2 5 t h A n n i v e r s a r y 2004 Annual Report Financial Highlights In thousands of dollars, except per share data 2004 2003 2002 Net revenues Operating income Net earnings Diluted earnings per share $947,656 109,817 77,715 0.54 $864,116 94,847 66,180 0.43 $786,434 80,574 52,238 0.39 Net Revenues in millions of dollars Net Earnings in millions of dollars Diluted Earnings per common share $948 $864 $786 $78 $66 $52 $0.54 $0.43 $0.39 ‘02 ‘03 ‘04 ‘02 ‘03 ‘04 ‘02 ‘03 ‘04 Activision, Inc. — 2004 Annual Report Robert A. Kotick Brian G. Kelly Ronald Doornink To our shareholders: Two thousand and four marks a milestone in Activision’s history—25 years of delivering quality interactive entertainment experiences to consumers worldwide. Few companies have created a business model that laid the foundation for a multi-billion dollar industry. Activision can rightfully make this claim and we are proud to be at the helm of such a tradition-rich enterprise. Throughout Activision’s evolution, our goal has been to create a company that is well integrated and capable of delivering long-term value to our shareholders. We have worked diligently to build a company that has the flexibility to seize opportunities, yet maintains the foresight to anticipate challenges and plan for its future. In fiscal 2004, our vision translated into the most successful year in our history. We delivered our 12th consecutive year of revenue growth, posted record earnings and increased our operating margin. Our results represent a five-year compound annual revenue growth rate of 17% and compound annual earnings growth rate of 39%. We further enhanced our balance sheet ending the year with $588 million in cash and short-term investments, low days sales outstanding, a solid inventory position and $833 million in shareholder equity. We successfully created two wholly owned game properties—Call of Duty(cid:2) and True Crime(cid:2): Streets of L.A.(cid:2)—and introduced a new direction for the Tony Hawk brand, resulting in three franchises from which we can develop a variety of games for multiple platforms. According to NPD, Chart Track, GfK and Media Control, each of these games has sold more than one million units with life to date revenues from the Tony Hawk franchise exceeding $800 million worldwide. During the fiscal year, we substantially strengthened our business and remained focused on three key initiatives—developing and expanding our intellectual property portfolio, building our development capabilities and strengthening our market presence. In addition to creating three original game properties, we expanded our relationships with DreamWorks, LucasArts Entertainment Company and Columbia Pictures/Marvel Enterprises, Inc. These activities will not only increase our range of product offerings but should also enhance the consistency and predictability of our future financial results. Under our agreement with DreamWorks, we acquired the rights to publish games based on the blockbuster film “Shrek 2” as well as DreamWorks’ next three animated feature films, “Shark Tale,” “Madagascar” and “Over the Hedge.” We expanded our role with LucasArts Entertainment Company to publish and distribute LucasArts’ video game console and PC products in more than 60 countries in Europe and Africa. Additionally, we recently expanded our agreement with Columbia Pictures/Marvel Enterprises, Inc. to publish games based on the upcoming feature film “Spider-Man 3,” which is set for release in May 2007. page 1 Activision, Inc. — 2004 Annual Report We added resources to our internal development studios through the acquisition of Infinity Ward which created Call of Duty, the #1 best-selling PC game in the U.S. during the holiday season. Additionally, we expanded our relationships with retailers and increased our shelf space around the world. Earlier this year, we announced a strategic alliance with Nielsen Entertainment to work together to create a reliable measurement of the effectiveness of in-game advertising. We believe that there will be exciting opportunities in the future to leverage the billions of hours that consumers spend playing games annually into advertising revenues. The first step in this initiative is a Nielsen research study to better understand the demographic makeup of U.S. households with a video game console and/or PC gaming system; an analysis of the relationship between video gaming and television viewing; and an investigation into how the video game playing community perceives in-game advertising. Nielsen will be developing a standardized methodology to measure advertising metrics in video games, in the same manner that they have created standardized measurement metrics for other forms of media including television and in-theater advertising. Nielsen will be able to provide advertisers with the tools to gauge effectively everything from in-game ad exposure, reach and frequency, to audience recall. They will develop these metrics in a language that makes it possible for media buyers to evaluate in-game advertising the same way they evaluate other media opportunities. We also announced our support for two new hand-held platforms—the Nintendo DS and Sony’s PlayStation(cid:3) Portable (PSP(cid:4)). We expect to have games available at the launch of these systems. Hand-held gaming has been a popular form of entertainment since the introduction of the Game Boy(cid:3) in 1989 and we expect that these new devices will continue to broaden its appeal. While our primary focus is increasing the sales of our titles, there are new and exciting opportunities for growth in the future. We are especially enthusiastic about three developments—online interaction, broadband penetration and increased production values. Online interaction will create more personal interest and engagement. Today, the majority of console game playing takes place alone. The second most popular way to play is in the same room with a sibling or friend. Playing with others over the Internet through Xbox(cid:4) Live or the PlayStation(cid:3)2 is a relatively new concept, but it is a big part of the future. The maturity of broadband will make this interaction possible. The telecom industry con- tinues to provide substantial incentives for investment in broadband meaning critical infra- structure growth is on the way. We believe the tipping point for industry-changing player interaction could occur when broadband reaches 50 to 60 percent of households. Penetration today is about 45 percent, so we are getting closer. And as the presence of broadband increases, especially wireless broadband, we will deliver games to more platforms and more devices including cell phones, tablet computers and even PDAs. page 2 Activision, Inc. — 2004 Annual Report Production values, the way games look and sound, continue to increase as console technology advances and we expect that the production values of the next generation of console systems will approximate those of movies and TV. In 1981, “ER” and “Jurassic Park” creator Michael Crichton made a movie called “Looker,” about a scheme to replace actors with computer-generated images indistinguishable from real people. It seemed fantasy then, but today’s computer-made imagery does look real enough to fool the casual observer. The technology that makes possible these visual advances (and audio advances, too, which already approximate reality) also allows us to move beyond linear storytelling to player-controlled development of characters and plots. Players will transcend the standard video game quest experience to affect the plot of the story, character behavior, settings and background, and even the nature and degree of interaction itself. We think of it as a shift from re-creating a part in an action movie, to actually taking on the role in a virtual arena, defining and experiencing it through players’ own choices. For the past 25 years, Activision has been at the forefront of the video game industry. Today, our business, the business of creating quality interactive entertainment experiences and distributing them worldwide, spans the most dynamic part of the digital economy with high prospects of continued expansion. Activision’s strength and purpose reside in the shared values that bring so many extra- ordinarily talented employees here and cause them to invest their abilities, artistry and time in our company. We believe that by seeking a broad diversity of talent and ambi- tion, we make ourselves stronger. We carry out this belief inside the company through the way that we hire, promote and compensate our employees and outside the company in our commitment to community building initiatives. This year, our support for community involvement has never been stronger. We forged an alliance with the Tomorrow’s Leaders program which provides more than 4,000 youths with a strong foundation for academic, social and technological success. Many of our employees are involved with the program’s volunteer activities that aim to help participants learn about positive peer interaction, complete their homework and teach them computer skills. As we look ahead, we are determined that Activision will remain focused on innovation, imagination and finding new ways to better serve our customers and reward our employees and shareholders. We will always seek to stand for quality entertainment, and we are more confident than ever that we will meet this responsibility and be tomorrow what we have been for the past 25 years, one of the world’s leading interactive entertainment companies. Sincerely, Robert A. Kotick Chairman and CEO Brian G. Kelly Co-Chairman Ronald Doornink President page 3 Activision, Inc. — 2004 Annual Report Activision, Inc. — 2004 Annual Report (cid:2) (cid:2) Capitalizing on 25 Years of Achievement page 4 page 5 Twenty-five years of delivering quality &choice Can fun be serious business? At Activision we think so. Every day, millions of people around the world are entertained by our games. Over the past quarter century, we have built one of the largest portfolios of recognized brands and in fiscal 2005 expect to release our strongest game slate ever. The company’s lineup is comprised of high-profile entertainment properties and titles created by some of the industry’s premier development talent. Our release schedule includes games based on such highly anticipated movies as “Shrek 2(cid:2)”; “Spider-Man 2(cid:2)”; “DreamWorks’ Shark Tale(cid:2)”; and “Lemony Snicket’s A Series of Unfortunate Events(cid:2)”; as well as id Software’s(cid:2) gripping 3D action game DOOM 3(cid:3); Tony Hawk’s Underground 2(cid:3), the sequel to the best-selling action sports game; X-Men Legends(cid:3), the first 3D action role-playing game based on the renowned Marvel X-Men characters; The Creative Assembly’s award-winning real-time strategy game Rome: Total War(cid:3); the newest installment in the award-winning Call of Duty(cid:3) series, Call of Duty: Finest Hour; and Vampire: the Masquerade Bloodlines(cid:3), an action role- playing game based on the popular White Wolf book series. Innovative marketing programs that drive sales Aggressive marketing is not a new concept at Activision. In support of our fiscal year 2004 holiday titles, we increased our trade and consumer marketing programs and raised awareness for our products through in-store merchandising, as well as in-theater, print, online and television advertising. This strategy drove sales of our key titles at launch and for several months post launch. In fiscal year 2005, the company will continue to focus on initiatives that will broaden consumer awareness of our games. We are partnering with our retailers on new programs that mark a series of firsts for our company and the industry. This year we introduced pre-order programs at several key accounts and were successful in having our products removed from glass cases and showcased in floor displays at our top retail accounts. Developing the games that audiencescrave In video games, great gameplay rules. The foundation for Activision’s success has been our ability to develop franchises from which we can produce high-quality entertainment products year after year. Innovation, technical achievements and compelling gameplay experiences have made us a leading developer for the PC and console platforms. At the core of our success is our proprietary “Greenlight Process,” a disciplined methodology for the selection, development, production and quality assurance of our titles. With our recent acquisition of Infinity Ward, we now have eight wholly owned studios and employ more than 700 of the best artists, programmers, designers and storytellers in the industry. In addition to our own studio operations, we have forged long-term partnerships with some of the premier independent developers including id Software, Peter Molyneaux’s Lionhead Studios and The Creative Assembly. Each of these extraordinarily talented development teams continues to revolutionize the game development process through their technical mastery and originality. Activision, Inc. — 2004 Annual Report Financial Review Selected Consolidated Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Changes in Shareholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 13 14 41 42 43 44 46 47 74 page 12 Activision, Inc. — 2004 Annual Report 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 Annual Report. (In thousands, except per share data) Year ended March 31, Statement of Operations Data: Net revenues Cost of sales—product costs Cost of sales—intellectual property licenses and software royalties and amortization Income (loss) from operations Income (loss) before income tax provision (benefit) Net income (loss) Basic earnings (loss) per share Diluted earnings (loss) per share Basic weighted average common shares outstanding Diluted weighted average common shares outstanding Cash Provided by (Used in): Operating activities Investing activities Financing activities 2004(2) 2003(2) 2002(2) 2001 2000 Restated(1) $947,656 475,541 $ 864,116 440,977 $786,434 435,725 $620,183 324,907 $572,205 319,422 91,606 109,817 124,196 94,847 115,992 77,715 0.58 0.54 103,407 66,180 0.46 0.43 99,006 80,574 83,120 52,238 0.46 0.39 89,702 39,807 32,544 20,507 0.24 0.22 91,238 (30,325) (38,736) (34,088) (0.41) (0.41) 133,249 144,359 113,966 83,921 83,334 144,893 155,483 133,775 92,475 83,334 67,403 (15,169) 117,569 90,975 (155,101) 64,090 111,792 (8,701) 50,402 81,565 (8,631) 2,547 2,883 (25,041) 42,028 As of March 31, 2004(2) 2003(2) 2002(2) 2001 2000 Balance Sheet Data: Working capital Cash, cash equivalents and short-term investments Capitalized software development and intellectual property licenses Goodwill Total assets Long-term debt Shareholders’ equity $675,796 $ 422,500 $333,199 $182,980 $158,225 587,649 406,954 279,007 125,550 49,985 135,201 76,493 968,817 — 832,738 107,921 68,019 704,816 2,671 597,740 56,742 35,992 556,887 3,122 430,091 42,205 10,316 359,957 63,401 181,306 40,808 12,347 309,737 73,778 132,009 (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 impairment. In accordance with SFAS No. 142, we have not amortized goodwill during the years ended March 31, 2004, 2003 and 2002. page 13 Activision, Inc. — 2004 Annual Report 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 distribu- tion 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. page 14 Activision, Inc. — 2004 Annual Report 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 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. page 15 Activision, Inc. — 2004 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 elsewhere in this Annual Report. The preparation of financial statements in conformity with generally accepted accounting principles requires manage- ment 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. 