Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 O R ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-17948 ELECTRONIC ARTS INC. (Exact name of registrant as specified in its charter) Delaware 94-2838567 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 209 Redwood Shores Parkway 94065 Redwood CityCalifornia (Address of principal executive offices) (Zip Code) (650) 628-1500 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common Stock, $0.01 par value EA NASDAQ Global Select Market 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 ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ As of August 5, 2020, there were 288,796,815 shares of the Registrant’s Common Stock, par value $0.01 per share, outstanding. 1 Table of Contents ELECTRONIC ARTS INC. FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2020 Table of Contents Page Part I - FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of June 30, 2020 and March 31, 2020 3 Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2020 and 2019 4 Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended June 30, 2020 and 2019 5 Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended June 30, 2020 and 2019 6 Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2020 and 2019 7 Notes to Condensed Consolidated Financial Statements 8 Report of Independent Registered Public Accounting Firm 27 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 3. Quantitative and Qualitative Disclosures About Market Risk 41 Item 4. Controls and Procedures 43 Part II - OTHER INFORMATION Item 1. Legal Proceedings 44 Item 1A. Risk Factors 44 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 57 Item 3. Defaults Upon Senior Securities 57 Item 4. Mine Safety Disclosures 57 Item 6. Exhibits 57 Exhibit Index 58 Signature 59 2 Table of Contents PART I – FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) ELECTRONIC ARTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In millions, except par value data) June 30, 2020 March 31, 2020 (a) ASSETS Current assets: Cash and cash equivalents $ 4,013 $ 3,768 Short-term investments 1,947 1,967 Receivables, net 507 461 Other current assets 223 321 Total current assets 6,690 6,517 Property and equipment, net 450 449 Goodwill 1,889 1,885 Acquisition-related intangibles, net 48 53 Deferred income taxes, net 1,894 1,903 Other assets 313 305 TOTAL ASSETS $ 11,284 $ 11,112 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 51 $ 68 Accrued and other current liabilities 1,040 1,052 Deferred net revenue (online-enabled games) 878 945 Senior notes, current, net 599 599 Total current liabilities 2,568 2,664 Senior notes, net 397 397 Income tax obligations 312 373 Deferred income taxes, net 1 1 Other liabilities 224 216 Total liabilities 3,502 3,651 Commitments and contingencies (See Note 11) Stockholders’ equity: Common stock, $0.01 par value. 1,000 shares authorized; 289 and 288 shares issued and outstanding, respectively 3 3 Additional paid-in capital — — Retained earnings 7,831 7,508 Accumulated other comprehensive loss (52) (50) Total stockholders’ equity 7,782 7,461 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 11,284 $ 11,112 See accompanying Notes to Condensed Consolidated Financial Statements (unaudited). (a) Derived from audited Consolidated Financial Statements. 3 Table of Contents ELECTRONIC ARTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended (Unaudited) June 30, (In millions, except per share data) 2020 2019 Net revenue $ 1,459 $ 1,209 Cost of revenue 288 187 Gross profit 1,171 1,022 Operating expenses: Research and development 438 381 Marketing and sales 121 110 General and administrative 136 110 Acquisition-related contingent consideration — 1 Amortization of intangibles 5 5 Total operating expenses 700 607 Operating income 471 415 Interest and other income (expense), net (3) 21 Income before provision for (benefit from) income taxes 468 436 Provision for (benefit from) income taxes 103 (985) Net income $ 365 $ 1,421 Earnings per share: Basic $ 1.27 $ 4.78 Diluted $ 1.25 $ 4.75 Number of shares used in computation: Basic 288 297 Diluted 292 299 See accompanying Notes to Condensed Consolidated Financial Statements (unaudited). 4 Table of Contents ELECTRONIC ARTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended (Unaudited) June 30, (In millions) 2020 2019 Net income $ 365 $ 1,421 Other comprehensive income (loss), net of tax: Net gains on available-for-sale securities 11 3 Net gains (losses) on derivative instruments (37) 9 Foreign currency translation adjustments 24 1 Total other comprehensive income (loss), net of tax (2) 13 Total comprehensive income $ 363 $ 1,434 See accompanying Notes to Condensed Consolidated Financial Statements (unaudited). 5 Table of Contents ELECTRONIC ARTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) Common Stock Accumulated Additional O ther Total Paid-in Retained Comprehensive Stockholders’ (In millions, except per share data) Shares Amount Capital Earnings Income (loss) Equity Balances as of March 31, 2020 288,413 $ 3 $ — $ 7,508 $ (50) $ 7,461 Total comprehensive income — — — 365 (2) 363 Stock-based compensation — — 102 — — 102 Issuance of common stock 1,088 — (66) — — (66) Repurchase and retirement of common stock (747) — (36) (42) — (78) Balances as of June 30, 2020 288,754 $ 3 $ — $ 7,831 $ (52) $ 7,782 (Unaudited) Common Stock Accumulated Additional O ther Total Paid-in Retained Comprehensive Stockholders’ (In millions, except per share data) Shares Amount Capital Earnings Income (loss) Equity Balances as of March 31, 2019 298,107 $ 3 $ — $ 5,358 $ (30) $ 5,331 Total comprehensive income — — — 1,421 13 1,434 Stock-based compensation — — 73 — — 73 Issuance of common stock 985 — (48) — — (48) Repurchase and retirement of common stock (3,205) — (25) (280) — (305) Balances as of June 30, 2019 295,887 $ 3 $ — $ 6,499 $ (17) $ 6,485 See accompanying Notes to Condensed Consolidated Financial Statements (unaudited). 6 Table of Contents ELECTRONIC ARTS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended (Unaudited) June 30, (In millions) 2020 2019 OPERATING ACTIVITIES Net income $ 365 $ 1,421 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and accretion 37 37 Stock-based compensation 102 73 Change in assets and liabilities: Receivables, net (44) 294 Other assets 44 24 Accounts payable (3) (40) Accrued and other liabilities (66) (56) Deferred income taxes, net 10 (1,174) Deferred net revenue (online-enabled games) (67) (421) Net cash provided by operating activities 378 158 INVESTING ACTIVITIES Capital expenditures (38) (45) Proceeds from maturities and sales of short-term investments 694 358 Purchase of short-term investments (664) (1,263) Net cash used in investing activities (8) (950) FINANCING ACTIVITIES Proceeds from issuance of common stock 3 3 Cash paid to taxing authorities for shares withheld from employees (69) (51) Repurchase and retirement of common stock (78) (305) Acquisition-related contingent consideration payment — (32) Net cash used in financing activities (144) (385) Effect of foreign exchange on cash and cash equivalents 19 2 Increase (decrease) in cash and cash equivalents 245 (1,175) Beginning cash