Ubisoft 2008 Annual Report Download

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ANNUAL
REPORT

Table of contents

  • Page 1
    ANNUAL REPORT

  • Page 2
    SUMMARY > > > > > A statement from Yves Guillemot Top management Over 20 years of growth A robust industry 2008-09 at a glance global player strategy built to last 02 06 08 12 14 16 18 21 22 43 47 >A >A > > The power of our brands Calling all gamers talent to games Financial report > From >

  • Page 3
    ...new frontiers of immersion, the company wants to bring its flagship brands to multiple media. Video games, movies, comic books - Ubisoft is establishing itself as a key player, who imagines today the entertainment of tomorrow and is always ready to conquer new territory. UBISOFT ANNUAL REPORT 2009

  • Page 4
    A STATEMENT FROM YVES GUILLEMOT A statement from Yves Guillemot

  • Page 5
    ...to work for major players in the film industry. Our aim is to progressively integrate their know-how in order to continuously improve the quality and production value of our games. Finally, 2008-2009 was a good year for the recruitment of new talent. The year was marked by the opening of studios...

  • Page 6
    ... as we have successfully done in the past on the WiiTM. We have been working in particular on the 3D camera To help teams hone their video games skills, we will concentrate for over a year now and intend to intensify our efforts so that on developing our training programs and campuses and...

  • Page 7
    ...in order to strengthen each one of our brands. We will also continue bringing our franchises to other media. This year we will be publishing new Tom Clancy novels, and for the first time, graphic novels. We will also be airing miniseries on the Internet and launching more game-related merchandise...

  • Page 8
    .... This is what makes our settings and gameplay come to life, and this is what will enable us to take these creative worlds beyond video gaming." Serge Hascoët • "We believe in building brands that can be brought to multiple media. This diversification is what will enable us to continue expanding...

  • Page 9
    07 A B C D E F

  • Page 10
    ... every year that goes by, Ubisoft reinforces its reputation as an innovative company with strong growth potential. In a constantly changing market environment, the group has laid down solid foundations and demonstrated an ability to anticipate emerging trends and imagine the future of entertainment...

  • Page 11
    ...on the Paris stock exchange. The company pursues its internal growth strategy, opening up new studios in six different cities, including Montreal and Shanghai, and reinforcing its international distribution network. In the same period, Ubisoft acquires Red Storm Entertainment, Blue Byte Software and...

  • Page 12
    OVER 20 YEARS OF GROWTH 2008-2009: The ever-expanding world of entertainment • Ubisoft strengthens its production capacity, creating and acquiring five new studios in Brazil, Western Canada, India, Sweden and Ukraine, and increases the number of top-selling brands in the group's portfolio to 18. ...

  • Page 13
    11

  • Page 14
    A ROBUST INDUSTRY A robust industry Despite the uncertain world economy, the video game industry still offers healthy long-term growth perspectives. Regardless of age, regardless of origin, people continue to have fun playing video games.

  • Page 15
    ... their storylines and creative universes to life in other media such as comic books, TV shows or novels. Publishers are gradually readjusting their strategies to respond to these emerging realities. (1) The Entertainment Software Association (http://www.theesa.com/) UBISOFT ANNUAL REPORT 2009

  • Page 16
    2008-09 AT A GLANCE 2008-09 at a glance > A1.058 billion Sales > A150 million Net Income > A133 million Current Operating Income > A265 million R&D Investments 4th independent publisher worldwide (excluding Japan) 5,750 team members in 28 countries of whom 4,800 employed in production

  • Page 17
    ... of Sales (e Million) 2008/2009 2007/2008 2006/2007 2005/2006 2004/2005 Evolution of number of employees 1,058 928 2008/2009 2007/2008 2006/2007 2005/2006 2004/2005 5,750 680 ///////// 547 /////// 533 4,350 3,950 ////////// 3,500 /////// 3,000 UBISOFT ANNUAL REPORT 2009

  • Page 18
    A GLOBAL PLAYER A global player CANADA UNITED STATES MEXICO MOROCCO CHINA INDIA SOUTH KOREA JAPAN SINGAPORE BRAZIL AUSTRALIA Distribution subsidiary Development studio 2008-2009 opening Studio Acquisitions 2008-2009 - Massive Entertainment (Malmö, Sweden) - Action Pants (Vancouver, Canada) -...

  • Page 19
    17 2,600 employees in North America 2,300 employees in Europe & North Africa 850 employees in Asia-Pacific FINLAND NORWAY SWEDEN DENMARK NETHERLANDS ENGLAND BELGIUM GERMANY POLAND UKRAINE SWITZERLAND FRANCE AUSTRIA ROMANIA BULGARIA ITALY SPAIN UBISOFT ANNUAL REPORT 2009

  • Page 20
    A STRATEGY BUIL T TO LAST A strategy built to last

  • Page 21
    ..., receiving the 2008 Target Vendor of the Year in US and the MCV Industry Excellence Awards in the UK. Creating successful proprietary brands Ubisoft has centered its strategy upon the creation and development of proprietary brands and today has the second largest internal production force in the...

  • Page 22

  • Page 23
    ... to 2009, the number of multimillion unit-selling brands in Ubisoft's portfolio skyrocketed from one to 18: Tom Clancy's Rainbow Six®, Rayman®, Tom Clancy's Splinter Cell®, Tom Clancy's Ghost Recon®, Petz®, Driver®, Prince of Persia®, Imagine®, Assassin's Creed®, The Settlers®, Brothers in...

  • Page 24
    THE POWER OF OUR BRANDS Calling all gamers Create, breathe life info and successfully develop one of the industry's most ambitious and promising portfolios of intellectual properties (IPs) is the key to Ubisoft's editorial strategy. The group's ability to respond to the expectations of the most ...

  • Page 25
    23 Creating new gaming experiences At the heart of Ubisoft's editorial strategy is the ambition to successfully establish three new brands every two years. Recent additions to the group's long list of IPs include Tom Clancy's H.A.W.X.TM, Shaun White Snowboarding and My Coach. To add even more depth...

  • Page 26
    THE POWER OF OUR BRANDS Since 1995 20 million units sold Rayman® (1995) Rayman 2 The Great Escape® (1999) Rayman Arena® (2001) Rayman Rush® (2002) Rayman 3® (2003) Rayman 3 Hoodlum Havoc® (2003) Rayman Hoodlum's Revenge® (2005)

  • Page 27
    25 Since 2006 6 million units sold Rayman Raving Rabbids® (2006) Rayman Raving Rabbids® 2 (2007) Rayman Raving Rabbids® TV Party (2008) Rabbids Go HomeTM (2009) ANNUAL REPORT 2009

  • Page 28
    THE POWER OF OUR BRANDS Since 2003 14 million units sold Prince of Persia The Sands of Time® (2003) Prince of Persia Warrior Within® (2004) Battles of Prince of Persia® (2005) Prince of Persia The Two Thrones® (2005) Prince of Persia® (2008)

  • Page 29
    27 Since 2007 8 million units sold Assassin's Creed® (2007) Assassin's Creed Altaïr's ChroniclesTM (2008) Assassin's Creed® II (2009) ANNUAL REPORT 2009

  • Page 30
    THE POWER OF OUR BRANDS Since 2006 1 million units sold Red Steel® (2006) Red Steel® 2 (2009)

  • Page 31
    29 Since 2002 19 million units sold Tom Clancy's Splinter Cell® (2002) Tom Clancy's Splinter Cell Pandora Tomorrow® (2004) Tom Clancy's Splinter Cell Chaos Theory® (2005) Tom Clancy's Splinter Cell Double Agent® (2006) Tom Clancy's Splinter Cell ConvictionTM (2010) ANNUAL REPORT 2009

  • Page 32
    THE POWER OF OUR BRANDS Since 2005 6 million units sold Brothers in Arms Road to Hill® (2005) Brothers in Arms Earned in Blood® (2005) Brothers in Arms® D-Day (2006) Brothers in Arms® DS (2007) Brothers in Arms Hell's HighwayTM (2008)

  • Page 33
    ...® (2004) Tom Clancy's Rainbow Six® Athena Sword® (2004) Tom Clancy's Rainbow Six® Iron Wrath (2005) Tom Clancy's Rainbow Six Lockdown® (2005) Tom Clancy's Rainbow Six® Vegas (2006) Tom Clancy's Rainbow Six Critical Hour® (2006) Tom Clancy's Rainbow Six® Vegas 2 (2008) ANNUAL REPORT 2009

  • Page 34
    THE POWER OF OUR BRANDS Since 2004 6 million units sold Far Cry® (2004) Far Cry® 2 (2008)

  • Page 35
    33 Since 2009 1 million units sold Tom Clancy's H.A.W.XTM (2009) ANNUAL REPORT 2009

  • Page 36
    ... POWER OF OUR BRANDS Since 2002 17 million units sold Tom Clancy's Ghost Recon® (2002) Tom Clancy's Ghost Recon®: Island Thunder® (2002) Tom Clancy's Ghost Recon®: Jungle Storm® (2004) Tom Clancy's Ghost Recon® 2 (2004) Tom Clancy's Ghost Recon 2 Summit Strike® (2005) Tom Clacy's Ghost Recon...