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 feed- back, 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 page 16 Activision, Inc. — 2004 Annual Report 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 creditworthiness, 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 deter- mined 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 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. page 17 Activision, Inc. — 2004 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 recover- ability 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 recover- ability 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. page 18 Activision, Inc. — 2004 Annual Report Selected Consolidated Statements of Operations Data The following table sets forth certain consolidated statements of operations data for the periods indicated as a per- centage of consolidated net revenues and also breaks down net revenues by territory and platform, as well as operating income by business segment: (In thousands) Year ended March 31, Net revenues Costs and expenses: Cost of sales—product costs Cost of sales—software royalties and amortization Cost of sales—intellectual property licenses Product development Sales and marketing General and administrative Total costs and expenses Income from operations Investment income, net Income before income tax provision Income tax provision Net income Net Revenues by Territory: United States Europe Other 2004 2003 2002 $947,656 100% $864,116 100% $786,434 100% 475,541 50 440,977 51 435,725 56 59,744 31,862 97,859 128,221 44,612 837,839 109,817 6,175 115,992 38,277 6 3 10 14 5 88 12 — 12 4 79,194 45,002 56,971 100,646 46,479 769,269 94,847 8,560 103,407 37,227 9 5 7 12 5 89 11 1 12 4 58,892 40,114 40,960 86,161 44,008 705,860 80,574 2,546 83,120 30,882 7 5 5 11 6 90 10 1 11 4 $ 77,715 8% $ 66,180 8% $ 52,238 7% $446,812 479,224 21,620 47% $432,261 413,125 51 18,730 2 50% $404,905 368,799 48 12,730 2 51% 47 2 Total net revenues $947,656 100% $864,116 100% $786,434 100% Net Revenues by Segment/Platform Mix: Publishing: Console Hand-held PC $508,418 24,945 132,369 76% $466,116 49,966 99,893 4 20 76% $312,986 119,177 117,345 8 16 57% 22 21 Total publishing net revenues 665,732 70 615,975 71 549,508 70 Distribution: Console Hand-held PC Total distribution net revenues Total net revenues Operating Income by Segment: Publishing Distribution 223,802 18,361 39,761 281,924 79 7 14 30 208,505 14,103 25,533 248,141 84 6 10 29 167,709 39,865 29,352 236,926 71 17 12 30 $947,656 100% $864,116 100% $786,434 100% $ 93,223 16,594 10% $ 79,139 15,708 2 9% $ 68,675 11,899 2 9% 1 Total operating income $109,817 12% $ 94,847 11% $ 80,574 10% page 19 Activision, Inc. — 2004 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 inter- active 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, Publishing Net Revenues North America Europe Other Total International Total Publishing Net Revenues Distribution Net Revenues Consolidated Net Revenues 2004 2003 Increase/ (Decrease) Percent Change $446,812 $432,261 $14,551 197,300 21,620 164,984 18,730 218,920 183,714 665,732 281,924 615,975 248,141 32,316 2,890 35,206 49,757 33,783 $947,656 $864,116 $83,540 3% 20% 15% 19% 8% 14% 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 fis- cal 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. page 20 Activision, Inc. — 2004 Annual Report • 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 interna- tional 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. North America Publishing Net Revenue (In thousands) March 31, 2004 % of Consolidated Net Revenue $446,812 47% March 31, 2003 $432,261 % of Consolidated Net Revenue 50% Increase/ (Decrease) $14,551 Percent Change 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 $218,920 23% March 31, 2003 $183,714 % of Consolidated Net Revenue 21% Increase/ (Decrease) $35,206 Percent Change 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. page 21 Activision, Inc. — 2004 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 Year Ended Publishing March 31, Net Revenues 2003 % of Publishing Increase/ Net Revenues (Decrease) Percent Change $132,369 20% $ 99,893 16% $ 32,476 33% 289,048 145,111 52,909 20,843 507 508,418 24,621 324 24,945 43% 22% 8% 3% —% 76% 4% —% 4% 260,307 75,329 74,694 52,722 3,064 466,116 44,060 5,906 49,966 42% 12% 12% 9% 1% 76% 7% 1% 8% 28,741 69,782 11% 93% (21,785) (31,879) (2,557) (29%) (60%) (83%) 42,302 9% (19,439) (5,582) (44%) (95%) (25,021) (50%) $665,732 100% $615,975 100% $ 49,757 8% Publishing Net Revenues PC Console PlayStation 2 Microsoft Xbox Nintendo GameCube PlayStation Other Total Console Hand-held Game Boy Advance Game Boy Color Total Hand-held Total Publishing Net Revenues Personal Computer Net Revenue % of (In thousands) Publishing March 31, Net Revenue 2004 $132,369 20% March 31, 2003 $99,893 % of Publishing Net Revenue 16% Increase/ (Decrease) $32,476 Percent Change 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. page 22 Activision, Inc. — 2004 Annual Report PlayStation 2 Net Revenue (In thousands) March 31, 2004 % of Publishing Net Revenue $289,048 43% March 31, 2003 $260,307 % of Publishing Net Revenue 42% Increase/ (Decrease) $28,741 Percent Change 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 $145,111 22% March 31, 2003 $75,329 % of Publishing Net Revenue 12% Increase/ (Decrease) $69,782 Percent Change 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 % of (In thousands) Publishing March 31, Net Revenue 2004 $52,909 8% March 31, 2003 $74,694 % of Publishing Net Revenue 12% Increase/ (Decrease) $(21,785) Percent Change (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. page 23 Activision, Inc. — 2004 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations PlayStation Net Revenue (In thousands) March 31, 2004 % of Publishing Net Revenue $20,843 3% March 31, 2003 $52,722 % of Publishing Net Revenue 9% Increase/ (Decrease) $(31,879) Percent Change (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 % of (In thousands) Publishing March 31, Net Revenue 2004 $24,621 4% March 31, 2003 $44,060 % of Publishing Net Revenue 7% Increase/ (Decrease) $(19,439) Percent Change (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 hard- ware 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. page 24 Activision, Inc. — 2004 Annual Report 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 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 $281,924 30% March 31, 2003 $248,141 % of Consolidated Net Revenue 29% Increase/ (Decrease) $33,783 Percent Change 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 reduc- tions 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 $475,541 50% March 31, 2003 $440,977 % of Consolidated Net Revenue 51% Increase/ (Decrease) $34,564 Percent Change 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. page 25 Activision, Inc. — 2004 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations We expect cost of sales—product costs as a percentage of net revenue to decrease primarily due to a lower percent- age 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. Cost of Sales—Software Royalties and Amortization (In thousands) March 31, 2004 % of Publishing Net Revenue March 31, 2003 % of Publishing Net Revenue $59,744 9% $79,194 13% Increase/ (Decrease) $(19,450) Percent Change (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 $31,862 5% March 31, 2003 $45,002 % of Publishing Net Revenue 7% Increase/ (Decrease) $(13,140) Percent Change (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 $97,859 15% March 31, 2003 $56,971 % of Publishing Net Revenue 9% Increase/ (Decrease) $40,888 Percent Change 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: page 26 Activision, Inc. — 2004 Annual Report • 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 responsive- ness 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 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 $128,221 14% March 31, 2003 $100,646 % of Consolidated Net Revenue 12% Increase/ (Decrease) $27,575 Percent Change 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 $44,612 5% March 31, 2003 $46,479 % of Consolidated Net Revenue 5% Increase/ (Decrease) $(1,867) Percent Change (4%) page 27 Activision, Inc. — 2004 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations 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. Operating Income (In thousands) Publishing Distribution Consolidated % of March 31, 2004 Segment March 31, Net Revs 2003 $ 93,223 16,594 $109,817 14% 6 12% $79,139 15,708 $94,847 % of Segment Net Revs 13% 6 11% Increase/ (Decrease) Percent Change $14,084 886 $14,970 18% 6 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 prima- rily 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 $6,175 —% March 31, 2003 $8,560 % of Consolidated Net Revenue 1% Increase/ (Decrease) $(2,385) Percent Change (28%) page 28 Activision, Inc. — 2004 Annual Report 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 $38,277 33% March 31, 2003 $37,227 % of Pre-Tax Income 36% Increase/ (Decrease) $1,050 Percent Change 3% 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 terri- tory for the years ended March 31, 2003 and 2002 (in thousands): Year ended March 31, Publishing Net Revenues North America Europe Other Total International Total Publishing Net Revenues Distribution Net Revenues Consolidated Net Revenues 2003 2002 Increase/ (Decrease) Percent Change $432,261 $404,905 $27,356 164,984 18,730 131,873 12,730 183,714 144,603 615,975 248,141 549,508 236,926 33,111 6,000 39,111 66,467 11,215 $864,116 $786,434 $77,682 7% 25% 47% 27% 12% 5% 10% page 29 Activision, Inc. — 2004 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 Year Ended Publishing March 31, Net Revenues 2002 % of Publishing Increase/ Net Revenues (Decrease) Percent Change $ 99,893 16% $117,345 21% $ (17,452) (15%) 260,307 75,329 74,694 52,722 3,064 466,116 44,060 5,906 49,966 42% 12% 12% 9% 1% 76% 7% 1% 8% 110,120 32,921 16,773 113,655 39,517 312,986 79,168 40,009 119,177 20% 6% 3% 21% 7% 57% 15% 7% 22% 150,187 42,408 136% 129% 57,921 (60,933) (36,453) 345% (54%) (92%) 153,130 49% (35,108) (34,103) (44%) (85%) (69,211) (58%) $615,975 100% $549,508 100% $ 66,467 12% Publishing Net Revenues PC Console PlayStation 2 Microsoft Xbox Nintendo GameCube PlayStation Other Total Console Hand-held Game Boy Advance Game Boy Color Total Hand-held Total Publishing Net Revenues 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—11 titles, in comparison to 19 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 domes- tic publishing business and our international publishing business experienced similar year-over-year improvements for the reasons detailed above. page 30 Activision, Inc. — 2004 Annual Report 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 dispropor- tionate 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. 