Electronic Arts 2012 Annual Report Download - page 34

PROPOSAL 5: RATIFICATION OF THE APPOINTMENT OF KPMG LLP, INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP has audited the financial statements of EA and its consolidated subsidiaries since fiscal 1987. The
Board of Directors, through the Audit Committee, has appointed KPMG LLP as EA’s independent auditors for
the fiscal year ending March 31, 2013. The Audit Committee and the Board of Directors believe that KPMG
LLP’s long-term knowledge of EA and its subsidiaries is valuable to the Company as discussed further below.
Representatives of KPMG LLP have direct access to members of the Audit Committee and the Board of
Directors. We expect one or more representatives of KPMG LLP to attend the Annual Meeting in order to
respond to appropriate questions from stockholders.
Ratification of the appointment of KPMG LLP as our independent auditors is not required by our bylaws or
otherwise. The Board of Directors has determined to submit this proposal to the stockholders as a matter of good
corporate practice. If the stockholders do not ratify the appointment, the Audit Committee will review their future
selection of auditors. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the
appointment of different independent auditors at any time during the year if they determine that such a change
would be in the best interests of the Company and the stockholders.
Fees of Independent Auditors
The aggregate fees billed for the last two fiscal years for each of the following categories of services are set forth
below:
Description of Fees
Year Ended
March 31, 2012
Year Ended
March 31, 2011
Audit Fees(1)
– Worldwide audit fee ............................................. $4,486,000 $4,603,000
– Accounting concurrence and regulatory matters ....................... 86,000 46,000
Total audit fees .................................................. 4,572,000 4,649,000
Audit-Related Fees(2) ................................................ 350,000 40,000
Tax Fees(3)
– Compliance .................................................... 533,000 330,000
– Acquisition-related due diligence .................................. 549,000 82,000
Total tax fees .................................................... 1,082,000 412,000
Total All Fees ..................................................... $6,004,000 $5,101,000
(1) Audit Fees: This category includes the annual audit of the Company’s financial statements and internal
controls over financial reporting (including quarterly reviews of financial statements included in the
Company’s quarterly reports on Form 10-Q), and services normally provided by the independent auditors in
connection with regulatory filings. This category also includes consultation on matters that arose during, or as
a result of the audit or review of financial statements, statutory audits required for our non-US subsidiaries,
and services associated with our periodic reports and other documents filed with the SEC and foreign filings,
as well as Sarbanes-Oxley Section 404 compliance consultation.
(2) Audit-Related Fees: This category consists of fees for assurance and related services that are reasonably
related to the performance of the audit or review of the Company’s financial statements and are not reported
under “Audit Fees.” These services may include employee benefit plan audits, accounting consultations in
connection with transactions, and merger and acquisition due diligence. In fiscal 2012, these fees relate to
acquisition-related financial due diligence and services rendered in connection with the issuance of the
Company’s 0.75% Convertible Senior Notes due 2016. In fiscal 2011, these fees relate to acquisition-related
financial due diligence.
(3) Tax Fees: This category includes compliance services rendered for U.S. and foreign tax compliance and
returns, and transfer pricing documentation, as well as planning and advice, which consists primarily of
technical tax consulting and acquisition-related tax due diligence.
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