  • Page 37
    35 Since 2007 14 million units sold Driver® '76 (2007) Driver® Parallel Lines (2007) ANNUAL REPORT 2009

  • Page 38
    THE POWER OF OUR BRANDS Since 2009 5 million units sold ANNO 1404TM (2009) ANNO 1404 Create a new world (2009)

  • Page 39
    37 Since 2001 7 million units sold The Settlers IV®: The Trojans and the Elixir of Power (2001) The Settlers: Heritage of KingsTM (2004) The Settlers® (2007) The Settlers® Rise of an Empire (2007) The Settlers® Rise of an Empire - The Eastern Realm (2008) ANNUAL REPORT 2009

  • Page 40
    THE POWER OF OUR BRANDS Since 2008 3 million units sold Shaun White Snowboarding (2008) Shaun White Snowboarding: Road Trip (2008) Shaun White Snowboarding World Stage (2009)

  • Page 41
    39 Since 2006 19 million units sold Adopt, raise, care for and breed your own adorable pets just like in real life. ANNUAL REPORT 2009

  • Page 42
    THE POWER OF OUR BRANDS 13 million units sold Who hasn't dreamed about becoming a Master Chef, a Fashion Designer or a Doctor? With the Imagine series, tween girls can test out their dream jobs and experience magical, immersive adventures.

  • Page 43
    41 3 million units sold What better way to learn than to play? Spend quality time with the My Coach range of video games and master new skills or improve your daily life. ANNUAL REPORT 2009

  • Page 44
    42 ANNUAL REPORT 2009

  • Page 45
    ...share a passion for what they do. Their talent, imagination and expertise have earned them a reputation as some of the industry's most renowned and well-respected specialists. In 28 different countries 5,750 employees work each day to create and commercialize tomorrow's hits. UBISOFT ANNUAL REPORT...

  • Page 46
    FROM TALENT TO GAMES

  • Page 47
    ...The integration of Hybride Technologies, creator of special effects for some of the biggest Hollywood productions, or Massive Entertainment, a hands-down reference for strategy games, has enabled the group to remain at the forefront of the entertainment sector this year. UBISOFT ANNUAL REPORT 2009

  • Page 48
    ...LARA Award: Publisher of the Year > MCV Industry Excellence Awards: Sales Team Award > IGN: Best of E3 2008 - Best Platform game PS3TM / Xbox 360TM (Prince of Persia® next-gen) > IGN: Best of E3 2008 - Best Sports Game Xbox 360TM (Shaun White Snowboarding) > IGN: Best Shooting Game WiiTM (Red Steel...

  • Page 49
    47 Financial report UBISOFT 2009 FINANCIAL REPORT

  • Page 50
    48 ANNUAL REPORT 2009 UBISOFT

  • Page 51
    contents manaGement report 01 49 1. Management report 1.1 1.2 1.3 1.4 The Group's Business Activities and Results for Fiscal Year 2008/2009 Comments on the Corporate Financial Statements of Ubisoft Entertainment SA for the year ended March 31, 2009 Information about the Company Corporate ...

  • Page 52
    ... of the 2008-09 financial year 1.1.1.3 • Key figures 1.1.2.1 • Quarterly and annual consolidated revenue 1.1.2.2 • Sales by business line 1.1.2.3 • Change in production volumes 1.1.2.4 • Sales by platform 1.1.2.5 • Sales by geographic destination 1.1.2.6 • Changes in the income...

  • Page 53
    ... Risks associated with product strategy, positioning and brand management 1.1.7.1.2 • Risks associated with market changes 1.1.7.1.3 • Risks of a delay or poor start to the release of a flagship game 1.1.7.1.4 • Employee-related risks 1.1.7.1.5 • Risks associated with the acquisition and...

  • Page 54
    ...on the Corporate Financial Statements of Ubisoft Entertainment SA for the year ended March 31, 2009 Information about the Company 1.3.1 • General information about the Company 1.3.2 • Additional information about the Company 1.3.2.1 • Incorporation charter and articles of association 87 89...

  • Page 55
    ... of Board Committees 1.4.4.1 • Positions held at March 31, 2009 1.4.4.2 • Offices expired in the last five fiscal years 1.4.5.1 • Share purchase and subscription option plans 1.4.5.2 • Bonus share grants 1.4.5.3 • Compensation and benefits owed to corporate officers leaving their...

  • Page 56
    ... the Red Storm Entertainment studio and its famous Tom Clancy games in 2000, Blue Byte Software with Settlers® and the video games division of The Learning Company with such titles at Myst® and Prince of Persia® in 2001. This strategy powered Ubisoft into the world's top 10 independent publishers...

  • Page 57
    ...November 2008 Acquisition of the assets and teams of Massive Entertainment, located in Malmö, Sweden. Two-for-one stock split in Ubisoft shares on November 14, 2008. January 2009 Acquisition of video games developer Southlogic, based in Porto Alegre, Brazil. Acquisition of the video games developer...

  • Page 58
    ... information below, relating to the financial years ended March 31, 2008 and March 31, 2009, is taken from the consolidated financial statements and presented in accordance with IFRS. IN THOUSANDS OF EUROS 03.31.09 Sales Operating profit (loss) Financial income (loss) Share in profit of associates...

  • Page 59
    manaGement report 01 57 Cash flow statement for comparison with other industry players IN THOUSANDS OF EUROS Cash ï¬,ows from operating activities Consolidated earnings +/- Share in profit of associates +/- Gain (loss) on the disposal of discontinued operations +/- Gaming software amortization +/- ...

  • Page 60
    ..., Tom Clancy's HAWXâ„¢ and Coach ranges. 1.1.2.2 Sales by business line Ubisoft Group's sales come from the video game industry's three main business lines, namely Development, Publishing, and Distribution. Development sales are those on titles developed, produced and marketed by Ubisoft's internal...

  • Page 61
    ... of the Petz®, Imagine™ and My Coach ranges. On this platform, the Group consolidated its position as leading independent publisher with 13% market share in 2008. • Sales of Wii™ products enjoyed the strongest growth due to the global success of this platform and of group games such as Rayman...

  • Page 62
    ...® TV Party and, more generally, casual games. 1.1.2.6 Changes in the income statement The increased contribution from casual games (31.9% of sales compared with 25.4% in 2007-08) and distribution activity (7.6% versus 2.8%) had a significant impact on the structure of Ubisoft's income statement...

  • Page 63
    ... million, resulting from the conversion of stock options and capital increases reserved for Group employees, • translation adjustments of â,¬1.7 million. (1) Transaction concluded with Calyon on September 30, 2003 (2) After two-for-one stock split on November 14, 2008 UBISOFT ANNUAL REPORT 2009

  • Page 64
    ... teams work on a number of projects. They represented over â,¬330.5 million in 2008-09; • Cash flows linked to the marketing of games, which are highly seasonal in nature (25% of sales are made in the first half of the year and 75% over the second), and the lag between production costs and cash...

  • Page 65
    ...Sustainable development 1.1.4.1 Human Resources Ubisoft key figures as of March 31, 2009 As of March 31, 2009 Number of employees Average headcount Number of countries Average age Average seniority 5,765 5,076 28 31.2 years old 3.6 years As of March 31, 2008 4,323 4,118 24 31.5 years old 3.8 years...

  • Page 66
    ... internal creative force in the industry. The Group continues to develop its existing studios but is also expanding through new openings and acquisitions. In 2008-09, for example, Ubisoft acquired Massive Entertainment in Malmö (Sweden), Action Pants in Vancouver (Canada) and two other studios...

  • Page 67
    ... consideration in the creation process, thus leading to games of the utmost quality. The company's daily life revolves around multiculturalism and open mindedness: • There are approximately 50 areas of expertise at Ubisoft, from 3D graphic artists to the head of product marketing, not to mention...

  • Page 68
    ... to be developed and structured. Their goal is to facilitate collaboration, organization and the sharing of key information related to teams, projects, business lines and sites, etc. The Group Portal is a gateway to business resources and a platform for the exchange of information and best practices...

  • Page 69
    ...promotions, the Group's presence in 28 countries offers teams opportunities to work abroad. There are currently 147 expatriates on assignment around the world. The countries that have welcomed the most expatriate employees are China and Canada. All international job offers are available in real-time...

  • Page 70
    ... leisure activities, its annual budget is â,¬535 thousand. A media lending library provides staff with video games and consoles. A sports hall reserved for employees offers fitness activities and group lessons. 1.1.4.1.3.2 Skill development Ubisoft has integrated France's DIF (Personal Training...

  • Page 71
    ...summer of 2009. 1.1.4.2 Social projects In addition to several internal events that mark the year and the day-to-day work of the teams, Ubisoft offers its employees priority access to a range of leisure activities, sporting events and cultural outings. For the Group, these various employee benefits...

  • Page 72
    ... in employees' behaviour and disseminating these new practices through the use of innovative communication tools. • Using the products that it markets to foster general public awareness of environmental issues. Subsidiaries also answer an annual internal survey to take stock of environmental...

  • Page 73
    ... cardboard or plastic) released onto the French market. This involvement saw the Group obtain the "Grüne Punkt" label on its cardboard packaging. The same principle applies in Spain and Italy. 1.1.4.3.1.4 Life-cycle management and recycling of computer equipment Ubisoft takes an active part in the...

