(1) DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

We are a global leader in digital interactive entertainment, with a mission to inspire the world to play. We develop, market, publish and distribute games, content and services that can be played on a variety of platforms including game consoles, PCs, mobile phones and tablets. In our games and services, we use brands that we either wholly own (such as Battlefield, Mass Effect, Need for Speed, The Sims, Plants v. Zombies and Titanfall) or license from others (such as FIFA, Madden NFL and Star Wars). We develop and publish games and services across diverse genres such as sports, first-person shooter, action, role-playing and simulation.

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, 2019 contains 52 weeks and ends on March 30, 2019. Our results of operations for the fiscal year ended March 31, 2018 contained 52 weeks and ended on March 31, 2018. Our results of operations for the three months ended December 31, 2018 and 2017 contained 13 weeks each and ended on December 29, 2018 and December 30, 2017, respectively. Our results of operations for the nine months ended December 31, 2018 and 2017 contained 39 weeks each and ended on December 29, 2018 and December 30, 2017, respectively. For simplicity of disclosure, all fiscal periods are referred to as ending on a calendar month end.

The Condensed Consolidated Financial Statements are unaudited and reflect all adjustments (consisting only of normal recurring accruals unless otherwise indicated) that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The preparation of these Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the amounts reported in these Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ materially from those estimates. The results of operations for the current interim periods are not necessarily indicative of results to be expected for the current year or any other period.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2018, as filed with the United States Securities and Exchange Commission (“SEC”) on May 23, 2018.

Recently Adopted Accounting Standards

In May 2014, the FASB issued the Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts with Customers (the “New Revenue Standard” or “ASC 606”), which replaced ASC Topic 605, Revenue Recognition (the “Old Revenue Standard” or “ASC 605”), including industry-specific requirements, and provided companies with a single principles-based revenue recognition model for recognizing revenue from contracts with customers. The core principle of the New Revenue Standard is that a company should recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.

We adopted the New Revenue Standard on April 1, 2018, the beginning of fiscal year 2019, using the modified retrospective method. We elected to apply the New Revenue Standard only to contracts that were not completed as of the adoption date. The comparative information for periods prior to April 1, 2018 has not been restated and continues to be reported under the accounting standards in effect for those periods.

The net cumulative effect adjustment upon adoption resulted in an increase to retained earnings of $590 million, net of tax, and included the impact from the following adjustments to our Condensed Consolidated Balance Sheet at April 1, 2018:



BALANCE SHEETS (In millions)	Balance at March 31, 2018			Adjustments due to New Revenue Standard Adoption			Balance at April 1, 2018
Assets
Receivables, net	$	385		$	158		$	543
Deferred income taxes, net	84			(64		)	20

Liabilities
Accrued and other current liabilities
Sales return and price protection reserves	$	—		$	158		$	158
Deferred net revenue (other)	108			(3		)	105
Deferred net revenue (online-enabled games)	1,622			(673		)	949

Stockholders’ Equity
Retained earnings	$	4,062		$	590		$	4,652
Accumulated other comprehensive income (loss)	(127		)	22			(105		)

The most significant impacts of the New Revenue Standard were:

•

The accounting for our transactions as multiple elements or “bundled” arrangements. Under prior software revenue recognition accounting standards, because we did not have vendor-specific objective evidence of fair value (“VSOE”) for unspecified future updates or online hosting, we were not able to account for performance obligations separately, and therefore, the entire sales price of most transactions that had multiple performance obligations was recognized ratably over the period we expected to provide the future updates and/or online hosting performance obligations (the “Estimated Offering Period”). Under the New Revenue Standard, this VSOE requirement was eliminated and was replaced with a requirement for us to determine our best estimate of the stand-alone selling price of each performance obligation and allocate the transaction price to each distinct performance obligation on a relative stand-alone selling price basis. Therefore, we are now able to account for performance obligations separately.

For example, for an individual sale of a game with both online and offline functionality, we typically have three distinct performance obligations; (1) the software license; (2) a right to receive future updates; and (3) online hosting. The software license performance obligation represents the game that is delivered digitally or via physical disc at the time of sale and typically provides access to offline core game content. The future update rights performance obligation includes updates on a when-and-if-available basis such as software patches or updates, and/or additional free content to be delivered in the future. The online hosting performance obligation consists of providing the customer with a hosted connection for online playability.

