ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Table of Contents

	Cautionary Statement	3

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016~~2017	4

	Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~September~~June 30, ~~2016~~2017	5

	Condensed Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~September~~June 30, ~~2016~~2017	6

	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~September~~June 30, ~~2016~~2017	7

	Condensed Consolidated Statement of Changes in Shareholders’ Equity for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018	8

	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2841

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5470

Item 4.	Controls and Procedures	5572

PART II.	OTHER INFORMATION	5672

Item 1.	Legal Proceedings	5672

Item 1A.	Risk Factors	5672

Item 6.	Exhibits	5672

EXHIBIT INDEX		5773

SIGNATURE		5874

CERTIFICATIONS

CAUTIONARY STATEMENT

This Quarterly Report on Form 10-Q contains, or incorporates by reference, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements consist of any statement other than a recitation of historical facts and include, but are not limited to: (1) projections of revenues, expenses, income or loss, earnings or loss per share, cash flow, or other financial items; (2) statements of our plans and objectives, including those related to releases of products or services; (3) statements of future financial or operating ~~performance;~~performance, including the impact of tax items thereon; and (4) statements of assumptions underlying such statements. Activision Blizzard, Inc. generally uses words such as “outlook,” “forecast,” “will,” “could,” “should,” “would,” “to be,” “plan,” “plans,” “believes,” “may,” “might,” “expects,” “intends,” “intends as,” “anticipates,” “estimate,” “future,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming” and other similar expressions to help identify forward-looking statements. Forward-looking statements are subject to business and economic risks, reflect management’s current expectations, estimates and projections about our business, and are inherently uncertain and difficult to predict.

The company cautions that a number of important factors could cause Activision Blizzard, Inc.’s actual future results and other future circumstances to differ materially from those expressed in any forward-looking statements. Such factors include, but are not limited to: sales levels of Activision Blizzard, Inc.’s titles, products, and services; concentration of revenue among a small number of titles; Activision Blizzard, Inc.’s ability to predict consumer preferences, including interest in specific genres and modes and preferences among platforms; the continued growth in the scope and complexity of our business, including the diversion of management time and attention to issues relating to the operations of our acquired or newly started businesses and the potential impact of our expansion into new businesses on our existing businesses; the amount of our debt and the limitations imposed by the covenants in the agreements governing our debt; ~~the adoption rate and availability of new hardware (including peripherals) and related software;~~ counterparty risks relating to customers, licensees, licensors, and manufacturers; maintenance of relationships with key personnel, customers, financing providers, licensees, licensors, manufacturers, vendors, and third-party developers, including the ability to attract, retain, and ~~develop~~motivate key personnel and developers that can create high-quality titles, products, and services; ~~risks relating to the expansion into new businesses, including the potential impact on our existing businesses;~~ changing business models within the video game industry, including digital delivery of content and the increased prevalence of free-to-play games; product delays or defects; competition, including from other forms of entertainment; rapid changes in technology and industry standards; possible declines in software pricing; product returns and price protection; the identification of suitable future acquisition opportunities and potential challenges associated with geographic expansion; the seasonal and cyclical nature of the interactive entertainment market; the outcome of current or future tax disputes; litigation risks and associated costs; protection of proprietary rights; potential data breaches and other cybersecurity risks; shifts in consumer spending trends; capital market risks; the impact of applicable laws, rules, and regulations, including changes in those laws, rules, and regulations; domestic and international economic, financial, and political conditions and policies; tax rates and foreign exchange rates; the impact of the current macroeconomic environment; and the other factors identified in “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

The forward-looking statements contained herein are based on information available to Activision Blizzard, Inc. as of the date of this filing and we assume no obligation to update any such forward-looking statements. Although these forward-looking statements are believed to be true when made, they may ultimately prove to be incorrect. These statements are not guarantees of our future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and may cause actual results to differ materially from current expectations.

Activision Blizzard, Inc.’s names, abbreviations thereof, logos, and product and service designators are all either the registered or unregistered trademarks or trade names of Activision Blizzard, Inc. All other product or service names are the property of their respective owners. All dollar amounts referred to in, or contemplated by, this Quarterly Report on Form 10-Q refer to United States (“U.S.”) dollars, unless otherwise explicitly stated to the contrary.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Amounts in millions, except share data)

	At September 30, 2017		At December 31, 2016		At June 30, 2018		At December 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	3,576	$	3,245	$	4,857	$	4,713
Accounts receivable, net of allowances of $172 and $261, at September 30, 2017 and December 31, 2016, respectively	888		732
Accounts receivable, net of allowances of $129 and $279, at June 30, 2018 and December 31, 2017, respectively					418		918
Inventories, net	94		49		36		46
Software development	377		412		320		367
Other current assets	451		392		503		476
Total current assets	5,386		4,830		6,134		6,520
Software development	114		54		131		86
Property and equipment, net	254		258		281		294
Deferred income taxes, net	439		283		324		459
Other assets	469		401		415		440
Intangible assets, net	1,292		1,858		910		1,106
Goodwill	9,764		9,768		9,763		9,763
Total assets	$	17,718	$	17,452	$	17,958	$	18,668

