UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

(Mark one)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended March 31, 2004
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                 to
Commission File Number 0-12699

 

ACTIVISION, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		95-4803544
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3100 Ocean Park Blvd., Santa Monica, CA		90405
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:  (310) 255-2000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
Common Stock, par value $.000001 per share
(Title of Class)

 

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 ý  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes ý  No o

 

The aggregate market value of the Common Stock of the registrant held by non-affiliates of the registrant on September 30, 2003 was $1,035,877,616.

 

The number of shares of the registrant’s Common Stock outstanding as of May 26, 2004 was 137,981,025.

 

Documents Incorporated by Reference

 

Portions of the registrant’s definitive Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K, with respect to the 2004 Annual Meeting of Shareholders, are incorporated by reference into Part III of this Annual Report.

 

 

INDEX

 

PART I.
Item 1.	Business
Item 2.	Properties
Item 3.	Legal Proceedings
Item 4.	Submission of Matters to a Vote of Security Holders
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.	Selected Consolidated Financial Data
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk
Item 8.	Consolidated Financial Statements and Supplementary Data
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.	Controls and Procedures
PART III.
Item 10.	Directors and Executive Officers of the Registrant
Item 11.	Executive Compensation
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.	Certain Relationships and Related Transactions
Item 14.	Principal Accountant Fees and Services
PART IV.
Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K
SIGNATURES

 

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PART I

 

Item 1.    BUSINESS

 

(a)           General

 

Activision, Inc. (“Activision” or “we”) is a leading international publisher of interactive entertainment software products.  We have built a company with a diverse portfolio of products that spans a wide range of categories and target markets and that is used on a variety of game hardware platforms and operating systems.  We have created, licensed and acquired a group of highly recognizable brands, which we market to a variety of consumer demographics.  Our fiscal 2004 product portfolio included such best-selling products as Tony Hawk’s Underground, True Crime: Streets of L.A., Call of Duty and X2: Wolverine’s Revenge.

 

Our products cover game categories such as action/adventure, action sports, racing, role-playing, simulation, first-person action and strategy.  Our target customer base ranges from game enthusiasts and children to mass-market consumers and “value” buyers.  We currently offer our products primarily in versions that operate on the Sony PlayStation 2 (“PS2”), Nintendo GameCube (“GameCube”) and Microsoft Xbox (“Xbox”) console systems, Nintendo Game Boy Advance (“GBA”) hand-held device and the personal computer (“PC”).  The installed base for this current generation of hardware platforms is significant and growing.  We believe recent price cuts in calendar 2004 on the Xbox and PS2 hardware should continue to drive the growth of the installed base of these two platforms.  We also expect the installed base of the other current generation platforms to continue to grow.  In addition, Sony announced that it would be entering the hand-held hardware market with the introduction of its hand-held gaming device, PlayStation Portable (“PSP”).  PSP is currently expected to be released in the United States toward the end of the first quarter of calendar 2005.  Nintendo has also announced that it plans to launch a new dual-screened, portable game system, Nintendo Dual Screen (“NDS”), before the end of calendar 2004.  We are currently developing titles for the PSP and the NDS with the objective of having one or more titles at launch for each of these platforms.  We are also planning to develop titles for the next generation console systems expected to be developed by Sony, Microsoft and Nintendo for release in the next two to three years.

 

Our publishing business involves the development, marketing and sale of products directly, by license or through our affiliate label program with certain third-party publishers.  Our distribution business consists of operations in Europe that provide logistical and sales services to third-party publishers of interactive entertainment software, our own publishing operations and manufacturers of interactive entertainment hardware.

 

We were originally incorporated in California in 1979.  In December 1992, we reincorporated in Delaware.  In June 2000, we reorganized into the current holding company organizational structure.

 

In April 2003, the Board of Directors approved a three-for-two split of our outstanding common shares effected in the form of a 50% stock dividend.  The split was paid on June 6, 2003 to shareholders of record as of May 16, 2003.  In February 2004, the Board of Directors approved a second three-for-two split of our outstanding common shares effected in the form of a 50% stock dividend.  The split was paid on March 15, 2004 to shareholders of record as of February 23, 2004.  The par value of our common stock was maintained at the pre-split amount of $.000001.  All share and per share data have been restated as if the stock splits had occurred as of the earliest period presented.

 

(b)           Business Combinations

 

We have completed a number of acquisitions of both software development companies and interactive entertainment product distribution companies.  The interactive entertainment industry has been consolidating and we intend to continue to expand our resources through acquisitions, strategic relationships and key license transactions.  During fiscal 2004, we continued to enhance our internal product development capabilities with the acquisition of a privately held interactive software development company, Infinity Ward.  See the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K for additional information regarding this and prior acquisitions.

 

(c)           Financial Information About Industry Segments

 

We have two reportable segments: publishing and distribution.  Publishing relates to the development (both internally and externally), marketing and sale of DVD, CD and cartridge-based interactive entertainment software products owned or controlled by us directly, by license or through our affiliate label program with certain third-party

 

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publishers.  Distribution primarily refers to logistical and sales services provided by our European distribution subsidiaries to third-party publishers of interactive entertainment software, our own publishing operations and manufacturers of interactive entertainment hardware.  See the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report on Form 10-K for certain financial information required by Item 1.

 

(d)           Narrative Description of Business

 

Our objective is to be a worldwide leader in the development, publishing and distribution of quality interactive entertainment software products that deliver a highly satisfying consumer entertainment experience.  Our business strategy, the key components of our business operations and the risk factors that could impact our business are detailed below.

 

Strategy

 

Create, Acquire and Maintain Strong Brands.  We focus development and publishing activities principally on products that are, or have the potential to become, franchise properties with sustainable consumer appeal and brand recognition.  It is our experience that these products can then serve as the basis for sequels, prequels and related new products that can be released over an extended period of time. We believe that the publishing and distribution of products based in large part on franchise properties enhances predictability of revenues and the probability of high unit volume sales and operating profits. We have entered into a series of strategic relationships with the owners of intellectual property pursuant to which we have acquired the rights to publish products based on franchises such as Marvel Comics’ properties including Spider-Man, X-MEN, Iron Man and Fantastic Four. We have additionally entered into exclusive licensing agreements to develop and publish video games based on the best-selling children’s book series Lemony Snicket’s “A Series of Unfortunate Events,” which is being developed into a feature film, as well as for DreamWorks SKG’s recently released “Shrek 2” and three other Dreamworks SKG upcoming computer-animated films, “Shark Tale”, “Madagascar” and “Over the Hedge” and their sequels.  We also have a strategic relationship with professional skateboarder Tony Hawk through an exclusive multi-year agreement to develop video games using his name and likeness.  Through fiscal 2004, we have released five successful titles in the Tony Hawk franchise.  We also have created a select number of new intellectual properties, such as True Crime: Streets of L.A. and Call of Duty, that we believe have the potential to join this list of franchise properties.

 

Execute Disciplined Product Selection and Development Processes.  The success of our publishing business depends, in significant part, on our ability to develop high quality games that will generate high unit volume sales.  Our publishing units have implemented a formal control process for the selection, development, production and quality assurance of our products. We apply this process, which we refer to as the “Greenlight Process,” to all of our products, whether externally or internally developed. The Greenlight Process includes in-depth reviews of each project at six important stages of development by a team that includes many of our highest-ranking operating managers and coordination between our sales and marketing personnel and development staff at each step in the process.

 

We develop our products using a combination of our internal development resources and external development resources acting under contract with us.  We are a capital investor in some of these external developers.  We typically select our external developers based on their track record and expertise in producing products in the same category. One developer will often produce the same game for multiple platforms and will produce sequels to the original game. We believe that selecting and using development resources, in this manner allows us to strengthen and leverage the particular expertise of our internal and external development resources, which we believe will add to the quality of our products.

 

Create and Maintain Diversity in Product Mix, Platforms and Markets.  We believe that maintaining a diversified mix of products can reduce our operating risks and enhance profitability. Therefore, we develop and publish products spanning a wide range of product categories, including action/adventure, action sports, racing, role-playing, simulation, first-person action and strategy.  We also develop products designed for target audiences ranging from game enthusiasts and children to mass-market consumers and “value” buyers.  Presently, we concentrate on developing, publishing and distributing products that operate on PS2, GameCube and Xbox console systems, GBA hand-held device and the PC. We typically offer our products for use on multiple platforms in order to reduce the risks associated with any single platform, leverage our costs over a larger installed hardware base and increase unit sales.

 

Continue to Improve Profitability.  We continually strive to manage risk and increase our operating leverage and efficiency with the goal of increased profitability. We believe the key factor affecting our future profitability will

 

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be the success rate of our product releases. Therefore, our product selection and development process includes, as a significant component, periodic evaluations of the expected commercial success of products under development. Through this process, for titles that we determine to be less promising, corrections are made in the development process or, if necessary, they are discontinued before we incur additional development costs. In addition, we believe our focus on cross platform releases and branded products will contribute to improved profitability.

 

We continue to focus on increasing our margins. We have, for example, acquired certain experienced and specialized developers in instances where we can enhance profitability through the elimination of royalty obligations.  Additionally, we often rely on independent third-party interactive entertainment software developers to develop some of our software products, thereby taking advantage of specialized independent developers without incurring the fixed overhead obligations associated with increased internally employed staff.

 

Our sales and marketing staff work with our studio resources to increase the visibility of new product launches and to coordinate the timing and promotion of product releases. Our finance and sales and marketing personnel work together to improve inventory management and receivables collections. We have instituted broad objective-based reward programs that provide incentives to management and staff throughout the organization to produce results that meet our financial objectives.

 

Grow Through Continued Strategic Acquisitions and Alliances.  The interactive entertainment industry has been consolidating, and we believe that success in this industry will be driven in part by the ability to take advantage of scale. Specifically, smaller companies are more capital constrained, enjoy less predictability of revenues and cash flow, lack product diversity and must spread fixed costs over a smaller revenue base. Several industry leaders are emerging that combine the entrepreneurial and creative spirit of the industry with professional management, the ability to access the capital markets and the ability to maintain favorable relationships with developers, intellectual property owners and retailers. Through 15 completed acquisitions since 1997, we believe that we have successfully diversified our operations, our channels of distribution, our development talent pool and our library of titles, and have emerged as one of the industry’s leaders. We intend to continue to evaluate the expansion of our resources through acquisitions, strategic relationships and key license transactions. We intend to continue expanding our intellectual property library through key license transactions and strategic relationships with intellectual property owners and to continue to evaluate opportunities to increase our development capacity through the acquisition of or investment in selected experienced software development firms.

 

Products

 

Historically we have been best known for our action/adventure, strategy and simulation products.  With the successful introduction of the Tony Hawk’s Pro Skater brand, we have become a leader in the skateboarding category.  We have also found success in the superheroes category with our release of titles based on the Spider-Man and X-MEN properties.  We have also found recent success in the racing and first person action categories through two original intellectual properties, True Crime:  Streets of L.A. and Call of Duty, both of which we hope to establish as successful long-term franchises.  In addition, we have established ourselves as a leader in the “value” software publishing business with products under our Cabela’s license, as well as with products distributed on behalf of our “value” affiliate label partners.  Products published by us in this category are generally developed by third parties, often under contract with us, and are marketed under the Activision Value Publishing name.  Value software is typically less sophisticated and less complex, both in terms of the development process and consumer gameplay.

 

Hardware Licenses. Our products currently are being developed or published primarily for PS2, Xbox and GameCube console systems, GBA hand-held device and PCs.  In order to maintain general access to the console systems and hand-held device marketplace, we have maintained licenses for PS2, GameCube and Xbox console systems and GBA hand-held device with the owners of each such platform.  Each license allows us to create multiple products for the applicable platform, subject to certain approval rights which are reserved by each licensor.  Each license also requires that we pay the licensor a per unit royalty for each unit manufactured.  In contrast, we are not required to obtain any license for the development and production of products for PCs.

 

Intellectual Property Rights.  Many of our current and planned releases are based on intellectual property and other character or story rights licensed from third parties, as well as a combination of characters, worlds and concepts derived from our extensive library of titles, and original characters and concepts owned and created by us.  When publishing products based on licensed intellectual property rights, we generally seek to capitalize on the name recognition, marketing efforts and goodwill associated with the underlying property. For Activision-owned intellectual property, we generally attempt to establish such properties as sustainable, long-term game franchises.

 

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In acquiring intellectual property rights from third parties, we seek to obtain rights to publish titles across a variety of platforms, to include the ability to produce multiple titles and to retain rights over an extended period of time.  In past years, we have been able to enter into a series of long-term or multi-product agreements with owners of various intellectual properties that are well known throughout the world and to create products based on these recognizable characters, story lines or concepts.  These agreements typically provide us with exclusive publishing rights for a specific period of time and, in some cases, for specified platforms. The scope of our licensing activities includes theatrical motion pictures, television shows, animated films and series, comic books, literary works, sports personalities and events and celebrities. We intend to continue expanding relationships with our existing intellectual property partners and to enter into agreements with other intellectual property owners for additional recognizable properties, characters, story lines and concepts.  However, we may not be able to maintain or expand our existing relationships or to seek out and sustain new long-term relationships of similar caliber in the future.

 

Product Development and Support

 

We develop and produce titles using a model in which a core group of creative, production and technical professionals, in coordination with our marketing and finance departments, have responsibility for the entire development and production process including the supervision and coordination of internal and external resources.  This team assembles the necessary creative elements to complete a title using, where appropriate, outside programmers, artists, animators, scriptwriters, musicians and songwriters, sound effects and special effects experts, and sound and video studios.  We believe that this model allows us to supplement internal expertise with top quality external resources on an as-needed basis.

 

In addition, we often seek out and engage independent third-party developers to create products on our behalf.  Such products are sometimes owned by us, and usually we have unlimited rights to commercially exploit these products.  In other circumstances, the third-party developer may retain ownership of the intellectual property and/or technology included in the product and reserve certain exploitation rights. We typically select these independent third-party developers based on their expertise in developing products in a specific category and use the same developer to produce the same game for multiple platforms.  Each of our third-party developers is under contract with us for specific or multiple titles.  From time to time, we also acquire the license rights to publish and/or distribute software products that are or will be independently created by third-party developers.  In such cases, the agreements with such developers provide us with exclusive publishing and/or distribution rights for a specific period of time, often for specified platforms and territories.  In either case, we often have the ability to publish and/or distribute sequels, conversions, enhancements and add-ons to the product initially being produced by the independent developer and frequently have the right to engage the services of the original developer with regard to the development of such products.

 

In consideration for the services that the independent third-party developer provides, it receives a royalty generally based on net sales of the product that it has developed.  Typically, the developer also receives an advance, which we recoup from the royalties otherwise payable to the developer.  The advance generally is paid in “milestone” stages. The payment at each stage is tied to the completion and delivery of a detailed performance milestone.  Working with an independent developer allows us to reduce our fixed development costs, share development risks with the third-party developer, take advantage of the third-party developer’s expertise in connection with certain categories of products or certain platforms, and gain access to proprietary development technologies.

 

From time to time, we may make a capital investment and hold a minority interest in a third-party developer in connection with interactive entertainment software products to be developed by such developer for us, which we believe helps to create a closer relationship between us and the developer.  We account for those capital investments over which we have the ability to exercise significant influence using the equity method.  For those investments over which we do not have the ability to exercise significant influence, we account for our investment using the cost method.  There can be no assurance that we will realize long-term benefits from such investments or that we will continue to carry such investments at their current value.

 

“Greenlight Process”

 

We have adopted and implemented a rigorous procedure for the selection, development, production and quality assurance of our internally and externally produced interactive entertainment software titles. The process, known internally as the “Greenlight Process,” involves six phases throughout the development and production phases of a title, each of which includes a number of specific performance milestones.  The six phases of the “Greenlight Process” are the concept, assessment, prototype, first playable, alpha and beta.  This procedure is designed to enable

 

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us to manage and control production and development budgets and timetables, to identify and address production and technical issues at the earliest opportunity, and to coordinate marketing and quality control strategies throughout the production and development phases, all in an environment that fosters creativity.  Checks and balances are intended to be provided through the structured interaction of the project team with our creative, technical, marketing and quality assurance/customer support personnel, as well as the legal, accounting and finance departments.  In order to maintain the competitiveness of our products and to take advantage of increasingly sophisticated technology associated with hardware platforms, our development process includes a significant amount of time for play-testing new products and extensive product quality evaluations.

 

Product Support

 

We provide various forms of product support to both our internally and externally developed titles.  Our quality assurance personnel are involved throughout the development and production of each title published by us.  We subject all such products to extensive testing before release to ensure compatibility with all appropriate hardware systems and configurations and to minimize the number of bugs and other defects found in the products.  To support our products after release, we provide online access to our customers on a 24-hour basis as well as operator help lines during regular business hours.  The customer support group tracks customer inquiries, and we use this data to help improve the development and production processes.

 

Publishing Activities

 

Marketing

 

Our marketing efforts include online activities (such as the creation of World Wide Web pages to promote specific titles), public relations, print and broadcast advertising, coordinated in-store and industry promotions (including merchandising and point of purchase displays), participation in cooperative advertising programs, direct response vehicles, and product sampling through demonstration software distributed through the Internet or on compact discs.  From time to time, we also receive marketing support from hardware manufacturers and retailers in connection with their own promotional efforts.  In addition, certain of our products contain software that enables customers to “electronically register” their purchases with us online.

 

We believe that certain of our franchise properties have loyal and devoted audiences who purchase our sequels as a result of dedication to the property and satisfaction from previous product purchases.  We therefore market these sequels both toward the established market as well as broader audiences.  In addition, in marketing titles based on licensed properties, we believe that we derive benefits from the continued exploitation of these licensed properties and the marketing and promotional activities of the property owners.

 

Sales and Distribution

 

Domestic.  Our products are available for sale or rental in thousands of retail outlets domestically.  Our domestic customers include Best Buy, Blockbuster, Circuit City, Electronic Boutique, GameStop, Target, Toys “R” Us and Wal-Mart.  Our largest customer, Wal-Mart, accounted for approximately 20% and 16% of our consolidated net revenues for fiscal 2004 and 2003, respectively.

 

In the United States and Canada, our products are sold primarily on a direct basis to mass-market retailers, consumer electronics stores, discount warehouses and game specialty stores.  We believe that a direct relationship with retail accounts results in more effective inventory management, merchandising and communications than would be possible through indirect relationships.  We have implemented electronic data interchange linkages with many of our retailers to facilitate the placing and shipping of orders.  We sell our products to a limited number of distributors.

 

International.  Our products are sold internationally on a direct-to-retail basis, through third-party distribution and licensing arrangements, and through our wholly-owned European distribution subsidiaries.  We conduct our international publishing activities through offices in the United Kingdom, Germany, France, Italy, Canada, Sweden, Australia, and Japan.  Whenever practicable, we seek to maximize our worldwide revenues and profits by releasing high quality foreign language releases concurrently with English language releases and by continuing to expand the number of direct selling relationships we maintain with key retailers in major territories.

