionary consumer spending; changes in consumer demographics; the availability and popularity of other forms of entertainment; and critical reviews and public tastes and preferences, which may change rapidly and cannot necessarily be predicted.





We rely on business partners in many areas of our business and our business may be harmed if they are unable to honor their obligations to us or their actions may put us at risk.





We rely on various business partners, including third-party service providers, vendors, licensing partners, development partners, and licensees, among others, in many areas of our business. The actions of our business partners may put our business and our reputation at risk.  In many cases, these third parties are given access to sensitive and proprietary information in order to provide services and support to our teams. These third parties may misappropriate our information and engage in unauthorized use of it. The failure of these third parties to provide adequate services and technologies, or the failure of the third parties to adequately maintain or update their services and technologies, could result in a disruption to our business operations. Further, disruptions in the financial markets and economic downturns may adversely affect our business partners and they may not be able to continue honoring their obligations to us. Alternative arrangements and services may not be available to us on commercially reasonable terms or we may experience business interruptions upon a transition to an alternative partner or vendor. If we lose one or more significant business partners, our business could be harmed.





We may be subject to claims of infringement of third-party intellectual property rights, which could harm our business.





From time to time, third parties may assert claims against us based on allegations of violations of intellectual property rights. In addition, patent holding companies seek to monetize patents they have purchased or otherwise obtained. Although we take steps to avoid knowingly violating the intellectual property rights of others, it is possible that third parties still may claim infringement. In addition, our products often utilize complex, cutting-edge technology that may be subject to intellectual property claims, particularly since there are an increasing number of companies that focus their efforts exclusively on enforcing their patent rights.





Existing or future infringement claims against us, whether valid or not, may be time consuming and expensive to defend. Such claims or litigations could require us to pay damages and other costs, stop selling the affected products, redesign those products to avoid infringement, or obtain a license, all of which could be costly and harm our business. In addition, many patents have been issued that may apply to potential new modes of delivering, playing or monetizing game software products and services, such as those that we produce or would like to offer in the future. We may discover that future opportunities to provide new and innovative modes of game play and game delivery to consumers may be precluded by existing patents that we are unable to license on reasonable terms.





From time to time we may become involved in other legal proceedings, which could  adversely affect us.





We are currently, and from time to time in the future may become, subject to legal proceedings, claims, litigation and government investigations or inquiries, which could be expensive, lengthy, and disruptive to normal business operations. In addition, the outcome of any legal proceedings, claims, litigation, investigations or inquiries may be difficult to predict and could have a material adverse effect on our business, operating results, or financial condition.





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Acquisitions, investments and other strategic transactions could result in  operating difficulties, dilution to our investors and other negative  consequences.





We expect to continue making acquisitions or entering into other strategic transactions including (1) acquisitions of companies, businesses, intellectual properties, and other assets, (2) minority investments in strategic partners, and (3) investments in new interactive entertainment businesses (e.g., online and mobile publishing platforms) as part of our long-term business strategy. These transactions involve significant challenges and risks including, in the end, that the transaction does not advance our business strategy, that we do not realize a satisfactory return on our investment, that we acquire unknown liabilities, or that we experience difficulty in the integration of business systems and technologies, the integration and retention of new employees, or in the maintenance of key business and customer relationships of the businesses we acquire, or diversion of management’s attention from our other businesses. These events could harm our operating results or financial condition.





Future acquisitions and investments also could involve the issuance of our equity and equity-linked securities (potentially diluting our existing stockholders), the incurrence of debt, contingent liabilities or amortization expenses, write-offs of goodwill, intangibles, or acquired in-process technology, or other increased cash and non-cash expenses, such as stock-based compensation. Any of the foregoing factors could harm our financial condition or prevent us from achieving improvements in our financial condition and operating performance that could have otherwise been achieved by us on a stand-alone basis. Our stockholders may not have the opportunity to review, vote on or evaluate future acquisitions or investments.





Our products and brands are subject to the threat of piracy, unauthorized copying and other forms of intellectual property infringement.





We regard our products and brands as proprietary and take measures to protect our products, brands and other confidential information from infringement. We are aware that some unauthorized copying of our products and brands occurs, and if a significantly greater amount were to occur, it could negatively impact our business.