  • Page 74
    ...unnecessary paper media, which are expensive and damaging to the environment: reduction in the number of printed copies of the annual report, which can now be downloaded from the www.ubisoftgroup.com website, electronic management of documents (introduction of a shared space internally, data servers...

  • Page 75
    ..., the Montreal studio was in the process of removing all individual waste baskets in favour of shared recycling bins, in order to sort waste and minimise the burying of non-recyclable waste as well as the business's environmental impact. 1.1.4.3.1.7 Processing and recycling unmarketable products...

  • Page 76
    ... year was also the occasion for Montreal's Green Committee to organise a number of presentations for Earth Day. These have been published on video streaming sites. 1.1.4.3.2.3 Raising awareness of environmental issues among the general public The Group also helps to make the general public aware...

  • Page 77
    ... Ubisoft Productions France SAS Ubisoft Production Montpellier SARL Ubisoft Simulations SAS Ubisoft Studios Montpellier SARL Ubisoft Support Studios SARL Ubisoft World Studios SAS Blue Byte GmbH Related Designs Software GmbH Ubisoft Entertainment Ltda Ubisoft Entertainment Ltda Ubisoft Eood Ubisoft...

  • Page 78
    ... Ltd Red Storm Entertainment Ltd (1) Ubisoft Sweden AB Ubi Games SA Support Ubisoft Books and Records SAS Ubisoft Counsel & Acquisitions SARL Ubisoft Manufacturing & Administration SAS Ubisoft Marketing France SARL Ubisoft Marketing International SARL Ubisoft Market Research SARL Ubisoft Operational...

  • Page 79
    ... 2008: creation of Ubisoft Entertainment Sweden AB and acquisition of Massive Entertainment AB's assets. • January 2009: acquisition of the Brazilian Southlogic studio. • February 2009: acquisition of the video game developer Action Pants Inc in Vancouver, Canada. 1.1.5.3 Business activities...

  • Page 80
    ... 1.1.7.1.1 Business-related risks Risks associated with product strategy, positioning and brand management Ubisoft, like all publishers, is dependent on the success of its product catalogue and the suitability of its offering with regard to consumer demand. In order to meet market demand, Ubisoft...

  • Page 81
    ... own brands and producing internally, underpinned by a targeted acquisition strategy as well as the use of licences for successful Hollywood films or television series. The Company allocates the necessary marketing and sales resources to showcase its products through a distribution network covering...

  • Page 82
    ... that it adequately meets Ubisoft's quality criteria, or the quality control and assurance managed by dedicated teams throughout the development cycle. 1.1.7.1.4 Employee-related risks The Group's success largely depends on the talent and skills of its production and marketing teams in a highly...

  • Page 83
    ... to games developed internally, which account for 81% of sales, the Company may call on outside studios in the context of its development activities in order to work on either traditional subcontracting projects by supplying additional and/or specialised production capacity or to take on original...

  • Page 84
    .... 1.1.7.2.4 Licensing agreement risks Every year, Ubisoft signs a series of partnership agreements with, in particular, prestigious partners such as film studios, television channels and celebrities, enabling it to develop its game catalogue and increase sales. The biggest licensor accounts for...

  • Page 85
    ...Operating cash flows are generally sufficient to finance operating activity and organic growth. However, the Group may need to increase its debt by using credit lines to finance M&A activity. Moreover, in order to finance temporary needs related to increases in working capital during especially busy...

  • Page 86
    ... The Group holds equity investments in listed companies. For these shares, a significant and/or prolonged drop in the share price may have an adverse effect on the Group's income. As of March 31, 2009, equity investments included Gameloft shares, the market value of which is reflected in the balance...

  • Page 87
    ...pay â,¬8.3 million following the acquisition of the Tom Clancy brand, and â,¬1 million following the acquisition of Hybride Technologies Inc. Various products are marketed under licensing agreements signed by Ubisoft Entertainment SA. The commitments undertaken by the Company provide for the payment...

  • Page 88
    ... targets for 2009-10, namely: • First-quarter sales of around â,¬95 million. • Full-year sales of approximately â,¬1,100 million and current operating income before stock-based compensation representing at least 11% of sales. 1.1.9.2 Market outlook The video games market has recorded growth of...

  • Page 89
    ...report 01 87 1.2 Comments on the Corporate Financial Statements of Ubisoft Entertainment SA for the year ended March 31, 2009 Comparability of financial statements Balance sheet Licensee commitments are now booked for the contractual amount committed, including the unpaid part. As of March 31, 2008...

  • Page 90
    ... five years FINANCIAL YEAR Capital stock (â,¬) Number of ordinary shares Number of preference shares Maximum number of shares to create Through conversion of bonds Through exercise of stock options Through exercise of subscription warrants Sales (Kâ,¬) Earnings before tax, employee profit sharing...

  • Page 91
    ... Company 1.3.1 General information about the Company Corporate name: Ubisoft Entertainment Registered office: 107, avenue Henri Fréville - B.P. 10704 - Rennes (35207) Cedex 2, France Legal form French Corporation (Société Anonyme) with a Board of Directors, governed by the French Commercial Code...

  • Page 92
    ... reserves that are non-distributable under the law or the Articles of Association. In accordance with Article L.232-18 of the French Commercial Code, the Annual General Meeting may grant each shareholder the option between payment in cash or in shares for all or part of the interim or final dividend...

  • Page 93
    ...Option exercises Group/Company savings plans/Capital increase reserved for employees Sub-total (before two-for-one stock split) (1) Sub-total (after two-for-one stock split) (1) Option exercises As of March 31, 2009 (1) Two-for-one stock split taking effect November 14, 2008. UBISOFT ANNUAL REPORT...

  • Page 94
    ...of the French Commercial Code) NUMBER OF SHARES HELD IN THE COMPANY'S NAME AS OF MARCH 31, 2008 Number of shares acquired over the year Average price on acquisition Number of shares sold over the year Average price on sale Number of shares cancelled over the year Execution fees NUMBER OF SHARES HELD...

  • Page 95
    ... liquidity and market-making for the Ubisoft Entertainment SA stock via an investment service provider acting independently in accordance with the code of ethics recognised by the AMF; • To hand over shares upon the exercise of rights attached to securities giving entitlement by any means, whether...

  • Page 96
    94 TOTAL FLOWS (*) Purchases Sales/ transfers POSITIONS OPEN AS OF MARCH 31, 2009 Open buy positions Call options bought Future purchases Open sell positions Call options sold Future sales Number of shares (a) Average maximum term (b) Average transaction price Strike price (average) Amounts 775,...

  • Page 97
    ... 38 months (September 3, 2010) 3.5% of number of shares on the date of the grant by the Board of Directors (2) June 27, 2008 September 15, 2008 Capital increase reserved for employees of Company subsidiaries with registered offices outside France September 22, 2008 11th resolution July 4, 2007...

  • Page 98
    ... 1.3.2.2.6 Share subscription options (plans open as of March 31, 2009) Number of options Exercisable granted to as from corporate officers 01.19.05 10.14.05 (France/ Italy) 11.17.05 (USA) 07.01.05 02.23.07 04.26.08 06.22.08 06.13.09 06.27.09 09.15.09 Number of options (1) (2) Date of expiry Terms...

  • Page 99
    manaGement report 01 97 Stock options granted and exercised as of March 31, 2009 SUBSCRIPTION OPTIONS GRANTED BY THE COMPANY AND EXERCISED DURING THE FISCAL YEAR ENDED MARCH 31, 2009 CORPORATE OFFICERS (a) Corporate officer Yves Guillemot Claude Guillemot Michel Guillemot Christian Guillemot Gé...

  • Page 100
    ...Bonus share grants (plans open As of March 31, 2009) Total number of shares not received (1) Date of meeting Date of Board Meeting Total number of shares (2) of which to corporate officers 0 Number of which top 10 of shares employee cancelled (2) (3) beneficiaries 82,000 9,500 Total number of...

  • Page 101
    ... meeting of September 25, giving the Board entire discretion to perform a capital increase reserved for subscribers to a savings plan of the Group, an associated company and/or companies within the meaning of Article L 225-180 of the French Commercial Code, within the limit of 0.2% of the total...

  • Page 102
    ...two-for-one stock split on November 14, 2008 (Board Meeting of November 12, 2008) 1.3.2.2.16 Market in Company shares Ubisoft share identification sheet ISIN code Listing market Par value Number of shares in circulation as of March 31, 2009 Closing price on March 31, 2009 Market capitalisation as...