 

Affiliate Labels.  In addition to our own products, we distribute a select number of interactive entertainment products that are developed and marketed by other third-party publishers through our “affiliate label” programs in

 

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North America and Europe. The distribution of other publishers’ products allows us to increase the efficiencies of our sales force and provides us with the ability to better ensure adequate shelf presence at retail stores for all of the products that we distribute. Distributing other publishers’ titles mitigates the risk associated with a particular title or titles published by us failing to achieve expectations. Services provided by us under our affiliate label program include order solicitation, in-store marketing, logistics and order fulfillment, sales channel management, as well as other accounting and general administrative functions. Our current affiliate label partners include LucasArts, as well several affiliate label partners in our “value” business. Each affiliate label relationship is unique and may pertain only to distribution in certain geographic territories such as the United States or Europe and may be further limited only to specific titles or titles for specific platforms.

 

Distribution

 

We distribute interactive entertainment hardware and software products in Europe through our European distribution subsidiaries, Centresoft in the United Kingdom, NBG in Germany and CD Contact in the Benelux countries.  These subsidiaries act as wholesalers in the distribution of products and also provide packaging, logistical and sales services, and in some cases, product localization for certain vendors.  They provide services to our publishing operations and to various third-party publishers, including Sony, Nintendo and Microsoft.  Centresoft is Sony’s exclusive distributor of PlayStation products to the independent channel in the United Kingdom.  In the fiscal year ended March 31, 2004, sales for Sony, Nintendo and Microsoft accounted for approximately 23%, 5% and 4%, respectively, of our worldwide distribution net revenues.

 

We acquired Centresoft and NBG in 1997 and CD Contact in 1998.  We entered into the distribution business to obtain distribution capacity in Europe for our own products, while supporting the distribution infrastructure with third-party sales, and to diversify our operations into the European market.  Centresoft and our other distribution subsidiaries operate in accordance with strict confidentiality procedures in order to provide independent services to various third-party publishers.

 

Emerging Technologies

 

We are actively supporting emerging platforms (wireless devices, closed and open online networks, and interactive television) by publishing and licensing key brands, such as Shrek 2, Tony Hawk’s Underground, and Call of Duty for these emerging platforms.  We also develop and optimize our titles for consoles that support online play, such as PS2 and Xbox.  Currently, we have released versions of Tony Hawk’s Pro Skater titles and Tony Hawk’s Underground for the PS2’s online service, as well as MTX: Mototrax, Jedi Knight: Jedi Academy, Return to Castle Wolfenstein, Soldier of Fortune 2 and Tenchu: Return from Darkness for Xbox Live, Microsoft’s online service.  We have published and licensed rights to various brands, such as Spider-Man 2: The Movie, for various hand-held wireless devices, such as Nokia’s N-Gage wireless platform, as well as many traditional wireless handsets.  We believe that more of our brands can be successfully published for wireless and online platforms, as well as exploited through other emerging technologies, as they continue to evolve.

 

Manufacturing

 

We prepare a set of master program copies, documentation and packaging materials for our products for each hardware platform on which the product will be released.  Except with respect to products for use on the Sony, Nintendo and Microsoft systems, our disk duplication, packaging, printing, manufacturing, warehousing, assembly and shipping are performed by third-party subcontractors.

 

To maintain protection over their hardware technologies, Sony, Nintendo and Microsoft generally specify or control the manufacturing and assembly of finished products. We deliver the master materials to the licensor or its approved replicator, which then manufactures finished goods and delivers them to us for distribution under our label.  At the time our product unit orders are filled by the manufacturer, we become responsible for the costs of manufacturing and the applicable per unit royalty on such units, even if the units do not ultimately sell.

 

To date, we have not experienced any material difficulties or delays in the manufacture and assembly of our products or material returns due to product defects.

 

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Competition

 

The interactive entertainment industry is extremely competitive.  The availability of significant financial resources has become a major competitive factor in the industry primarily as a result of the escalating development, acquisition, production and marketing budgets required to publish quality titles.  In addition, competitors with larger product lines and popular titles typically have greater leverage with retailers, distributors and other customers who may be willing to promote titles with less consumer appeal in return for access to such competitor’s most popular titles.

 

Employees

 

As of March 31, 2004, we had 1,324 employees, including 688 in product development, 129 in North American publishing, 104 in international publishing, 114 in operations, corporate finance and administration, and 289 in European distribution activities.

 

As of March 31, 2004, 178 of our full-time employees were subject to term employment agreements with us.  These agreements generally commit such employees to employment terms of between one and five years from the commencement of their respective agreements.  Most of the employees subject to such agreements are executive officers or key members of the product development, sales or marketing divisions.  These individuals perform services for us as executives, directors, producers, associate producers, computer programmers, game designers, sales directors and marketing product managers.  The execution by us of employment agreements with such employees, in our experience, reduces our turnover during the development, production and distribution phases of our entertainment software products and allows us to plan more effectively for future development and marketing activities.

 

None of our employees is subject to a collective bargaining agreement except for the employees of our German distribution subsidiary who are allowed by German law to belong to an organized labor council.  To date, we have not experienced any labor-related work stoppages.

 

Factors Affecting Future Performance

 

In connection with the Private Securities Litigation Reform Act of 1995 (the “Litigation Reform Act”), we are hereby disclosing certain cautionary information to be used in connection with written materials (including this Annual Report on Form 10-K) and oral statements made by or on behalf of our employees and representatives that may contain “forward-looking statements” within the meaning of the Litigation Reform Act.  Such statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as “may,” “expect,” “anticipate,” “estimate” or “continue” or the negative thereof or other variations thereon or comparable terminology.  You are cautioned that all forward-looking statements are necessarily speculative and there are numerous risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward-looking statements.  These forward looking statements are subject to business and economic risk and reflect management’s current expectations and are inherently uncertain and difficult to predict.  The discussion below highlights some of the more important risks identified by management, but should not be assumed to be the only factors that could affect future performance.  You are cautioned that we do not have a policy of updating or revising forward-looking statements, and thus you should not assume that silence by management over time means that actual events are bearing out as estimated in such forward-looking statements.

 

We depend on a relatively small number of brands for a significant portion of our revenues and profits.

 

A significant portion of our revenues is derived from products based on a relatively small number of popular brands each year, and these products are responsible for a disproportionate amount of our profits.  In addition, many of these products have substantial production or acquisition costs and marketing budgets.  In fiscal 2004, 31% of our consolidated net revenues (44% of worldwide publishing net revenues) was derived from two brands, one of which accounted for 17% and the other of which accounted for 14% of consolidated net revenues (24% and 20%, respectively, of worldwide publishing net revenues).  In fiscal 2003, 38% of our consolidated net revenues (52% of worldwide publishing net revenues) was derived from two brands, one of which accounted for 20% and the other of which accounted for 18% of consolidated net revenues (27% and 25%, respectively, of worldwide publishing net revenues).  In fiscal 2002, two brands accounted for 35% of our consolidated net revenues (50% of worldwide publishing net revenues), one of which accounted for 31% and the other of which accounted for 4% of consolidated net revenues (44% and 6%, respectively, of worldwide publishing net revenues).  We expect that a limited number of popular brands will continue to produce a disproportionately large amount of our revenues and profits.  Due to this

 

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dependence on a limited number of brands, the failure to achieve anticipated results by one or more products based on these brands may significantly harm our business and financial results.

 

Our future success depends on our ability to release popular products.

 

The life of any one game product is relatively short, in many cases less than one year.  It is therefore important for us to be able to continue to develop many high quality new products that are popularly received.  We focus our development and publishing activities principally on products that are, or have the potential to become, franchise brand properties.  If we are unable to do this, our business and financial results may be negatively affected.

 

If we are unable to maintain or acquire licenses to intellectual property, we may publish fewer “hit” titles and our revenue may decline.

 

Many of our products are based on intellectual property and other character or story rights acquired or licensed from third parties.  These license and distribution agreements are limited in scope and time, and we may not be able to renew key licenses when they expire or to include new products in existing licenses.  The loss of a significant number of our intellectual property licenses or of our relationships with licensors, or inability to obtain additional licenses of significant commercial value could have a material adverse effect on our ability to develop new products and therefore on our business and financial results.  Additionally, the failure of intellectual property acquired by us to be popularly received could impact the market acceptance of our products in which the intellectual property is included.  Such lack of market acceptance could result in the write-off of the unrecovered portion of acquired intellectual property assets, which could cause material harm to our business and financial results.

 

Transitions in console platforms could have a material impact on the market for interactive entertainment software.

 

When new console platforms are announced or introduced into the market, consumers typically reduce their purchases of game console entertainment software products for current console platforms in anticipation of new platforms becoming available.  During these periods, sales of our game console entertainment software products may be expected to slow or even decline until new platforms are introduced and achieve wide consumer acceptance.  Each of the three current principal hardware producers launched a new platform in recent years.  In calendar 2003, Sony announced that it would be entering the hand-held hardware market with the introduction of its hand-held gaming device, PSP.  PSP is currently expected to be released in the United States toward the end of the first quarter of calendar 2005.  Most recently, Nintendo also announced that it plans to launch a new dual-screened, portable game system, NDS, before the end of calendar 2004.  We are currently developing titles for the PSP and the NDS with the objective of having one or more titles at launch for each of these platforms.  The introduction of PSP and NDS may have a negative effect on the sale of our GBA titles. We are also planning to develop titles for the next generation console systems expected to be developed by Sony, Microsoft and Nintendo for release in the next two to three years. We estimate that the next console hardware transition cycle will commence in late calendar 2005 or calendar 2006.  Delays in the launch, shortages, technical problems or lack of consumer acceptance of the next generation platforms could adversely affect our sales of products for these platforms.

 

We must make significant expenditures to develop products for new platforms which may not be successful or released when anticipated.

 

The interactive entertainment software industry is subject to rapid technological change.  New technologies could render our current products or products in development obsolete or unmarketable.  We must continually anticipate and assess the emergence and market acceptance of new interactive entertainment hardware platforms well in advance of the time the platform is introduced to consumers.  New platforms have historically required the development of new software and also have the effect of undermining demand for products based on older technologies.  Because product development cycles are difficult to predict, we must make substantial product development and other investments in a particular platform well in advance of introduction of the platform.  If the platforms for which we develop new software products or modify existing products are not released on a timely basis or do not attain significant market penetration, or if we develop products for a delayed or unsuccessful platform, we may not be able to recover in revenues our development costs, which could be significant, and our business and financial results could be significantly harmed.

 

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We are exposed to seasonality in the purchases of our products.

 

The interactive entertainment software industry is highly seasonal, with the highest levels of consumer demand occurring during the year-end holiday buying season.  As a result, our net revenues, gross profits and operating income have historically been highest during the second half of the calendar year.  Additionally, in a platform transition period, sales of game console software products can be significantly affected by the timeliness of introduction of game console platforms by the manufacturers of those platforms, such as Sony, Microsoft and Nintendo.  The timing of hardware platform introduction is also often tied to holidays and is not within our control.  If a hardware platform is released unexpectedly close to the holidays, this would result in a shortened holiday buying season and could negatively impact the sales of our products.  Further, delays in development, licensor approvals or manufacturing can also affect the timing of the release of our products, causing us to miss key selling periods such as the year-end holiday buying season.

 

We depend on skilled personnel.

 

Our success depends to a significant extent on our ability to identify, hire and retain skilled personnel.  The software industry is characterized by a high level of employee mobility and aggressive recruiting among competitors for personnel with technical, marketing, sales, product development and management skills.  We may not be able to attract and retain skilled personnel or may incur significant costs in order to do so.  If we are unable to attract additional qualified employees or retain the services of key personnel, our business and financial results could be negatively impacted.

 

Our platform licensors are our chief competitors and frequently control the manufacturing of and have broad approval rights over our video game products.

 

Generally, when we develop interactive entertainment software products for hardware platforms offered by Sony, Nintendo or Microsoft, the products are manufactured exclusively by that hardware manufacturer or their approved replicator.

 

Our agreements with these manufacturers include certain provisions, such as approval rights over all products and related promotional materials and the ability to change the fee they charge for the manufacturing of products, that allow them substantial influence over our costs and the release schedule of our products.  In addition, since each of the manufacturers is also a publisher of games for its own hardware platforms and manufactures products for all of its other licensees, a manufacturer may give priority to its own products or those of our competitors in the event of insufficient manufacturing capacity.  Accordingly, Sony, Nintendo or Microsoft could cause unanticipated delays in the release of our products as well as increases to our development, manufacturing, marketing or distribution costs, which could materially harm our business and financial results.

 

In addition, as online capabilities for video game platforms emerge, our platform licensors will control our ability to provide online game capabilities for our console platform products and will in large part establish the financial terms on which these services are offered to consumers.  Currently, both Microsoft and Sony provide online capabilities for Xbox and PS2 products, respectively.  In each case, compatibility code and the consent of the licensor are required for us to include online capabilities in our products.  In addition, the business model for Microsoft’s and Sony’s online businesses for their video game products may compete with our online business. As these capabilities become more significant, the failure or refusal of our licensors to approve our products, or the successful deployment by these licensors of services competitive to ours, may harm our business.

 

Our platform licensors set the royalty rates and other fees that we must pay to publish games for their platforms, and therefore have significant influence on our costs.

 

We pay a licensing fee to the hardware manufacturer for each copy of a product manufactured for that manufacturer’s game platform.  In the next few years, we expect our platform licensors to introduce new hardware platforms into the market.  In order to publish products for new hardware platforms, we must take a license from the platform licensor which gives the platform licensor the opportunity to set the fee structure that we must pay in order to publish games for that platform.  Similarly, the platform licensors have retained the flexibility to change their fee structures for online gameplay and features for their consoles and the manufacturing of products.  The control that platform licensors have over the fee structures for their future platforms and online access makes it difficult for us to predict our costs and profitability in the medium to long term.  Because publishing products for console systems is the

 

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largest portion of our business, any increase in fee structures would have a significant negative impact on our business model and profitability.

 

If our products contain defects, our business could be harmed significantly.

 

Software products as complex as the ones we publish may contain undetected errors when first introduced or when new versions are released.  Despite extensive testing prior to release, we cannot be certain that errors will not be found in new products or releases after shipment, that could result in loss of or delay in market acceptance.  This loss or delay could significantly harm our business and financial results.

 

Inadequate intellectual property protections could prevent us from enforcing or defending our proprietary technology.

 

We regard our software as proprietary and rely on a combination of copyright, trademark and trade secret laws, employee and third-party nondisclosure agreements and other methods to protect our proprietary rights.  We own or license various copyrights and trademarks.  Although we provide “shrinkwrap” license agreements or limitations on use with our software, it is uncertain to what extent these agreements and limitations are enforceable.  We are aware that some unauthorized copying occurs within the computer software industry, and if a significantly greater amount of unauthorized copying of our interactive entertainment software products were to occur, it could cause material harm to our business and financial results.

 

Policing unauthorized use of our products is difficult, and software piracy is a persistent problem, especially in some international markets.  Further, the laws of some countries where 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.  Moreover, as we leverage our software products using emerging technologies such as the Internet and online services, our ability to protect our intellectual property rights and to avoid infringing intellectual property rights of others may diminish.  We cannot be certain that existing intellectual property laws will provide adequate protection for our products in connection with these emerging technologies.

 

We may be subject to intellectual property claims.

 

As the number of interactive entertainment software products increases and the features and content of these products continue to overlap, software developers increasingly may become subject to infringement claims.  Many of our products are highly realistic and feature materials that are based on real world examples, which may inadvertently infringe upon the intellectual property rights of others.  Our products often utilize complex, cutting edge technology that may become subject to the intellectual property rights of others.  Although we believe that we make reasonable efforts to ensure that our products do not violate the intellectual property rights of others, it is possible that third parties still may claim infringement.  From time to time, we receive communications from third parties regarding such claims.  Existing or future infringement claims against us, whether valid or not, may be time consuming and expensive to defend.

 

Intellectual property litigation or claims could force us to do one or more of the following:

 

•      Cease selling, incorporating or using products or services that incorporate the challenged intellectual property;

 

•      Obtain a license from the holder of the infringed intellectual property, which if available at all, may not be available on commercially favorable terms; or

 

•      Redesign the effected interactive entertainment software products, which could cause us to incur additional costs, delay introduction and possibly reduce commercial appeal of our products.

 

Any of these actions may cause material harm to our business and financial results.

 

We rely on independent third parties to develop some of our software products.

 

We rely on independent third-party interactive entertainment software developers to develop some of our software products.  Since we depend on these developers in the aggregate, we remain subject to the following risks:

 

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•      Continuing strong demand for developers’ resources, combined with the recognition they receive in connection with their work, may cause developers who worked for us in the past either to work for our competitors in the future or to renegotiate our agreements with them on terms less favorable for us.

 

•      Limited financial resources and business expertise and inability to retain skilled personnel may force developers out of business prior to completing our products or require us to fund additional costs.

 

•      Our competitors may acquire the businesses of key developers or sign them to exclusive development arrangements.  In either case, we would not be able to continue to engage such developers’ services for our products, except for those that they are contractually obligated to complete for us.

 

Increased competition for skilled third-party software developers also has compelled us to agree to make significant advance payments on royalties to game developers.  If the products subject to these arrangements do not generate sufficient revenues to recover these royalty advances, we would have to write-off unrecovered portions of these payments, which could cause material harm to our business and financial results.  Typically, we pay developers a royalty based on a percentage of net revenue, less agreed upon deductions, but in a few cases, we have agreed to pay developers fixed per unit product royalties after royalty advances are fully recouped.  To the extent that sales prices of products on which we have agreed to pay a fixed per unit royalty are marked down, our profitability could be adversely affected.

 

We operate in a highly competitive industry.

 

The interactive entertainment software industry is intensely competitive and new interactive entertainment software products and platforms are regularly introduced.  Our competitors vary in size from small companies with limited resources to very large corporations with significantly greater financial, marketing and product development resources than we have.  Due to these greater resources, certain of our competitors can spend more money and time on developing and testing products, undertake more extensive marketing campaigns, adopt more aggressive pricing policies, pay higher fees to licensors for desirable motion picture, television, sports and character properties and pay more to third-party software developers than we can.  We believe that the main competitive factors in the interactive entertainment software industry include: product features and playability; brand name recognition; compatibility of products with popular platforms; access to distribution channels; quality of products; ease of use; price; marketing support; and quality of customer service.

 

We compete primarily with other publishers of personal computer and video game console interactive entertainment software.  Significant third-party software competitors currently include, among others: Atari, Inc.; Capcom Co. Ltd.; Eidos PLC; Electronic Arts Inc.; Konami Company Ltd.; Namco Ltd.; Sega Enterprises, Ltd.; Take-Two Interactive Software, Inc.; THQ Inc.; Ubi Soft Entertainment and Vivendi Universal Publishing.  In addition, integrated video game console hardware and software companies such as Sony Computer Entertainment, Nintendo Co. Ltd. and Microsoft Corporation compete directly with us in the development of software titles for their respective platforms.

 

We also compete with other forms of entertainment and leisure activities.  For example, we believe that the overall growth in the use of the Internet and online services by consumers may pose a competitive threat if customers and potential customers spend less of their available time using interactive entertainment software and more using the Internet and online services.

 

We may face difficulty obtaining access to retail shelf space necessary to market and sell our products effectively.