Since we do not sell the performance obligations on a stand-alone basis, we consider market conditions and other observable inputs to estimate the stand-alone selling price for each performance obligation. For games with services under the New Revenue Standard, generally 75 percent of the sales price is allocated to the software license performance obligation and recognized at a point in time upon delivery (which is usually at or near the same time as the booking of the transaction), and the remaining 25 percent is allocated to the future update rights and the online hosting performance obligations and recognized ratably over the Estimated Offering Period. For sales prior to April 1, 2018, our deferred net revenue balances decreased by $740 million upon adoption of the New Revenue Standard because the software license performance obligation had been delivered in the prior fiscal year.

•

Mobile platform fees. The adoption of the New Revenue Standard also changed how we present mobile platform fees after March 31, 2018. Previously, mobile platform fees retained by third-party application storefronts such as the Apple App Store and Google Play, were reported on a net basis (i.e. as a reduction of net revenue) because we previously determined that generally, the third party was considered the primary obligor. Upon adoption of the New Revenue Standard, we concluded that we are the principal in the transactions, resulting in mobile platform fees now being reported within cost of revenue rather than as a reduction of net revenue. We recognized $64 million of mobile platform fees at April 1, 2018 as an increase to our deferred net revenue balances. Mobile platform fees for the three and nine months ended December 31, 2018 were $48 million and $141 million, respectively, and accordingly increased both service and other net revenue and cost of revenue by this amount relative to the same period a year ago. While this change also decreased our gross margin percentage, it does not have a material impact on our annual total gross profit or overall profitability.

•

Increased portion of our sales from games with services are presented as service revenue. The amount of the transaction price allocated to future update rights and the online hosting performance obligations are presented as service revenue under the New Revenue Standard (previously, revenue associated with future update rights were generally presented as product revenue). Therefore, for the three and nine months ended December 31, 2018, approximately $105 million and $393 million, respectively, of revenue for future update rights are now presented as service revenue under the New Revenue Standard as compared to product revenue under the Old Revenue Standard.


•	Sales returns and price protection reserves. Upon adoption, our sales returns and price protection reserves are now presented within accrued and other liabilities (previously, these allowances were presented as contra-assets within receivables on our Condensed Consolidated Balance Sheets). We reclassified $158 million of sales returns and price protection reserves on April 1, 2018.

The adoption of the New Revenue Standard impacted our Condensed Consolidated Balance Sheet as of December 31, 2018 and our Condensed Consolidated Statement of Operations for the three and nine months ended December 31, 2018 as follows:



	As of December 31, 2018
BALANCE SHEETS (In millions)	Under New Revenue Standard			Under Old Revenue Standard			$ Change
Assets
Receivables, net	$	806		$	597		$	209
Other current assets	280			277			3
Deferred income taxes, net	106			181			(75		)
Other assets	94			92			2

Liabilities
Accrued and other current liabilities
Sales return and price protection reserves	$	209		$	—		$	209
Deferred net revenue (other)	103			358			(255		)
Deferred net revenue (online-enabled games)	928			1,436			(508		)
Other liabilities	164			159			5

Stockholders’ Equity
Retained earnings	$	5,358		$	4,658		$	700
Accumulated other comprehensive loss	(17		)	(5		)	(12		)



	Three Months Ended December 31, 2018
(In millions, except per share data)	Under New Revenue Standard		Under Old Revenue Standard			$ Change			% Change
Net revenue:
Product	$	552	$	498		$	54		11	%
Service and other	737		584			153			26	%
Total net revenue	1,289		1,082			207			19	%
Cost of revenue:
Product	175		218			(43		)	(20	)%
Service and other	238		147			91			62	%
Total cost of revenue	413		365			48			13	%
Gross profit	876		717			159			22	%
Operating expenses:
Total operating expenses	634		634			—			—	%
Operating income	242		83			159			192	%
Interest and other income (expense), net	23		23			—			—	%
Income (loss) before provision for (benefit from) income taxes	265		106			159			150	%
Provision for (benefit from) income taxes	3		(13		)	16			123	%
Net income	$	262	$	119		$	143		120	%
Earnings per share:
Basic	$	0.87	$	0.39		$	0.48		123	%
Diluted	$	0.86	$	0.39		$	0.47		121	%