  • Page 103
    manaGement report 01 101 Number of shares issued 372,367 1,144,634 675,218 2,889,900 26,578 181,357 404,024 215,357 306,385 137,050 33,928 452,436 Capital increase: cash contribution â,¬9,650,189....: Euronext (1) Two-for-one stock split taking effect November 14, 2008. UBISOFT ANNUAL REPORT 2009

  • Page 104
    ...,346 100% 119,057,793 (a) Two-for-one stock split taking effect November 14, 2008. (b) The concert - consisting of Guillemot Brothers SA, Guillemot Suisse SA, Guillemot Corporation SA and the Guillemot family - held 10,438,670 double voting rights as of March 31, 2009. ANNUAL REPORT 2009 UBISOFT

  • Page 105
    ... the basis of statements made to the company and/or AMF and summarised hereafter. (3) Acting on behalf of the mutual fund it manages. (4) FMR LLC is a holding company of an independent group of portfolio management companies, commonly referred to as Fidelity Investments. UBISOFT ANNUAL REPORT 2009

  • Page 106
    ... NATURE AND DESCRIPTION OF INFORMATION Electronic Arts Inc DATE OF LETTER TO THE COMPANY AMF REFERENCE 09.30.08 Notice of falling, by way of adjustment, below the threshold of 15% of the capital following an increase in the number of ubisoft entertainment sa shares, declaring ownership of 14...

  • Page 107
    ... 5% of capital, holding 5.02% of the capital and 3.95% of the voting rights in said fund. 1.3.2.3.3 Change of control To the best of the Company's knowledge: • there are no agreements between shareholders that could lead to restrictions on the transfer of shares or the exercise of voting rights...

  • Page 108
    ... Directors and Group Management Membership of the Board of Directors DATE OF BIRTH 07.21.1960 DATE OF TAKING OFFICE 02.28.1988 EXPIRY AT AGM APPROVING FINANCIAL STATEMENTS FOR FY ENDED 03.31.2013 NUMBER OF SHARES AT 03.31.09 836,608 NAME POSITION IN THE COMPANY (1) Yves Guillemot Director Chairman...

  • Page 109
    ... the limits of the corporate objects and the powers expressly granted by law to the Shareholders' General Meeting. Pursuant to Article L.225-51 of the French Commercial Code, the Board of Directors at its meeting of October 22, 2001 decided on the manner in which the Company's senior management...

  • Page 110
    ... to help it examine specific issues. STRATEGY AND DEVELOPMENT COMMITTEE Yves Guillemot, Chairman Claude Guillemot, Secretary Gérard Guillemot Michel Guillemot Christian Guillemot COMPENSATION COMMITTEE Yves Guillemot Christian Guillemot, Secretary Marc Fiorentino ANNUAL REPORT 2009 UBISOFT

  • Page 111
    ...their members are present. The Strategy and Development Committee meets at least twice annually and the Compensation Committee at least once a year. The agenda of the meetings is set by their Chairman. The Committees report on their work to the subsequent Board Meeting in the form of oral statements...

  • Page 112
    ...31, 2009 DATE FIRST APPOINTED 02.28.1988 DATE TERM OF OFFICE EXPIRES 03.31.2013 MAIN POSITION HELD AT UBISOFT ENTERTAINMENT Chairman and Chief Executive Officer Director MAIN POSITION HELD OUTSIDE COMPANY Executive Vice President and Director Guillemot Brothers SA SURNAME FIRST NAME Guillemot Yves...

  • Page 113
    ... Guillemot Corporation (HK) Ltd (Hong Kong), Guillemot Srl (Italy), Guillemot Romania Srl (Romania) and Ubisoft Sweden AB (Sweden). Substitute director of Ubisoft Norway A/S (Norway) and Ubisoft Entertainment Sweden A/B (Sweden). Chairman of Gameloft Software (Beijing) Company Ltd (China), Gameloft...

  • Page 114
    ... years SURNAME FIRST NAME Guillemot Yves DATE FIRST APPOINTED 02.28.1988 DATE TERM OF OFFICE EXPIRES 03.31.2013 MAIN POSITION HELD AT UBISOFT ENTERTAINMENT Chairman and Chief Executive Officer Director MAIN POSITION HELD OUTSIDE COMPANY Executive Vice President Guillemot Brothers SA Guillemot...

  • Page 115
    ... Ubisoft Music Inc. (Canada), Ubisoft Music Publishing Inc. (Canada), Shanghai Ubi Computer Software Company Ltd (China), Ubisoft Inc. (United States), Ubisoft Holdings Inc. (United States), Gameloft.com Limited (United Kingdom), Ubisoft Entertainment Ltd (United Kingdom), Jeuxvidéo.com SA (France...

  • Page 116
    ....16 (Gameloft SA) and by the company controlling the one in which they held their positions (Guillemot Brothers SA and Guillemot Corporation SA) was â,¬2,671 thousand, â,¬812 thousand of which was paid by Ubisoft Entertainment SA. During the 2008-09 financial year, members of the Board of Directors...

  • Page 117
    ... grant date, i.e. â,¬5.71 per option for options granted for the year ended March 31, 2008, and â,¬8 per option for options granted for the year ended March 31, 2009. (2) No performance shares were granted to the corporate officers and directors TABLE 2 Yves Guillemot Chairman & Chief Executive Of...

  • Page 118
    ...' fees is paid in January (for the period January to June) and the other half in July (for the period July to December). (4) The variable portion is paid in July and is contingent on Board members attending meetings held between 1 July and 30 June of the previous year. ANNUAL REPORT 2009 UBISOFT

  • Page 119
    ...year. Pursuant to Article L 225-43 of the French Commercial Code, no loan or advance has been granted to corporate officers of the Company. 1.4.5.1 Share purchase and subscription option plans At its meeting of June 27, 2008, the Board of Directors exercised the authorisation from the Shareholders...

  • Page 120
    118 TABLE 4 SHARE PURCHASE AND SUBSCRIPTION OPTIONS AWARDED TO EACH CORPORATE OFFICER BY THE ISSUER OR ANY GROUP COMPANY DURING THE YEAR (ARTICLE L. 233-16 OF THE FRENCH COMMERCIAL CODE) Company granting the options Plan number and date Type of option Valuation of options with the method used for ...

  • Page 121
    manaGement report 01 119 TABLE 5 Name of director SHARE PURCHASE OR SUBSCRIPTION OPTIONS EXERCISED DURING THE YEAR BY EACH CORPORATE OFFICER Plan number and date Number of options exercised during the year N/A Strike price Past share purchase and subscription option grants, and the status of ...

  • Page 122
    ...-one stock split on November 14, 2008 Disposal Acquisition Acquisition Disposal Disposal Guillemot Brothers SA Related legal entity managed by Christian Guillemot, Executive Vice President of Ubisoft Entertainment SA Disposal Disposal Disposal Disposal Guillemot Corporation SA Related legal entity...

  • Page 123
    manaGement report 01 121 UBISOFT ANNUAL REPORT 2009

  • Page 124
    ... • Balance sheet 2.1.2 • Income statement 2.1.3 • Consolidated statement of changes in equity 2.1.4 • Cash flow statement 2.1.5 • Notes to the consolidated financial statements 2.1.5.1 • Company presenting the consolidated financial statements 2.1.5.2 • Highlights of the fiscal year...

  • Page 125
    ... 184 184 2.2 2.3 Report for the consolidated account statements for the fiscal year ending Marh 31, 2009 Corporate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2009 2.3.1 • Ubisoft Entertainment SA balance sheet 2.3.2 • Ubisoft Entertainment SA income statement...

  • Page 126
    ...• Items relating to associates Note 12. • Provisions in the balance sheet Note 13. • Equity Note 14. • Borrowings Note 15. • Other liabilities Note 16. • Accrued expenses and deferred income Note 17. • Production for the period Note 18. • Other operating income and reinvoiced...

  • Page 127
    fInancIal statements 02 125 UBISOFT ANNUAL REPORT 2009

  • Page 128
    ... (1) 03.31.09 Capital Premiums Consolidated reserves Consolidated earnings Equity (Group share) Minority interests Total equity Provisions Employee benefits Long-term borrowings Deferred tax liabilities Non-current liabilities Short-term borrowings Trade payables Other liabilities Current tax...

  • Page 129
    ...Result from foreign exchange operations Other financial income Other financial expenses Financial income Share in profit of associates Income tax Gain (loss) on the disposal of discontinued operations Profit (loss) for the period Minority interests Group result Earnings per share Basic earnings per...

  • Page 130
    ...value of cash flow hedges Income recognised directly in equity Consolidated income of the period (Group share) Total income and expenses recognised for the period Allocation of consolidated earnings in N-1 Change in the share capital of the parent company Options on ordinary shares issued Balance as...

  • Page 131
    ... 129 Hedging reserve - Fair value reserve - Treasury stock 742 Translation adjustments -36,608 Income for the period 40,558 Total equity Group share 521,819 17 6 Minority interests - Total equity Shareholders equity 521,819... -40,965 68,848 751,756 - 751,756 UBISOFT ANNUAL REPORT 2009

  • Page 132
    ... share-based payments +/- Gains/losses on disposals +/- Other income and expenses calculated + Interest paid + Income tax paid Inventory Trade receivables Other assets Trade payables Other liabilities +/- Change in WCR linked to operating activities TOTAL CASH FLOW GENERATED BY OPERATING ACTIVITIES...

  • Page 133
    ...2008: Creation of Ubisoft Entertainment India Private Ltd, the first development studio in India, and acquisition of Gameloft India's assets Created in April 2008 and wholly owned by Ubisoft Entertainment SA, Ubisoft Entertainment India Private Ltd signed an agreement with Gameloft on April 15, 2008...