 

Retailers of our products typically have a limited amount of shelf space and promotional resources, and there is intense competition among consumer interactive entertainment software products for high quality retail shelf space and promotional support from retailers.  To the extent that the number of products and platforms increases, competition for shelf space may intensify and may require us to increase our marketing expenditures.  Retailers with limited shelf space typically devote the most and highest quality shelf space to those products expected to be best sellers.  We cannot be certain that our new products will consistently achieve such “best seller” status.  Due to increased competition for limited shelf space, retailers and distributors are in an increasingly better position to negotiate favorable terms of sale, including price discounts, price protection, marketing and display fees and product return policies.  Our products constitute a relatively small percentage of any retailer’s sales volume, and we cannot be certain that retailers will continue to purchase our products or to provide our products with adequate levels of shelf

 

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space and promotional support on acceptable terms.  A prolonged failure in this regard may significantly harm our business and financial results.

 

Our sales may decline substantially without warning and in a brief period of time because we do not have long-term contracts for the sale of our products.

 

In the United States and Canada, we primarily sell our products on a direct basis to mass-market retailers, consumer electronics stores, discount warehouses and game specialty stores.  Our products are sold internationally on a direct-to-retail basis, through third-party distribution and licensing arrangements and through our wholly-owned European distribution subsidiaries.  Our sales are made primarily on a purchase order basis without long-term agreements or other forms of commitments.  Our largest customer, Wal-Mart, accounted for approximately 20% and 16% of our consolidated net revenues for fiscal 2004 and 2003, respectively.  The loss of, or significant reduction in sales to, any of our principal retail customers or distributors could significantly harm our business and financial results.

 

We may permit our customers to return our products and to receive pricing concessions which could reduce our net revenues and results of operations.

 

We are exposed to the risk of product returns and price protection with respect to our distributors and retailers. Return policies allow distributors and retailers to return defective, shelf-worn and damaged products in accordance with terms granted. Price protection, when granted and applicable, allows customers a credit against amounts they owe us with respect to merchandise unsold by them. We may permit product returns from, or grant price protection to, our customers under certain conditions.  The conditions our customers must meet to be granted the right to return products or price protection are, among other things, compliance with applicable payment terms, delivery to us of weekly inventory and sell-through reports, and consistent participation in the launches of our premium title releases.  We may also consider other factors, including the facilitation of slow-moving inventory and other market factors.  When we offer price protection, we offer it with respect to a particular product to all of our retail customers; however, only those customers who meet the conditions detailed above can avail themselves of such price protection.  We also offer a 90-day limited warranty to our end users that our products will be free from manufacturing defects. Although we maintain a reserve for returns and price protection, and although we may place limits on product returns and price protection, we could be forced to accept substantial product returns and provide substantial price protection to maintain our relationships with retailers and our access to distribution channels. Product returns and price protection that exceed our reserves could significantly harm our business and financial results.

 

We may be burdened with payment defaults and uncollectible accounts if our distributors or retailers cannot honor their credit arrangement with us.

 

Distributors and retailers in the interactive entertainment software industry have from time to time experienced significant fluctuations in their businesses, and a number of them have failed.  The insolvency or business failure of any significant retailer or distributor of our products could materially harm our business and financial results.  We typically make sales to most of our retailers and some distributors on unsecured credit, with terms that vary depending upon the customer’s credit history, solvency, credit limits and sales history, as well as whether we can obtain sufficient credit insurance.  Although, as in the case with most of our customers, we have insolvency risk insurance to protect against our customers’ bankruptcy, insolvency or liquidation, this insurance contains a significant deductible and a co-payment obligation, and the policy does not cover all instances of non-payment.  In addition, although we maintain a reserve for uncollectible receivables, the reserve may not be sufficient in every circumstance.  As a result, a payment default by a significant customer could significantly harm our business and financial results.

 

We may not be able to maintain our distribution relationships with key vendors.

 

Our CD Contact, NBG and Centresoft subsidiaries distribute interactive entertainment software and hardware products and provide related services in the Benelux countries, Germany and the United Kingdom, respectively, and via export in other European countries for a variety of entertainment software publishers, many of which are our competitors, and hardware manufacturers.  These services are generally performed under limited term contracts.  Although we expect to use reasonable efforts to retain these vendors, we may not be successful in this regard.  The cancellation or non-renewal of one or more of these contracts could significantly harm our business and financial results.  Sony, Nintendo and Microsoft products accounted for approximately 23%, 5% and 4%, respectively, of our worldwide distribution net revenues for fiscal 2004.

 

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Our international revenues may be subject to regulatory requirements as well as currency fluctuations.

 

Our international revenues have accounted for a significant portion of our total revenues.  International sales and licensing accounted for 53%, 50% and 49% of our consolidated net revenues in fiscal 2004, 2003 and 2002, respectively.  We expect that international revenues will continue to account for a significant portion of our total revenues in the future.  International sales may be subject to unexpected regulatory requirements, tariffs and other barriers.  Additionally, foreign sales that are made in local currencies may fluctuate. We have and may continue to engage in limited currency hedging activities.  Currency exchange rates fluctuations may in the future have a material positive or negative impact on revenues from international sales and licensing and thus our business and financial results.

 

Our business, our products and our distribution are subject to increasing regulation in key territories of content, consumer piracy and online delivery.  If we do not successfully respond to these regulations, our business may suffer.

 

Legislation is continually being introduced that may affect both the content of our products and their distribution.  For example, privacy laws in the United States and Europe impose various restrictions on our web sites.  Those rules vary by territory although the Internet recognizes no geographical boundaries.  In addition, many foreign countries have laws that permit governmental entities to censor the content and advertising of interactive entertainment software.  Other countries, such as Germany, have adopted laws regulating content both in packaged goods and those transmitted over the Internet that are stricter than current United States laws.  In the United States, federal and several state governments are considering content restrictions on products such as ours, as well as restrictions on distribution of such products.  We may be required to modify our products or alter our marketing strategies to comply with new regulations, which could delay the release of our products in those countries.  Due to the uncertainties regarding such regulations, confusion in the marketplace may occur, and we are unable to predict what effect, if any, such regulations would have on our business.

 

In addition to such regulations, certain retailers have in the past declined to stock some of our products because they believed that the content of the packaging artwork or the products would be offensive to the retailer’s customer base.  Although to date these actions have not caused material harm to our business, we cannot assure you that similar actions by our distributors or retailers in the future would not cause material harm to our business.

 

Our products may be subject to legal claims.

 

In prior fiscal years, two lawsuits, Linda Sanders, et al. v. Meow Media, Inc., et al., United States District Court for the District of Colorado, and Joe James, et al. v. Meow Media, Inc., et al., United States District Court for the Western District of Kentucky, Paducah Division, have been filed against numerous video game companies, including us, by the families of victims who were shot and killed by teenage gunmen in attacks perpetrated at schools.  These lawsuits alleged that the video game companies manufactured and/or supplied these teenagers with violent video games, teaching them how to use a gun and causing them to act out in a violent manner.  These lawsuits have been dismissed.  Similar additional lawsuits may be filed in the future.  Although our general liability insurance carrier agreed to defend us in such lawsuits in the past, it is uncertain whether the insurance carrier would do so in the future, or if it would cover all or any amounts which we might be liable for if such future lawsuits are not decided in our favor.  If such future lawsuits are filed and ultimately decided against us and our insurance carrier does not cover the amounts we are liable for, it could have a material adverse effect on our business and financial results.  Payment of significant claims by insurance carriers may make such insurance coverage materially more expensive or unavailable in the future, thereby exposing our business to additional risk.

 

We may face limitations on our ability to find suitable acquisition opportunities or to integrate additional acquired businesses.

 

We intend to pursue additional acquisitions of companies, properties and other assets that can be purchased or licensed on acceptable terms and which we believe can be operated or exploited profitably.  Some of these transactions could be material in size and scope.  Although we continue to search for additional acquisition opportunities, we may not be successful in identifying suitable acquisitions.  As the interactive entertainment software industry continues to consolidate, we face significant competition in seeking and consummating acquisition opportunities.  We may not be able to consummate potential acquisitions or an acquisition may not enhance our business or may decrease rather than increase our earnings.  In the future, we may issue additional shares of our common stock in connection with one or more acquisitions, which may dilute our existing shareholders.  Future acquisitions could also divert substantial management time and result in short-term reductions in earnings or special transaction or other charges.  In addition,

 

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we cannot guarantee that we will be able to successfully integrate the businesses that we may acquire into our existing business.  Our shareholders may not have the opportunity to review, vote on or evaluate future acquisitions.

 

Our shareholder rights plan, charter documents and other agreements may make it more difficult to acquire us without the approval of our Board of Directors.

 

We have adopted a shareholder rights plan under which one right entitling the holder to purchase one one-hundredths (1/100) of a share of our Series A Junior Preferred Stock price at an exercise price of $40 per share (subject to adjustment) is attached to each outstanding share of common stock.  Such shareholder rights plan makes an acquisition of control in a transaction not approved by our Board of Directors more difficult.  Our Amended and Restated By-laws have advance notice provisions for nominations for election of nominees to the Board of Directors which may make it more difficult to acquire control of us.  Our long-term incentive plans provide, in the discretion of a committee, for acceleration of stock options following a change in control under certain circumstances, which has the effect of making an acquisition of control more expensive.  In addition, some of our officers have severance compensation agreements that provide for substantial cash payments and accelerations of other benefits in the event of a change in control.  These agreements and arrangements may also inhibit a change in control.

 

Our reported financial results could be affected if significant changes in current accounting principles are adopted.

 

Recent actions and public comments from the Securities and Exchange Commission have focused on the integrity of financial reporting generally. Similarly, Congress has considered a variety of bills that could affect certain accounting principles. The Financial Accounting Standards Board and other regulatory accounting agencies have recently introduced several new or proposed accounting standards, such as accounting for stock options, some of which represent a significant change from current practices. Changes in our accounting for stock options could materially increase our reported expenses.

 

Our stock price is highly volatile.

 

The trading price of our common stock has been and could continue to be subject to wide fluctuations in response to many factors, including:

 

•           Quarter to quarter variations in results of operations

 

•           Our announcements of new products

 

•           Our competitors’ announcements of new products

 

•           Our product development or release schedule

 

•           General conditions in the computer, software, entertainment, media or electronics industries and in the economy

 

•           Timing of the introduction of new platforms and delays in the actual release of new platforms

 

•           Hardware manufacturers’ announcements of price reductions in hardware platforms

 

•           Changes in earnings estimates or buy/sell recommendations by analysts

 

•           Investor perceptions and expectations regarding our products, plans and strategic position and those of our competitors and customers

 

In addition, the public stock markets experience extreme price and trading volume volatility, particularly in high technology sectors of the market.  This volatility has significantly affected the market prices of securities of many technology companies for reasons often unrelated to the operating performance of the specific companies.  These broad market fluctuations may adversely affect the market price of our common stock.

 

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We seek to manage our business with a view to achieving long-term results, and this could have a negative effect on short-term trading.

 

We focus on creation of shareholder value over time, and we intend to make decisions that will be consistent with this long-term view.  As a result, some of our decisions, such as whether to make or discontinue operating investments, manage our balance sheet and capital structure, or pursue or discontinue strategic initiatives, may be in conflict with the objectives of short-term traders.  Further, this could adversely affect our quarterly or other short-term results of operations.

 

We do not pay cash dividends on our common stock.

 

We have not paid any cash dividends on our common stock nor do we anticipate paying cash dividends in the near future.

 

Financial Information about Foreign and Domestic Operations and Export Sales

 

See Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 10 of Notes to Consolidated Financial Statements included in Item 8.

 

Available Information

 

You can obtain additional information about Activision from our website at http://www.activision.com.  Furthermore, our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge and through our website.

 

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Item 2.    PROPERTIES

 

Our principal corporate and administrative offices are located in approximately 114,700 square feet of leased space in a building located at 3100 Ocean Park Boulevard, Santa Monica, California 90405.  The following is a listing of the principal offices maintained by us on May 26, 2004:

 

PROPERTY		LOCATION		SQ FT		OWNERSHIP		LEASE EXPIRATION
Corporate Offices		Santa Monica, CA, USA		114,700		Lease		April 2007
Product Development Facilities
Gray Matter Interactive Studios, Inc.		Los Angeles, CA, USA		10,000		Lease		May 2005
Infinity Ward, Inc.		Encino, CA, USA		11,200		Lease		February 2006
Luxoflux, Inc.		Santa Monica, CA, USA		12,400		Lease		January 2005
Neversoft Entertainment, Inc.		Woodland Hills, CA, USA		27,400		Lease		July 2005
Raven Studios		Madison, WI, USA		25,900		Lease		December 2005
Shaba Games, Inc.		San Francisco, CA, USA		15,800		Lease		February 2008
Treyarch Corporation		Santa Monica, CA, USA		37,000		Lease		November 2009
Z-Axis, Ltd.		Hayward, CA, USA		18,500		Lease		June 2005
Publishing Facilities
Australia Publishing		Sydney, Australia		7,300		Lease		July 2006
France Publishing		Bezons, France		3,800		Lease		October 2006
German Publishing		Burglengenfeld, Germany		2,200		Own		N/A
Japan Publishing		Tokyo, Japan		2,300		Lease		March 2006
United Kingdom Publishing		Slough, UK		8,200		Lease		September 2010
Value Publishing		Eden Prairie, MN, USA		14,000		Lease		May 2008
Italy Publishing		Legnano, Italy		2,700		Lease		October 2008
Distribution Facilities
German Distribution		Burglengenfeld, Germany		55,700		Own		N/A
Netherlands Distribution-offices		Breda, the Netherlands		4,200		Lease		January 2007
Netherlands Distribution-warehouse		Venlo, the Netherlands		44,600		Own		N/A
United Kingdom Distribution		Birmingham, UK		182,089		Lease		May 2011-2018

 

Our publishing operations additionally lease facilities in Canada, Minnesota, New York, Texas and Sweden for purposes of sales and branch offices.

 

Item 3.    LEGAL PROCEEDINGS

 

On March 5, 2004, a class action lawsuit was filed against us and certain of our current and former officers and directors.  The complaint, which asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegations that our revenues and assets were overstated during the period between February 1, 2001 and December 17, 2002, was filed in the United States District Court, Central District of California by the Construction Industry and Carpenters Joint Pension Trust for Southern Nevada purporting to represent a class of purchasers of Activision stock.  Five additional purported class actions have subsequently been filed by Gianni Angeloni, Christopher Hinton, Stephen Anish, the Alaska Electrical Pension Fund, and Joseph A. Romans asserting the same claims.  Five of the six actions have been transferred to the same court where the first-filed complaint was pending.  In addition, on March 12, 2004, a shareholder derivative lawsuit was filed, purportedly on behalf of Activision, which in large measure asserts the identical claims set forth in the federal class action lawsuit.  That complaint was filed in Superior Court for the County of Los Angeles.  We strongly deny these allegations and will vigorously defend these cases.

 

On July 11, 2003, we were informed by the staff of the Securities and Exchange Commission that the Securities and Exchange Commission has commenced a non-public formal investigation captioned “In the Matter of Certain Video Game Manufacturers and Distributors.” The investigation appears to be focused on certain accounting practices common to the interactive entertainment industry, with specific emphasis on revenue recognition.  In connection with this inquiry, the Securities and Exchange Commission submitted to us a request for information.  We responded to this

 

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inquiry on September 2, 2003.  To date, we have not received a request from the Securities and Exchange Commission for any additional information.  The Securities and Exchange Commission staff also informed us that other companies in the video game industry received similar requests for information. The Securities and Exchange Commission has advised us that this request for information should not be construed as an indication from the Securities and Exchange Commission or its staff that any violation of the law has occurred, nor should it reflect negatively on any person, entity or security. We have cooperated and intend to continue to cooperate fully with the Securities and Exchange Commission in the conduct of this inquiry.

 

On June 30, 2003, we terminated our Star Trek Merchandising License Agreement with Viacom Consumer Products, Inc. and filed a complaint in the Superior Court of the State of California for breach of contract and constructive trust against Viacom Consumer Products and Viacom International, Inc. (“Viacom”). On August 15, 2003, Viacom filed its response to our complaint as well as a cross-complaint alleging, among other matters, a breach of contract by Activision and seeking claimed damages in excess of $50 million. We strongly dispute the claims by Viacom, consider the damages alleged by Viacom to be speculative and without merit, and intend to defend vigorously and aggressively against the cross-complaint.

 

In addition, w e are party to other routine claims and suits brought by us and against us in the ordinary course of business, including disputes arising over the ownership of intellectual property rights, contractual claims and collection matters.  In the opinion of management, after consultation with legal counsel, the outcome of such routine claims will not have a material adverse effect on our business, financial condition, results of operations or liquidity.

 

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Not applicable.

 

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PART II

 

Item 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock is quoted on the Nasdaq National Market under the symbol “ATVI.”

 

The following table sets forth for the periods indicated the high and low reported sale prices for our common stock.  As of May 26, 2004, there were approximately 2,840 holders of record of our common stock.

 

		High			Low
Fiscal 2003
First Quarter ended June 30, 2002		$	15.60		$	11.70
Second Quarter ended September 30, 2002		14.02			9.91
Third Quarter ended December 31, 2002		10.61			5.42
Fourth Quarter ended March 31, 2003		7.00			5.79
Fiscal 2004
First Quarter ended June 30, 2003		$	8.99		$	6.01
Second Quarter ended September 30, 2003		9.58			7.23
Third Quarter ended December 31, 2003		12.73			7.71
Fourth Quarter ended March 31, 2004		16.17			11.38

 

On May 26, 2004, the last reported sales price of our common stock was $15.88.

 

Dividends

 

We paid no cash dividends in 2004 or 2003 nor do we anticipate paying any cash dividends at any time in the foreseeable future.  We expect that earnings will be retained for the continued growth and development of the business.  Future dividends, if any, will depend upon our earnings, financial condition, cash requirements, future prospects and other factors deemed relevant by our Board of Directors.

 

Stock Splits

 

In April 2003, the Board of Directors approved a three-for-two split of our outstanding common shares effected in the form of a 50% stock dividend.  The split was paid on June 6, 2003 to shareholders of record as of May 16, 2003.  In February 2004, the Board of Directors approved a second three-for-two split of our outstanding common shares effected in the form of a 50% stock dividend.  The split was paid on March 15, 2004 to shareholders of record as of February 23, 2004.

 

Buyback Program

 

During fiscal 2003, our Board of Directors authorized a buyback program under which we can repurchase up to $350.0 million of our common stock. Under the program, shares may be purchased as determined by management, from time to time and within certain guidelines, in the open market or in privately negotiated transactions, including privately negotiated structured stock repurchase transactions and through transactions in the options markets. Depending on market conditions and other factors, these purchases may be commenced or suspended at any time or from time to time without prior notice.

 

Under the buyback program, we repurchased approximately 1.9 million shares of our common stock for $12.4 million and 16.2 million shares of our common stock for $101.4 million, in the years ended March 31, 2004 and 2003, respectively.  In addition, approximately 1.7 million shares of common stock were acquired in the year ended March 31, 2004 as a result of the settlement of $10.0 million of structured stock repurchase transactions entered into in fiscal 2003.  As of March 31, 2004, we had no outstanding structured stock repurchase transactions.  These transactions are settled in cash or stock based on the market price of our common stock on the date of the settlement.

 

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Upon settlement, we either have our capital investment returned with a premium or receive shares of our common stock, depending, respectively, on whether the market price of our common stock is above or below a pre-determined price agreed in connection with each such transaction.