	Nine Months Ended December 31, 2018
(In millions, except per share data)	Under New Revenue Standard		Under Old Revenue Standard		$ Change			% Change
Net revenue:
Product	$	1,377	$	1,651	$	(274	)	(17	)%
Service and other	2,335		1,801		534			30	%
Total net revenue	3,712		3,452		260			8	%
Cost of revenue:
Product	465		576		(111		)	(19	)%
Service and other	581		329		252			77	%
Total cost of revenue	1,046		905		141			16	%
Gross profit	2,666		2,547		119			5	%
Operating expenses:
Total operating expenses	1,866		1,866		—			—	%
Operating income	800		681		119			17	%
Interest and other income (expense), net	60		60		—			—	%
Income before provision for income taxes	860		741		119			16	%
Provision for income taxes	50		41		9			22	%
Net income	$	810	$	700	$	110		16	%
Earnings per share:
Basic	$	2.66	$	2.30	$	0.36		16	%
Diluted	$	2.64	$	2.28	$	0.36		16	%

The adoption of the New Revenue Standard accelerated the revenue recognition of prior period game sales into retained earnings, which will result in a one-time increase in cash taxes paid on our Condensed Consolidated Statement of Cash Flows for the fiscal year ending March 31, 2019.

Refer to the following sections of our Condensed Consolidated Financial Statements for the additional disclosures required by the New Revenue Standard:


•	See Note 2 — Summary of Significant Accounting Policies, for our updated revenue accounting policy, including significant judgments, under ASC 606. For a discussion of our revenue recognition policy as it relates to revenue transactions accounted for prior to April 1, 2018, which were accounted for under ASC 605, refer to our Annual Report on Form 10-K for the fiscal year ended March 31, 2018.


•	See Note 10 — Balance Sheet Details, for a discussion on our contract liabilities (“deferred net revenue”) and our remaining performance obligations. We had an immaterial amount of contract assets as of April 1, 2018 and December 31, 2018.


•	See Note 16 — Segment Information, for our disaggregations of revenue.

Other Recently Issued Accounting Standards

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The FASB issued this standard to increase transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, the FASB issued ASU 2018-11, Targeted Improvements, which provides entities with optional transition relief by allowing entities to use the effective date of the new lease standard as the date of initial application on transition, instead of at the beginning of the earliest comparative period presented. We anticipate adopting this standard using this optional transition method beginning in the first quarter of fiscal year 2020, when the updated guidance is effective for us, and accordingly, we will not adjust prior periods for the effects of the new lease standard. We are evaluating the impact of this new standard on our Condensed Consolidated Financial Statements, but expect it to have a significant impact to our Condensed Consolidated Balance Sheet as a result of establishing right-of-use assets and lease liabilities for our operating leases with terms of more than 12 months.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This update is intended to make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. This update is effective for us beginning in the first quarter of fiscal year 2020. Early adoption is permitted. We are currently evaluating the impact of this new standard on our Condensed Consolidated Financial Statements and related disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). The standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, Leases. ASU 2016-13 is effective for us beginning in the first quarter of fiscal year 2021. Early adoption is permitted beginning in the first quarter of fiscal year 2020. We are currently evaluating the timing of adoption and impact of this new standard on our Condensed Consolidated Financial Statements and related disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. This update changes the fair value measurement disclosure requirements. It summarizes the key provisions including the new, eliminated, and modified disclosure requirements. This update is effective for us beginning in the first quarter of fiscal year 2021. Early adoption is permitted. We are currently evaluating the timing of adoption and impact of this new standard on our Condensed Consolidated Financial Statements and related disclosures.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). This update requires a customer in a cloud computing service arrangement to follow the internal-use software

guidance in order to determine which implementation costs to defer and recognize as an asset. This update is effective for us beginning in the first quarter of fiscal year 2021. Early adoption is permitted. We are currently evaluating the timing of adoption and impact of this new standard on our Condensed Consolidated Financial Statements and related disclosures.