  • Page 134
    ..., Ubisoft Entertainment Sweden AB is wholly owned by Ubisoft Entertainment SA. On November 7, 2008 Ubisoft entered into an agreement with Activision Blizzard to acquire the assets and teams of Massive Entertainment®, a studio located in Malmo, Sweden, as well as the real-time strategy (RTS) brand...

  • Page 135
    fInancIal statements 02 133 • February 2009: Acquisition of the video game developer Action Pants Inc. in Vancouver, Canada This new studio employs Ubisoft's first in-house creation team on the North American west coast. The studio is wholly owned by Ubisoft Entertainment SA. Goodwill amounts to ...

  • Page 136
    ... of retrospectively applying IFRS when drawing up its opening balance sheet for 2004 and preparing its first IFRS accounts. STANDARD OPTION CHOSEN IFRS 2 Share-based payments The Group has chosen to apply IFRS 2 only to equity instruments issued after November 7, 2002 for which rights had not...

  • Page 137
    ... to the acquisition, construction or production of a qualifying asset to non-current assets, as part of asset costs. Application of revised IAS 23 will be mandatory in the Group's consolidated financial reports as of March 31, 2010 and will constitute a change in the Group's accounting method. In...

  • Page 138
    ..., i.e. FY 2010 for the group. Consequently, there will be no impact on previous periods shown in the Group's consolidated financial statements for 2010. IFRIC 16 IFRIC 17 Distribution of non-cash assets to owners (applicable to periods starting from January 1, 2010) ANNUAL REPORT 2009 UBISOFT

  • Page 139
    ... of financial statements Balance sheet and Income statement At March 31, 2008, Gameloft shares previously accounted for by the equity method were transferred to "Assets held-for-sale" as Ubisoft had decided to dispose of them via an equity swap with Calyon. At year-end, shares not disposed...

  • Page 140
    ... over which Ubisoft Entertainment SA exercises significant influence on the financial and operational policies but no control. The consolidated financial statements include the Group share in the total amount of profits and losses recognised by the associates, using the equity accounting method...

  • Page 141
    ...subsidiary, the relevant translation reserves booked in equity are recognised in profit and loss. The Group does not operate in countries suffering from hyperinflation. Goodwill Business combinations are accounted for using the purchase method. Upon initial consolidation, the assets, liabilities and...

  • Page 142
    ...the costs of other intangible assets. No Group company carries out any fundamental research. Development costs relate to the development of commercial software (video games) and are capitalised as described below. Development costs of commercial software, whether produced in-house or outsourced, are...

  • Page 143
    ...and equipment. Non-current assets with an indefinite useful life For this test, goodwill and brands are grouped together as Cash Generating Units" (CGU): • For brands, the CGU corresponds to games released under the brand name • For goodwill on business assets acquisitions, each CGU corresponds...

  • Page 144
    ... market value, investment in securities and cash. Financial liabilities include bank borrowings, obligations relating to finance lease contracts, other financing (current account advances), bank overdrafts, derivatives with a negative market value and trade payables. ANNUAL REPORT 2009 UBISOFT

  • Page 145
    ... their fair value, and changes in the fair value are directly recognised in equity. Except in the event of a significant or lasting drop in fair value, the impairment noted is booked under financial profit and loss. The fair value is the closing price of Gameloft stocks. UBISOFT ANNUAL REPORT 2009

  • Page 146
    ... are held exclusively to manage its exposure to foreign-exchange risks. Ubisoft Entertainment hedges these risks with forward sale contracts and currency options. Derivatives are initially recorded at fair value; associated transaction costs are booked in profit and loss when incurred. After initial...

  • Page 147
    ... are recorded in profit and loss. Personal training right (DIF) Full-time French employees are entitled to between 20 and 21 hours of training each year, depending on the bargaining agreements applicable within each company. The rights acquired each year may be accrued for up to six years. Total of...

  • Page 148
    ...and expenses linked to the discounting of assets and liabilities, and foreign exchange gains and losses on unhedged items. The impact on profit and loss of measuring financial instruments used in the management of foreign exchange risks is recognised in operating income. ANNUAL REPORT 2009 UBISOFT

  • Page 149
    ... shares and the exercise of rights. Segment reporting In light of the Group's organisational structure and the commercial relationships between the various subsidiaries, we proceed on the basis that the Group operates in a single market with several geographic regions. UBISOFT ANNUAL REPORT 2009

  • Page 150
    ... SARL UBISOFT NORDIC AS UBISOFT LIMITED UBISOFT BV UBI STUDIOS SL UBISOFT STUDIOS SrL UBISOFT France SAS UBISOFT PRODUCTIONS France SAS UBISOFT SWEDEN AB UBISOFT MUSIC INC UBISOFT WORLD STUDIOS SAS LUDI FACTORY SAS UBISOFT EMEA SARL UBISOFT HOLDINGS INC RED STORM ENTERTAINMENT INC UBISOFT CANADA INC...

  • Page 151
    ... BLUE BYTE GmbH UBISOFT DEVELOPMENT SARL UBISOFT EDITORIAL SARL UBISOFT SUPPORT STUDIOS SARL UBISOFT PRODUCTION MONTPELLIER SARL UBISOFT PRODUCTION ANNECY SARL UBISOFT PARIS STUDIO SARL UBISOFT CASTELNAU SARL UBISOFT OPERATIONAL MARKETING SARL UBISOFT ENTERTAINMENT LTD UBISOFT EOOD UBISOFT MARKETING...

  • Page 152
    ... of March 31, 2009: COMPANY Ubisoft Inc Ubisoft Ltd Ubisoft GmbH Red Storm Entertainment Inc Ubisoft Spa Ubisoft Canada Inc Tiwak SAS Ubisoft Divertissements Inc Blue Byte GmbH Ubisoft France SAS Ubisoft BV Ubisoft Warenhandels GmbH Ubi Games SA Ubisoft Entertainment Ltd Ubisoft Nagoya KK Sunflowers...

  • Page 153
    ... 3,968 78,446 231 398,377 Opening NON-CURRENT ASSETS Released in-house software Released outside developments In-house software and external development in progress Office software Leased office software Other intangible assets in progress Brands Other Total 03.31.09 Total 03.31.08 341,922 251,958...

  • Page 154
    ... Released in-house software Released outside developments Office software Leased office software Other Total 03.31.09 Total 03.31.08 Opening ...139 615 -584 No intangible assets were used to secure any borrowings. As of March 31, 2009, no provisions had been booked as a result of impairment ...

  • Page 155
    ... in associates 03.31.08 230 98 328 33,998 Increase 15 15 1,086 Decrease 217 Reclassifications -34,539 Closing Gross 230 113 343 328 This is Related Designs Software GmbH in which Ubisoft Entertainment SA indirectly holds a 30% stake following the takeover of Sunflowers GmbH. UBISOFT ANNUAL REPORT...

  • Page 156
    ... the scope of provisions for available for sale assets is due to the initial consolidation of Ubisoft Entertainment Ltda. Note 6. Inventory and work in progress INVENTORY Goods Total 03.31.09 Total 03.31.08 Opening gross 43,084 43,084 28,699 Change in inventory (income) 23,342 23,342 17,569 Changes...

  • Page 157
    ... break down as follows: Gross Advances and prepayments received Current account advances VAT Grants receivable (1) Other tax and employee-related receivables Other Prepaid expenses Total Net 32,944 46,552 1,002 443 8,073 89,652 03.31.09 Impairment loss Net 638 32,944 46,552 1,002 443 8,073 89...

  • Page 158
    ... Gameloft shares was â,¬1.64, representing a balance sheet value of â,¬15,053 thousand. The difference in price over the period (â,¬1.64 versus â,¬2.73 at 31 March 2008) resulted in a loss in value of â,¬10,004 thousand, of which â,¬8.6 million was booked in profit and loss. Note 10. Cash and cash...

  • Page 159
    ...of issue on registered shares granted free of charge to a shareholder on the basis of old shares that enjoyed this right. Number of Ubisoft Entertainment SA shares: 04.01.08 Option exercises Group/Company savings plans/Capital increase reserved for employees Sub-total (before two-for-one stock split...

  • Page 160
    ... year The portion reclassified under profit and loss is booked under current operating income. Fair value reserve The fair value reserve includes the cumulative net change in the fair value of financial assets until these have been divested or impaired. Own Shares As at March 31, 2009, the Company...

  • Page 161
    ...Equity 03.31.08 Employee benefits expense 20,090 16,855 12,923 1,953 1,979 36,945 Stock options Bonus share grants Employee savings plan Equity 03.31.09 The impact of these share-based payments on reserves can be seen on 2.1.3 Consolidated Statement changes in Equity. UBISOFT ANNUAL REPORT 2009

  • Page 162
    ... adopted by the Board of Directors on November 2, 2005, to comply with the maximum period allowed by US law. Options exercised during the period had an average strike price of â,¬6.10 after the two-for-one stock split. Plans 8, 9 and 10 matured before April 1, 2008. ANNUAL REPORT 2009 UBISOFT

  • Page 163
    ... statements 02 161 14th plan Total number of shares granted (1) Start of exercise period End of exercise period Strike price of options at grant date Strike price of options (1) Maturity (years) Volatility Risk-free interest rate Estimated dividend rate Annual turnover rate Fair value of options...