Piracy and other forms of unauthorized copying and use of our content and brands are persistent problems for us, and policing is difficult. Further, the laws of some countries in which our products are or may be distributed either do not protect our products and intellectual property rights to the same extent as the laws of the United States, or are poorly enforced. Legal protection of our rights may be ineffective in such countries. In addition, although we take steps to enforce and police our rights, factors such as  the proliferation of technology designed to circumvent the protection measures used in our products, the availability of broadband access to the Internet, the refusal of Internet service providers or platform holders to remove infringing content in certain instances, and the proliferation of online channels through which infringing product is distributed have all have contributed to an expansion in unauthorized copying of our products and brands.





We may experience outages and disruptions of our infrastructure that may harm our business.





We may be subject to outrages or disruptions of our infrastructure, including information technology system failures and network disruptions. These may be caused by natural disasters, cyber-incidents, weather events, power disruptions, telecommunications failures, acts of terrorism or other events. System redundancy may be ineffective or inadequate, and the Company’s disaster recovery planning may not be sufficient for all eventualities. Such failures or disruptions could prevent access to our products, services or online stores selling our products and services.  Our corporate headquarters in Redwood City, CA and our studio in Burnaby, British Columbia are located in seismically active regions, and certain of our game development activities and other essential business operations are conducted at these locations. An event that results in the disruption of any of our critical business or IT systems could harm our ability to conduct normal business operations.





Our business is subject to currency fluctuations.





International sales are a fundamental part of our business. For the three months ended June 30, 2015, international net revenue comprised 58 percent of our total net revenue and we expect international sales to continue to account for a significant portion of our total net revenue. As a result of our international sales, and also the denomination of our foreign investments and our cash and cash equivalents in foreign currencies, we are exposed to the effects of fluctuations in foreign currency exchange rates. The significant strengthening of the U.S. dollar during the second half of fiscal year 2015, particularly relative to the Euro, British pound sterling, Swedish krona and Canadian dollar, had a negative impact on our reported international net revenue but a positive impact on our reported international operating expenses because these amounts were translated at lower rates in fiscal 2015 than fiscal 2014. Our fiscal year 2015 results of operations, including our net revenue and net income were adversely affected by these foreign currency fluctuations and these trends may continue in fiscal 2016. We use foreign currency hedging


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contracts to mitigate some foreign currency risk. However, these activities are limited in the protection they provide us from foreign currency fluctuations and can themselves result in losses.





We utilize debt financing and such indebtedness could adversely impact our business and financial condition.





We have outstanding $632.5 million of convertible senior notes due July 2016 (the “Notes”), which result in debt service obligations of approximately $5 million per year. In addition, in March 2015, we entered into an unsecured committed $500 million revolving credit facility. While the facility is currently undrawn, we may use the proceeds of any future borrowings for general corporate purposes. The credit facility contains affirmative, negative and financial covenants, including a maximum capitalization ratio and minimum liquidity requirements. We may enter into other financial instruments in the future.





Our indebtedness, particularly the July 2016 maturity of the Notes, could affect our financial condition and future financial results by, among other things:


|  |                                                                                                                                                                                                                                                                                                                       
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|• | requiring the dedication of a substantial portion of any cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of such cash flow to fund our growth strategy, working capital, capital expenditures and other general corporate purposes; and

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|• | limiting our flexibility in planning for, or reacting to, changes in our business and our industry.




In connection with the offering of the Notes, we entered into certain privately-negotiated transactions to reduce the potential dilution with respect to our common stock upon conversion of the Notes. We also entered into separate, privately-negotiated warrant transactions whereby we sold warrants to independent third parties. The effect, if any, of these activities, including the direction or magnitude, on the market price of our common stock will depend on a variety of factors, including market conditions, and cannot be ascertained at this time. Any of these activities could, however, adversely affect the market price of our common stock and the trading price of the Notes. In addition, the counterparties to these agreements are financial institutions and we are subject to the risk that one or more of these counterparties might default on the transactions. Our exposure to the credit risk of these counterparties is not secured by any collateral and the amount of that exposure will depend on many factors but, generally, the increase in our exposure will be correlated to the increase in the market price and in the volatility of our common stock.