 

Shareholders’ Rights Plan

 

On April 18, 2000, our Board of Directors approved a shareholders rights plan (the “Rights Plan”).  Under the Rights Plan, each common shareholder at the close of business on April 19, 2000 received a dividend of one right for each share of common stock held.  Each right represents the right to purchase one one-hundredths (1/100) of a share of our Series A Junior Preferred Stock at an exercise price of $40.00.  Initially, the rights are represented by our common stock certificates and are neither exercisable nor traded separately from our common stock.  The rights will only become exercisable if a person or group acquires 15% or more of the common stock of Activision, or announces or commences a tender or exchange offer which would result in the bidder’s beneficial ownership of 15% or more of our common stock.

 

In the event that any person or group acquires 15% or more of our outstanding common stock, each holder of a right (other than such person or members of such group) will thereafter have the right to receive upon exercise of such right, in lieu of shares of Series A Junior Preferred Stock, the number of shares of common stock of Activision having a value equal to two times the then current exercise price of the right.  If we are acquired in a merger or other business combination transaction after a person has acquired 15% or more of our common stock, each holder of a right will thereafter have the right to receive upon exercise of such right a number of the acquiring company’s common shares having a market value equal to two times the then current exercise price of the right.  For persons who, as of the close of business on April 18, 2000, beneficially own 15% or more of the common stock of Activision, the Rights Plan “grandfathers” their current level of ownership, so long as they do not purchase additional shares in excess of certain limitations.

 

We may redeem the rights for $.01 per right at any time until the first public announcement of the acquisition of beneficial ownership of 15% of our common stock.  At any time after a person has acquired 15% or more (but before any person has acquired more than 50%) of our common stock, we may exchange all or part of the rights for shares of common stock at an exchange ratio of one share of common stock per right.  The rights expire on April 18, 2010.

 

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Securities Authorized for Issuance Under Equity Compensation Plans

 

Information for our equity compensation plans in effect as of March 31, 2004 is as follows (amounts in thousands, except per share amounts):

 

		(a)		(b)		(c)
Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		13,301		$7.88		360
Equity compensation plans not approved by security holders		24,876		$6.09		15,499
Total		38,177		$6.71		15,859

 

See Note 15 of the Notes to Consolidated Financial Statements included in Item 8 for the material features of each equity compensation plan that was adopted without security holder approval.

 

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Item 6.    SELECTED CONSOLIDATED FINANCIAL DATA

 

The following table summarizes certain selected consolidated financial data, which should be read in conjunction with our Consolidated Financial Statements and Notes thereto and with Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere herein.  The selected consolidated financial data presented below as of and for each of the fiscal years in the five-year period ended March 31, 2004 are derived from our audited consolidated financial statements.  The Consolidated Balance Sheets as of March 31, 2004 and 2003 and the Consolidated Statements of Operations and Consolidated Statements of Cash Flows for each of the fiscal years in the three-year period ended March 31, 2004, and the reports thereon, are included elsewhere in this Form 10-K.

 

(In thousands, except per share data)

 

		Year ended March 31,
					Restated (1)
		2004 (2)			2003 (2)			2002 (2)			2001			2000
Statement of Operations Data:
Net revenues		$	947,656		$	864,116		$	786,434		$	620,183		$	572,205
Cost of sales – product costs		475,541			440,977			435,725			324,907			319,422
Cost of sales – intellectual property licenses and software royalties and amortization		91,606			124,196			99,006			89,702			91,238
Income (loss) from operations		109,817			94,847			80,574			39,807			(30,325		)
Income (loss) before income tax provision (benefit)		115,992			103,407			83,120			32,544			(38,736		)
Net income (loss)		77,715			66,180			52,238			20,507			(34,088		)
Basic earnings (loss) per share		0.58			0.46			0.46			0.24			(0.41		)
Diluted earnings (loss) per share		0.54			0.43			0.39			0.22			(0.41		)
Basic weighted average common shares outstanding		133,249			144,359			113,966			83,921			83,334
Diluted weighted average common shares outstanding		144,893			155,483			133,775			92,475			83,334
Cash Provided By (Used In):
Operating activities		67,403			90,975			111,792			81,565			2,883
Investing activities		(15,169		)	(155,101		)	(8,701		)	(8,631		)	(25,041		)
Financing activities		117,569			64,090			50,402			2,547			42,028

 

		As of March 31,
		2004 (2)			2003 (2)			2002 (2)			2001			2000
Balance Sheet Data:
Working capital		$	675,796		$	422,500		$	333,199		$	182,980		$	158,225
Cash, cash equivalents and short-term investments		587,649			406,954			279,007			125,550			49,985
Capitalized software development and intellectual property licenses		135,201			107,921			56,742			42,205			40,808
Goodwill		76,493			68,019			35,992			10,316			12,347
Total assets		968,817			704,816			556,887			359,957			309,737
Long-term debt		—			2,671			3,122			63,401			73,778
Shareholders’ equity		832,738			597,740			430,091			181,306			132,009

 

(1)           Consolidated financial information for fiscal years 2003-2000 has been restated for the effect of our three-for-two stock split effected in the form of a 50% stock dividend to shareholders of record as of February 23, 2004, paid March 15, 2004.

 

(2)           Effective April 1, 2001, we adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangibles.”  SFAS No. 142 addresses financial accounting and reporting requirements for acquired goodwill and other intangible assets.  Under SFAS No. 142, goodwill is deemed to have an indefinite useful life and should not be amortized but rather tested at least annually for

 

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impairment.  In accordance with SFAS No. 142, we have not amortized goodwill during the years ended March 31, 2004, 2003 and 2002.

 

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Item 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

Our Business

 

We are a leading international publisher of interactive entertainment software products.  We have built a company with a diverse portfolio of products that spans a wide range of categories and target markets and that is used on a variety of game hardware platforms and operating systems.  We have created, licensed and acquired a group of highly recognizable brands, which we market to a variety of consumer demographics.

 

Our products cover game categories such as action/adventure, action sports, racing, role-playing, simulation, first-person action and strategy.  Our target customer base ranges from game enthusiasts and children to mass-market consumers and “value” buyers.  We currently offer our products primarily in versions that operate on the Sony PlayStation 2 (“PS2”), Nintendo GameCube (“GameCube”) and Microsoft Xbox (“Xbox”) console systems, Nintendo Game Boy Advance (“GBA”) hand-held device and the personal computer (“PC”).  The installed base for this current generation of hardware platforms is significant and growing.  We believe recent price cuts in calendar 2004 on the Xbox and PS2 hardware should continue to drive the growth of the installed base of these two platforms.  We also expect the installed base of the other current generation platforms to continue to grow.  In addition, Sony announced that it would be entering the hand-held hardware market with the introduction of its hand-held gaming device, PlayStation Portable (“PSP”).  PSP is currently expected to be released in the United States toward the end of the first quarter of calendar 2005.  Nintendo has also announced that it plans to launch a new dual-screened, portable game system, Nintendo Dual Screen (“NDS”), before the end of calendar 2004.  We are currently developing titles for the PSP and the NDS with the objective of having one or more titles at launch for each of these platforms.  We are also planning to develop titles for the next generation console systems expected to be developed by Sony, Microsoft and Nintendo for release in the next two to three years.  Though there are still many unknowns relating to these new platforms, our aim is to have a significant presence at the launch of each new platform while being careful not to move away too quickly from the current generation platforms given their large and growing installed base.

 

Our publishing business involves the development, marketing and sale of products directly, by license or through our affiliate label program with certain third-party publishers.  In the United States, we primarily sell our products on a direct basis to mass-market retailers, consumer electronics stores, discount warehouses and game specialty stores.  We conduct our international publishing activities through offices in the United Kingdom (“UK”), Germany, France, Italy, Australia, Sweden, Canada and Japan.  Our products are sold internationally on a direct-to-retail basis, through third-party distribution and licensing arrangements and through our wholly-owned European distribution subsidiaries.  Our distribution business consists of operations located in the UK, the Netherlands and Germany that provide logistical and sales services to third-party publishers of interactive entertainment software, our own publishing operations and manufacturers of interactive entertainment hardware.

 

Our profitability is directly affected by the mix of revenues from our publishing and distribution businesses. Operating margins realized from our publishing business are substantially higher than margins realized from our distribution business.  Operating margins in our publishing business are affected by our ability to release highly successful or “hit” titles.  Though many of these titles have substantial production or acquisition costs and marketing budgets, once a title recoups these costs, incremental net revenues directly and positively impact our operating margin. Operating margins in our distribution business are affected by the mix of hardware and software sales, with software producing higher margins than hardware.

 

Our Focus

 

With respect to future game development, we will continue to focus on our “big propositions,” products that are backed by strong brands and high quality development, for which we will provide significant marketing support.

 

A number of our fiscal 2005 “big propositions” will include well-established brands, which are backed by high-profile intellectual property and/or highly anticipated motion picture releases.  Examples of these brands are our superheroes and skateboarding brands.  We have a long-term relationship with Marvel Enterprises through an exclusive licensing agreement that expires in 2009.  This agreement grants us the exclusive rights to develop and publish video games based on Marvel’s comic book franchises Spider-Man, X-MEN, Fantastic Four and Iron Man.  Through our long-term relationship with Spider-Man Merchandising, LLP, we have completed the development of the video game Spider-Man 2: The Movie, the sequel to the highly successful Spider-Man: The Movie, a key fiscal 2003 title release that has continued to perform strongly into fiscal 2004.  The video game release of Spider-Man 2: The

 

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Movie is scheduled to coincide with the “Spider-Man 2” theatrical release in June 2004.  We also recently announced that through our licensing agreement with Spider-Man Merchandising, LLP, we will be developing and publishing video games based on Columbia Pictures/Marvel Enterprises, Inc.’s upcoming feature film “Spider-Man 3,” which is expected to be released in May 2007. In addition, we have an exclusive licensing agreement with professional skateboarder Tony Hawk that continues until 2015.  The agreement grants us exclusive rights to develop and publish video games using Tony Hawk’s name and his likeness.  Through fiscal 2004, we have released five successful titles in the Tony Hawk franchise with cumulative net revenues of over $800.0 million, including the most recent, Tony Hawk’s Underground, which was released in the third quarter of fiscal 2004.  We will continue to promote our skateboarding franchise with the release in fiscal 2005 of the sequel to the very successful Tony Hawk’s Underground.

 

We will also continue to develop new intellectual properties such as True Crime: Streets of L.A. and Call of Duty, which were originally released in the third quarter of fiscal 2004.  These highly successful titles were both ranked by third-party sales tracking agencies as among the top-five selling games for the holiday season.  We expect to develop a variety of games on multiple platforms based on these two new original properties and hope to establish them as a source of recurring revenues.  For example, in fiscal 2005, we are scheduled to release Call of Duty:  Finest Hour which will be released on multiple console platforms.

 

We will also continue to evaluate emerging brands that we believe have potential to become successful game franchises.  For example, we have a multi-year, multi-property, publishing agreement with DreamWorks SKG that grants us the exclusive rights to publish video games based on DreamWorks SKG’s theatrical release “Shrek 2,” as well as upcoming computer-animated films, “Shark Tale,” “Madagascar” and “Over the Hedge,” and their sequels.  We also have an exclusive licensing agreement to develop and publish video games for the best-selling children’s book series, “Lemony Snicket’s A Series of Unfortunate Events” which is being developed for a feature film by Paramount Pictures, Nickelodeon Movies and DreamWorks SKG.

 

In addition to acquiring or creating high profile intellectual property, we have also continued our focus on establishing and maintaining relationships with talented and experienced software development teams.  We have strengthened our internal development capabilities through the acquisition in prior fiscal years of a number of talented and experienced development companies.  Most recently, in October 2003, we exercised our option to acquire the remaining 70% of the outstanding capital of Infinity Ward, the developer of our PC title, Call of Duty.  We had acquired the initial 30% of Infinity Ward’s outstanding capital stock in May 2002. We also have development agreements with other top-level, third-party developers such as id Software, Valve Corporation, Spark Unlimited, Lionhead Studios and The Creative Assembly.

 

We are utilizing these developer relationships, new intellectual property acquisitions, new original intellectual property creations and our existing library of intellectual property to further focus our game development on product lines that will deliver significant, lasting and recurring revenues and operating profits.

 

Critical Accounting Policies

 

We have identified the policies below as critical to our business operations and the understanding of our financial results.  The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results.  For a detailed discussion on the application of these and other accounting policies, see Note 1 to the Notes to the Consolidated Financial Statements included in Item 8.  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

Revenue Recognition. We recognize revenue from the sale of our products upon the transfer of title and risk of loss to our customers.  Revenue from product sales is recognized after deducting the estimated allowance for returns and price protection.  With respect to license agreements that provide customers the right to make multiple copies in exchange for guaranteed amounts, revenue is recognized upon delivery of such copies. Per copy royalties on sales that exceed the guarantee are recognized as earned.  In addition, in order to recognize revenue for both product sales and licensing transactions, persuasive evidence of an arrangement must exist and collection of the related receivable must be probable.  Revenue recognition also determines the timing of certain expenses, including cost of sales – intellectual property licenses and cost of sales – software royalties and amortization.

 

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Allowances for Returns, Price Protection, Doubtful Accounts and Inventory Obsolescence.  In determining the appropriate unit shipments to our customers, we benchmark our titles using historical and industry data. We closely monitor and analyze the historical performance of our various titles, the performance of products released by other publishers and the anticipated timing of other releases in order to assess future demands of current and upcoming titles.  Initial volumes shipped upon title launch and subsequent reorders are evaluated to ensure that quantities are sufficient to meet the demands from the retail markets but at the same time, are controlled to prevent excess inventory in the channel.

 

We may permit product returns from, or grant price protection to, our customers under certain conditions.  In general, price protection refers to the circumstances when we elect to decrease the wholesale price of a product by a certain amount and, when granted and applicable, allows customers a credit against amounts owed by such customers to Activision with respect to open and/or future invoices.  The conditions our customers must meet to be granted the right to return products or price protection are, among other things, compliance with applicable payment terms, delivery to us of weekly inventory and sell-through reports, and consistent participation in the launches of our premium title releases.  We may also consider other factors, including the facilitation of slow-moving inventory and other market factors. Management must make estimates of potential future product returns and price protection related to current period product revenue.  We estimate the amount of future returns and price protection for current period product revenue utilizing historical experience and information regarding inventory levels and the demand and acceptance of our products by the end consumer.  The following factors are used to estimate the amount of future returns and price protection for a particular title:  historical performance of titles in similar genres, historical performance of the hardware platform, historical performance of the brand, console hardware lifecycle, Activision sales force and retail customer feedback, industry pricing, weeks of on-hand retail channel inventory, absolute quantity of on-hand retail channel inventory, Activision warehouse on-hand inventory levels, the title’s recent sell-through history (if available), marketing trade programs and competing titles.  The relative importance of these factors varies among titles depending upon, among other items, genre, platform, seasonality and sales strategy.  Significant management judgments and estimates must be made and used in connection with establishing the allowance for returns and price protection in any accounting period.  Historically, total actual returns and price protection have not exceeded our allowance estimates.  However, actual returns and price protection could vary materially from our allowance estimates due to a number of reasons including, among others, a lack of consumer acceptance of a title, the release in the same period of a similarly themed title by a competitor, or technological obsolescence due to the emergence of new hardware platforms.  Material differences may result in the amount and timing of our revenue for any period if management makes different judgments or utilizes different estimates in determining the allowances for returns and price protection.

 

Similarly, management must make estimates of the uncollectibility of our accounts receivable.  In estimating the allowance for doubtful accounts, we analyze the age of current outstanding account balances, historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in our customers’ payment terms and their economic condition, as well as whether we can obtain sufficient credit insurance.  Any significant changes in any of these criteria would impact management’s estimates in establishing our allowance for doubtful accounts.

 

We value inventory at the lower of cost or market.  We regularly review inventory quantities on hand and in the retail channel and record a provision for excess or obsolete inventory based on the future expected demand for our products. Significant changes in demand for our products would impact management’s estimates in establishing our inventory provision.

 

Software Development Costs.  Software development costs include payments made to independent software developers under development agreements, as well as direct costs incurred for internally developed products.

 

We account for software development costs in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.”  Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable.  Technological feasibility of a product encompasses both technical design documentation and game design documentation.  For products where proven technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product-by-product basis.  Prior to a product’s release, we expense, as part of cost of sales – software royalties and amortization, capitalized costs when we believe such amounts are not recoverable.  Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation.  Amounts related to software development which are not capitalized are charged immediately to product development expense.  We evaluate the future recoverability of

 

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capitalized amounts on a quarterly basis.  The recoverability of capitalized software development costs is evaluated based on the expected performance of the specific products for which the costs relate.  Criteria used to evaluate expected product performance include: historical performance of comparable products using comparable technology; orders for the product prior to its release; and estimated performance of a sequel product based on the performance of the product on which the sequel is based.

 

Commencing upon product release, capitalized software development costs are amortized to cost of sales – software royalties and amortization based on the ratio of current revenues to total projected revenues, generally resulting in an amortization period of six months or less.  For products that have been released in prior periods, we evaluate the future recoverability of capitalized amounts on a quarterly basis.  The primary evaluation criterion is actual title performance.

 

Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established, as well as in the ongoing assessment of the recoverability of capitalized costs.  In evaluating the recoverability of capitalized costs, the assessment of expected product performance utilizes forecasted sales amounts and estimates of additional development costs to be incurred.  If revised forecasted or actual product sales are less than and/or revised forecasted or actual costs are greater than the original forecasted amounts utilized in the initial recoverability analysis, the actual impairment charge may be larger than originally estimated in any given quarter.

 

Intellectual Property Licenses.  Intellectual property license costs represent license fees paid to intellectual property rights holders for use of their trademarks, copyrights, software, technology or other intellectual property or proprietary rights in the development of our products.  Depending upon the agreement with the rights holder, we may obtain the rights to use acquired intellectual property in multiple products over multiple years, or alternatively, for a single product.

 

We evaluate the future recoverability of capitalized intellectual property licenses on a quarterly basis.  The recoverability of capitalized intellectual property license costs is evaluated based on the expected performance of the specific products in which the licensed trademark or copyright is to be used.  As many of our intellectual property licenses extend for multiple products over multiple years, we also assess the recoverability of capitalized intellectual property license costs based on certain qualitative factors such as the success of other products and/or entertainment vehicles utilizing the intellectual property, whether there are any future planned theatrical releases or television series based on the intellectual property and the rights holder’s continued promotion and exploitation of the intellectual property.  Prior to the related product’s release, we expense, as part of cost of sales – intellectual property licenses, capitalized intellectual property costs when we believe such amounts are not recoverable.  Capitalized intellectual property costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation.  Criteria used to evaluate expected product performance include: historical performance of comparable products using comparable technology; orders for the product prior to its release; and estimated performance of a sequel product based on the performance of the product on which the sequel is based.

 

Commencing upon the related product’s release, capitalized intellectual property license costs are amortized to cost of sales – intellectual property licenses based on the ratio of current revenues for the specific product to total projected revenues for all products in which the licensed property will be utilized.  As intellectual property license contracts may extend for multiple years, the amortization of capitalized intellectual property license costs relating to such contracts may extend beyond one year.  For intellectual property included in products that have been released, we evaluate the future recoverability of capitalized amounts on a quarterly basis.  The primary evaluation criterion is actual title performance.