  • Page 164
    ... stock split on November 14, 2008. Group employee savings plans: Ubisoft also offers group employee savings plans, which allow French workers to acquire Ubisoft shares as part of reserved capital increases. Workers acquire these shares with a maximum discount of 15% versus the average opening price...

  • Page 165
    ...its long-term financing needs and variable-rate loans to finance specific needs related to increases in working capital during particularly busy periods. At March 31, 2009, the Group's net debt included a variable-rate loan and bank overdrafts which, given the Group's positive net cash position, are...

  • Page 166
    ...on which interest is paid. As the other lines had not been drawn down at March 31, 2009, this risk is not significant. As at March 31, 2009, the Group had financial debt of â,¬83 million and net cash (including liquid assets and short-term investment securities) of â,¬154 million. 03.31.09 Financial...

  • Page 167
    ... by the parent company's treasury department in France. No hedging is taken out at subsidiaries in France or abroad. The fair value of foreign-exchange derivatives is confirmed by the banking counterparty. It is estimated on the basis of market conditions, using the market price the Group would have...

  • Page 168
    ... the terms of a market-making agreement that complies with all applicable regulations, and are designed to ensure the liquidity of purchases and sales of shares. As of March 31, 2009, the Company held 80,914 of its own shares with a value of â,¬1 million. Treasury stock is deducted from equity at...

  • Page 169
    ... other securities At March 31, 2009, financial assets included â,¬15 million of shares in the listed company Gameloft. These are classified as assetheld-for sale as per IAS 39. The fall in the fair value of this asset since March 31, 2008 has been booked against consolidated reserves (â,¬1.3 million...

  • Page 170
    ... and â,¬5.0 million in prepaid revenue. Other liabilities fall due in under a year, except for a sum of â,¬1 million relating to the acquisition of Hybride Technologies Inc. 2.1.5.8 Notes to the income statement Note 19. Sales The Group generated sales of â,¬1,058 million in 2008/09. At current...

  • Page 171
    ... grants. France : • â,¬1,795 thousand in research tax credits; • â,¬2,056 thousand in video game tax credits; Amounts corresponding to research tax credits are now booked in operating income. These tax credits were in virtue of tax paid in previous years. The company has opted for video game tax...

  • Page 172
    ... operating income and expenses break down as follows: 03.31.09 Other operating expenses Other operating income Total -777 2,347 1,570 03.31.08 -22 6,964 6,942 Other operating income mostly includes compensation of $3 million, â,¬2.2 million, due on a claim for a damage. ANNUAL REPORT 2009 UBISOFT

  • Page 173
    ... losses at the tax group's member companies will only be temporary, since the companies in question may use them at any time for their own purposes; • In the United States, the group includes three companies: Ubisoft Holdings Inc., Red Storm Entertainment Inc. and Ubisoft Inc. As of March 31, 2009...

  • Page 174
    ... refund Total income tax Real tax rate Deferred tax • Breakdown by nature of tax on the balance sheet and income statement: 03.31.08 Change in income Change in equity Carried over from business combinations 03.31.09 Intangible assets Elimination of other internal profits Non-current assets Non...

  • Page 175
    ... SARL Ubisoft World Studios SAS Ubisoft Design SARL Ubisoft Simulations SARL Ubisoft graphics SARL Ubisoft Productions France SARL Ubisoft Production Montpellier SARL Ubisoft Production Annecy SARL Ubisoft Paris Studio Ubisoft Castelnau Ubisoft Studios Montpellier Red Storm Entertainment Inc Ubisoft...

  • Page 176
    ... Article 236 of the French General Tax Code, Ubisoft Entertainment SA opted to immediately expense software design costs where design started during the period. The amounts involved were â,¬74 million for in-house software and â,¬13 million for external software over the year. In accordance with IAS...

  • Page 177
    ... costs: this covers all marketing costs with the exception of editorial spending, which is attached to R&D costs. Administrative and IT costs: this includes all staff costs and spending (general management, human resources, communications) by administrative and IT teams. UBISOFT ANNUAL REPORT 2009

  • Page 178
    ... their purchase price. (2) The parent company and Ubisoft EMEA SAS invoice subsidiaries for a contribution in the form of royalties that serve to support development costs (amortization of games, internal and external development, royalties, etc.) and headquarters costs. ANNUAL REPORT 2009 UBISOFT

  • Page 179
    ...Investments in associates Financial assets Inter-company items Deferred tax assets Non-current assets Inventory Trade receivables Other receivables Inter-company items Other current financial assets Current tax assets Cash and cash equivalents Current assets Total assets Ubisoft Entertainment 25,969...

  • Page 180
    ... meaning of IAS 24.16 (Gameloft SA) and by companies controlling those in which they held their positions (Guillemot Brothers SA and Guillemot Corporation SA) was â,¬2,671 thousand, of which â,¬812 thousand was paid by Ubisoft Entertainment SA. During the 2008/09 financial year, members of the Board...

  • Page 181
    ...the grant date, i.e. â,¬5.71 per option for options granted for the year ended March 31, 2008, and â,¬8 per option for options granted for the year ended March 31, 2009. (2) No performance shares were granted to the directors holding corporate office. TABLE 2 Yves Guillemot Chief Executive Officer...

  • Page 182
    ... year. Pursuant to Article L225-43 of the French Commercial Code, no loans or advances were made to the Company's directors. Share purchase and subscription option plans At its meeting of June 27, 2008, the Board of Directors exercised the authorisation from the General Shareholders' Meeting...

  • Page 183
    ...Past share purchase and subscription option grants, and the status of share purchase and subscription options granted to the 10 leading employees not classed as corporate officers, and the options exercised by these individuals over the year, appear in Section 1.3.2.2.6. UBISOFT ANNUAL REPORT 2009

  • Page 184
    ...the year: â,¬1,440 thousand. Acquisition of Gameloft India assets: On April 15, 2008, Ubisoft Entertainment India Private Ltd signed an agreement with Gameloft to acquire its development studio based in Pune, India, for â,¬1.2 million. There are no other significant transactions with related parties...

  • Page 185
    ... Off-balance sheet commitments 1/ Guarantees and sureties: 03.31.09 Guarantees and sureties given Obligor (1) Ubisoft Divertissement Inc. Red Storm Entertainment Inc. Ubisoft Inc Ubisoft Ltd Ubisoft Ltd Ubisoft Ltd Ubisoft Ltd Ubisoft SA Ubisoft Productions France Ubisoft Inc Ubisoft Inc Ubisoft...

  • Page 186
    ... in 2008/09 was 5,076. The Group has no employee profit-sharing programmes. 2.1.5.9.6 N/A 2.1.5.9.7 Professional fees of the statutory auditors and members of their networks Events after the balance sheet date (Document prepared in accordance with Article L. 222-8 of the internal regulations...

  • Page 187
    ...work • Issuer •฀Fully consolidated subsidiaries Subtotal Other services rendered by the networks of the fully consolidated subsidiairies - Legal, tax, social - Other (> 10% of audit fees) Subtotal Total 588 567 100% 100% 588 567 100% 100% 238 350 227 340 40% 60% 40% 60% UBISOFT ANNUAL REPORT...

  • Page 188
    ... applicable in France. Dear Shareholders, Pursuant to the assignment entrusted to us by your Board of Directors, we hereby present our report for the fiscal year ended March 31, 2009 with regard to the following: • the consolidated financial statements of Ubisoft Entertainment S.A, as attached...

  • Page 189
    ...statements 02 187 Accounting estimates • Non-current-assets impairment tests: The company proceeds systematically, at the end of each fiscal year, to an impairment tests on goodwill and on undefinite useful life assets and also evaluates if there is an indication of loss in value of the long-term...

  • Page 190
    ... 2.3 Corporate financial statements of Ubisoft Entertainment SA for the year ended March 31, 2009 2.3.1 Ubisoft Entertainment SA balance sheet Notes Gross Dep./amort. Net Net ASSETS (IN THOUSANDS OF EUROS) 03.31.09 Intangible assets Property, plant and equipment Non-current financial assets Non...

  • Page 191
    ... expenses Taxes and duties Employee benefits expense Other expenses Depreciation, amortisation and provisions Total operating expenses Operating profit (loss) Share of profits of associates Income from other securities and receivables on non-current assets Other interest received (1) Reversal...

  • Page 192
    ... (Gains) losses on disposal of non-current assets Net cash generated by operating activities Trade receivables Advances Other assets Trade payables Other liabilities Total changes in working capital Cash ï¬,ows from investing activities Acquisitions of intangible assets Acquisitions of property...

  • Page 193
    ...2008 to purchase the assets of its development studio based in Pune, India. • November 2008: Creation of Ubisoft Entertainment Sweden AB Created in November 2008, Ubisoft Entertainment Sweden AB is wholly owned by Ubisoft Entertainment SA. • February 2009: acquisition of the video game developer...

  • Page 194
    ... statements in Regulation CRC n°99-03, as ratified by the Decree of June 22, 1999. 2.3.5.4 Accounting rules and methods Intangible assets Intangible assets include: • Logos, • Acquired brands, • Office software, • Information system costs, • Commercial software, • External developments...