Changes in our tax rates or exposure to additional tax liabilities could adversely affect our earnings and financial condition.





We are subject to taxes in the United States and in various foreign jurisdictions. Significant judgment is required in determining our worldwide income tax provision and accruals for other taxes, and there are many transactions and calculations where the ultimate tax determination is uncertain. Our effective income tax rate could be adversely affected by our profit levels, by changes in our business, reorganization of our business and operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the elections we make, changes in applicable tax laws, or changes in the valuation allowance for deferred tax assets, as well as other factors. We are also required to pay taxes other than income taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in both the United States and foreign jurisdictions. Furthermore, we are regularly subject to audit by tax authorities with respect to both income and such other non-income taxes.  Adverse changes in our effective income tax rate, unfavorable audit results or tax rulings, or other changes resulting in significant additional tax liabilities could have material adverse effects upon our earnings, cash flows, and financial condition.





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Our reported financial results could be adversely affected by changes in  financial accounting standards.





Our reported financial results are impacted by the accounting standards promulgated by the SEC and national accounting standards bodies and the methods, estimates, and judgments that we use in applying our accounting policies. For example, accounting standards affecting software revenue recognition have affected and could continue to significantly affect the way we account for revenue and costs related to our products and services. We recognize all of the revenue from bundled sales (i.e., online-enabled games that include updates on a when-and-if-available basis or a matchmaking service) on a deferred basis over an estimated offering period. The related costs of revenues are expensed as incurred instead of deferred and recognized ratably. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. While we have not yet determined the effect of the new standard on our Consolidated Financial Statements, we believe the new standard may require us to materially change the way we account for revenue by requiring us to recognize more revenue upon delivery of the primary product than we currently do under current accounting standards. The new standard may also require us to materially change the way we account for related costs by requiring us to capitalize and amortize certain costs over the period the related assets are transferred to the customer.





As we enhance, expand and diversify our business and product offerings, the application of existing or future financial accounting standards, particularly those relating to the way we account for revenue, costs and taxes, could have a significant adverse effect on our reported results although not necessarily on our cash flows.





Our stock price has been volatile and may continue to fluctuate significantly.





The market price of our common stock historically has been, and we expect will continue to be, subject to significant fluctuations. These fluctuations may be due to factors specific to us (including those discussed in the risk factors above, as well as others not currently known to us or that we currently do not believe are material), to changes in securities analysts’ earnings estimates or ratings, to our results or future financial guidance falling below our expectations and analysts’ and investors’ expectations, to factors affecting the entertainment, computer, software, Internet, media or electronics industries, to our ability to successfully integrate any acquisitions we may make, or to national or international economic conditions. In particular, economic downturns may contribute to the public stock markets experiencing extreme price and trading volume volatility. These broad market fluctuations have and could continue to adversely affect the market price of our common stock.





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|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds

Stock Purchase Programs


On May 5, 2014, a special committee of our Board of Directors, on behalf of the full Board of Directors, authorized a two-year program to repurchase up to $750 million of our common stock. Since inception, we repurchased approximately 9.2 million shares for approximately $394 million under this program. During the three months ended June 30, 2015 , we repurchased approximately 1.0 million shares for approximately $57 million under this program.





On May 4, 2015, our Board of Directors authorized a new program to repurchase up to $1 billion of our common stock. This new stock repurchase program, which expires on May 31, 2017, supersedes and replaces the stock repurchase authorization approved on May 5, 2014. Under this program, we may purchase stock in the open market or through privately-negotiated transactions in accordance with applicable securities laws, including pursuant to pre-arranged stock trading plans. The timing and actual amount of the stock repurchases will depend on several factors including price, capital availability, regulatory requirements, alternative investment opportunities and other market conditions. We are not obligated to repurchase any specific number of shares under this program and it may be modified, suspended or discontinued at any time. During the three months ended June 30, 2015 , we repurchased approximately 1.2 million shares for approximately $75 million under this new program.


The following table summarizes the number of shares repurchased during the three months ended June 30, 2015 :


Fiscal MonthTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced ProgramMaximum Dollar Value that May Still Be Purchased Under the Program (in millions)March 29 - May 2, 2015833,145$57.96833,145$365May 3 - May 30, 2015567,644$61.23567,644$973May 31 - July 4, 2015757,014$64.04757,014$9252,157,803$60.952,157,803


We continue to actively repurchase shares.