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 $440,977 51% March 31, 2002 $435,725 % of Consolidated Net Revenue 56% Increase/ (Decrease) $5,252 Percent Change 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 $79,194 13% $58,892 11% Increase/ (Decrease) $20,302 Percent Change 34% page 31 Activision, Inc. — 2004 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 amorti- zation was correspondingly low. This is in comparison to the year ended March 31, 2003 in which console 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 $45,002 7% March 31, 2002 $40,114 % of Publishing Net Revenue 7% Increase/ (Decrease) $4,888 Percent Change 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 $56,971 9% March 31, 2002 $40,960 % of Publishing Net Revenue 7% Increase/ (Decrease) $16,011 Percent Change 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. page 32 Activision, Inc. — 2004 Annual Report Sales and Marketing (In thousands) March 31, 2003 % of Consolidated Net Revenue $100,646 12% March 31, 2002 $86,161 % of Consolidated Net Revenue 11% Increase/ (Decrease) $14,485 Percent Change 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 was the result of a significant marketing program in support of the simultaneous cross-platform, multinational 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 $46,479 5% March 31, 2002 $44,008 % of Consolidated Net Revenue 6% Increase/ (Decrease) $2,471 Percent Change 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) Publishing Distribution Consolidated March 31, 2003 $79,139 15,708 $94,847 % of Segment Net Revenues 13% 6 11% March 31, 2002 $68,675 11,899 $80,574 % of Segment Net Revenues 12% 5 10% Increase/ (Decrease) Percent Change $10,464 3,809 $14,273 15% 32 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. page 33 Activision, Inc. — 2004 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations Investment Income, Net (In thousands) March 31, 2003 % of Consolidated Net Revenue $8,560 1% March 31, 2002 $2,546 % of Consolidated Net Revenue 1% Increase/ (Decrease) $6,014 Percent Change 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. Provision for Income Taxes (In thousands) March 31, 2003 % of Pre-Tax Income $37,227 36% March 31, 2002 $30,882 % of Pre-Tax Income 37% Increase/ (Decrease) $6,345 Percent Change 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, depend- ing on numerous factors, several of which are not under our control. For a detailed description of these factors see our Form 10-K filed with the Securities and Exchange Commission. Our business also has experienced and is expected to continue to experience significant seasonality, largely due to consumer buying patterns and our product release sched- ule focusing on those patterns. Net revenues typically are significantly higher during the fourth calendar quarter, prima- rily 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 Net revenues Operating income (loss) Net income (loss) Basic earnings (loss) per share Diluted earnings (loss) per share March 31, Dec. 31, 2003(2) 2004 Sept. 30, 2003 June 30, March 31, Dec. 31, 2003(2) 2002 2003 Sept. 30, 2002 June 30, 2002 $162,897 $508,511 $117,523 (16,933) 116,961 (10,093) 76,981 4,643 6,664 $158,725 $125,001 (14,444) (7,957) 5,146 4,163 $378,685 $169,172 $191,258 31,196 20,704 66,761 44,347 11,334 9,086 0.05 0.04 0.58 (0.08) 0.03 (0.06) 0.53 (0.08) 0.03 (0.06) 0.30 0.28 0.06 0.06 0.15 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 elsewhere in this Annual Report. page 34 Liquidity and Capital Resources Sources of Liquidity (In thousands) As of and for the year ended March 31, Cash and cash equivalents Short-term investments Percentage of total assets Cash flows provided by operating activities Cash flows used in investing activities Cash flows provided by financing activities Activision, Inc. — 2004 Annual Report 2004 2003 $466,552 121,097 $ 285,554 121,400 Increase/ (Decrease) $180,998 (303) $587,649 $ 406,954 $180,695 61% 58% $ 67,403 (15,169) 117,569 $ 90,975 (155,101) 64,090 $ (23,572) 139,932 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 gener- ated 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 $500.0 million. 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 $250.0 million 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 avail- able 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, distri- bution 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 rights for products being devel- oped by third parties, the execution of new license agreements granting us long-term rights to intellectual property of page 35 Activision, Inc. — 2004 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 receiv- able 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 com- menced 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 page 36 Activision, Inc. — 2004 Annual Report 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. Key Balance Sheet Accounts Accounts Receivable (Amounts in thousands) Gross accounts receivable Net accounts receivable March 31, March 31, 2004 2003 Increase/ (Decrease) $109,605 62,577 $73,178 15,822 $36,427 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) Inventories March 31, March 31, 2004 2003 Increase/ (Decrease) $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, March 31, 2004 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 prop- erty licenses. page 37 Activision, Inc. — 2004 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations Accounts Payable (Amounts in thousands) Accounts payable March 31, March 31, 2004 2003 Increase/ (Decrease) $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) Accrued expenses March 31, March 31, 2004 2003 Increase/ (Decrease) $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 develop- ment 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 contractual provisions are met, page 38 Activision, Inc. — 2004 Annual Report 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): Fiscal year ending March 31, 2005 2006 2007 2008 2009 Thereafter Total Contractual Obligations Facility Leases Developer and IP $ 8,936 7,520 6,870 4,033 2,993 16,222 $62,529 17,328 4,545 1,895 3,020 — Marketing Total $39,919 11,500 15,000 — — — $111,384 36,348 26,415 5,928 6,013 16,222 $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 communi- cated 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 over- sight 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 per- sonnel 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. page 39 Activision, Inc. — 2004 Annual Report Management’s Discussion and Analysis of Financial Condition and Results of Operations Inflation Our management currently believes that inflation has not had a material impact on continuing operations. 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 instru- ments 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): Cash equivalents: Fixed rate Variable rate Short-term investments: Fixed rate Average Interest Rate Amortized Cost Fair Value 1.12% 0.95 $305,132 60,006 $305,132 60,006 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 appro- priate 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. page 40 Activision, Inc. — 2004 Annual Report Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Activision, Inc.: In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Activision, Inc. and its subsidiaries at March 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2004 in conformity with accounting prin- ciples generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting princi- ples used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Los Angeles, California June 8, 2004 page 41 Activision, Inc. — 2004 Annual Report Consolidated Balance Sheets (In thousands, except share data) March 31, Assets Current assets: Cash and cash equivalents Short-term investments Accounts receivable, net of allowances of $47,028 and $57,356 at March 31, 2004 and 2003, respectively Inventories Software development Intellectual property licenses Deferred income taxes Other current assets Total current assets Software development Intellectual property licenses Property and equipment, net Deferred income taxes Other assets Goodwill Total assets Liabilities and Shareholders’ Equity Current liabilities: Current portion of long-term debt Accounts payable Accrued expenses Total current liabilities Long-term debt, less current portion Total liabilities Commitments and contingencies (Note 14) Shareholders’ equity: Preferred stock, $.000001 par value, 3,750,000 shares authorized, no shares issued at March 31, 2004 and 2003 Series A Junior Preferred stock, $.000001 par value, 1,250,000 shares authorized, no shares issued at March 31, 2004 and 2003 Common stock, $.000001 par value, 225,000,000 and 125,000,000 shares authorized, 166,876,567 and 161,059,091 shares issued and 137,331,242 and 135,126,368 shares outstanding at March 31, 2004 and 2003, respectively Additional paid-in capital Retained earnings Less: Treasury stock, at cost, 29,545,325 and 25,932,723 shares as of March 31, 2004 and 2003, respectively Accumulated other comprehensive income (loss) Total shareholders’ equity Total liabilities and shareholders’ equity The accompanying notes are an integral part of these consolidated financial statements. page 42 2004 2003 $ 466,552 121,097 $ 285,554 121,400 62,577 26,427 58,320 32,115 26,127 18,660 811,875 28,386 16,380 25,539 9,064 1,080 76,493 15,822 19,577 26,791 8,906 38,290 10,565 526,905 35,281 36,943 22,265 10,322 5,081 68,019 $ 968,817 $ 704,816 $ — $ 72,874 63,205 136,079 — 147 45,602 58,656 104,405 2,671 136,079 107,076 — — — — — 758,626 208,279 — 592,295 130,564 (144,128) 9,961 (121,685) (3,434) 832,738 597,740 $ 968,817 $ 704,816 Consolidated Statements of Operations (In thousands, except per share data) For the years ended March 31, Net revenues Costs and expenses: Cost of sales—product costs Cost of sales—software royalties and amortization Cost of sales—intellectual property licenses Product development Sales and marketing General and administrative Total costs and expenses Income from operations Investment income, net Income before income tax provision Income tax provision Net income Basic earnings per share Weighted average common shares outstanding Diluted earnings per share Activision, Inc. — 2004 Annual Report 2004 2003 2002 $947,656 $864,116 $786,434 475,541 59,744 31,862 97,859 128,221 44,612 440,977 79,194 45,002 56,971 100,646 46,479 435,725 58,892 40,114 40,960 86,161 44,008 837,839 769,269 705,860 109,817 6,175 115,992 38,277 94,847 8,560 103,407 37,227 80,574 2,546 83,120 30,882 $ 77,715 $ 66,180 $ 52,238 $ 0.58 133,249 $ 0.54 $ $ 0.46 144,359 0.43 $ $ 0.46 113,966 0.39 Weighted average common shares outstanding—assuming dilution 144,893 155,483 133,775 The accompanying notes are an integral part of these consolidated financial statements. page 43 Activision, Inc. — 2004 Annual Report Activision, Inc. — 2004 Annual Report Consolidated Statements of Changes in Shareholders’ Equity (In thousands) For the years ended March 31, 2004, 2003 and 2002 Balance, March 31, 2001 Components of comprehensive income: Net income for the year Foreign currency translation adjustment Total comprehensive income Issuance of common stock pursuant to warrants and common stock warrants Issuance of common stock and common stock options to employees Tax benefit attributable to employee stock options and common stock warrants Issuance of common stock pursuant to conversion of convertible subordinated notes Issuance of common stock to effect business combinations Purchase of treasury shares Balance, March 31, 2002 Components of comprehensive income: Net income for the year Unrealized appreciation on short-term investments Foreign currency translation adjustment Total comprehensive income Issuance of common stock pursuant to underwritten public offering Issuance of common stock to employees Issuance of common stock pursuant to warrants and common stock warrants Tax benefit attributable to employee stock options and common stock warrants Purchase of structured stock repurchase transactions Issuance of common stock to effect business combinations Purchase of treasury shares Balance, March 31, 2003 Components of comprehensive income: Net income for the year Unrealized depreciation on short-term investments Foreign currency translation adjustment Total comprehensive income Issuance of common stock to employees Issuance of common stock pursuant to warrants and common stock warrants Tax benefit attributable to employee stock options and common stock warrants Structured stock repurchase transactions Settlement of structured stock repurchase transactions Issuance of common stock to effect business combinations Purchase of treasury shares Common Stock Shares 101,813 Amount $— — — 2,332 19,740 — 10,716 2,726 — 137,327 — — — 16,875 5,999 69 — — 790 — 161,060 — — — 5,140 419 — — — 258 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Additional Paid-In Capital $ 200,786 — — 1,044 63,053 48,513 58,651 25,481 — Retained Earnings $ 12,146 52,238 — — — — — — — Treasury Stock Shares Amount Accumulated Other Comprehensive Income (Loss) Shareholders’ Equity (9,734) $ (20,249) $(11,377) $ 181,306 — — — — — — — (6) — — — — — — — (74) — (121) — — — — — — 52,238 (121) 52,117 1,044 63,053 48,513 58,651 25,481 (74) 397,528 64,384 (9,740) (20,323) (11,498) 430,091 — — — 66,180 — — 247,291 20,547 2,184 23,884 (110,000) 10,861 — — — — — — — — 592,295 130,564 — — — 77,715 — — 25,730 1,038 12,417 (52,621) 176,521 3,246 — — — — — — — — — — — — — — — — — (16,192) (25,932) — — — — — — — (1,716) — (1,898) — — — — — — — — — (101,362) (121,685) — — — — — — — (10,000) — (12,443) — 134 7,930 — — — — — — — (3,434) — (37) 13,432 — — — — — — — 66,180 134 7,930 74,244 247,291 20,547 2,184 23,884 (110,000) 10,861 (101,362) 597,740 77,715 (37) 13,432 91,110 25,730 1,038 12,417 (52,621) 166,521 3,246 (12,443) Balance, March 31, 2004 166,877 $— $ 758,626 $208,279 (29,546) $(144,128) $ 9,961 $ 832,738 The accompanying notes are an integral part of these consolidated financial statements. page 44 page 45 Activision, Inc. — 2004 Annual Report Consolidated Statements of Cash Flows (In thousands) For the years ended March 31, Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Deferred income taxes Depreciation and amortization Amortization and write-offs of capitalized software development costs and intellectual property licenses Tax benefit of stock options and warrants exercised Change in operating assets and liabilities (net of effects of acquisitions): Accounts receivable Inventories Software development and intellectual property licenses Other assets Accounts payable Accrued expenses and other liabilities Net cash provided by operating activities Cash flows from investing activities: Cash used in business acquisitions (net of cash acquired) Capital expenditures Purchase of short-term investments Proceeds from sales and maturities of short-term investments Other Net cash used in investing activities Cash flows from financing activities: Proceeds from issuance of common stock to employees Proceeds from issuance of common stock pursuant to warrants Payment on term loan Notes payable, net Redemption of convertible subordinated notes Proceeds from issuance of common stock pursuant to underwritten public offering, net of offering costs Purchase of structured stock repurchase transactions Settlement of structured stock repurchase transactions Purchase of treasury stock Net cash provided by financing activities Effect of exchange rate changes on cash Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period The accompanying notes are an integral part of these consolidated financial statements. page 46 2004 2003 2002 $ 77,715 $ 66,180 $ 52,238 15,147 10,774 87,922 12,417 3,355 11,880 (23,352) 7,350 100,415 23,884 62,456 48,513 (42,497) (6,850) (115,202) (5,232) 23,005 10,204 61,922 1,159 (151,594) 1,836 (19,072) (8,990) (2,010) 23,152 (76,993) (1,753) 3,357 18,834 67,403 90,975 111,792 (3,480) (11,976) (195,587) 195,874 — (21,199) (11,877) (408,175) 287,145 (995) (15,169) (155,101) 26,483 — — (2,818) — 20,547 — — (720) — — (52,621) 166,521 (19,996) 248,072 (110,000) — (93,809) — (9,150) — — 449 (8,701) 59,836 1,044 (8,550) (1,792) (62) — — — (74) 117,569 64,090 50,402 11,195 180,998 285,554 6,583 6,547 279,007 (36) 153,457 125,550 $ 466,552 $ 285,554 $279,007 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies Business 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 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 con- sumers 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”). In prior years, we have also offered our products on the Sony PlayStation (“PS1”) and Nintendo 64 (“N64”) console systems and Nintendo Game Boy Color (“GBC”) hand-held device. 