  • Page 195
    ... sales prove lower than forecasts and expected profitability, impairment loss is recognised. Operating profitability is determined on the basis of operating profit restated to reflect operating amortisation. Office software Information system costs Commercial software 1 year, straight-line 5 years...

  • Page 196
    ...in the income statement on the basis of the agreements signed with software publishers (either by the unit or based on gross profit or on sales) or, in the case of flat fees, on a straight-line basis. At the end of the financial year, the net carrying amount is compared with sales projections on the...

  • Page 197
    fInancIal statements 02 195 2.3.5.5 Notes to the balance sheet Note 1. Intangible assets Intangible assets break down as follows: Released External Commercial commercial developments software and extersoftware nal developments in progress Gross value at opening Increases Decreases ...

  • Page 198
    ... 244,976 274,877 03.31.08 Total 241,228 90,852 71,172 260,908 20,807 1,422 6,297 15,932 220,421 244,976 359 325 11 673 1,575 1,009 359 673 The increase in equity investments basically stems from: • the creation of Ubisoft Sweden Entertainment AB for â,¬3,030 thousand. • the capital increase...

  • Page 199
    ... of equity investments is primarily attributable to the increase in the value in use of the shares in Ubisoft EMEA SAS, calculated on the basis of the discounted value of cash flows based on projected operating income from non-Group activities, and the net cash position on the balance sheet date...

  • Page 200
    ....09 99 99 92,890 17,546 883 111,418 03.31.08 272 272 34,493 14,990 994 50,749 Bank charges payable Total borrowings and financial debts Trade payables, invoices pending Credit notes to be issued Tax and employee-related liabilities Total ANNUAL REPORT 2009 UBISOFT

  • Page 201
    ..., 2009, Ubisoft Entertainment SA had equity of â,¬7,273,866.82 divided into 93,856,346 shares. Number of Ubisoft Entertainment SA shares As of 04.01.08 Option exercises Group/company savings plans/Capital increase reserved for employees Sub-total (before two-for-one stock split)(1) Sub-total (after...

  • Page 202
    ... category as the old shares that comprise the company's equity, employee-shareholders receive dividends and voting rights on all of their shares at the end of the vesting period. 03.31.09 Grant date Maturity - Vesting period (in years) Number of instruments allocated after stock split (1) 03.31.08...

  • Page 203
    ... (France) (World) 100,160 100,160 Total 7,...balance sheet consists of current account advances by the subsidiaries to the parent company. These advances all mature in under a year. Note 15. Other liabilities These are essentially credit notes to be issued to customers. UBISOFT ANNUAL REPORT 2009

  • Page 204
    ... 100% Europe North America Rest of world Sales Capitalized production costs Total Revenue basically consists of royalties invoicing to subsidiaries. The capitalized production costs reflect development costs outsourced to subsidiaries. Note 18. Other operating income and reinvoiced costs 03.31.09...

  • Page 205
    ... 24,440 8,050 (1) Includes 1,243,121 sold shares related to the equity swap agreement on Ubisoft stock for â,¬65 million. Financial income from equity investments covers dividends Ubisoft Entertainment SA received from its Hong Kong (â,¬1,409 thousand) and Norwegian (â,¬143 thousand) subsidiaries...

  • Page 206
    .... Income tax As of March 31, 2009, the tax group comprised 10 companies governed by French law: • Ubisoft Entertainment SA (head of group), • distribution companies, • companies providing support services. Any tax savings arising from the use of losses at the tax group's member companies will...

  • Page 207
    ... Red Storm Entertainment Inc. Red Storm Entertainment Inc. Ubisoft Divertissement Inc. Ubisoft Inc. Ubisoft Ltd Ubisoft Ltd Ubisoft Ltd Ubisoft SA Ubisoft Entertainment Ltd Ubisoft Production France SARL Ubisoft Inc. Ubisoft Inc. Ubisoft EMEA SAS Ubisoft Entertainment Sweden AB Ubisoft Entertainment...

  • Page 208
    ...of managers Ubisoft Entertainment SA paid â,¬812 thousand in compensation to its corporate officers during the 2008/09 fiscal year. In - only very partial - compensation for their work and the time spent in preparing and actively participating in Board meetings, the General Shareholders' Meeting of...

  • Page 209
    ...by the company and not yet repaid In thousands of euros Gross Net Sales excluding VAT Earnings for the last fiscal year Dividends received in thousands of currency units Subsidiaries at least 50% of capital held Ubisoft Holdings Inc. Ubisoft Emea SARL Ubisoft World SAS Ubisoft France SAS Sunflowers...

  • Page 210
    ... applicable in France. Sir, Madam, Pursuant to the assignment entrusted to us by your General Meeting, we hereby present our report for the fiscal year ended March 31, 2008, with regard to the following: • the audit of the annual financial statements of Ubisoft Entertainment S.A., as attached...

  • Page 211
    ... the consistency of this information with the annual financial statements. • the accuracy of the information provided in the management report regarding the compensation and benefits paid to the corporate officers in question and the commitments made in their favor at the time of the assumption...

  • Page 212
    ... management process 3.1.2.3 • Internal control of the production of financial and accounting information 222 223 224 224 224 3.1.2.4 • Outlook 3.2 Auditor's report prepared pursuant to Article L.225-235 of the French Commercial Code, on the report...

  • Page 213
    Governance and Internal control procedures 03 211 UBISOFT ANNUAL REPORT 2009

  • Page 214
    ... of corporate officers at listed companies. The AFEP-MEDEF Code can be found on the MEDEF website: www.medef.fr. This report refers back to the management report contained in the Company's registration document for the year ended March 31, 2009 for issues pertaining to the publication of information...

  • Page 215
    ... must own at least one share. Term of office Directors are currently appointed for a six-year term, which may be renewed. However, following the recommendations of the AFEP-MEDEF Code, the Board of Directors is proposing that the General Shareholders' Meeting of July 10, 2009 reduce this period to...

  • Page 216
    ... provided by the General Shareholders' Meeting. Corporate officers are not entitled to any indemnity or benefit payable in the event that they leave the Company. Pursuant to the AFEP-MEDEF Code and the AMF recommendations of December 22, 2008, information on management compensation is provided...

  • Page 217
    ... financial statements; • examining the Ubisoft Group's strategic considerations; • examining related-party agreements in accordance with Article L.225-38 of the French Commercial Code; • calling the combined Ordinary and Extraordinary General Shareholders' Meeting of September 22, 2008 and...

  • Page 218
    ... of both the Company and the Group. It may also be asked to study in detail and provide the Board with an opinion on matters referred to it, concerning major investments, acquisitions or divestments and disposals. Work during the 2008/09 financial year The Strategy and Development Committee met once...

  • Page 219
    ... of the Senior Management. 3.1.2.1 Internal control definition and goals To prepare the current report on the fiscal year 2008/09, Ubisoft chose to use the internal control reference framework published on January 22, 2007, and drafted by the Working Group set up by the AMF (French Securities and...

  • Page 220
    ... the strategies designed to ensure that these goals are achieved and for applying the Group internal control guidelines. • The functional departments: in collaboration with Senior Management, they are involved in setting the key accounting, finance, legal, tax, IT, operations and human resources...

  • Page 221
    ... plans, appropriate training, stock options or employee share subscription plans etc. Appropriate systems and operating methods Reporting to the Information Systems Department, IT teams provide resources adapted to individual business activities. Together with operational and functional teams, they...

  • Page 222
    ... to all employees since 2007 is providing a permanent gateway to information on the Group, the market and its developments, and the many internal websites. These frequently updated internal sites facilitate knowledge sharing and discussions in all business activities, for example: • Operational...

  • Page 223
    ... as the publication of financial information, and also manages off-balance sheet commitments (bank guarantees relating to purchase financing or L/Cs, comfort letters, share price guarantees, deposits, etc.). It centralises and verifies the authorisations granted to a limited number of employees, who...

  • Page 224
    ... are in line with the requirements identified by the functional teams and the budgets approved by management. As a result, medium-term project visibility has been introduced, with budgets set for a 2-year period, reviewed periodically to take into account the changes in the Company's priorities and...

  • Page 225
    .... The Hyperion consolidation and management forecasting applications are used by all Group companies, providing an exhaustive and standardised view of business activities and accounting and financial data. They help improve the effectiveness of information processing. UBISOFT ANNUAL REPORT 2009

  • Page 226
    ... the annual year-end process. One-off assignments during the financial year address specific accounting issues in advance. This systematic review allows orderly finalising of accounts, as well as reducing the time needed to prepare the consolidated financial statements. The Group announces its sales...

  • Page 227
    ...-37 of the French Commercial Code relating in particular to the device as regards of government of company. Our task is: • to offer our observations in response to the information provided in the Chairman's report regarding the internal audit procedures used to prepare and process accounting and...

  • Page 228
    226 4. Corporate information 4.1 4.2 228 228 231 231 231 231 234 Statutory auditor's report on regulated agreements and commitments for the year ended March 31, 2009 The Combined General Meeting on July 10, 2009 4.2.1 • Agenda 4.2.2 • Text for draft resolutions subjected to the vote of ...