Transactions Related to our Notes and Convertible Note Hedge


During the quarter ended June 30, 2015, we issued, in the aggregate, 1,938 shares of our common stock to holders of our 0.75% Convertible Senior Notes due 2016 (the “Notes”) that converted such Notes prior to the quarter ended June 30, 2015 pursuant to their terms. These shares of common stock were issued on multiple dates in April and May 2015 in reliance on Section 3(a)(9) of The Securities Act of 1933, as amended. Subsequent to the quarter ended June 30, 2015 and through August 10, 2015, approximately $170 million in aggregate principal amount of the Notes were converted by the holders thereof. The settlement of these conversions will occur during the quarter ending September 30, 2015, and upon settlement, these holders will receive approximately $170 million in cash and a number of shares of our common stock equal in value to the excess conversion value. For example, based on the closing stock price of our common stock of $67.80 at the end of the quarter ended June 30, 2015, approximately 3 million shares of our common stock would be issuable to these converting holders. The actual amount of shares issuable upon conversion will be determined based upon the market price of our common stock during an observation period following any conversion. For more information regarding the Notes and the conversion terms thereof, please see “Note 10 - Financing Arrangement” to the Condensed Consolidated Financial Statements in this Form 10-Q.





In connection with the conversions of the Notes that were settled during the quarter ended June 30, 2015, we exercised our option under privately negotiated convertible note hedge transactions (the “Convertible Note Hedge”) to acquire 1,936 shares of our common stock.  The counterparties to the Convertible Note Hedge may be deemed “affiliated purchasers” and may have purchased the shares of our common stock deliverable to us upon exercise of our option during the quarter ended June 30, 2015.  Subsequent to June 30, 2015, we expect to receive a number of shares of our common stock under the Convertible Note Hedge substantially equal to the number of shares of our common stock to be issued in connection with any conversions of the Notes. For more information regarding the Convertible Note Hedge, please see “Note 10 - Financing Arrangement” to the Condensed Consolidated Financial Statements in this Form 10-Q.





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|Item 3. | Defaults Upon Senior Securities

None.


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Item 4.           Mine Safety Disclosures


Not applicable.





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|------- | --------
|Item 6. | Exhibits

The exhibits listed in the accompanying index to exhibits on Page 62 are filed or incorporated by reference as part of this report.





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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





ELECTRONIC ARTS INC.(Registrant)/s/ Blake JorgensenDATED:Blake JorgensenAugust 11, 2015Executive Vice President,Chief Financial Officer





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ELECTRONIC ARTS INC.


FORM 10-Q


FOR THE PERIOD ENDED JUNE 30, 2015


EXHIBIT INDEX





Incorporated by ReferenceNumberExhibit TitleFormFile No.Filing DateFiledHerewith10.1EA Bonus Plan8-K000-179485/22/201510.2EA Bonus Plan Fiscal Year 2016 Addendum8-K000-179485/22/201510.3Form of 2015 Performance-Based Restricted Stock Unit Agreement8-K000-179485/22/201515.1Awareness Letter of KPMG LLP, Independent Registered Public Accounting Firm.X31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.XAdditional exhibits furnished with this report:32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X101.INS†XBRL Instance Document.X101.SCH†XBRL Taxonomy Extension Schema Document.X101.CAL†XBRL Taxonomy Extension Calculation Linkbase Document.X101.DEF†XBRL Taxonomy Extension Definition Linkbase Document.X101.LAB†XBRL Taxonomy Extension Label Linkbase Document.X101.PRE†XBRL Taxonomy Extension Presentation Linkbase Document.X





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|† | Attached as Exhibit 101 to this Quarterly Report on Form 10-Q for the quarterly period endedJune 30, 2015are the following formatted in eXtensible Business Reporting Language (“XBRL”): (1) Condensed Consolidated Balance Sheets, (2) Condensed Consolidated Statements of Operations, (3) Condensed Consolidated Statements of Comprehensive Loss, (4) Condensed Consolidated Statements of Cash Flows, and (5) Notes to Condensed Consolidated Financial Statements.

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