 

Significant management judgments and estimates are utilized in the assessment of the recoverability of capitalized costs.  In evaluating the recoverability of capitalized costs, the assessment of expected product performance utilizes forecasted sales amounts and estimates of additional development costs to be incurred.  If revised forecasted or actual product sales are less than and/or revised forecasted or actual costs are greater than the original forecasted amounts utilized in the initial recoverability analysis, the actual impairment charge may be larger than originally estimated in any given quarter.  Additionally, as noted above, as many of our intellectual property licenses extend for multiple products over multiple years, we also assess the recoverability of capitalized intellectual property license costs based on certain qualitative factors such as the success of other products and/or entertainment vehicles utilizing the intellectual property, whether there are any future planned theatrical releases or television series based on the intellectual property and the rights holder’s continued promotion and exploitation of the intellectual property.  Material differences may result in the amount and timing of charges for any period if management makes different judgments or utilizes different estimates in evaluating these qualitative factors.

 

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Selected Consolidated Statements of Operations Data

 

The following table sets forth certain consolidated statements of operations data for the periods indicated as a percentage of consolidated net revenues and also breaks down net revenues by territory and platform, as well as operating income by business segment:

 

		Year ended March 31,
		(In thousands)
		2004					2003					2002
Net revenues		$	947,656		100	%	$	864,116		100	%	$	786,434		100	%
Costs and expenses:
Cost of sales – product costs		475,541			50		440,977			51		435,725			56
Cost of sales – software royalties and amortization		59,744			6		79,194			9		58,892			7
Cost of sales – intellectual property licenses		31,862			3		45,002			5		40,114			5
Product development		97,859			10		56,971			7		40,960			5
Sales and marketing		128,221			14		100,646			12		86,161			11
General and administrative		44,612			5		46,479			5		44,008			6
Total costs and expenses		837,839			88		769,269			89		705,860			90
Income from operations		109,817			12		94,847			11		80,574			10
Investment income, net		6,175			—		8,560			1		2,546			1
Income before income tax provision		115,992			12		103,407			12		83,120			11
Income tax provision		38,277			4		37,227			4		30,882			4
Net income		$	77,715		8	%	$	66,180		8	%	$	52,238		7	%
Net Revenues by Territory:
United States		$	446,812		47	%	$	432,261		50	%	$	404,905		51	%
Europe		479,224			51		413,125			48		368,799			47
Other		21,620			2		18,730			2		12,730			2
Total net revenues		$	947,656		100	%	$	864,116		100	%	$	786,434		100	%
Net Revenues by Segment/Platform Mix:
Publishing:
Console		$	508,418		76	%	$	466,116		76	%	$	312,986		57	%
Hand-held		24,945			4		49,966			8		119,177			22
PC		132,369			20		99,893			16		117,345			21
Total publishing net revenues		665,732			70		615,975			71		549,508			70
Distribution:
Console		223,802			79		208,505			84		167,709			71
Hand-held		18,361			7		14,103			6		39,865			17
PC		39,761			14		25,533			10		29,352			12
Total distribution net revenues		281,924			30		248,141			29		236,926			30
Total net revenues		$	947,656		100	%	$	864,116		100	%	$	786,434		100	%
Operating Income by Segment:
Publishing		$	93,223		10	%	$	79,139		9	%	$	68,675		9	%
Distribution		16,594			2		15,708			2		11,899			1
Total operating income		$	109,817		12	%	$	94,847		11	%	$	80,574		10	%

 

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Results of Operations – Fiscal Years Ended March 31, 2004 and 2003

 

Net income for the year ended March 31, 2004 was $77.7 million or $0.54 per diluted share, as compared to $66.2 million or $0.43 per diluted share for the year ended March 31, 2003.

 

Net Revenues

 

We primarily derive revenue from sales of packaged interactive software games designed for play on video game consoles (such as the PS2, Xbox and GameCube), PCs and hand-held game devices (such as the GBA).  We also derive revenue from our distribution business in Europe that provides logistical and sales services to third-party publishers of interactive entertainment software, our own publishing operations and third-party manufacturers of interactive entertainment hardware.

 

The following table details our consolidated net revenues by business segment and our publishing net revenues by territory for the years ended March 31, 2004 and 2003 (in thousands):

 

		Year ended March 31,						Increase/ (Decrease)			Percent Change
		2004			2003
Publishing Net Revenues
North America		$	446,812		$	432,261		$	14,551		3	%
Europe		197,300			164,984			32,316			20	%
Other		21,620			18,730			2,890			15	%
Total International		218,920			183,714			35,206			19	%
Total Publishing Net Revenues		665,732			615,975			49,757			8	%
Distribution Net Revenues		281,924			248,141			33,783			14	%
Consolidated Net Revenues		$	947,656		$	864,116		$	83,540		10	%

 

Consolidated net revenues increased 10% from $864.1 million for the year ended March 31, 2003 to $947.7 million for the year ended March 31, 2004.  This increase was generated by both our publishing and distribution businesses.  The increase in consolidated net revenue was driven by the following:

 

•      Strong performance of our fiscal 2004 third quarter releases of True Crime: Streets of L.A. and Tony Hawk’s Underground for the PS2, Xbox and GameCube and Call of Duty for the PC. We continued to see strong sales of these titles through March 2004.  In addition, we had strong results from several other titles released during fiscal 2004 including, Return to Castle Wolfenstein, X2: Wolverine’s Revenge, Cabela’s Dangerous Hunts, Cabela’s Deer Hunt 2004 Season, and in select European markets, Jedi Knight: Jedi Academy.  We also had strong catalog sales from a number of our franchises, including Spider-Man.  Catalog sales are sales of titles released prior to the current fiscal year.

 

•      Publishing console net revenues increased by 9% from $466.1 million for the year ended March 31, 2003 to $508.4 million for the year ended March 31, 2004.  As expected, within the mix of specific consoles, net revenues from the sale of software for the prior generation console hardware systems, such as PS1, continued to decline while the net revenues from the sale of software for the current generation of console hardware systems continued to grow.

 

•      Net revenues were positively impacted from titles selling at higher average retail prices throughout fiscal 2004 as compared to fiscal 2003.  As a result of the strong performance of our key fiscal 2004 releases, we were able to maintain the original price points for those titles for an extended period of time.

 

•      International net revenues benefited from the strong year-over-year strengthening of the Euro (“EUR”) and Great British Pound (“GBP”) in relation to the U.S. dollar.  We estimate that foreign exchange rates increased reported net revenue by approximately $52.1 million.  Excluding the impact of changing foreign currency rates, our international net revenue increased 4% year-over-year.

 

•      The increase in publishing net revenues was offset by fewer titles released in fiscal 2004 as compared to fiscal 2003.

 

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North America Publishing Net Revenue (in thousands)

 

March 31, 2004			% of Consolidated Net Revenue		March 31, 2003			% of Consolidated Net Revenue		Increase/ (Decrease)			Percent Change
$	446,812		47	%	$	432,261		50	%	$	14,551		3	%

 

Domestic publishing net revenues increased 3% from $432.3 million for the year ended March 31, 2003, to $446.8 million for the year ended March 31, 2004.  The increase reflects the strong performance of our fiscal 2004 third quarter releases of True Crime: Streets of L.A. and Tony Hawk’s Underground for the PS2, Xbox and GameCube and Call of Duty for the PC. We continued to see strong sales of these titles through March 2004.  The increase in net revenues was offset by fewer titles released in fiscal 2004 as compared to fiscal 2003.

 

International Publishing Net Revenue (in thousands)

 

March 31, 2004			% of Consolidated Net Revenue		March 31, 2003			% of Consolidated Net Revenue		Increase/ (Decrease)			Percent Change
$	218,920		23	%	$	183,714		21	%	$	35,206		19	%

 

International publishing net revenues increased by 19% from $183.7 million for the year ended March 31, 2003, to $218.9 million for the year ended March 31, 2004.  International publishing also saw strong results from our 2004 releases of True Crime: Streets of L.A. and Tony Hawk’s Underground for the PS2, Xbox and GameCube and Call of Duty for the PC.  We also had strong results from several other titles released during fiscal 2004 including, Return to Castle Wolfenstein, X2: Wolverine’s Revenge and Jedi Knight: Jedi Academy.  In addition, we had strong catalog sales from a number of our franchises, including Spider-Man.  There also was a positive strengthening of the EUR and the GBP in relation to the U.S. dollar of approximately $22.2 million.  Excluding the impact of changing foreign currency rates, our international publishing net revenue increased 7% year-over-year.  The increase in net revenues was offset by fewer titles released in fiscal 2004 as compared to fiscal 2003.

 

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Publishing Net Revenue by Product Line

 

Publishing net revenues increased 8% from $616.0 million for the year ended March 31, 2003 to $665.7 million for the year ended March 31, 2004.  The following table details our publishing net revenues by platform and as a percentage of total publishing net revenues for the years ended March 31, 2004 and 2003 (in thousands):

 

		Year Ended March 31, 2004			% of Publishing Net Revs		Year Ended March 31, 2003			% of Publishing Net Revs		Increase/ (Decrease)			Percent Change
Publishing Net Revenues
PC		$	132,369		20	%	$	99,893		16	%	$	32,476		33	%
Console
PlayStation 2		289,048			43	%	260,307			42	%	28,741			11	%
Microsoft Xbox		145,111			22	%	75,329			12	%	69,782			93	%
Nintendo GameCube		52,909			8	%	74,694			12	%	(21,785		)	(29	)%
PlayStation		20,843			3	%	52,722			9	%	(31,879		)	(60	)%
Other		507			—	%	3,064			1	%	(2,557		)	(83	)%
Total Console		508,418			76	%	466,116			76	%	42,302			9	%
Hand-held
Game Boy Advance		24,621			4	%	44,060			7	%	(19,439		)	(44	)%
Game Boy Color		324			—	%	5,906			1	%	(5,582		)	(95	)%
Total Hand-held		24,945			4	%	49,966			8	%	(25,021		)	(50	)%
Total Publishing Net Revenues		$	665,732		100	%	$	615,975		100	%	$	49,757		8	%

 

Personal Computer Net Revenue (in thousands)

 

March 31, 2004			% of Publishing Net Revenue		March 31, 2003			% of Publishing Net Revenue		Increase/ (Decrease)			Percent Change
$	132,369		20	%	$	99,893		16	%	$	32,476		33	%

 

Net revenue from sales of titles for the PC increased 33% from $99.9 million for the year ended March 31, 2003 to $132.4 million for the year ended March 31, 2004.  Though the number of premium PC titles released in fiscal 2004 remained relatively consistent with fiscal 2003, certain of our fiscal 2004 releases, Call of Duty, Empires: Dawn of the Modern World and, in select European markets, Jedi Knight: Jedi Academy, performed very well in both the domestic and international markets.  According to NPD Group, a third-party sales tracking agency, Call of Duty was the number one selling PC title in North America during the quarter of its release, our third quarter of fiscal 2004.  We expect fiscal 2005 PC publishing net revenues to increase as a percentage of total publishing net revenues over fiscal 2004 reflecting the release of more PC titles in fiscal 2005, including the highly anticipated Doom 3.

 

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PlayStation 2 Net Revenue (in thousands)

 

March 31, 2004			% of Publishing Net Revenue		March 31, 2003			% of Publishing Net Revenue		Increase/ (Decrease)			Percent Change
$	289,048		43	%	$	260,307		42	%	$	28,741		11	%

 

Net revenue from sales of titles for the PS2 increased 11% from $260.3 million for the year ended March 31, 2003 to $289.0 million for the year ended March 31, 2004.  Though the number of new PS2 titles reduced in fiscal 2004 to 10 from 13 in fiscal 2003, we were able to increase our PS2 sales in both the domestic and international markets.  The increase is primarily due to strong, worldwide sales of several of our PS2 titles including True Crime: Streets of L.A., Tony Hawk’s Underground, X2: Wolverine’s Revenge, Return to Castle Wolfenstein, Cabela’s Dangerous Hunts and Cabela’s Deer Hunt 2004 Season.  We expect the growth of the installed base of PS2 hardware to be driven by the recent price cut announced by Sony in May 2004.

 

Microsoft Xbox Net Revenue (in thousands)

 

March 31, 2004			% of Publishing Net Revenue		March 31, 2003			% of Publishing Net Revenue		Increase/ (Decrease)			Percent Change
$	145,111		22	%	$	75,329		12	%	$	69,782		93	%

 

Net revenue from sales of titles for the Xbox increased 93% from $75.3 million for the year ended March 31, 2003 to $145.1 million for the year ended March 31, 2004.  Though the number of new Xbox titles remained relatively consistent from fiscal 2003 to fiscal 2004, we were able to increase our Xbox sales in both the domestic and international markets.  The increase is primarily due to strong worldwide sales of several of our Xbox titles including True Crime: Streets of L.A., Tony Hawk’s Underground, Return to Castle Wolfenstein, Soldier of Fortune 2, X2: Wolverine’s Revenge, Tenchu: Return from Darkness and, in select European markets, Jedi Knight: Jedi Academy.  The increase was also due to an increased installed base of the Xbox.  We expect the growth of the installed base of Xbox hardware to be driven by the recent price cut announced by Microsoft in March 2004.

 

Nintendo GameCube Net Revenue (in thousands)

 

March 31, 2004			% of Publishing Net Revenue		March 31, 2003			% of Publishing Net Revenue		Increase/ (Decrease)			Percent Change
$	52,909		8	%	$	74,694		12	%	$	(21,785	)	(29	)%

 

Net revenue from sales of titles for the Nintendo GameCube decreased 29% from $74.7 million for the year ended March 31, 2003 to $52.9 million for the year ended March 31, 2004.  The decrease is primarily due to a reduction in the number of GameCube new title releases from 9 in fiscal 2003 to 5 in fiscal 2004.  The titles that were released for GameCube performed strongly, including Tony Hawk’s Underground and True Crime: Streets of L.A.  We expect the installed base of GameCube hardware to continue to grow at its current low price point.

 

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PlayStation Net Revenue (in thousands)

 

March 31, 2004			% of Publishing Net Revenue		March 31, 2003			% of Publishing Net Revenue		Increase/ (Decrease)			Percent Change
$	20,843		3	%	$	52,722		9	%	$	(31,879	)	(60	)%

 

Net revenue from sales of titles for the Sony PlayStation console system (“PS1”) for the year ended March 31, 2004 decreased 60% from the prior fiscal year, from $52.7 million to $20.8 million.  The decrease was expected due to the market transition away from the prior generation of hardware platforms, such as PS1, to the current generation console systems.  We expect sales of PS1 products to continue to decline in fiscal 2005.

 

Game Boy Advance Net Revenue (in thousands)

 

March 31, 2004			% of Publishing Net Revenue		March 31, 2003			% of Publishing Net Revenue		Increase/ (Decrease)			Percent Change
$	24,621		4	%	$	44,060		7	%	$	(19,439	)	(44	)%

 

Net revenue from sales of titles for the GBA for the year ended March 31, 2004 decreased 44% from the prior fiscal year, from $44.1 million to $24.6 million.  This is due to a decrease in the number of GBA games released year-over-year.  In fiscal 2003, we released 11 GBA titles, whereas in fiscal 2004 we released 4 GBA titles.  We expect the hand-held installed base to grow with the release of the NDS and PSP which are expected to launch in late calendar year 2004 and early calendar year 2005, respectively.  In addition, in fiscal 2005, as the GBA hardware approaches the peak of its life cycle, we expect to increase our focus on developing GBA games for mass-market consumers.

 

The platform mix of our future publishing net revenues will likely be impacted by a number of factors, including the ability of hardware manufacturers to continue to increase their installed hardware base, the introduction of new hardware platforms, as well as the timing of key product releases from our product release schedule.  We expect that net revenues from console titles will continue to represent the largest component of our publishing net revenues with PS2 having the largest percentage of that business due to its larger installed hardware base.  We expect net revenues from hand-held titles to remain the smallest component of our publishing net revenues.  However, if the PSP and/or the NDS hand-held devices are introduced in fiscal 2005, we may see an increase in our hand-held business in comparison to prior periods.  Our net revenues from PC titles will be primarily driven by our product release schedule.

 

A significant portion of our revenues and profits are derived from a relatively small number of popular titles and brands each year as revenues and profits are significantly affected by our ability to release highly successful or “hit” titles.  For example, for the year ended March 31, 2004, 28% of our consolidated net revenues and 40% of worldwide publishing net revenues were derived from net revenues from our Tony Hawk’s Underground and True Crime: Streets of L.A. titles.  Though many of these titles have substantial production or acquisition costs and marketing budgets, once a title recoups these costs, incremental net revenues directly and positively impact operating profits resulting in a disproportionate amount of operating income being derived from these select titles.  We expect that a limited number of titles and brands will continue to produce a disproportionately large amount of our net revenues and profits.

 

Two factors that could affect future publishing and distribution net revenue performance are console hardware pricing and software pricing.  As console hardware moves through its life cycle, hardware manufacturers typically enact price reductions.  Reductions in the price of console hardware typically result in an increase in the installed base of hardware owned by consumers.  Price cuts on Xbox and PS2 hardware were announced in March and May 2004, respectively.  Historically, we have also seen that lower console hardware prices put downward pressure

 

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on software pricing.  While we expect console software launch pricing for most genres to hold at $49.99 through the calendar 2004 holidays, we believe we could see additional software price declines thereafter.

 

Distribution Net Revenue (in thousands)

 

March 31, 2004			% of Consolidated Net Revenue		March 31, 2003			% of Consolidated Net Revenue		Increase/ (Decrease)			Percent Change
$	281,924		30	%	$	248,141		29	%	$	33,783		14	%

 

Distribution net revenues for the year ended March 31, 2004 increased 14% from the prior fiscal year, from $248.1 million to $281.9 million.  The increase was primarily due to the positive impact of the year-over-year strengthening of the EUR and the GBP in relation to the U.S. dollar.  Excluding the impact of the changing foreign currency rates, our distribution net revenue was in line with our prior fiscal year, with a slight increase of 2% year-over-year.  The mix of distribution net revenues between hardware and software sales varied year-over-year with approximately  28% hardware in the year ended March 31, 2004 as compared to 38% hardware in the prior fiscal year.  This is mainly attributed to an increase in business with large, mass-market customers that generate a higher percentage of sales from software.  In both fiscal years, hardware sales were principally comprised of sales of console hardware.  The mix of future distribution net revenues will be driven by a number of factors including the occurrence of further hardware price reductions instituted by hardware manufacturers, the introduction of new hardware platforms and our ability to establish and maintain distribution agreements with hardware manufacturers and third-party software publishers.  We are expecting our fiscal 2005 distribution results to be in line with fiscal 2004.

 

Costs and Expenses

 

Cost of Sales – Product Costs (in thousands)

 

March 31, 2004			% of Consolidated Net Revenue		March 31, 2003			% of Consolidated Net Revenue		Increase/ (Decrease)			Percent Change
$	475,541		50	%	$	440,977		51	%	$	34,564		8	%

 

Cost of sales – product costs represented 50% and 51% of consolidated net revenues for the years ended March 31, 2004 and 2003, respectively.  In absolute dollars, cost of sales – product costs increased due to higher sales volume in fiscal 2004 as compared to fiscal 2003.  There were two primary factors that affected cost of sales – product costs as a percentage of consolidated net revenues:

 

•                  The product mix of our publishing business for the year ended March 31, 2004 reflects a lower proportion of net revenues from titles for hand-held devices, as compared to the year ended March 31, 2003.  Titles for hand-held devices generally have the highest manufacturing per unit cost of all platforms.