  • Page 229
    corporate InformatIon 04 227 UBISOFT ANNUAL REPORT 2009

  • Page 230
    ... reproduction of the trademarks and logos relating to the video games subject to the exclusive user license. • Terms and conditions: The license agreement concerns a period from January 28, 2009 to April 1, 2012. The amount of the royalties invoiced by your company totaled â,¬687,500 excluding tax...

  • Page 231
    ... Guillemot, Christian Guillemot and Gérard Guillemot, the common directors of Ubisoft Entertainment SA and Gameloft SA. • Nature and purpose: Your company signed an exclusive licensing agreement for current and future brands with Gameloft SA for the development of interactive video games for...

  • Page 232
    ... guarantee is an annual fix rate is 0.5% per year. The financial revenue for the year 2008/09 totaled â,¬131,117. Your Board of Directors considered that the agreements mentioned here above were entered into in compliance with the Article 225-39 of the French Commercial Code, and consequently, that...

  • Page 233
    ... 12. Delegation of authority to the Board of Directors to issue shares reserved for the employees and corporate officers of the Company's subsidiaries - as defined in Article L.233-16 of the French Commercial Code - that have their registered offices outside France 13. Overall maximum amount of...

  • Page 234
    .... of the French Commercial Code relating to the financial year ended March 31, 2009, notes the conclusions of said report and approves the agreements referenced therein. FIFTH RESOLUTION (Authorisation to buy back, retain or transfer Ubisoft Entertainment SA shares) The Shareholders' General Meeting...

  • Page 235
    ...OTC market, and the implementation of option strategies, under terms authorised by the AMF. These shares may be purchased, sold or transferred on one or more occasions and at any time, except during public offerings involving Company shares. At each annual general shareholders' meeting, the Board of...

  • Page 236
    ...L.228-97 of the French Commercial Code, to issue on one or more occasions, in the proportions and according to the timing of its choosing, with retention of shareholders' preferential subscription rights both in France and abroad: (a) shares in the Company, (b) securities granting entitlement by any...

  • Page 237
    ... the created securities, the servicing of the new shares and the exercise of the rights attached thereto, where appropriate to set their stock market buyback terms and, in general, do whatever is necessary and enter into any agreements in order to successfully complete the planned issues. record the...

  • Page 238
    .... Said priority subscription shall not create marketable rights but, should the Board of Directors see fit, may be exercised both as of right and on an excess basis. 4. resolves that, should subscriptions from shareholders and the general public not cover the full issue of shares or securities as...

  • Page 239
    ... equity swap offer made by the Company under Article L.225-148 of the French Commercial Code involving the securities of another company listed on one of the markets covered by said Article L.225-148 of the French Commercial Code, and further resolves to waive shareholders' preferential subscription...

  • Page 240
    ... the subscription price for the shares or securities issued shall be decided in the manner set out in Articles L.3332-18 to L.3332-23 of the French Employment Code. 5. resolves to set the maximum discount offered under a savings scheme at 15% of the average opening price of Ubisoft Entertainment SA...

  • Page 241
    ...French Commercial Code, the Board of Directors may not grant options to corporate officers and employees of the Company or companies related to it as per the provisions of Article L.225-180 of the French Commercial Code if they hold more than 10% of the share capital. 2. resolves that (i) the number...

  • Page 242
    ... of this authorisation, the exercise of the options by the corporate officers of the Company being linked to performance conditions to be met and set by the Board of Directors. 4. resolves that the subscription or purchase price of the ordinary shares by the beneficiaries of options shall be set by...

  • Page 243
    ... by the Company's corporate officers in order to exercise the options, and taking any decision covered by Article L.225-185 of the French Commercial Code; • deciding the cum-rights date - even back-dated - of the ordinary shares resulting from the exercise of the subscription options; • in the...

  • Page 244
    ... authority to the Board of Directors to issue shares reserved for the employees and corporate officers of the Company's subsidiaries - as defined in Article L.233-16 of the French Commercial Code - that have their registered offices outside France) The Shareholders' General Meeting, deliberating in...

  • Page 245
    ...; • the issue(s) of ordinary shares or securities granting entitlement to the capital with waiving of shareholders' preferential subscription rights in favour of the employees and corporate officers of the Company's subsidiaries as defined by Article L.233-16 of the French Commercial Code, that...

  • Page 246
    ...the duration of current terms of office - expiring at the Annual Shareholders' General Meeting called to deliberate on the company financial statements for the financial year ended March 31, 2013 - of one or more directors in order to ensure a regular renewal of the members of the Board of Directors...

  • Page 247
    corporate InformatIon 04 245 UBISOFT ANNUAL REPORT 2009

  • Page 248
    ... Documents available to the public 5.2.2 • Schedule of financial communications for fiscal year 2009/10 5.2.3 • Annual Information document 2008/09 - 12 months 5.2.4 • Concordance Table 5.2.5 • Financial Annual Report - Concordance Table 250 250 250 251 258 260 ANNUAL REPORT 2009 UBISOFT

  • Page 249
    InformatIon about the company 05 247 UBISOFT ANNUAL REPORT 2009

  • Page 250
    ... to the note relating to "changes in options" of financial statements which describes the accounting and tax options changes". The reports on the corporate account statements were emitted without reserve as on March 31, 2007. Chief Executive Officer, Yves Guillemot ANNUAL REPORT 2009 UBISOFT

  • Page 251
    ... France 1986 2010 1996 2010 2003 2013 2003 2013 Professional fees of the statutory auditors and members of their networks (Document prepared in accordance with Article L.222-8 of the internal regulations of the Autorité des marchés financiers - AMF) The professional fees for the fiscal year...

  • Page 252
    ... at the company's registered office or business address (28, rue Armand Carrel - 93100 Montreuil-sous-Bois, France). In addition, some of these documents are available on the company's website (www.ubisoftgroup.com), which also contains the group's press releases and financial information. This...

  • Page 253
    ... th July, 2008 25th July, 2008 (1) Publication in a legal gazette of the registered office (art. R. 225-67 of the French Commercial Code) • Information available on the website of the "Autorité des Marchés Financiers" (www.amf-france.org) and/or on the website of UBISOFT ENTERTAINMENT SA (www...

  • Page 254
    ... 12 June, 2008 th 19 May, 2008 th Monthly information relating to the total number of voting rights and shares (art. L.233-8 II of the French Commercial Code) Description Date 7 th May, 2009 16 April, 2009 th Number of shares and voting rights as of 30 th April, 2009 Number of shares and voting...

  • Page 255
    ..., 2008 further to a sale of shares. Declaration by FIL Limited, further to a common new policy with FMR LLC no longer to add their respective shareholdings, of crossing downward the thresholds of 10% of the share capital and 5% of the voting rights on 24th April, 2008. UBISOFT ANNUAL REPORT 2009

  • Page 256
    254 Transactions in Ubisoft Entertainment shares carried out by directors, officers and others persons referred to in article L.621-18-2 of the French Monetary and Financial Code AMF references Date 7 th January, 2009 12 December, 2008 th 208D8921 / 208D8930 208D8506 / 208D8507 / 208D8508 / ...

  • Page 257
    InformatIon about the company 05 255 Press release Description Date 27 th May, 2009 29 April, 2009 th Ubisoft reports full year 2008/09 results Ubisoft reports full year 2008/09 sales Capital increase project reserved to certain employees of Ubisoft Entertainment SA's Canadian, US, UK, German and ...

  • Page 258
    ...(1) - Registration of the new shares issued further to the exercise of stock options from 1st October, 2007 to 31st March, 2008 6th August, 2008 10 th June, 2008 (1) By application of legal requirements: Prior publication in a legal gazette of the registered office. ANNUAL REPORT 2009 UBISOFT

  • Page 259
    InformatIon about the company 05 257 UBISOFT ANNUAL REPORT 2009

  • Page 260
    ... name and trade name The Company registered address and registration numbers Company creation date and term Registered office, legal status, applicable legislation, original country, address and phone number Historical background Investments OVERVIEW OF OPERATIONS Main operations Main Markets...

  • Page 261
    ... AND MANAGEMENT BODIES Offices held by the Directors Service agreements of officiers Information on the audit committee and compensation committee Conformity declaration to the recommendations concerning corporate governance EMPLOYEES Number of employees Share of capital and stock options Agreement...

  • Page 262
    ... with information of the Financial Annual Report. Chapters Information 1. Corporate financial statements of the firm 2. Consolidated financial Statements of the Group 3. Auditor's General report on the fiscal year 4. Auditor's Report for the consolidated account statements 5. Management report...

  • Page 263
    ...the Ubisoft logo are trademarks of Ubisoft Entertainment in the U.S. and/or other countries. Universal Studios' King Kong movie © Universal Studios. Licensed by Universal Studios Licensing LLLP. All Rights Reserved. Brothers in Arms © 2005-2009 Gearbox Software, LLC. All rights reserved. Published...

  • Page 264
    ... 5156 Room 1002 - 1003, Sun Young Fortune Center #398 Jiang Su Road 200050 Shanghai Phone: +852 2886 8037 Fax: +852 2886 8152 Unit 2301, 23/F 88 Hing Fat Street Causeway Bay Hong Kong Phone: +852 2886 8037/65 Fax: +852 2886 8152 2f, Building B2 Tian Fu Software Park Tian Fu Da Road, High Technology...