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”). Nintendo also announced that it plans to launch a new dual-screened, portable game system Nintendo Dual Screen (“NDS”). We are currently developing titles for the PSP and NDS. 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 maintain operations in the United States, Canada, the United Kingdom (“UK”), Germany, France, Italy, Japan, Australia, Sweden and the Netherlands. In fiscal year 2004, international operations contributed approximately 53% of net revenues. Principles of Consolidation The consolidated financial statements include the accounts of Activision, Inc., a Delaware corporation, and its wholly- owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Cash, Cash Equivalents and Short-term Investments Cash and cash equivalents include cash, money markets and short-term investments with original maturities of not more than 90 days. Short-term investments generally mature between three months and two years. Investments with maturities beyond one year may be classified as short-term based on their liquid nature and because such securities represent the investment of cash that is available for current operations. All of our short-term investments are classified as available-for-sale and are carried at fair market value with unrealized appreciation (depreciation) reported as a component of accumulated other comprehensive income (loss) in shareholders’ equity. The specific identification method is used to determine the cost of securities disposed with realized gains and losses reflected in investment income, net. Concentration of Credit Risk Financial instruments which potentially subject us to concentration of credit risk consist principally of temporary cash investments and accounts receivable. We place our temporary cash investments with financial institutions. At various times during the fiscal years ended March 31, 2004 and 2003, we had deposits in excess of the Federal Deposit Insurance Corporation (“FDIC”) limit at these financial institutions. page 47 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements Our customer base includes retail outlets and distributors, including mass-market retailers, consumer electronics stores, discount warehouses and game specialty stores in the United States and countries worldwide. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. We generally do not require collateral or other security from our customers. As of and for the years ended March 31, 2004, 2003 and 2002, we had one customer that accounted for 20%, 16% and 14%, respectively, of consolidated net revenues and 39%, 46% and 22%, respectively, of consolidated accounts receivable, net. This customer was the same customer in all periods and was a customer of both our publishing and distribution businesses. Financial Instruments The estimated fair values of financial instruments have been determined using available market information and valua- tion methodologies described below. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein may not be indicative of the amounts that we could realize in a current market exchange. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value amounts. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to their short-term nature. Short-term investments are carried at fair value with fair values being estimated based on quoted market prices. We account for derivative instruments in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of SFAS 133” and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS Nos. 133, 138 and 149 require that all derivatives, including foreign exchange contracts, be recognized in the balance sheet in other current assets or accrued expenses at their fair value. We utilize forward contracts in order to reduce financial market risks. These instruments are used to hedge foreign currency exposures of underlying assets, liabilities, or certain forecasted foreign currency denominated transactions. Our accounting policies for these instruments are based on whether they meet the criteria for designation as hedging trans- actions. Changes in fair value of derivatives that are designated as cash flow hedges, are highly effective, and qualify as hedging instruments, are recorded in other comprehensive income until the underlying hedged item is recognized in earnings within the financial statement line item consistent with the hedged item. Any ineffective portion of a derivative change in fair value is immediately recognized in earnings. Changes in fair value of derivatives that do not qualify as hedging instruments are recorded in earnings. The fair value of foreign currency contracts is estimated based on the spot rate of the various hedged currencies as of the end of the period. As of March 31, 2004 and 2003, we had no outstanding foreign exchange forward contracts. Equity Investments From time to time, we may make a capital investment and hold a minority interest in a third-party developer in con- nection with entertainment software products to be developed by such developer for us. 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. Software Development Costs Software development costs include payments made to independent software developers under development agree- ments, as well as direct costs incurred for internally developed products. page 48 Activision, Inc. — 2004 Annual Report We account for software development costs in accordance with 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 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 recover- ability 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 trade- marks, 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 prod- ucts 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 intellec- tual 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. page 49 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements 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. Inventories Inventories are valued at the lower of cost (first-in, first-out) or market. Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over the shorter of the estimated useful lives or the lease term: buildings, 25 to 33 years; computer equipment, office furniture and other equipment, 2 to 5 years; leasehold improvements, through the life of the lease. When assets are retired or disposed of, the cost and accumulated depreciation thereon are removed and any resultant gains or losses are recognized in current operations. Goodwill We account for goodwill using the provisions of 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 impairment. An impairment loss should be recognized if the carrying amount of goodwill is not recov- erable and its carrying amount exceeds its fair value. In accordance with SFAS No. 142, we have not amortized goodwill during the years ended March 31, 2004, 2003 and 2002. 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 recog- nized 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. page 50 Activision, Inc. — 2004 Annual Report Sales incentives or other consideration given by us to our customers is accounted for in accordance with the Financial Accounting Standards Board’s Emerging Issues Task Force (“EITF”) Issue 01-9, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products).” In accordance with EITF Issue 01-9, sales incentives and other consideration that are considered adjustments of the selling price of our products, such as rebates and product placement fees, are reflected as reductions of revenue. Sales incentives and other consideration that represent costs incurred by us for assets or services received, such as the appearance of our products in a customer’s national circular ad, are reflected as sales and marketing expenses. Allowance for Returns and Price Protection 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 prod- ucts 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 life cycle, 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. Shipping and Handling Shipping and handling costs, which consist primarily of packaging and transportation charges incurred to move finished goods to customers, are included in cost of sales—product costs. page 51 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements Advertising Expenses We expense advertising as incurred, except for production costs associated with media advertising which are deferred and charged to expense the first time the related ad is run. Advertising expenses for the years ended March 31, 2004, 2003 and 2002 were approximately $76.6 million, $60.0 million and $50.3 million, respectively, and are included in sales and marketing expense in the consolidated statements of operations. Investment Income, Net Investment income, net is comprised of the following, (amounts in thousands): Year ended March 31, Interest expense Interest income Net realized gain on short-term investments Investment income, net 2004 2003 2002 $ (348) $ (933) $(1,188) 3,734 9,259 — 234 6,502 21 $6,175 $8,560 $ 2,546 Income Taxes We account for income taxes using SFAS No. 109, “Accounting for Income Taxes.” Under SFAS No. 109, income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Foreign Currency Translation The functional currencies of our foreign subsidiaries are their local currencies. All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars at the exchange rate in effect at the end of the period, and revenue and expenses are translated at weighted average exchange rates during the period. The resulting translation adjustments are reflected as a component of accumulated other comprehensive income (loss) in shareholders’ equity. Comprehensive Income Comprehensive income includes net income, unrealized appreciation (depreciation) on short-term investments, foreign currency translation adjustments, and the effective portion of gains or losses on cash flow hedges that are presented as a component of accumulated other comprehensive income (loss) in shareholders’ equity. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities or the disclosure of gain or loss contingencies 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. Earnings Per Common Share Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for all periods. Diluted earnings per share is computed by dividing income avail- able to common shareholders by the weighted average number of common shares outstanding, increased by common stock equivalents. Common stock equivalents are calculated using the treasury stock method and represent incremental shares issuable upon exercise of our outstanding options and warrants and, if applicable in the period, conversion of our convertible debt. However, potential common shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded. page 52 Activision, Inc. — 2004 Annual Report Stock-Based Compensation and Pro Forma Information Under SFAS No. 123, “Accounting for Stock-Based Compensation,” compensation expense is recorded for the issuance of stock options and other stock-based compensation based on the fair value of the stock options and other stock-based compensation on the date of grant or measurement date. Alternatively, SFAS No. 123 allows companies to continue to account for the issuance of stock options and other stock-based compensation in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” Under APB No. 25, compensation expense is recorded for the issuance of stock options and other stock-based compensation based on the intrinsic value of the stock options and other stock-based compensation on the date of grant or measurement date. Under the intrinsic value method, compensation expense is recorded on the date of grant or measurement date only if the current market price of the underlying stock exceeds the stock option or other stock-based compensation exercise price. At March 31, 2004, we had several stock-based employee compensation plans, which are described more fully in Note 15. We account for those plans under the recognition and measurement principles of APB Opinion No. 25 and related Interpretations. The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation (amounts in thousands, except per share data): Year ended March 31, Net income, as reported Add: Stock-based employee compensation expense included in reported net income, net of related tax