 

•                  Due to the lower manufacturing costs for PC titles, we were able to benefit from the strong sales of Call of Duty for the year ended March 31, 2004.

 

We expect cost of sales – product costs as a percentage of net revenue to decrease primarily due to a lower percentage of revenue generated from our distribution business in fiscal 2005, which is a lower margin business.  We may also receive a benefit from changes in product mix in fiscal 2005 due to an increase in PC publishing net revenues as a percentage of total publishing net revenues and the focus on “big proposition” titles, for which we could benefit from volume discounts.

 

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Cost of Sales – Software Royalties and Amortization (in thousands)

 

March 31, 2004			% of Publishing Net Revenue		March 31, 2003			% of Publishing Net Revenue		Increase/ (Decrease)			Percent Change
$	59,744		9	%	$	79,194		13	%	$	(19,450	)	(25	)%

 

Cost of sales – software royalties and amortization for the year ended March 31, 2004 decreased as a percentage of publishing net revenues from the prior fiscal year, from 13% to 9%.  In absolute dollars, cost of sales – software royalties and amortization for the year ended March 31, 2004 also decreased from the prior fiscal year, from $79.2 million to $59.7 million.  The decrease in absolute dollars reflects that there were approximately fifteen major titles released in fiscal 2004 as compared to over twenty in fiscal 2003.  The decrease in the percentage reflects the strong performance of our internally developed key fiscal 2004 third quarter releases.

 

Cost of Sales – Intellectual Property Licenses (in thousands)

 

March 31, 2004			% of Publishing Net Revenue		March 31, 2003			% of Publishing Net Revenue		Increase/ (Decrease)			Percent Change
$	31,862		5	%	$	45,002		7	%	$	(13,140	)	(29	)%

 

Cost of sales – intellectual property licenses for the year ended March 31, 2004 decreased in absolute dollars and as a percentage of publishing net revenues over the same period last year, from 7% to 5%.  The decreases reflect the fact that two of our top performing titles in fiscal 2004, True Crime: Streets of L.A. and Call of Duty, were based on our wholly-owned original intellectual property.  Additionally, during fiscal 2003, we recorded an approximate $7.0 million charge related to an assessment of the recoverability of certain of our investments in long-term licensing agreements.  We expect cost of sales – intellectual property licenses to increase in fiscal 2005 as compared to fiscal 2004, as we expect to have more titles releasing with licensed intellectual property.

 

Product Development (in thousands)

 

March 31, 2004			% of Publishing Net Revenue		March 31, 2003			% of Publishing Net Revenue		Increase/ (Decrease)			Percent Change
$	97,859		15	%	$	56,971		9	%	$	40,888		72	%

 

Product development expenses for the year ended March 31, 2004 increased as a percentage of publishing net revenues from the prior fiscal year, from 9% to 15%. In absolute dollars, product development expenses for the year ended March 31, 2004 also increased from the prior fiscal year, from $57.0 million to $97.9 million.  The increase in product development as a percentage of publishing net revenues and in absolute dollars resulted from:

 

•                  A $21 million game cancellation charge recorded in the fiscal 2004 third quarter.  We executed a realignment of our product portfolio driven by the evolution of the video game market, which is increasingly dominated by high quality products that are based on recognizable franchises and supported with big marketing programs.  We completed a comprehensive review of our product portfolio in which we evaluated each product based on a number of criteria, including:  the strength of the franchise, the projected product quality, the potential responsiveness of the product to aggressive marketing support and the financial risk in the event of product failure.  As a result of this review, we believe that we have an extensive slate of high-potential properties in development.  However, we found that certain projects had a lower likelihood of achieving acceptable levels of operating performance and that continued pursuit of these projects would create a substantial opportunity cost as it related to our slate of high-potential projects. Accordingly, in the three months ended December 31, 2003, we cancelled the development of ten products that we believed were

 

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unlikely to produce an acceptable level of return on our investment.  In connection with the cancellation of these products, we recorded a pre-tax charge of approximately $21 million.

 

•                  Our increased emphasis on product quality and the lengthening of product development schedules.  To maintain the competitiveness of our products and to take advantage of increasingly sophisticated technology associated with new hardware platforms, we have increased the amount of time spent play-testing new products, conducted more extensive product quality evaluations and lengthened product development schedules to allow time to make the improvements indicated by our testing and evaluations.  We are focused on improved game quality, and in many cases, this has resulted in an increase in product development costs.

 

•                  The increase in absolute dollars is also due to an increase in studio employee incentive compensation as a result of the strong performances of key fiscal 2004 title releases.

 

Sales and Marketing (in thousands)

 

March 31, 2004			% of Consolidated Net Revenue		March 31, 2003			% of Consolidated Net Revenue		Increase/ (Decrease)			Percent Change
$	128,221		14	%	$	100,646		12	%	$	27,575		27	%

 

Sales and marketing expenses of $128.2 million and $100.6 million represented 14% and 12% of consolidated net revenues for the years ended March 31, 2004 and 2003, respectively.  The increase in sales and marketing expense dollars and as a percentage of net revenues for the year ended March 31, 2004 from the prior fiscal year was primarily generated by our publishing business as a result of significant marketing programs, including television and in-theatre ad campaigns and in-store promotions, run in support of our three key fiscal 2004 third quarter title releases, Tony Hawk’s Underground, and our two new original properties, True Crime: Streets of L.A. and Call of Duty.  We expect to continue to provide significant marketing support for our future “big proposition” titles.  Accordingly, we expect fiscal 2005 sales and marketing costs to exceed fiscal 2004 spending levels.

 

General and Administrative (in thousands)

 

March 31, 2004			% of Consolidated Net Revenue		March 31, 2003			% of Consolidated Net Revenue		Increase/ (Decrease)			Percent Change
$	44,612		5	%	$	46,479		5	%	$	(1,867	)	(4	)%

 

General and administrative expenses for the year ended March 31, 2004 decreased $1.9 million over the same period last year, from $46.5 million to $44.6 million.  As a percentage of consolidated net revenues, general and administrative expenses remained constant at 5%.  The decrease in absolute dollars was primarily due to:

 

•                  Lower bad debt expense of approximately $3.9 million.

 

•                  The incurrence in the first quarter of fiscal 2003 of $1.0 million of merger related expenses by our publishing business.

 

•                  An approximate $2.0 million charge incurred in fiscal 2003 by our distribution business for the relocation of our UK distribution facility.

 

•                  Partially offset by a $5.2 million year-over-year increase in general and administrative employee related costs in both our publishing and distribution businesses.

 

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Operating Income (in thousands)

 

		March 31, 2004			% of Segment Net Revs		March 31, 2003			% of Segment Net Revs		Increase/ (Decrease)			Percent Change
Publishing		$	93,223		14	%	$	79,139		13	%	$	14,084		18	%
Distribution		16,594			6		15,708			6		886			6
Consolidated		$	109,817		12	%	$	94,847		11	%	$	14,970		16	%

 

Publishing operating income for the year ended March 31, 2004 increased $14.1 million from the same period last year, from $79.1 million to $93.2 million. International publishing operating income for the year ended March 31, 2004 benefited from the positive impact of the year-over-year strengthening of the EUR and the GBP in relation to the U.S. dollar.  Excluding the impact of changes in foreign currency rates, publishing operating income for the year ended March 31, 2004 increased approximately $7.8 million from the same period last year. This increase is primarily due to:

 

•                  Strong performance in both the domestic and international markets of our fiscal 2004 third quarter title releases.

 

Partially offset by:

 

•                  Increased sales and marketing spending.

 

•                  The product development charge recorded in the fiscal 2004 third quarter in connection with the cancellation of ten products.

 

Distribution operating income for the year ended March 31, 2004 increased slightly over the same period last year, from $15.7 million to $16.6 million.  Distribution operating income for the year ended March 31, 2004 benefited from the positive impact of the year-over-year strengthening of the EUR and the GBP in relation to the U.S. dollar.  Excluding the impact of changes in foreign currency rates, distribution operating income for the year ended March 31, 2004 was down slightly by approximately $0.9 million from the same period last year. This decrease is primarily due to an increase in general and administrative employee related costs.

 

Investment Income, Net (in thousands)

 

March 31, 2004			% of Consolidated Net Revenue		March 31, 2003			% of Consolidated Net Revenue		Increase/ (Decrease)			Percent Change
$	6,175		—	%	$	8,560		1	%	$	(2,385	)	(28	)%

 

Investment income, net for the year ended March 31, 2004 was $6.2 million as compared to $8.6 million for the year ended March 31, 2003.  The decrease was primarily due to interest rate reductions and the utilization of excess cash to enter into structured stock repurchase transactions and to purchase treasury stock during the year ended March 31, 2004.  Premiums earned on structured stock repurchase transactions are recorded in additional paid-in-capital.

 

Provision for Income Taxes (in thousands)

 

March 31, 2004			% of Pre Tax Income		March 31, 2003			% of Pre Tax Income		Increase/ (Decrease)			Percent Change
$	38,277		33	%	$	37,227		36	%	$	1,050		3	%

 

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The income tax provision of $38.3 million for the year ended March 31, 2004 reflects our effective income tax rate of 33%.  The significant items that generated the variance between our effective rate and our statutory rate of 35% were research and development tax credits and the impact of foreign tax rate differentials, partially offset by an increase in our deferred tax asset valuation allowance and state taxes.  The realization of deferred tax assets depends primarily on the generation of future taxable income.  We believe that it is more likely than not that we will generate taxable income sufficient to realize the benefit of net deferred tax assets recognized.

 

Results of Operations – Fiscal Years Ended March 31, 2003 and 2002

 

Net income for the year ended March 31, 2003 was $66.2 million or $0.43 per diluted share, as compared to $52.2 million or $0.39 per diluted share for the year ended March 31, 2002.

 

Net Revenues

 

Net revenues for the year ended March 31, 2003 increased 10% from the prior fiscal year, from $786.4 million to $864.1 million.  This increase was generated by our publishing business and, to a lesser degree, our distribution business.

 

The following table details our consolidated net revenues by business segment and our publishing net revenues by territory for the years ended March 31, 2003 and 2002 (in thousands):

 

		Year ended March 31,						Increase/			Percent
		2003			2002			(Decrease)			Change
Publishing Net Revenues
North America		$	432,261		$	404,905		$	27,356		7	%
Europe		164,984			131,873			33,111			25	%
Other		18,730			12,730			6,000			47	%
Total International		183,714			144,603			39,111			27	%
Total Publishing Net Revenues		615,975			549,508			66,467			12	%
Distribution Net Revenues		248,141			236,926			11,215			5	%
Consolidated Net Revenues		$	864,116		$	786,434		$	77,682		10	%

 

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Publishing net revenues for the year ended March 31, 2003 increased 12% from the prior fiscal year, from $549.5 million to $616.0 million.  The following table details our publishing net revenues by platform as a percentage of total publishing net revenues for the years ended March 31, 2003 and 2002 (in thousands):

 

		Year Ended March 31, 2003			% of Publishing Net Revs		Year Ended March 31, 2002			% of Publishing Net Revs		Increase/ (Decrease)			Percent Change
Publishing Net Revenues
PC		$	99,893		16	%	$	117,345		21	%	$	(17,452	)	(15	)%
Console
PlayStation 2		260,307			42	%	110,120			20	%	150,187			136	%
Microsoft Xbox		75,329			12	%	32,921			6	%	42,408			129	%
Nintendo GameCube		74,694			12	%	16,773			3	%	57,921			345	%
PlayStation		52,722			9	%	113,655			21	%	(60,933		)	(54	)%
Other		3,064			1	%	39,517			7	%	(36,453		)	(92	)%
Total Console		466,116			76	%	312,986			57	%	153,130			49	%
Hand-held
Game Boy Advance		44,060			7	%	79,168			15	%	(35,108		)	(44	)%
Game Boy Color		5,906			1	%	40,009			7	%	(34,103		)	(85	)%
Total Hand-held		49,966			8	%	119,177			22	%	(69,211		)	(58	)%
Total Publishing Net Revenues		$	615,975		100	%	$	549,508		100	%	$	66,467		12	%

 

There were several factors that affected the fiscal 2003 net revenue performance of our publishing business.  First, positively impacting our performance, was an improvement in console sales. Our publishing console net revenues for the year ended March 31, 2003 increased 49% from the prior fiscal year, from $313.0 million to $466.1 million.  Fiscal 2003 publishing console net revenues reflect the simultaneous cross-platform, multi-national releases of Spider-Man: The Movie in the first quarter and Tony Hawk’s Pro Skater 4 in the third quarter.  In addition publishing console net revenue performance was also driven by the following releases: Tenchu: Wrath of Heaven, Street Hoops and Cabela’s Big Game Hunter for PS2.  Second, publishing hand-held net revenues for the year ended March 31, 2003 decreased by 58% from the prior fiscal year, from $119.2 million to $50.0 million.  This decrease reflects the fact that the GBA hardware was launched in June 2001.  Our GBA software sales for the year ended March 31, 2002 benefited from the related hardware launch.  We also released fewer titles for the hand-held platforms in fiscal 2003 - - eleven titles, in comparison to nineteen titles in fiscal 2002.  Additionally, the average retail price of titles for hand-held devices was lower in fiscal 2003 than in fiscal 2002.  Third, PC net revenues for the year ended March 31, 2003 decreased 15% from the prior fiscal year, from $117.3 million to $99.9 million.  Though the number of PC titles released in fiscal 2003 was relatively consistent with fiscal 2002, during fiscal 2002, we released Return to Castle Wolfenstein for the PC, which was one of our top performing titles of fiscal 2002.  PC net revenues for the year ended March 31, 2002 reflect that title’s worldwide, strong performance.  Lastly, net revenues from our international publishing business for the year ended March 31, 2003 benefited by approximately $14.1 million from a year-over-year strengthening of the EUR and the GBP in relation to the U.S. dollar.  Excluding the impact of foreign currency fluctuations, our domestic publishing business and our international publishing business experienced similar year-over-year improvements for the reasons detailed above.

 

A significant portion of our revenues and profits are derived from a relatively small number of popular titles and brands each year as revenues and profits are significantly affected by our ability to release highly successful or “hit” titles.  For example, for the year ended March 31, 2003, 30% of our consolidated net revenues and 43% of worldwide publishing net revenues were derived from net revenues from our Spider-Man:  The Movie and Tony Hawk’s Pro Skater 4 titles.  Though many of these titles have substantial production or acquisition costs and marketing budgets, once a title recoups these costs, incremental net revenues directly and positively impacts operating profits resulting in a disproportionate amount of operating income being derived from these select titles.  We expect

 

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that a limited number of titles and brands will continue to produce a disproportionately large amount of our net revenues and profits.

 

Distribution net revenues for the year ended March 31, 2003 increased 5% from the prior fiscal year, from $236.9 million to $248.1 million.  The increase was due to the positive impact of the year-over-year strengthening of the EUR and the GBP in relation to the U.S. dollar.  Distribution console net revenues for the year ended March 31, 2003 also benefited from the international hardware launches of Xbox and GameCube in March 2002 and May 2002, respectively.  It additionally benefited from the price reduction on PS2 hardware that was effective September 2001, as this resulted in both an increase in sales of PS2 hardware, as well as an increase in sales of PS2 software due to the corresponding larger installed hardware base.  This increase was partially offset by declines in distribution hand-held and PC net revenues for the reasons detailed in the discussion of publishing net revenues.  The mix of distribution net revenues between hardware and software sales remained relatively constant year-over-year at approximately 38% hardware and 62% software.

 

Domestic net revenues increased 7% from $404.9 million for the year ended March 31, 2002, to $432.3 million for the year ended March 31, 2003 for the reasons detailed above in the discussion of our publishing business net revenues.  International net revenues increased by 13% from $381.5 million for the year ended March 31, 2002, to $431.9 million for the year ended March 31, 2003 for the reasons detailed above in the discussion of our publishing business, as well as the result of the year-over-year strengthening of the EUR and the GBP in relation to the U.S. dollar.

 

Costs and Expenses

 

Cost of Sales – Product Costs (in thousands)

 

March 31, 2003			% of Consolidated Net Revenue		March 31, 2002			% of Consolidated Net Revenue		Increase/ (Decrease)			Percent Change
$	440,977		51	%	$	435,725		56	%	$	5,252		1	%

 

Cost of sales – product costs represented 51% and 56% of consolidated net revenues for the years ended March 31, 2003 and 2002, respectively.  There were two primary factors that affected cost of sales – product costs as a percentage of consolidated net revenues.  First, the product mix of our publishing business for the year ended March 31, 2003 reflects a lower proportion of net revenues from titles for hand-held devices, as compared to the year ended March 31, 2002.  Titles for hand-held devices generally have the highest manufacturing per unit cost of all platforms.  Second, our manufacturing costs for console titles for the year ended March 31, 2003 benefited from the economies of scale due to the high volume of Spider-Man: The Movie units manufactured.

 

Cost of Sales - Software Royalties and Amortization (in thousands)

 

March 31, 2003			% of Publishing Net Revenue		March 31, 2002			% of Publishing Net Revenue		Increase/ (Decrease)			Percent Change
$	79,194		13	%	$	58,892		11	%	$	20,302		34	%

 

Cost of sales – software royalties and amortization for the year ended March 31, 2003 increased as a percentage of publishing net revenues from the prior fiscal year, from 11% to 13%.  In absolute dollars, cost of sales – software royalties and amortization for the year ended March 31, 2003 also increased from the prior fiscal year, from $58.9 million to $79.2 million.  The increases reflect the change in the product mix of our publishing business.  Though titles for hand-held devices generally have the highest per unit manufacturing cost of all platforms, they have the lowest product development cost structure.  In the year ended March 31, 2002 in which titles for hand-held devices accounted for a higher proportion of publishing net revenues, the related cost of sales – software royalties and amortization was correspondingly low.  This is in comparison to the year ended March 31, 2003 in which console

 

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titles accounted for a higher proportion of publishing net revenues.  Console titles such as PS2, Xbox and GameCube have high product development cost structures, and the release of titles on these platforms will result in a correspondingly high cost of sales – software royalties and amortization.  In addition, we recorded during the fourth quarter of fiscal 2003 approximately $8.0 million related to an assessment of the recoverability of capitalized development costs pertaining to certain products.

 

Cost of Sales - Intellectual Property Licenses (in thousands)

 

March 31, 2003			% of Publishing Net Revenue		March 31, 2002			% of Publishing Net Revenue		Increase/ (Decrease)			Percent Change
$	45,002		7	%	$	40,114		7	%	$	4,888		12	%

 

Cost of sales – intellectual property licenses for the year ended March 31, 2003 remained constant as a percentage of publishing net revenues with the prior fiscal year at 7%.  In absolute dollars, cost of sales – intellectual property licenses for the year ended March 31, 2003 increased from the prior fiscal year, from $40.1 million to $45.0 million.  During the fourth quarter of fiscal 2003, we recorded an approximate $7.0 million related to an assessment of the recoverability of certain of our investments in long-term licensing agreements.  We recorded additional costs relating to common stock warrants issued in connection with those licensing agreements.  The impact of these costs was partially offset by the fact that one of our top performing titles released in fiscal 2002 had a higher intellectual property royalty rate structure than the majority of the top performing titles released in fiscal 2003.