effects Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects Pro forma net income Earnings per share Basic—as reported Basic—pro forma Diluted—as reported Diluted—pro forma 2004 2003 2002 $ 77,715 $ 66,180 $ 52,238 192 — — (18,303) (21,004) (12,622) $ 59,604 $ 45,176 $ 39,616 $ $ $ $ 0.58 0.45 0.54 0.41 $ $ $ $ 0.46 0.31 0.43 0.29 $ $ $ $ 0.46 0.35 0.39 0.30 The fair value of options granted in the years ended March 31, 2004, 2003 and 2002 has been estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions: Expected life (in years) Risk-free interest rate Volatility Dividend yield Employee and Director Options and Warrants Employee Stock Purchase Plan 2004 2003 2002 2004 2003 2002 4 3 2 0.5 0.5 0.5 2.01% 1.51% 3.24% 1.75% 1.13% 2.16% 70% — 69% — 69% — 51% — 70% — 49% — The Black-Scholes option-pricing model requires the input of highly subjective assumptions, including the expected stock price volatility. We use the historical stock price volatility of our common stock over the most recent period that is generally commensurate with the expected option life as the basis for estimating expected stock price volatility. In prior fiscal years, the historical stock price volatility used was based on the daily, low stock price of our common stock, which, in recent years, resulted in an expected volatility ranging from approximately 65% to 70%. For options granted during page 53 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements each of the quarters in the year ended March 31, 2004, the historical stock price volatility used was based on a weekly stock price observation, using an average of the high and low stock prices of our common stock, which resulted in an expected stock price volatility ranging from 47% to 52%. Management believes such amounts are more repre- sentative of prospective trends. For purposes of the above pro forma disclosure, the fair value of options granted is amortized to stock-based employee compensation cost over the period(s) in which the related employee services are rendered. Accordingly, the pro forma stock-based compensation cost for any period will typically relate to options granted in both the current period and prior periods. For options granted during fiscal 2004, 2003 and 2002, the per share weighted average fair value of options with exercise prices equal to market value on the date of grant was $2.77, $4.37 and $3.05, respectively. The per share weighted average estimated fair value of Employee Stock Purchase Plan shares granted during the years ended March 31, 2004, 2003 and 2002 was $1.50, $2.17 and $1.96, respectively. The effects on pro forma disclosures of applying SFAS No. 123 are not likely to be representative of the effects on pro forma disclosures of future years. Common stock warrants are granted to non-employees in connection with the development of software and acquisition of licensing rights for intellectual property. In accordance with EITF No. 96-18, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Connection With Selling Goods or Services,” the fair value of common stock warrants granted is determined as of the measurement date and is capitalized, expensed and amortized consistent with our policies relating to software development and intellectual property license costs. Related Parties In August 2001, we elected to our Board of Directors an individual who is a partner in a law firm that has provided legal services to Activision for more than 10 years. For the years ended March 31, 2004, 2003 and 2002, the fees we paid to the law firm account for less than 1% of the firm’s total revenues. We believe that the fees charged to us by the law firm are competitive with the fees charged by other law firms. Reclassifications Certain amounts in the consolidated financial statements have been reclassified to conform with the current year’s presentation. These reclassifications had no effect on net income, shareholders’ equity or net increase in cash and cash equivalents. 2. 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. The par value of our common stock was maintained at the pre-split amount of $.000001. The consolidated financial statements and Notes thereto, including all share and per share data, have been restated as if the stock splits had occurred as of the earliest period presented. 3. Acquisitions During the three years ended March 31, 2004, we separately completed the acquisition of six privately held inter- active software development companies. We accounted for these acquisitions in accordance with SFAS No. 141, “Business Combinations.” SFAS No. 141 addresses financial accounting and reporting for business combinations, requiring that the purchase method be used to account and report for all business combinations. These acquisitions page 54 Activision, Inc. — 2004 Annual Report have further enabled us to implement our multi-platform development strategy by bolstering our internal product devel- opment capabilities for console systems and personal computers and strengthening our position in the first-person action, action and action sports game categories. A significant portion of the purchase price for all of these acquisitions was assigned to goodwill as the primary asset we acquired in each of the transactions was an assembled workforce with proven technical and design talent with a history of high quality product creation. Pro forma consolidated state- ments of operations for these acquisitions are not shown, as they would not differ materially from reported results. Fiscal 2004 Transactions Acquisition of Infinity Ward. In May 2002, we acquired a 30% interest in the outstanding capital stock of Infinity Ward, Inc. (“Infinity Ward”), a privately held interactive software development company, as well as an option to purchase the remaining 70% of outstanding capital stock. In October 2003, we exercised our option to acquire the remaining 70% of the outstanding capital stock of Infinity Ward for cash of approximately $3.5 million. Goodwill of approxi- mately $3.8 million has been included in the publishing segment of our business and is non-deductible for tax purposes. The results of operations of Infinity Ward are included in our consolidated statement of operations beginning October 24, 2003. Fiscal 2003 Transactions Acquisition of Luxoflux. Effective October 4, 2002, we acquired all of the outstanding ownership interests of Luxoflux, Inc. (“Luxoflux”), a privately held interactive software development company, in exchange for $9.0 million in cash. Luxoflux is an experienced, multi-platform, console software developer. In accordance with the original acquisition agree- ment, approximately 248,000 shares of our common stock may be issued to Luxoflux’s equity holders over the course of several years, depending on the satisfaction of certain product performance requirements and other criteria. This contingent consideration will be recorded as an additional element of the purchase price for Luxoflux when those contingencies are resolved. In the fourth quarter of fiscal 2004, certain of these product performance requirements were met and approximately 166,000 of our common shares with an assigned value of approximately $2.0 million were issued to Luxoflux equity holders. The purchase price of the transaction, including acquisition costs and the contingent consideration issued in the fourth quarter of fiscal 2004, was approximately $11.0 million and has been allocated to assets acquired and liabilities assumed as follows (amounts in thousands): Current assets Property and equipment Other assets Goodwill Current liabilities $ 1,461 83 15 12,360 (2,892) $11,027 Acquisition of Z-Axis Effective May 20, 2002, we acquired all of the outstanding ownership interests of Z-Axis, Ltd. (“Z-Axis”), a privately held interactive software development company, in exchange for $12.5 million in cash and 560,678 shares of our common stock valued at approximately $8.2 million. Z-Axis is an experienced, multi-platform, console software devel- oper. In accordance with the original acquisition agreement, approximately 210,000 additional shares of our common stock may be issued to Z-Axis’ equity holders over the course of several years, depending on the satisfaction of certain product performance requirements and other criteria. This contingent consideration will be recorded as an additional element of the purchase price for Z-Axis when those contingencies are resolved. page 55 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements In the fourth quarter of fiscal 2004, certain of these product performance requirements were met and approximately 70,000 of our common shares with an assigned value of approximately $1.0 million were issued to Z-Axis equity holders. The purchase price of the transaction, including acquisition costs and the contingent consideration issued in the fourth quarter of fiscal 2004, was approximately $21.9 million and has been allocated to assets acquired and liabilities assumed as follows (amounts in thousands): Current assets Other intangibles Property and equipment Other assets Goodwill Current liabilities $ 1,946 113 172 20 20,667 (1,058) $21,860 For both of the acquisitions, goodwill has been included in the publishing segment of our business and is non-deductible for tax purposes. The results of operations of Luxoflux and Z-Axis are included in our consolidated statement of opera- tions beginning October 4, 2002 and May 20, 2002, respectively. Fiscal 2002 Transactions Acquisition of Shaba. On March 27, 2002, we acquired all of the outstanding ownership interests of Shaba Games, Inc. (“Shaba”), a privately held interactive software development company, in exchange for 581,897 shares of our common stock. Shaba is an experienced, multi-platform console software developer with a focus on action and action sports video games. Under the original acquisition agreement, approximately 155,000 additional shares of our common stock may be issued to Shaba’s equity holders over the course of several years, depending on the satisfaction of certain product performance requirements and other criteria. This contingent consideration will be recorded as an additional element of the purchase price for Shaba when those contingencies are resolved. In the fourth quarter of fiscal 2004, certain of these product performance requirements were met and approximately 23,000 of our common shares with an assigned value of approximately $0.3 million were issued to Shaba equity holders. The purchase price of the transaction, including acquisition costs and the contingent consideration issued in the fourth quarter of fiscal 2004, was approximately $7.6 million with approximately $6.4 million of the purchase price being assigned to goodwill. This goodwill has been included in the publishing segment of our business and is deductible for tax purposes. The results of operations of Shaba are included in our consolidated statement of operations beginning March 27, 2002. As of March 31, 2004, approximately 45,000 shares of our common stock remain in escrow and are contingently issuable in accordance with the original Shaba acquisition agreement. Acquisition of Gray Matter. On December 30, 1999, we acquired a 40% interest in the outstanding capital stock of Gray Matter Interactive Studios, Inc., formerly known as Video Games West (“Gray Matter”), a privately held software development company, as well as an option to purchase the remaining 60% of outstanding capital stock. Effective January 9, 2002, we exercised our option to acquire the remaining 60% of outstanding capital stock of Gray Matter in exchange for 300,803 shares of our common stock. The purchase price of the transaction, including acquisition costs, was valued at approximately $3.6 million with $3.3 million of the purchase price being assigned to goodwill. This goodwill has been included in the publishing segment of our business and is non-deductible for tax purposes. The results of operations of Gray Matter are included in our consolidated statement of operations beginning January 9, 2002. page 56 Activision, Inc. — 2004 Annual Report Acquisition of Treyarch Effective October 1, 2001, we acquired all of the outstanding ownership interests of Treyarch Invention, LLC (“Treyarch”), a privately held interactive software development company, in exchange for 1,842,663 shares of our common stock. Treyarch is an experienced, multi-platform console software developer with a focus on action and action sports video games. As part of the original acquisition agreement, approximately 540,000 additional shares of our common stock could also be issued to Treyarch’s equity holders and employees over the course of several years, depending on the satisfaction of certain product performance requirements and other criteria. This contingent consideration would be recorded as an additional element of the purchase price for Treyarch when those contingencies were resolved. In July 2002, in connection with the satisfaction of certain of those product performance requirements, we issued to Treyarch equity holders and employees 228,680 of our common shares with an assigned value of $2.7 million. The purchase price of the transaction, including the contingent consideration issued in July 2002, forgiveness of a note receivable and acquisition costs, was valued at approximately $18.2 million with approximately $17.2 million of the purchase price being assigned to goodwill. This goodwill has been included in the publishing segment of our business and is non-deductible for tax purposes. The results of operations of Treyarch are included in our consolidated statement of operations beginning October 1, 2001. As of March 31, 2004, all contingencies relating to the issuance of additional shares as consideration have been resolved. 4. Cash, Cash Equivalents, and Short-Term Investments The following table summarizes our cash, cash equivalents and short-term investments as of March 31, 2004 (amounts in thousands): Gross Amortized Unrealized Unrealized Gains Losses Gross Cost Cash and cash equivalents: Cash and time deposits Money market funds Commercial paper Auction rate notes Cash and cash equivalents Short-term investments: Corporate bonds U.S. agency issues Asset-backed bonds Municipal bonds Short-term investments Cash, cash equivalents and short-term investments $101,414 60,006 3,700 301,432 466,552 21,047 71,817 23,113 5,023 $ — — — — — 13 76 74 — 121,000 $587,552 163 $163 Fair Value $101,414 60,006 3,700 301,432 466,552 21,036 71,889 23,149 5,023 121,097 $ — — — — — (24) (4) (38) — (66) $(66) $587,649 page 57 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements The following table summarizes our cash, cash equivalents and short-term investments as of March 31, 2003 (amounts in thousands): Gross Amortized Unrealized Unrealized Gains Losses Gross Cost Cash and cash equivalents: Cash and time deposits Money market funds Auction rate notes Cash and cash equivalents Short-term investments: Corporate bonds Taxable senior debt U.S. agency issues Asset-backed bonds Municipal bonds Short-term investments $ 87,348 35,507 162,699 285,554 16,712 2,253 52,055 39,224 11,022 121,266 $ — — — — 34 — 65 122 — 221 $ — — — — — — (12) (75) — (87) Fair Value $ 87,348 35,507 162,699 285,554 16,746 2,253 52,108 39,271 11,022 121,400 Cash, cash equivalents and short-term investments $406,820 $221 $(87) $406,954 The following table summarizes the maturities of our investments in debt securities as of March 31, 2004 (amounts in thousands): Due in one year or less Due after one year through two years Asset-backed securities Total Amortized Cost Fair Value $326,694 76,325 $326,699 76,381 403,019 23,113 403,080 23,149 $426,132 $426,229 For the year ended March 31, 2004, net realized gains on short-term investments consisted of $25,000 of gross real- ized gains and $4,000 of gross realized losses. For the year ended March 31, 2003, net realized gains on short-term investments consisted of $350,000 of gross realized gains and $116,000 of gross realized losses. As of March 31, 2002, we held no short-term investments and had no gross realized gains or losses for the year then ended. 5. Software Development Costs and Intellectual Property Licenses As of March 31, 2004, capitalized software development costs included $35.3 million of internally developed soft- ware costs and $51.5 million of payments made to third-party software developers. As of March 31, 2003, capital- ized software development costs included $26.0 million of internally developed software costs and $36.1 million of payments made to third-party software developers. Capitalized intellectual property licenses were $48.5 million and $45.8 million as of March 31, 2004 and 2003, respectively. Amortization and write-offs of capitalized software development costs and intellectual property licenses, combined, was $87.9 million, $100.4 million and $62.5 million for the years ended March 31, 2004, 2003 and 2002, respectively. page 58 Activision, Inc. — 2004 Annual Report During the three months ended December 31, 2003, 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 rec- ognizable franchises and supported with big marketing programs. We completed a comprehensive review of our prod- uct 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 also 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 canceled the development of ten products which we believed were 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 which is included in the consolidated statement of operations in product development expense. For the year ended March 31, 2003, amortization and write-offs of capitalized software development costs and intellectual property licenses included approximately $15.0 million recorded in the fourth quarter as the result of the assessment of the recoverability of capitalized development costs relating to certain projects and certain of our invest- ments in long-term licensing agreements. 6. Inventories Our inventories consist of the following (amounts in thousands): March 31, Purchased parts and components Finished goods 7. Property and Equipment, Net Property and equipment, net was comprised of the following (amounts in thousands): March 31, Land Buildings Computer equipment Office furniture and other equipment Leasehold improvements Total cost of property and equipment Less accumulated depreciation Property and equipment, net 2004 2003 $ 392 26,035 $ 1,129 18,448 $ 26,427 $ 19,577 2004 2003 $ 557 4,379 34,076 13,687 5,540 $ 441 5,029 31,483 9,724 4,893 58,239 (32,700) 51,570 (29,305) $ 25,539 $ 22,265 Depreciation expense for the years ended March 31, 2004, 2003 and 2002 was $10.0 million, $8.1 million and $6.2 million, respectively. page 59 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements 8. Goodwill The changes in the carrying amount of goodwill were as follows (amounts in thousands): Balance as of March 31, 2002 Goodwill acquired during the year Issuance of contingent consideration Adjustment—prior period purchase allocation Effect of foreign currency exchange rates Balance as of March 31, 2003 Goodwill acquired during the year Issuance of contingent consideration Adjustment—prior period purchase allocation Effect of foreign currency exchange rates Publishing Distribution Total $31,626 29,348 2,668 (448) — 63,194 3,763 3,246 695 — $4,366 — — — 459 4,825 — — — 770 $35,992 29,348 2,668 (448) 459 68,019 3,763 3,246 695 770 Balance as of March 31, 2004 $70,898 $5,595 $76,493 9. Accrued Expenses Accrued expenses were comprised of the following (amounts in thousands): March 31, Accrued royalties payable Accrual for settlement of treasury stock purchases Accrued selling and marketing costs Income tax payable Accrued bonus and vacation pay Other Total 2004 2003 $ 7,218 — 11,456 9,897 20,042 14,592 $ 6,430 7,553 8,737 6,940 12,287 16,709 $63,205 $58,656 10. Operations by Reportable Segments and Geographic Area Based upon our organizational structure, we operate two business segments: (i) publishing of interactive entertainment software and (ii) distribution of interactive entertainment software and hardware products. Publishing refers to 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 UK, Germany, France, Italy, Australia, Sweden, Canada and Japan. Our products are sold internationally on a direct-to-retail basis and through third-party distribution and licensing arrangements and through our wholly-owned distribution subsidiaries located in the UK, the Netherlands and Germany. Distribution refers to our operations 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 inter- active entertainment hardware. page 60 Activision, Inc. — 2004 Annual Report Resources are allocated to each of these segments using information on their respective net revenues and operating profits before interest and taxes. The accounting policies of these segments are the same as those described in the Summary of Significant Accounting Policies. Transactions between segments are eliminated in consolidation. Information on the reportable segments for the three years ended March 31, 2004 is as follows (amounts in thousands): Year ended March 31, 2004 Total segment revenues Revenue from sales between segments Revenues from external customers Operating income Total assets Year ended March 31, 2003 Total segment revenues Revenue from sales between segments Revenues from external customers Operating income Total assets Year ended March 31, 2002 Total segment revenues Revenue from sales between segments Revenues from external customers Operating income Total assets Publishing Distribution Total $665,732 (67,859) $281,924 67,859 $947,656 — $597,873 $349,783 $947,656 $ 93,223 $ 16,594 $109,817 $859,874 $108,943 $968,817 $615,975 (57,462) $248,141 57,462 $864,116 — $558,513 $305,603 $864,116 $ 79,139 $ 15,708 $ 94,847 $619,132 $ 85,684 $704,816 $549,508 (50,632) $236,926 50,632 $786,434 — $498,876 $287,558 $786,434 $ 68,675 $ 11,899 $ 80,574 $455,432 $101,455 $556,887 Geographic information is based on the location of the selling entity. Revenues from external customers by geographic region were as follows (amounts in thousands): Year ended March 31, United States Europe Other Total 2004 2003 2002 $446,812 479,224 21,620 $432,261 413,125 18,730 $404,905 368,799 12,730 $947,656 $864,116 $786,434 page 61 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements Revenues by platform were as follows (amounts in thousands): Year ended March 31, Console Hand-held PC Total 2004 2003 2002 $732,220 43,306 172,130 $674,621 64,069 125,426 $480,695 159,042 146,697 $947,656 $864,116 $786,434 A significant portion of our revenues is derived from products based on a relatively small number of popular brands each year. 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%, respec- tively, of worldwide publishing net revenues). In fiscal 2002, 35% of our consolidated net revenues (50% of world- wide publishing net revenues) was derived from two brands, 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). 11. Computation of Earnings Per Share The following table sets forth the computations of basic and diluted earnings per share (amounts in thousands, except per share data): Year ended March 31, Numerator: Numerator for basic and diluted earnings per share— income available to common shareholders Denominator: Denominator for basic earnings per share— weighted average common shares outstanding Effect of dilutive securities: Employee stock options and stock purchase plan Warrants to purchase common stock Potential dilutive common shares Denominator for diluted earnings per share—weighted average common shares outstanding plus assumed conversions Basic earnings per share Diluted earnings per share 2004 2003 2002 $ 77,715 $ 66,180 $ 52,238 133,249 144,359 113,966 11,042 602 11,644 10,278 846 11,124 18,648 1,161 19,809 144,893 155,483 133,775 $ $ 0.58 0.54 $ $ 0.46 0.43 $ $ 0.46 0.39 Options to purchase approximately 9,471,000, 7,799,000 and 237,000 shares of common stock for the years ended March 31, 2004, 2003 and 2002, respectively, were not included in the calculation of diluted earnings per share because their effect would be antidilutive. page 62 Activision, Inc. — 2004 Annual Report 12. Income Taxes Domestic and foreign income before income taxes and details of the income tax provision are as follows (amounts in thousands): Year ended March 31, Income before income taxes: Domestic Foreign Income tax expense (benefit): Current: Federal State Foreign Total current Deferred: Federal State Foreign Total deferred Add back benefit credited to additional paid-in capital: Tax benefit related to stock option and warrant exercises Income tax provision 2004 2003 2002 $ 84,339 31,653 $ 78,761 24,646 $ 67,553 15,567 $115,992 $103,407 $ 83,120 $ 502 311 9,899 $ 1,703 413 7,872 $ 10,712 9,988 648 20 5,053 5,721 14,113 (871) 1,906 15,148 1,794 3,065 (1,504) (18,751) (4,555) (46) 3,355 (23,352) 12,417 23,884 48,513 $ 38,277 $ 37,227 $ 30,882 The items accounting for the difference between income taxes computed at the U.S. federal statutory income tax rate and the income tax provision for each of the years are as follows: Year ended March 31, Federal income tax provision at statutory rate State taxes, net of federal benefit Research and development credits Incremental (decremental) effect of foreign tax rates Increase of valuation allowance Rate changes Other 2004 2003 2002 35.0% 35.0% 35.0% 2.4 (6.0) (0.2) 2.1 0.8 1.9 3.5 (1.8) (1.4) 2.4 — (0.5) 2.3 (8.0) (2.3) 5.8 — 0.2 33.0% 36.0% 37.2% page 63 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements Deferred income taxes reflect the net tax effects of temporary differences between the amounts of assets and liabilities for accounting purposes and the amounts used for income tax purposes. The components of the net deferred tax asset and liability are as follows (amounts in thousands): March 31, Deferred asset: Allowance for doubtful accounts Allowance for sales returns Inventory reserve Vacation and bonus reserve Amortization and depreciation Tax credit carryforwards Net operating loss carryforwards Other Deferred asset Valuation allowance Net deferred asset Deferred liability: Capitalized research expenses State taxes Deferred liability Net deferred asset 2004 2003 $ 634 8,334 385 2,771 5,036 36,599 25,851 2,248 $ 1,538 10,511 775 2,409 4,794 25,741 47,399 3,946 81,858 (18,857) 97,113 (27,606) 63,001 69,507 25,252 2,558 27,810 18,775 2,120 20,895 $ 35,191 $ 48,612 The tax benefits associated with certain net operating loss carryovers relate to employee stock options. Pursuant to SFAS No. 109, net operating losses have been reduced by $12.7 million relating to these items which will be cred- ited to additional paid-in capital when realized. As of March 31, 2004, our available federal net operating loss carryforward of approximately $62.0 million is subject to certain limitations as defined under Section 382 of the Internal Revenue Code. The net operating loss carryforwards expire between 2020 and 2023. We have various state net operating loss carryforwards which are not subject to limitations under Section 382 of the Internal Revenue Code. We have tax credit carryforwards of $22.8 million and $13.8 million for federal and state purposes, respectively, which begin to expire in 2006. At March 31, 2004, our deferred income tax asset for tax credit carryforwards and net operating loss carryforwards was reduced by a valuation allowance of $18.9 million as compared to $27.6 million in the prior fiscal year. Realization of the deferred tax assets is dependent upon the continued generation of sufficient taxable income prior to expiration of tax credits and loss carryforwards. Although realization is not assured, management believes it is more likely than not that the net carrying value of the deferred tax asset will be realized. Cumulative undistributed earnings of foreign subsidiaries for which no deferred taxes have been provided approximated $52.7 million at March 31, 2004. Deferred income taxes on these earnings have not been provided as these amounts are considered to be permanent in duration. page 64 Activision, Inc. — 2004 Annual Report 13. Long-Term Debt Mortgage Notes Payable As of March 31, 2003, long-term debt and the current portion of long-term debt of $2.8 million were comprised of the mortgage note payable related to the land, office and warehouse facilities of our German subsidiary. The German mortgage note bore interest at 5.45%, was due in bi-annual installments of Euro (“EUR”) 73,900 ($89,958), was collateralized by the related assets and was scheduled to mature in December 2018. The German mortgage note was repaid in full in fiscal 2004. 