 

Product Development (in thousands)

 

March 31, 2003			% of Publishing Net Revenue		March 31, 2002			% of Publishing Net Revenue		Increase/ (Decrease)			Percent Change
$	56,971		9	%	$	40,960		7	%	$	16,011		39	%

 

Product development expenses for the year ended March 31, 2003 increased as a percentage of publishing net revenues from the prior fiscal year, from 7% to 9%. In absolute dollars, product development expense for the year ended March 31, 2003 also increased from the prior fiscal year, from $41.0 million to $57.0 million.  These increases reflect the change in the product mix of titles in development - more console and less hand-held - during fiscal 2003.  The cost to develop titles for current console systems, such as PS2, Xbox and GameCube, is higher than the cost to develop titles for the legacy console systems and hand-held devices.  Additionally, we had more titles in development during fiscal 2003 than fiscal 2002.  Lastly, in the fourth quarter of fiscal 2003, we decided to eliminate certain smaller and non-core projects from our future development plan.  The cost relating to the cancellation of those titles was approximately $2.6 million.

 

Sales and Marketing (in thousands)

 

March 31, 2003			% of Consolidated Net Revenue		March 31, 2002			% of Consolidated Net Revenue		Increase/ (Decrease)			Percent Change
$	100,646		12	%	$	86,161		11	%	$	14,485		17	%

 

Sales and marketing expenses of $100.6 million and $86.2 million represented 12% and 11% of consolidated net revenues for the years ended March 31, 2003 and 2002, respectively.  The increase in sales and marketing expense dollars for the year ended March 31, 2003 from the prior fiscal year was the result of increased costs in both our publishing and distribution businesses.  The increase in sales and marketing expense dollars in our publishing business

 

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was the result of a significant marketing program in support of the simultaneous cross-platform, multi-national release of Spider-Man:  The Movie during the first quarter of fiscal 2003, as well as increased TV and print ads in support of second, third and fourth quarter releases such as Street Hoops, Tony Hawk’s Pro Skater 4 and Tenchu:  Wrath of Heaven.  Additionally, in the year ended March 31, 2003, we provided sponsorship for select action sports tours/tournaments in support of our Activision action sports brands.  The increase in sales and marketing expense dollars in our distribution business was due to an increasing percentage of our distribution business being generated from large national accounts.  Such large national accounts generally result in increased sales costs.

 

General and Administrative (in thousands) 

 

March 31, 2003			% of Consolidated Net Revenue		March 31, 2002			% of Consolidated Net Revenue		Increase/ (Decrease)			Percent Change
$	46,479		5	%	$	44,008		6	%	$	2,471		6	%

 

General and administrative expenses for the year ended March 31, 2003 increased $2.5 million from the prior fiscal year, from $44.0 million to $46.5 million.  As a percentage of consolidated net revenues, general and administrative expenses remained relatively constant year-over-year at approximately 5% to 6% as a result of our continued focus on building operating efficiencies and controlling costs.  The increase in absolute dollars was primarily due to the incurrence in the first quarter of fiscal 2003 of an approximate $2.0 million charge for the relocation of our UK distribution facility due to the increased growth of our UK distribution and UK publishing businesses.

 

Operating Income (in thousands)

 

		March 31, 2003			% of Segment Net Revs		March 31, 2002			% of Segment Net Revs		Increase/ (Decrease)			Percent Change
Publishing		$	79,139		13	%	$	68,675		12	%	$	10,464		15	%
Distribution		15,708			6		11,899			5		3,809			32
Consolidated		$	94,847		11	%	$	80,574		10	%	$	14,273		18	%

 

Operating income for the year ended March 31, 2003 was $94.8 million, compared to $80.6 million in the prior fiscal year.  The increase reflects improvements in both our publishing and distribution businesses.  Publishing operating income improvement reflects, as previously discussed, the benefits generated by the release of hit titles, the decrease in cost of sales – product costs due to changes in product mix and our continued focus on building operating efficiencies and controlling costs. Distribution operating income improvement includes the distribution of a very successful third-party publisher’s title in several countries and reductions in headcount related expenses.

 

Investment Income, Net (in thousands)

 

March 31, 2003			% of Consolidated Net Revenue		March 31, 2002			% of Consolidated Net Revenue		Increase/ (Decrease)			Percent Change
$	8,560		1	%	$	2,546		1	%	$	6,014		236	%

 

Investment income, net for the year ended March 31, 2003 was $8.6 million as compared to $2.5 million for the year ended March 31, 2002.  The increase is primarily due to higher average cash and short-term investment balances during fiscal 2003, partially offset by lower market rates.

 

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Provision for Income Taxes (in thousands)

 

March 31, 2003			% of Pre Tax Income		March 31, 2002			% of Pre Tax Income		Increase/ (Decrease)			Percent Change
$	37,227		36	%	$	30,882		37	%	$	6,345		21	%

 

The income tax provision of $37.2 million for the year ended March 31, 2003 reflects our effective income tax rate of 36%.  The significant items that generated the variance between our effective rate and our statutory rate of 35% were state taxes and an increase in our deferred tax asset valuation allowance, partially offset by research and development tax credits and the impact of foreign tax rate differentials.  The realization of deferred tax assets depends primarily on the generation of future taxable income.  We believe that it is more likely than not that we will generate taxable income sufficient to realize the benefit of net deferred tax assets recognized.

 

Quarterly Operating Results

 

Our quarterly operating results have in the past varied significantly and will likely vary significantly in the future, depending on numerous factors, several of which are not under our control.  See Item 1 “Business – Factors Affecting Future Performance.”  Our business also has experienced and is expected to continue to experience significant seasonality, largely due to consumer buying patterns and our product release schedule focusing on those patterns.  Net revenues typically are significantly higher during the fourth calendar quarter, primarily due to the increased demand for consumer software during the year-end holiday buying season.  Accordingly, we believe that period-to-period comparisons of our operating results are not necessarily meaningful and should not be relied upon as indications of future performance.

 

The following table is a comparative breakdown of our quarterly results for the immediately preceding eight quarters (amounts in thousands, except per share data):

 

					Restated (1)
		Quarter ended
		March 31, 2004			Dec. 31, 2003 (2)			Sept. 30, 2003			June 30, 2003			March 31, 2003 (2)			Dec. 31, 2002			Sept. 30, 2002			June 30, 2002
Net revenues		$	162,897		$	508,511		$	117,523		$	158,725		$	125,001		$	378,685		$	169,172		$	191,258
Operating income (loss)		4,643			116,961			(16,933		)	5,146			(14,444		)	66,761			11,334			31,196
Net income (loss)		6,664			76,981			(10,093		)	4,163			(7,957		)	44,347			9,086			20,704
Basic earnings (loss) per share		0.05			0.58			(0.08		)	0.03			(0.06		)	0.30			0.06			0.15
Diluted earnings (loss) per share		0.04			0.53			(0.08		)	0.03			(0.06		)	0.28			0.06			0.14

 

(1)                                  Consolidated financial information has been restated for the effect of our three-for-two stock split effected in the form of a 50% stock dividend to shareholders of record as of February 23, 2004, paid March 15, 2004.

 

(2)                                  See Note 5, “Software Development Costs and Intellectual Property Licenses” of the Notes to the Consolidated Financial Statements included in Item 8.

 

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Liquidity and Capital Resources

 

Sources of Liquidity

 

		As of and for the Year ended March 31,						Increase/
(in thousands)		2004			2003			(Decrease)
Cash and cash equivalents		$	466,552		$	285,554		$	180,998
Short-term investments		121,097			121,400			(303		)
		$	587,649		$	406,954		$	180,695
Percentage of total assets		61		%	58		%
Cash flows provided by operating activities		$	67,403		$	90,975		$	(23,572	)
Cash flows used in investing activities		(15,169		)	(155,101		)	139,932
Cash flows provided by financing activities		117,569			64,090			53,479

 

As of March 31, 2004, our primary source of liquidity is comprised of $466.6 million of cash and cash equivalents and $121.1 million of short-term investments.  Over the last three years, our primary sources of liquidity have included cash on hand at the beginning of the year and cash flows generated from continuing operations.  We have also generated significant cash flows from the issuance of our common stock to employees through the exercise of options and to the public through an underwritten public offering in fiscal 2003, as well as from the utilization of structured stock repurchase transactions, which are described in more detail below in “Cash Flows from Financing Activities.”  In recent years, we have not utilized debt financing as a significant source of cash flows.  However, we do have available at certain of our international locations, credit facilities, which are described below in “Credit Facilities,” that can be utilized if needed.

 

In August 2003, we filed with the Securities and Exchange Commission two amended shelf registration statements, including the base prospectuses therein. The first shelf registration statement, on Form S-3, allows us, at any time, to offer any combination of securities described in the base prospectus in one or more offerings with an aggregate initial offering price of up to $500,000,000.  Unless we state otherwise in the applicable prospectus supplement, we expect to use the net proceeds from the sale of the securities for general corporate purposes, including capital expenditures, working capital, repayment or reduction of long-term and short-term debt and the financing of acquisitions and other business combinations. We may invest funds that we do not immediately require in marketable securities.

 

The second shelf registration statement, on Form S-4, allows us, at any time, to offer any combination of securities described in the base prospectus in one or more offerings with an aggregate initial offering price of up to $250,000,000 in connection with our acquisition of the assets, business or securities of other companies whether by purchase, merger, or any other form of business combination.

 

We believe that we have sufficient working capital ($675.8 million at March 31, 2004), as well as proceeds available from our international credit facilities, to finance our operational requirements for at least the next twelve months, including purchases of inventory and equipment, the funding of the development, production, marketing and sale of new products and the acquisition of intellectual property rights for future products from third parties.

 

Cash Flows from Operating Activities

 

In recent years, the primary drivers of cash flows from operating activities typically have included the collection of customer receivables generated by the sale of our products, offset by payments to vendors for the manufacture, distribution and marketing of our products, third-party developers and intellectual property holders and our own employees.  A significant operating use of our cash relates to our continued investment in software development and intellectual property licenses.  We spent approximately $115.2 million and $151.6 million in the years ended March 31, 2004 and 2003, respectively, in connection with the acquisition of publishing or distribution

 

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rights for products being developed by third parties, the execution of new license agreements granting us long-term rights to intellectual property of third parties, as well as the capitalization of product development costs relating to internally developed products.  We expect that we will continue to make significant expenditures relating to our investment in software development and intellectual property licenses.  Our future cash commitments relating to these investments are detailed below in “Commitments.”  Cash flows from operations are affected by our ability to release highly successful or “hit” titles.  Though many of these titles have substantial production or acquisition costs and marketing budgets, once a title recoups these costs, incremental net revenues typically will directly and positively impact cash flows.

 

The principal components comprising cash flows from operating activities for the year ended March 31, 2004, included favorable operating results and increases in accounts payable, partially offset by increases in accounts receivable and our continued investment in software development and intellectual property licenses.  See an analysis of the change in key balance sheet accounts below in “Key Balance Sheet Accounts.”  We expect that a primary source of future liquidity, both short-term and long-term, will be the result of cash flows from continuing operations.

 

Cash Flows from Investing Activities

 

In recent years, the primary drivers of cash used in investing activities typically have included capital expenditures, acquisitions of privately held interactive software development companies and the net effect of purchases and sales/maturities of short-term investment vehicles.  The goal of our short-term investments is to maximize return while minimizing risk, maintaining liquidity, coordinating with anticipated working capital needs and providing for prudent investment diversification.

 

For the year ended March 31, 2004, cash flows used in investing activities were primarily the result of capital expenditures and the utilization of approximately $3.5 million of cash to acquire the privately held interactive software development company, Infinity Ward.  We have historically financed our acquisitions through the issuance of shares of common stock or a combination of common stock and cash. We will continue to evaluate potential acquisition candidates as to the benefit they bring to us.

 

Cash Flows from Financing Activities

 

In recent years, the primary drivers of cash provided by financing activities have related to transactions involving our common stock, including the issuance of shares of common stock to employees and the public, the purchase of treasury shares, as well as the use of structured stock repurchase transactions.  In recent years, we have not utilized debt financing as a significant source of cash flows.  However, we do have available at certain of our international locations, credit facilities, which are described below in “Credit Facilities,” that can be utilized if needed.

 

The cash provided by financing activities for the year ended March 31, 2004, primarily is the result of the maturity of structured stock repurchase transactions, partially offset by cash used to purchase treasury stock and enter into additional structured stock repurchase transactions.  During fiscal 2003, our Board of Directors authorized a buyback program under which we can repurchase up to $350.0 million of our common stock. Under the program, shares may be purchased as determined by management and within certain guidelines, from time to time, in the open market or in privately negotiated transactions, including privately negotiated structured stock repurchase transactions and through transactions in the options markets. Depending on market conditions and other factors, these purchases may be commenced or suspended at any time or from time to time without prior notice.  In the past, we have entered into structured stock repurchase transactions that were settled in cash or stock based on the market price of our common stock on the date of the settlement. Upon settlement, we either had our capital investment returned with a premium or received shares of our common stock, depending, respectively, on whether the market price of our common stock was above or below a pre-determined price agreed in connection with each such transaction.  As of March 31, 2004, we had approximately $226.2 million available for utilization under the buyback program and no outstanding structured stock repurchase transactions. We actively manage our capital structure and balance sheet as a component of our overall business strategy.  Accordingly, in the future, when we determine that market conditions are appropriate, we may seek to achieve long term value for the shareholders through, among other things, new debt or equity financings or refinancings, share repurchases and other transactions involving our equity or debt securities.

 

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Key Balance Sheet Accounts

 

Accounts Receivable

 

(amounts in thousands)		March 31, 2004			March 31, 2003			Increase/ (Decrease)
Gross accounts receivable		$	109,605		$	73,178		$	36,427
Net accounts receivable		62,577			15,822			46,755

 

The increase in gross accounts receivable was primarily the result of:

 

•                  Higher sales in the fourth quarter of fiscal 2004 over the prior year quarter due to the continued strong sales of our key third quarter fiscal 2004 releases, True Crime:  Streets of L.A., Tony Hawk’s Underground and Call of Duty and an increase in the number of titles released in the fourth quarter of fiscal 2004 (Tenchu: Return from Darkness on Xbox and Pitfall: The Lost Expedition and MTX: Mototrax on multiple platforms) over the prior year quarter (Tenchu:  Wrath of Heaven on PS2).

 

•                  A significant increase in business of our UK distribution facility with large, mass-market customers.  Large, mass-market customers typically have longer trading terms than smaller, independent accounts.

 

Reserves for returns, price protection and bad debt decreased from $57.4 million at March 31, 2003 to $47.0 million at March 31, 2004, primarily due to the strong sell through to end consumers of our key third quarter fiscal 2004 releases.

 

Inventories

 

(amounts in thousands)		March 31, 2004			March 31, 2003			Increase/ (Decrease)
Inventories		$	26,427		$	19,577		$	6,850

 

The increase in inventories was driven by our distribution business, primarily the result of:

 

•                  Higher PS2 hardware on-hand at March 31, 2004 at our UK distribution facility.

 

Software Development and Intellectual Property Licenses

 

(amounts in thousands)		March 31, 2004			March 31, 2003			Increase/ (Decrease)
Software development and intellectual property licenses		$	135,201		$	107,921		$	27,280

 

The increase in software development and intellectual property licenses was primarily the result of:

 

•                  Continued investment in software development and intellectual property licenses.  We spent approximately $115.2 million in the year ended March 31, 2004 in connection with the acquisition of publishing or distribution rights for products being developed by third parties, the execution of new license agreements granting us long-term rights to intellectual property of third parties, as well as the capitalization of product development costs relating to internally developed products.

 

•                  Offset by $87.9 million of amortization and write-offs of capitalized software development costs and intellectual property licenses.

 

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Accounts Payable

 

(amounts in thousands)		March 31, 2004			March 31, 2003			Increase/ (Decrease)
Accounts payable		$	72,874		$	45,602		$	27,272

 

The increase in accounts payable was primarily the result of:

 

•                  Increased inventory purchases by our publishing business as a result of the increased sales in the fourth quarter of fiscal 2004 over the prior year quarter due to the continued strong sales of our key third quarter fiscal 2004 releases, True Crime:  Streets of L.A., Tony Hawk’s Underground and Call of Duty and an increase in the number of titles released in the fourth quarter of fiscal 2004 (Tenchu: Return from Darkness on Xbox and Pitfall: The Lost Expedition and MTX: Mototrax on multiple platforms) over the prior year quarter (Tenchu:  Wrath of Heaven on PS2).

 

Accrued Expenses

 

(amounts in thousands)		March 31, 2004			March 31, 2003			Increase/ (Decrease)
Accrued expenses		$	63,205		$	58,656		$	4,549

 

The increase in accrued expenses was primarily driven by:

 

•                  Marketing support for our key title releases.

 

•                  Increased foreign income taxes payable.

 

•                  Increased annual bonuses as a result of company performance.

 

•                  Partially offset by a $7.5 million accrual at March 31, 2003, for the settlement of treasury stock purchases.

 

Credit Facilities

 

We have revolving credit facilities with our Centresoft subsidiary located in the UK (the “UK Facility”) and our NBG subsidiary located in Germany (the “German Facility”).  The UK Facility provided Centresoft with the ability to borrow up to GBP 8.0 million ($14.6 million), including issuing letters of credit, on a revolving basis as of March 31, 2004. Furthermore, under the UK Facility, Centresoft provided a GBP 0.3 million ($0.5 million) guarantee for the benefit of our CD Contact subsidiary as of March 31, 2004.  The UK Facility bore interest at LIBOR plus 2.0% as of March 31, 2004, is collateralized by substantially all of the assets of the subsidiary and expires in November 2004.  The UK Facility also contains various covenants that require the subsidiary to maintain specified financial ratios related to, among others, fixed charges.  As of March 31, 2004, we were in compliance with these covenants.  No borrowings were outstanding against the UK Facility as of March 31, 2004.  The German Facility provided for revolving loans up to EUR 0.5 million ($0.6 million) as of March 31, 2004, bore interest at a Eurocurrency rate plus 2.5%, is collateralized by certain of the subsidiary’s property and equipment and has no expiration date.  No borrowings were outstanding against the German Facility as of March 31, 2004.

 

Commitments

 

In the normal course of business, we enter into contractual arrangements with third parties for the development of products, as well as for the rights to intellectual property.  Under these agreements, we commit to provide specified payments to a developer or intellectual property holder, based upon contractual arrangements. Typically, the payments to third-party developers are conditioned upon the achievement by the developers of contractually specified development milestones.  These payments to third-party developers and intellectual property holders typically are deemed to be advances and are recoupable against future royalties earned by the developer or intellectual property holder based on the sale of the related game. Additionally, in connection with certain intellectual property right acquisitions and development agreements, we will commit to spend specified amounts for marketing support for the related game(s) which is to be developed or in which the intellectual property will be utilized.  Assuming all

 

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contractual provisions are met, the total future minimum commitments for these and other contractual arrangements in place as of March 31, 2004, are scheduled to be paid as follows (amounts in thousands):

 

		Contractual Obligations
		Facility Leases			Developer and IP			Marketing			Total
Fiscal year ending March 31,
2005		$	8,936		$	62,529		$	39,919		$	111,384
2006		7,520			17,328			11,500			36,348
2007		6,870			4,545			15,000			26,415
2008		4,033			1,895			—			5,928
2009		2,993			3,020			—			6,013
Thereafter		16,222			—			—			16,222
Total		$	46,574		$	89,317		$	66,419		$	202,310

 

The developer and intellectual property commitments above exclude approximately $9.3 million of commitments originally scheduled to be paid between fiscal 2004 through fiscal 2007 relating to an intellectual property rights agreement with a third party.  Effective June 30, 2003, we terminated the agreement and filed a breach of contract suit against the third party.

 

Financial Disclosure

 

We maintain internal controls over financial reporting, which generally include those controls relating to the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America. We also are focused on our “disclosure controls and procedures,” which as defined by the Securities and Exchange Commission are generally those controls and procedures designed to ensure that financial and non-financial information required to be disclosed in our reports filed with the Securities and Exchange Commission is reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is communicated to management, including our chief executive officer and our chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Our Disclosure Committee, which operates under the board approved Disclosure Committee Charter and Disclosure Controls & Procedures Policy, includes senior management representatives and assists executive management in its oversight of the accuracy and timeliness of our disclosures, as well as in implementing and evaluating our overall disclosure process. As part of our disclosure process, senior finance and operational representatives from all of our corporate divisions and business units prepare quarterly reports regarding their current quarter operational performance, future trends, subsequent events, internal controls, changes in internal controls and other accounting and disclosure-relevant information.  These quarterly reports are reviewed by certain key corporate finance representatives.  These corporate finance representatives also conduct quarterly interviews on a rotating basis with the preparers of selected quarterly reports. The results of the quarterly reports and related interviews are reviewed by the Disclosure Committee.  Finance representatives also conduct reviews with our senior management team, our external counsel and other appropriate personnel involved in the disclosure process, as appropriate. Additionally, senior finance and operational representatives provide internal certifications regarding the accuracy of information they provide that is utilized in the preparation of our periodic public reports filed with the Securities and Exchange Commission.  Financial results and other financial information also are reviewed with the Audit Committee of the board of directors on a quarterly basis. As required by applicable regulatory requirements, the Chief Executive Officer and the Chief Financial Officer review and make various certifications regarding the accuracy of our periodic public reports filed with the Securities and Exchange Commission, our disclosure controls and procedures, and our internal control over financial reporting. With the assistance of the Disclosure Committee, we will continue to assess and monitor our disclosure controls and procedures, and our internal controls over financial reporting, and will make refinements as necessary.

 

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Inflation

 

Our management currently believes that inflation has not had a material impact on continuing operations.

 

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Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market risk is the potential loss arising from fluctuations in market rates and prices.  Our market risk exposures primarily include fluctuations in interest rates, foreign currency exchange rates and market prices.  Our market risk sensitive instruments are classified as “other than trading.”  Our views on market risk are not necessarily indicative of actual results that may occur and do not represent the maximum possible gains and losses that may occur, since actual gains and losses will differ from those estimated, based upon actual fluctuations in interest rates, foreign currency exchange rates and market prices and the timing of transactions.

 

Interest Rate Risk

 

Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio.  We do not use derivative financial instruments in our investment portfolio.  We manage our interest rate risk by maintaining an investment portfolio consisting primarily of debt instruments with high credit quality and relatively short average maturities.  We also manage our interest rate risk by maintaining sufficient cash and cash equivalent balances such that we are typically able to hold our investments to maturity.  As of March 31, 2004, our cash equivalents and short-term investments included debt securities of $426.2 million.

 

The following table presents the amounts and related weighted average interest rates of our investment portfolio as of March 31, 2004 (amounts in thousands):

 

		Average Interest Rate		Amortized Cost			Fair Value
Cash equivalents:
Fixed rate		1.12	%	$	305,132		$	305,132
Variable rate		0.95		60,006			60,006
Short-term investments:
Fixed rate		1.81	%	$	121,000		$	121,097

 

Our short-term investments generally mature between three months and two years.

 

Foreign Currency Exchange Rate Risk

 

We transact business in many different foreign currencies and may be exposed to financial market risk resulting from fluctuations in foreign currency exchange rates, particularly GBP and EUR. The volatility of GBP and EUR (and all other applicable currencies) will be monitored frequently throughout the coming year.  When appropriate, we enter into hedging transactions in order to mitigate our risk from foreign currency fluctuations. We will continue to use hedging programs in the future and may use currency forward contracts, currency options and/or other derivative financial instruments commonly utilized to reduce financial market risks if it is determined that such hedging activities are appropriate to reduce risk.  We do not hold or purchase any foreign currency contracts for trading purposes.  As of March 31, 2004, we had no outstanding hedging contracts.

 

Market Price Risk

 

With regard to the structured stock repurchase transactions described in Note 16 in the Notes to the Consolidated Financial Statements, at those times when we have structured stock repurchase transactions outstanding, it is possible that at settlement we could take delivery of shares at an effective repurchase price higher than the then market price.  As of March 31, 2004, we had no structured stock repurchase transactions outstanding.

 

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Item 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of March 31, 2004 and 2003
Consolidated Statements of Operations for the Years Ended March 31, 2004, 2003 and 2002
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended March 31, 2004, 2003 and 2002
Consolidated Statements of Cash Flows for the Years Ended March 31, 2004, 2003 and 2002
Notes to Consolidated Financial Statements
Schedule II-Valuation and Qualifying Accounts and Reserves as of March 31, 2004, 2003 and 2002
Item 15.  Exhibit Index

 

All other schedules of Activision are omitted because of the absence of conditions under which they are required or because the required information is included elsewhere in the financial statements or in the notes thereto.

 

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

 

None.

 

Item 9A.  CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, our management conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).  Based on this evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective.  Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within Activision to disclose material information otherwise required to be set forth in our periodic reports.

 

Changes in Internal Controls

 

There was no change in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act ) during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART III

 

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

 

The information required by this Item is incorporated by reference to the sections of our definitive Proxy Statement for our 2004 Annual Meeting of Shareholders, entitled “Election of Directors” and “Executive Officers and Key Employees” to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.

 

Item 11. EXECUTIVE COMPENSATION

 

The information required by this Item is incorporated by reference to the sections of our definitive Proxy Statement for our 2004 Annual Meeting of Shareholders, entitled “Executive Compensation” and “Indebtedness of Management” to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.

 

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The information required by this Item is incorporated by reference to the sections of our definitive Proxy Statement for our 2004 Annual Meeting of Shareholders, entitled “Security Ownership of Certain Beneficial Owners and Management” to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.

 

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

The information required by this Item is incorporated by reference to the sections of our definitive Proxy Statement for our 2004 Annual Meeting of Shareholders, entitled “Certain Relationships and Related Transactions” to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.

 

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The information required by this Item is incorporated by reference to the sections of our definitive Proxy Statement for our 2004 Annual Meeting of Shareholders, entitled “Principal Accountant Fees and Services” to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.

 

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PART IV

 

Item 15.                EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 

(a) 1.       Financial Statements  See Item 8.  - -  Consolidated Financial Statements and Supplementary Data Index for Financial Statements and Schedule on page 52 herein.

 

2.      Financial Statement Schedule  The following financial statement schedule of Activision, Inc. for the years ended March 31, 2004, 2003 and 2002 is filed as part of this report and should be read in conjunction with the Consolidated Financial Statements of Activision, Inc.:

 

Schedule II — Valuation and Qualifying Accounts and Reserves

 

Other financial statement schedules are omitted because the information called for is not required or is shown either in the Consolidated Financial Statements or the notes thereto.

 

3.                   Exhibits Required by Item 601 of Regulation S-K

 

Exhibit Number		Exhibit
2.1		Agreement and Plan of Merger dated as of June 9, 2000 among Activision, Inc., Activision Holdings, Inc. and ATVI Merger Sub, Inc. (incorporated by reference to Exhibit 2.4 of Activision’s Form 8-K, filed June 16, 2000).
3.1		Amended and Restated Certificate of Incorporation of Activision Holdings, dated June 1, 2000 (incorporated by reference to Exhibit 2.5 of Activision’s Form 8-K, filed June 16, 2000).
3.2		Amended and Restated Bylaws dated August 1, 2000 (incorporated by reference to Exhibit 3.2 of Activision’s Form 8-K, filed July 11, 2001).
3.3		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Activision Holdings dated as of June 9, 2000 (incorporated by reference to Exhibit 2.7 of Activision’s Form 8-K, filed June 16, 2000).
3.4		Certificate of Amendment of Amended and Restated Certificate of Incorporation, as amended, of Activision, Inc. dated as of August 23, 2001 (incorporated by reference to Exhibit 3.3 of Amendment No. 1 to our Registration Statement on Form S-3, Registration No. 333-66280, filed August 31, 2001).
3.5		Certificate of Designation of Series A Junior Preferred Stock of Activision, Inc. dated as of December 27, 2001 (incorporated by reference to Exhibit 3.4 of Activision’s Form 10-Q for the quarter ended December 31, 2001).

 

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3.6		Certificate of Amendment of Amended and Restated Certificate of Incorporation, as amended, of Activision dated as of December 29, 2003 (incorporated by reference to Exhibit 3.6 of Activision’s Form 10-Q for the quarter ended December 31, 2003).
4.1		Rights Agreement dated as of April 18, 2000, between Activision and Continental Stock Transfer & Trust Company, which includes as exhibits the form of Right Certificates as Exhibit A, the Summary of Rights to Purchase Series A Junior Preferred Stock as Exhibit B and the form of Certificate of Designation of Series A Junior Preferred Stock of Activision as Exhibit C, (incorporated by reference to Activision’s Registration Statement on Form 8-A, Registration No. 001-15839, filed April 19, 2000).
10.1		Activision, Inc. 1991 Stock Option and Stock Award Plan, as amended (incorporated by reference to Exhibit 10.1 of Activision’s Form 10-K for the year ended March 31, 2002).
10.2		Activision, Inc. 1998 Incentive Plan, as amended (incorporated by reference to Exhibit 10.4 of Activision’s Form 10-Q for the quarter ended December 31, 2001).
10.3		Activision, Inc. 1999 Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of Activision’s Form 10-Q for the quarter ended June 30, 2002).
10.4		Activision, Inc. 2001 Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 of Activision’s Form 10-Q for the quarter ended June 30, 2002).
10.5		Activision, Inc. 2002 Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 of Activision’s Form 10-Q for the quarter ended June 30, 2003).
10.6		Activision, Inc. 2002 Executive Incentive Plan (incorporated by reference to Appendix I of Activision’s 2002 Definitive Proxy Statement on Schedule 14A, filed June 29, 2002).
10.7		Activision, Inc. 2002 Studio Employee Retention Incentive Plan (incorporated by reference to Exhibit 10.2 of Activision’s Form 10-Q for the quarter ended December 31, 2002).
10.8		Activision, Inc. 2003 Incentive Plan (incorporated by reference to Exhibit 10.2 of Activision’s Form 10-Q for the quarter ended June, 30, 2003).
10.9		Activision, Inc. 2002 Employee Stock Purchase Plan (incorporated by reference to Appendix II of Activision’s 2002 Definitive Proxy Statement on Schedule 14A, filed June 29, 2002).

 

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10.10		Activision, Inc. 2002 Employee Stock Purchase Plan for International Employees (incorporated by reference to Exhibit 5.1 of Activision’s Registration Statement on Form S-8, filed February 19, 2003).
10.11		Activision, Inc. Employee Stock Purchase Plan, as amended, (incorporated by reference to Exhibit 4.1 of Activision’s Form S-8, Registration No. 333-36272 filed May 4, 2000).
10.12		Amendment I dated July 22, 2002 to employment agreement dated May 22, 2000, between Activision and Robert A. Kotick (incorporated by reference to Exhibit 10.1 of Activision’s Form 10-Q for the quarter ended September 30, 2002).
10.13		Amended and restated employment agreement dated May 22, 2000 between Activision and Robert A. Kotick (incorporated by reference to Exhibit 10.1 of Activision’s Form 10-Q for the quarter ended September 30, 2000).
10.14		Stock option agreement dated May 22, 2000 between Activision and Robert A. Kotick (incorporated by reference to Exhibit 10.2 of Activision’s Form 10-Q for the quarter ending September 30, 2000).
10.15		Employment agreement dated April 1, 2002 between Activision and William J. Chardavoyne (incorporated by reference to Exhibit 10.12 of Activision’s Form 10-K for the year ended March 31, 2002).
10.16		Employment agreement dated November 20, 2002 between Activision and George Rose (incorporated by reference to Exhibit 10.1 of Activision’s Form 10-Q for the quarter ended December 31, 2002).
10.17		Service Agreement dated March 1, 2002 between Combined Distribution (Holdings) Limited and Richard Andrew Steele (incorporated by reference to Exhibit 10.14 of Activision’s Form 10-K for the year ended March 31, 2002).
10.18		Employment agreement dated April 1, 2002 between Activision and Michael Rowe (incorporated by reference to Exhibit 10.15 of Activision’s Form 10-K for the year ended March 31, 2002).
10.19		Employment agreement dated November 6, 2003 between Activision and Kathy Vrabeck (incorporated by reference to Exhibit 10.1 of Activision’s Form 10-Q for the quarter ended December 31, 2003).
10.20		Employment Agreement dated July 22, 2002 between Ronald Doornink and Activision (incorporated by reference to Exhibit 10.6 of Activision’s Form 10-Q for the quarter ended June 30, 2002).

 

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10.21		Amendment I dated July 22, 2002 to employment agreement dated May 22, 2000, between Activision and Brian G. Kelly (incorporated by reference to Exhibit 10.2 of Activision’s Form 10-Q for the quarter ended September 30, 2002).
10.22		Amended and restated employment agreement dated May 22, 2000 between Activision and Brian G. Kelly (incorporated by reference to Exhibit 10.3 of Activision’s Form 10-Q for the quarter ending September 30, 2000).
10.23		Stock option agreement dated May 22, 2000 between Activision and Brian G. Kelly (incorporated by reference to Exhibit 10.4 of Activision’s Form 10-Q for the quarter ending September 30, 2000).
10.24		Confidential License Agreement for Nintendo Gamecube (Western Hemisphere), dated as of November 9, 2001, between Nintendo of America Inc. and Activision Publishing, Inc. (incorporated by reference to Exhibit 10.1 of Activision’s Form S-3, Registration No. 333-101271, filed January 14, 2003).
10.25		License Agreement for the Nintendo Gamecube System (EEA), dated as of June 5, 2002, between Nintendo Co., Ltd. and Activision, Inc. (incorporated by reference to Exhibit 10.2 of Activision’s Form S-3, Registration No. 333-101271, filed January 14, 2003).
10.26		Confidential License Agreement for Game Boy Advance (Western Hemisphere), dated as of May 10, 2001, between Nintendo of America, Inc. and Activision Publishing, Inc. (incorporated by reference to Exhibit 10.3 of Activision’s Form S-3, Registration No. 333-101271, filed January 14, 2003).
10.27		Confidential License Agreement for the Game Boy Advance Video Game System (EEA, Australia and New Zealand), dated as of September 14, 2001, between Nintendo Co., Ltd. and Activision, Inc. (incorporated by reference to Exhibit 10.4 of Activision’s Form S-3, Registration No. 333-101271, filed January 14, 2003).
10.28		Microsoft Corporation Xbox Publisher License Agreement, dated as of July 18, 2001, between Microsoft Corporation and Activision Publishing, Inc. (incorporated by reference to Exhibit 10.5 of Activision’s Form S-3, Registration No. 333-101271, filed January 14, 2003).
10.29		Amendment to Microsoft Corporation Xbox Publisher License Agreement, dated as of April 19, 2002, between Microsoft Corporation and Activision Publishing, Inc. (incorporated by reference to Exhibit 10.6 of Activision’s Form S-3, Registration No. 333-101271, filed January 14, 2003).

 

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10.30		Xbox Live Distribution Amendment to the Xbox Publisher Licensing Agreement, dated as of October 28, 2002, between Microsoft Corporation and Activision Publishing, Inc. (incorporated by reference to Exhibit 10.7 of Activision’s Form S-3, Registration No. 333-101271, filed January 14, 2003).
10.31		Licensed Publisher Agreement, dated as of July 13, 2002, between Sony Computer Entertainment America Inc. and Activision, Inc. (“Playstation license”) (incorporated by reference to Exhibit 10.8 of Activision’s Form S-3, Registration No. 333-101271, filed January 14, 2003).
10.32		Amendment to Licensed Publisher Agreement, dated as of April 1, 2000, between Sony Computer Entertainment America Inc. and Activision, Inc. (“Playstation2 license”) (incorporated by reference to Exhibit 10.9 of Activision’s Form S-3, Registration No. 333-101271, filed January 14, 2003).
10.33		Playstation2 Licensed Publisher Agreement, dated as of March 23, 2001, between Sony Computer Entertainment Europe Limited and Activision UK Limited (incorporated by reference to Exhibit 10.10 of Activision’s Form S-3, Registration No. 333-101271, filed January 14, 2003).
14.1		Code of Ethics for Senior Financial Officers.
21.1		Principal subsidiaries of Activision.
23.1		Consent of Independent Registered Public Accounting Firm.
31.1		Certification of Robert A. Kotick pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Ronald Doornink pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3		Certification of William J. Chardavoyne pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Robert A. Kotick pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Ronald Doornink pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3		Certification of William J. Chardavoyne pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

(b) Reports on Form 8-K.

 

1.1

We filed a Form 8-K on January 28, 2004, reporting under “Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits” and “Item 12. Results of

 

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		Operations and Financial Condition” issuing a press release announcing our third quarter fiscal 2004 financial results.
1.2		We filed a Form 8-K on February 13, 2004, reporting under “Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits” and “Item 9.  Regulation FD Disclosure” issuing a press release announcing a three-for-two split of our outstanding common shares.
1.3		We filed a Form 8-K on March 8, 2004, reporting under “Item 5. Other Events and Regulation FD Disclosure” and “Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits” regarding the filing of a lawsuit against Activision by the Construction Industry Carpenters Joint Pension Trust for Southern Nevada.
1.4		We filed a Form 8-K on March 25, 2004, reporting under “Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits” and “Item 9.  Regulation FD Disclosure” issuing a press release announcing revised revenue and earnings guidance for the fourth quarter of fiscal year 2004 and for the full 2004 fiscal year.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

Date: June 10, 2004
ACTIVISION, INC.
By:	/s/  Ronald Doornink
	(Ronald Doornink)
	President

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By:	/s/  Robert A. Kotick		Chairman, Chief Executive Officer,		June 10, 2004
	(Robert A. Kotick)		Activision, Inc., and Director
By:	/s/  Brian G. Kelly		Co-Chairman and Director		June 10, 2004
	(Brian G. Kelly)
By:	/s/  Ronald Doornink		President, Activision, Inc.;		June 10, 2004
	(Ronald Doornink)		Chief Executive Officer,
			Activision Publishing, Inc.
			(Principal Executive Officer) and Director
By:	/s/  William J. Chardavoyne		Executive Vice President		June 10, 2004
	(William J. Chardavoyne)		and Chief Financial Officer
			(Principal Financial and
			Accounting Officer)
By:	/s/  Kenneth L. Henderson		Director		June 10, 2004
	(Kenneth L. Henderson)
By:	/s/  Barbara S. Isgur		Director		June 10, 2004
	(Barbara S. Isgur)
By:	/s/  Robert J. Morgado		Director		June 10, 2004
	(Robert J. Morgado)
By:	/s/  Robert J. Corti		Director		June 10, 2004
	(Robert J. Corti)
By:	/s/  Peter J. Nolan		Director		June 10, 2004
	(Peter J. Nolan)

 

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