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 Great British Pounds (“GBP”) 8.0 million ($14.6 million) and GBP 8.6 million ($13.5 million), including issuing letters of credit, on a revolving basis as of March 31, 2004 and 2003, respectively. Furthermore, under the UK Facility, Centresoft provided a GBP 0.3 million ($0.5 million) and a EUR 1.0 million ($1.1 million) guarantee for the benefit of our CD Contact subsidiary as of March 31, 2004 and 2003, respectively. The UK Facility bore inter- est at LIBOR plus 2.0% and LIBOR plus 1.5% as of March 31, 2004 and 2003, respectively, 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 and 2003, we were in compliance with these covenants. No borrowings were outstanding against the UK Facility as of March 31, 2004 or 2003. The German Facility provided for revolving loans up to EUR 0.5 million ($0.6 million) and EUR 0.8 million ($0.8 million) as of March 31, 2004 and 2003, respectively, 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 or 2003. Private Placement of Convertible Subordinated Notes In December 1997, we completed the private placement of $60.0 million principal amount of 63⁄4% convertible subordinated notes due 2005 (the “Notes”). The Notes were convertible, in whole or in part, at the option of the holder at any time after December 22, 1997 (the date of original issuance) and prior to the close of business on the business day immediately preceding the maturity date, unless previously redeemed or repurchased, into our common stock at a conversion price of $5.593 per share, subject to adjustment in certain circumstances. During the three months ended June 30, 2001, we called for the redemption of the Notes. In connection with that call, holders converted to common stock approximately $58.7 million aggregate principal amount of their Notes, net of conversion costs. The remaining Notes were redeemed for cash. 14. Commitments and Contingencies Developer and Intellectual Property Contracts 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 develop- ment milestones. These payments to third-party developers and intellectual property holders typically are deemed to be page 65 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements advances and are recoupable against future royalties earned by the developer or intellectual property holder based on the sale of the related game. Assuming all contractual provisions are met, the total future minimum contract commitment for contracts in place as of March 31, 2004 is approximately $89.3 million, which is scheduled to be paid as follows (amounts in thousands): Year ended March 31, 2005 2006 2007 2008 2009 Total $62,529 17,328 4,545 1,895 3,020 $89,317 The commitment schedule above excludes 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. Marketing Commitments 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 contractual provisions are met, the total future minimum marketing commitment for contracts in place as of March 31, 2004 is approximately $66.4 million, which is scheduled to be paid as follows (amounts in thousands): Year ended March 31, 2005 2006 2007 Total $39,919 11,500 15,000 $66,419 Lease Obligations We lease certain of our facilities under non-cancelable operating lease agreements. Total future minimum lease commit- ments as of March 31, 2004 are as follows (amounts in thousands): Year ended March 31, 2005 2006 2007 2008 2009 Thereafter Total $ 8,936 7,520 6,870 4,033 2,993 16,222 $46,574 Facilities rent expense for the years ended March 31, 2004, 2003 and 2002 was approximately $8.7 million, $7.6 million and $5.3 million, respectively. page 66 Activision, Inc. — 2004 Annual Report 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 pur- chasers 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 com- mon 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 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, we 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. 15. Stock Compensation and Employee Benefit Plans Stock Option Plans We sponsor several stock option plans for the benefit of officers, employees, consultants and others. page 67 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements On September 23, 1998, the shareholders of Activision approved the Activision 1998 Incentive Plan, as amended (the “1998 Plan”). The 1998 Plan permits the granting of “Awards” in the form of non-qualified stock options, ISOs, SARs, restricted stock awards, deferred stock awards and other common stock-based awards to directors, officers, employees, consultants and others. The total number of shares of common stock available for distribution under the 1998 Plan is 10,125,000. The 1998 Plan requires available shares to consist in whole or in part of authorized and unissued shares or treasury shares. There were approximately 11,800 shares remaining available for grant under the 1998 Plan as of March 31, 2004. On April 26, 1999, the Board of Directors approved the Activision 1999 Incentive Plan, as amended (the “1999 Plan”). The 1999 Plan permits the granting of “Awards” in the form of non-qualified stock options, ISOs, SARs, restricted stock awards, deferred share awards and other common stock-based awards to directors, officers, employees, consultants and others. The total number of shares of common stock available for distribution under the 1999 Plan is 16,875,000. The 1999 Plan requires available shares to consist in whole or in part of authorized and unissued shares or treasury shares. There were approximately 50,400 shares remaining available for grant under the 1999 Plan as of March 31, 2004. On August 23, 2001, the shareholders of Activision approved the Activision 2001 Incentive Plan, as amended (the “2001 Plan”). The 2001 Plan permits the granting of “Awards” in the form of non-qualified stock options, ISOs, SARs, restricted stock awards, deferred stock awards and other common stock-based awards to directors, officers, employees, consultants and others. The total number of shares of common stock available for distribution under the 2001 Plan is 5,062,500. The 2001 Plan requires available shares to consist in whole or in part of authorized and unissued shares or treasury shares. There were approximately 100,000 shares remaining available for grant under the 2001 Plan as of March 31, 2004. On April 4, 2002, the Board of Directors approved the Activision 2002 Incentive Plan (the “2002 Plan”). The 2002 Plan permits the granting of “Awards” in the form of non-qualified stock options, ISOs, SARs, restricted stock awards, deferred share awards and other common stock-based awards to officers (other than executive officers), employees, consultants, advisors and others. The 2002 Plan requires available shares to consist in whole or in part of authorized and unissued shares or treasury shares. The total number of shares of common stock available for distribution under the 2002 Plan is 9,787,500. There were approximately 2,032,100 shares remaining available for grant under the 2002 Plan as of March 31, 2004. On September 19, 2002, the shareholders of Activision approved the Activision 2002 Executive Incentive Plan (the “2002 Executive Plan”). The 2002 Executive Plan permits the granting of “Awards” in the form of non-qualified stock options, ISOs, SARs, restricted stock awards, deferred share awards and other common stock-based awards to officers, employees, directors, consultants and advisors. The total number of shares of common stock available for distribution under the 2002 Executive Plan is 5,625,000. The 2002 Executive Plan requires available shares to consist in whole or in part of authorized and unissued shares or treasury shares. There were approximately 248,600 shares remaining available for grant under the 2002 Executive Plan as of March 31, 2004. On December 16, 2002, the Board of Directors approved the Activision 2002 Studio Employee Retention Incentive Plan, as amended (the “2002 Studio Plan”). The 2002 Studio Plan permits the granting of “Awards” in the form of non-qualified stock options and restricted stock awards to key studio employees (other than executive officers) of Activision, our subsidiaries and affiliates and to contractors and others. The 2002 Studio Plan requires available shares to consist in whole or in part of authorized and unissued shares or treasury shares. The total number of shares of com- mon stock available for distribution under the 2002 Studio Plan is 3,375,000. There were approximately 62,300 shares remaining available for grant under the 2002 Studio Plan as of March 31, 2004. page 68 Activision, Inc. — 2004 Annual Report On April 29, 2003, our Board of Directors approved the Activision 2003 Incentive Plan (the “2003 Plan”). The 2003 Plan permits the granting of “Awards” in the form of non-qualified stock options, SARs, restricted stock awards, deferred stock awards and other common stock-based awards to directors, officers, employees, consultants and others. The 2003 Plan requires available shares to consist in whole or in part of authorized and unissued shares or treasury shares. The total number of shares of common stock available for distribution under the 2003 Plan is 13,500,000. There were approximately 13,353,800 shares remaining available for grant under the 2003 Plan as of March 31, 2004. The exercise price for Awards issued under the 1998 Plan, 1999 Plan, 2001 Plan, 2002 Plan, 2002 Executive Plan, 2002 Studio Plan and 2003 Plan (collectively, the “Plans”) is determined at the discretion of the Board of Directors (or the Compensation Committee of the Board of Directors, which administers the Plans), and for ISOs, is not to be less than the fair market value of our common stock at the date of grant, or in the case of non-qualified options, must exceed or be equal to 85% of the fair market value of our common stock at the date of grant. Options typically become exercisable in installments over a period not to exceed seven years and must be exercised within 10 years of the date of grant. However, certain options granted to executives vest immediately. Historically, stock options have been granted with exercise prices equal to or greater than the fair market value at the date of grant. Other Employee Stock Options In connection with prior employment agreements between Activision and Robert A. Kotick, Activision’s Chairman and Chief Executive Officer, and Brian G. Kelly, Activision’s Co-Chairman, Mr. Kotick and Mr. Kelly were granted options to purchase common stock. The Board of Directors approved the granting of these options. Relating to such grants, as of March 31, 2004, approximately 7,816,400 shares were outstanding with a weighted average exercise price of $2.81. We additionally have approximately 209,500 options outstanding to employees as of March 31, 2004, with a weighted average exercise price of $6.19. The Board of Directors approved the granting of these options. Such options have terms similar to those options granted under the Plans. Director Warrants During the fiscal year ended March 31, 1997, we issued warrants to purchase 135,000 shares of our common stock, at exercise prices ranging from $3.50 to $4.11 to two of our outside directors in connection with their election to the Board. Such warrants vested 25% on the first anniversary of the date of grant, and 12.5% each six months thereafter and expire within 10 years from the date of grant. Relating to such warrants, as of March 31, 2004, approximately 67,500 shares with a weighted average exercise price of $4.01 were outstanding. Employee Stock Purchase Plans On July 22, 2002, the Board of Directors approved the 2002 Employee Stock Purchase Plan for eligible domestic employees. The shareholders of Activision subsequently approved the 2002 Employee Stock Purchase Plan on September 19, 2002. Then, on February 11, 2003, the Board of Directors approved the 2002 Employee Stock Purchase Plan for International Employees. The primary terms of the 2002 Employee Stock Purchase Plan and the 2002 Employee Stock Purchase Plan for International Employees (collectively the “2002 Purchase Plans”) are the same. Under the 2002 Purchase Plans, up to 1,125,000 shares of our common stock may be purchased by eligible employees during two overlapping, twelve-month offering periods that commence each April 1 and October 1 (the “Offering Period”). At any point in time, employees may participate in only one Offering Period. The first day of each Offering Period is referred to as the “Offering Date.” Common stock is purchased by 2002 Purchase Plans participants at 85% of the lesser of fair market value on the Offering Date for the Offering Period that includes the common stock purchase date or the fair market value on the common stock purchase date. Employees may purchase shares having a value not exceeding 15% of their gross compensation during an Offering Period, limited to a maximum of 11,250 page 69 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements common shares per common stock purchase date. During the year ended March 31, 2004, employees purchased approximately 242,300, 60,000 and 255,300 shares at a price of $5.48, $7.06 and $5.48 per share, respec- tively, within the 2002 Purchase Plans’ Offering Periods. Prior to the 2002 Purchase Plans, we had an employee stock purchase plan for all eligible domestic employees (the “Prior Purchase Plan”). Under the Prior Purchase Plan, shares of our common stock could be purchased at six-month intervals at 85% of the lower of the fair market value on the first or last day of each six-month period. Employees could purchase shares having a value not exceeding 10% of their gross compensation during each six-month period. Employees purchased approximately 114,750 and 209,250 shares at a price of $9.47 and $5.57 per share during the six months ended September 30, 2002 and March 31, 2003, respectively. The Prior Purchase Plan expired on March 31, 2003. Activity of Employee and Director Options and Warrants Activity of all employee and director options and warrants during the last three fiscal years was as follows (amounts in thousands, except weighted average exercise price amounts): Outstanding at beginning of year Granted Exercised Forfeited Outstanding at end of year Exercisable at end of year 2004 2003 2002 Shares 36,710 6,795 (4,585) (2,282) 36,638 19,600 Wtd. Avg. Ex. Price $6.35 7.22 4.87 8.07 $6.59 $5.26 Shares 28,943 14,423 (5,675) (981) 36,710 17,244 Wtd. Avg. Ex. Price $4.17 9.48 3.22 5.77 $6.35 $4.29 Shares 40,311 9,246 (19,533) (1,081) 28,943 14,252 Wtd. Avg. Ex. Price $2.87 7.25 2.99 3.27 $4.17 $3.67 For the years ended March 31, 2004, 2003 and 2002, all options were granted at an exercise price equal to the fair market value on the date of grant. The following tables summarize information about all employee and director stock options and warrants outstanding as of March 31, 2004 (share amounts in thousands): Outstanding Options Exercisable Options Remaining Wtd. Avg. Contractual Life (in years) Wtd. Avg. Exercise Price Shares Wtd. Avg. Exercise Price 6.08 5.00 6.37 7.45 8.44 8.50 8.11 8.68 8.14 8.18 7.09 $ 1.88 3.11 4.89 6.25 7.19 9.79 11.97 13.36 14.46 14.77 $ 6.59 2,784 6,119 3,116 3,018 1,129 985 2,285 157 5 2 19,600 $ 1.87 3.11 3.95 6.23 7.36 9.77 12.07 13.35 14.46 14.77 $ 5.26 Shares 3,048 6,205 7,001 5,363 4,277 5,270 4,783 666 18 7 36,638 Range of exercise prices: $ 1.41 to $ 2.81 $ 2.93 to $ 3.11 $ 3.13 to $ 6.01 $ 6.08 to $ 6.29 $ 6.30 to $ 7.85 $ 7.94 to $10.20 $10.30 to $12.27 $12.29 to $14.23 $14.46 to $14.46 $14.77 to $14.77 page 70 Activision, Inc. — 2004 Annual Report Non-Employee Warrants In prior years, we have granted stock warrants to third parties in connection with the development of software and the acquisition of licensing rights for intellectual property. The warrants generally vest upon grant and are exercisable over the term of the warrant. The exercise price of third-party warrants is generally greater than or equal to the fair market value of our common stock at the date of grant. No third-party warrants were granted during the year ended March 31, 2004. As of March 31, 2004, 1,539,000 third-party warrants to purchase common stock were outstanding with a weighted average exercise price of $9.50 per share. During the year ended March 31, 2003, we granted warrants to a third party to purchase 337,500 shares of our common stock at an exercise price of $13.22 per share in connection with, and as partial consideration for, a license agreement that allows us to utilize intellectual property owned by the third party in conjunction with an Activision product. The warrants vested upon grant and have a three- year term. The fair value of the warrants was determined using the Black-Scholes pricing model, assuming a risk-free rate of 4.18%, a volatility factor of 70% and expected term as noted above. The per share weighted average estimated fair value of the third-party warrants granted during the year ended March 31, 2003 was $6.47 per share. As of March 31, 2003, 1,984,500 third-party warrants to purchase common stock were outstanding with a weighted average exercise price of $6.25 per share. No third-party warrants were granted during the year ended March 31, 2002. As of March 31, 2002, 1,747,500 third-party warrants to purchase common stock were outstanding with a weighted average exercise price of $7.81 per share. In accordance with EITF 96-18, we measure the fair value of the securities on the measurement date. The fair value of each warrant is capitalized and amortized to expense when the related product is released and the related revenue is recognized. Additionally, as more fully described in Note 1, the recoverability of capitalized software development costs and intellectual property licenses is evaluated on a quarterly basis with amounts determined as not recoverable being charged to expense. In connection with the evaluation of capitalized software development costs and intellectual property licenses, any capitalized amounts for related third-party warrants are additionally reviewed for recoverability with amounts determined as not recoverable being amortized to expense. For the years ended March 31, 2004, 2003 and 2002, $0.2 million, $3.6 million and $1.1 million, respectively, was amortized and included in cost of sales—software royalties and amortization and/or cost of sales—intellectual property licenses. Employee Retirement Plan We have a retirement plan covering substantially all of our eligible employees. The retirement plan is qualified in accord- ance with Section 401(k) of the Internal Revenue Code. Under the plan, employees may defer up to 15% of their pre-tax salary, but not more than statutory limits. Effective January 1, 2003, we contribute 20% of each dollar con- tributed by a participant. Prior to January 1, 2003, we contributed 5% of each dollar contributed by a participant. Our matching contributions to the plan were approximately $700,000, $320,000 and $82,000 during the years ended March 31, 2004, 2003 and 2002, respectively. 16. Capital Transactions 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 our common stock for $101.4 million, during the years ended March 31, 2004 and 2003, page 71 Activision, Inc. — 2004 Annual Report Notes to Consolidated Financial Statements 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. Structured stock repurchase transactions are settled in cash or stock based on the market price of our common stock on the date of the settlement. 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. These transactions are recorded in shareholders’ equity in the accompanying consolidated balance sheets. 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. In any period, cash provided by or used in financing activities related to common stock repurchase transactions may differ from the comparable change in shareholders’ equity, reflecting timing differences between the recognition of share repurchase transactions and their settlement for cash. Shelf Registrations 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 $500.0 million. 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 $250.0 mil- lion 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. 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 combi- nation transaction after a person has acquired 15% or more of our common stock, each holder of a right will there- after 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. page 72 Activision, Inc. — 2004 Annual Report 17. Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) were as follows (amounts in thousands): Balance, March 31, 2003 Comprehensive income (loss) Balance, March 31, 2004 Unrealized Appreciation (Depreciation) on Investments Accumulated Other Comprehensive Income (Loss) $134 (37) $ 97 $ (3,434) 13,395 $ 9,961 Foreign Currency $ (3,568) 13,432 $ 9,864 The amounts above are shown net of taxes. The income taxes related to other comprehensive income were not significant, as income taxes were not provided for foreign currency translation items as these are considered indefinite investments in non-U.S. subsidiaries. 18. Supplemental Cash Flow Information Non-cash investing and financing activities and supplemental cash flow information are as follows (amounts in thousands): Year ended March 31, Non-cash investing and financing activities: Conversion of convertible subordinated notes, net of conversion costs Subsidiaries acquired with common stock Issuance of options and common stock warrants Stock offering costs Change in unrealized appreciation on short-term investments Supplemental cash flow information: Cash paid for income taxes Cash paid (received) for interest, net 19. Quarterly Financial and Market Information (Unaudited) 2004 2003 2002 $ — $ 3,246 — — (37) — $58,651 25,481 3,217 — — 10,861 2,184 781 134 $10,463 (6,213) $ 5,491 (7,804) $ 3,041 (2,942) (Amounts in thousands, except per share data) June 30 Sept. 30 Dec. 31 Mar. 31 Year ended Quarter ended Fiscal 2004: Net revenues Operating income (loss) Net income (loss) Basic earnings (loss) per share Diluted earnings (loss) per share Common stock price per share: High Low Fiscal 2003: Net revenues Operating income (loss) Net income (loss) Basic earnings (loss) per share Diluted earnings (loss) per share Common stock price per share: High Low $158,725 5,146 4,163 0.03 0.03 $117,523 (16,933) (10,093) (0.08) (0.08) $508,511 116,961 76,981 0.58 0.53 $162,897 4,643 6,664 0.05 0.04 $947,656 109,817 77,715 0.58 0.54 8.99 6.01 9.58 7.23 12.73 7.71 16.17 11.38 16.17 6.01 $191,258 31,196 20,704 0.15 0.14 $169,172 11,334 9,086 0.06 0.06 $378,685 66,761 44,347 0.30 0.28 $125,001 (14,444) (7,957) (0.06) (0.06) $864,116 94,847 66,180 0.46 0.43 15.60 11.70 14.02 9.91 10.61 5.42 7.00 5.79 15.60 5.42 page 73 Activision, Inc. — 2004 Annual Report 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. Fiscal 2003 First Quarter ended June 30, 2002 Second Quarter ended September 30, 2002 Third Quarter ended December 31, 2002 Fourth Quarter ended March 31, 2003 Fiscal 2004 First Quarter ended June 30, 2003 Second Quarter ended September 30, 2003 Third Quarter ended December 31, 2003 Fourth Quarter ended March 31, 2004 High Low $15.60 14.02 10.61 7.00 $ 8.99 9.58 12.73 16.17 $11.70 9.91 5.42 5.79 $ 6.01 7.23 7.71 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. page 74 Activision, Inc. — 2004 Annual Report Corporate Information Officers Transfer Agent Forward-Looking Statements Robert A. Kotick Chairman and Chief Executive Officer Brian G. Kelly Co-Chairman Ronald Doornink President, Activision, Inc. and Chief Executive Officer, Activision Publishing, Inc. Kathy P. Vrabeck President, Activision Publishing William J. Chardavoyne Chief Financial Officer and Executive Vice President Michael J. Rowe Executive Vice President, Human Resources Richard A. Steele President, Activision Distribution and Executive Vice President, International Distribution George L. Rose Senior Vice President, Business and Legal Affairs, General Counsel and Secretary Board of Directors Robert A. Kotick Chairman and Chief Executive Officer Brian G. Kelly Co-Chairman Ronald Doornink President, Activision, Inc. and Chief Executive Officer, Activision Publishing, Inc. Robert J. Corti Chief Financial Officer, Avon Products, Inc. Kenneth L. Henderson Partner, Bryan Cave LLP Barbara S. Isgur Former Senior Vice President, Stratagem Robert J. Morgado Chairman, Maroley Media Group Peter J. Nolan Managing Partner, Leonard Green & Partners, L.P. m o c . s r o n n o c - n a r r u c w w w . / . c n I , s r o n n o C & n a r r u C y b d e n g s e D i Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 (212) 509-4000 Auditor PricewaterhouseCoopers LLP Los Angeles, California Bank US Bank Los Angeles, California Corporate Counsel Bryan Cave LLP New York, New York Corporate Headquarters Activision, Inc. 3100 Ocean Park Boulevard Santa Monica, California 90405 (310) 255-2000 Domestic Offices Dallas, Texas Eagan, Minnesota Eden Prairie, Minnesota Encino, California Hayward, California Los Angeles, California Madison, Wisconsin New York, New York San Francisco, California Woodland Hills, California International Offices Bezons, France Birmingham, United Kingdom Breda, The Netherlands Burglengenfeld, Germany Legnano, Italy Madrid, Spain Ontario, Canada Slough, United Kingdom Stockholm, Sweden Sydney, Australia Tokyo, Japan Venlo, The Netherlands The statements contained in this report that are not historical facts are “forward-looking statements.” The company cautions readers of this report that a number of important factors could cause Activision’s actual future results to differ materially from those expressed in any such forward- looking statements. These important factors, and other factors that could affect Activision, are described in Activision’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004, which was filed with the United States Securities and Exchange Commission. Readers of this Annual Report are referred to this filing. World Wide Web Site http://www.activision.com E-Mail IR@activision.com Annual Meeting September 21, 2004 The Peninsula Hotel 9882 South Santa Monica Blvd. Beverly Hills, California 90212 Annual Report on Form 10-K Activision’s Annual Report on Form 10-K for the year ended March 31, 2004 is available to shareholders without charge upon request from our corporate offices. Spider-Man and all related Marvel characters, (cid:2) & © 2004 Marvel Characters, Inc. Spider-Man 2, the movie, © 2004 Columbia Pictures Industries, Inc. All rights reserved. Shrek is a registered trademark of DreamWorks L.L.C. Shrek 2, Shrek Ear Design and Shrek “S” (cid:2) & © 2004 DreamWorks L.L.C. All rights reserved. MARVEL, Spider-Man and X-MEN, and the distinctive likenesses thereof are trademarks of Marvel Characters, Inc., and are used with permission. Copyright © 2000 Marvel Characters, Inc. All rights reserved. www.marvel.com. The images used in this annual report were produced under license from Marvel Characters, Inc. 3100 Ocean Park Boulevard, Santa Monica, CA 90405 phone: (310) 255-2000 fax: (310) 255-2100 www.activision.com