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	313	$	222	$	167	$	323
Deferred revenues	1,373		1,628		832		1,929
Accrued expenses and other liabilities	703		806		1,061		1,411
Total current liabilities	2,389		2,656		2,060		3,663
Long-term debt, net	4,388		4,887		4,394		4,390
Deferred income taxes, net	40		44		13		21
Other liabilities	934		746		1,145		1,132
Total liabilities	7,751		8,333		7,612		9,206
Commitments and contingencies (Note 13)
Commitments and contingencies (Note 16)
Shareholders’ equity:
Common stock, $0.000001 par value, 2,400,000,000 shares authorized, 1,184,733,296 and 1,174,163,069 shares issued at September 30, 2017 and December 31, 2016, respectively	—		—
Common stock, $0.000001 par value, 2,400,000,000 shares authorized, 1,190,842,323 and 1,186,181,666 shares issued at June 30, 2018 and December 31, 2017, respectively					—		—
Additional paid-in capital	10,671		10,442		10,867		10,747
Less: Treasury stock, at cost, 428,676,471 shares at September 30, 2017 and December 31, 2016	(5,563)		(5,563)
Less: Treasury stock, at cost, 428,676,471 shares at June 30, 2018 and December 31, 2017					(5,563)		(5,563)
Retained earnings	5,501		4,869		5,647		4,916
Accumulated other comprehensive loss	(642)		(629)		(605)		(638)
Total shareholders’ equity	9,967		9,119		10,346		9,462
Total liabilities and shareholders’ equity	$	17,718	$	17,452	$	17,958	$	18,668

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Amounts in millions, except per share data)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017		2016		2017		2016		2018		2017				2018		2017
Net revenues
Product sales	$	384	$	355	$	1,373	$	1,501	$	464	$	481			$	1,184	$	989
Subscription, licensing, and other revenues	1,234		1,213		3,601		3,093		1,177		1,150				2,423		2,367
Total net revenues	1,618		1,568		4,974		4,594
Total net revenues (Note 2)									1,641		1,631				3,607		3,356

Costs and expenses
Cost of revenues—product sales:
Product costs	149		111		422		429		126		130				289		273
Software royalties, amortization, and intellectual property licenses	37		42		200		250		49		75				194		163
Cost of revenues—subscription, licensing, and other revenues:
Game operations and distribution costs	249		237		717		620		250		236				521		468
Software royalties, amortization, and intellectual property licenses	117		139		359		319		85		120				169		242
Product development	273		249		750		673		255		252				513		478
Sales and marketing	345		340		899		830		226		308				477		554
General and administrative	191		156		539		486		216		171				415		347
Total costs and expenses	1,361		1,274		3,886		3,607		1,207		1,292				2,578		2,525

Operating income	257		294		1,088		987		434		339				1,029		831
Interest and other expense (income), net	37		63		121		181		26		46				54		85
Income before income tax expense	220		231		967		806		408		293				975		746
Income tax expense	32		32		109		93		6		50				73		77
Net income	$	188	$	199	$	858	$	713	$	402	$		243		$	902	$	669

Earnings per common share
Basic	$	0.25	$	0.27	$	1.14	$	0.96	$	0.53	$			0.32	$	1.19	$	0.89
Diluted	$	0.25	$	0.26	$	1.12	$	0.94	$	0.52	$			0.32	$	1.17	$	0.88

Weighted-average number of shares outstanding
Basic	755		742		753		739		761		754				760		752
Diluted	766		756		764		753		770		764				770		763

Dividends per common share	$	—	$	—	$	0.30	$	0.26	$	—	$			—	$	0.34	$	0.30

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Amounts in millions)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Net income	$	188	$	199	$	858	$	713	$	402	$	243	$	902	$	669
Other comprehensive income (loss):
Foreign currency translation adjustment	9		—		36		(20)		(11)		8		(10)		27
Unrealized gains (losses) on forward contracts designated as hedges, net of tax	(8)		(4)		(45)		—		48		(22)		36		(37)
Unrealized gains (losses) on investments, net of tax	(3)		—		(4)		—
Total other comprehensive loss	$	(2)	$	(4)	$	(13)	$	(20)
Unrealized gains on investments, net of tax									7		—		4		—
Realized gain on investments, net of tax									—		(1)		—		(1)
Total other comprehensive income (loss)									$	44	$	(15)	$	30	$	(11)
Comprehensive income	$	186	$	195	$	845	$	693	$	446	$	228	$	932	$	658

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in millions)

		For the Nine Months Ended September 30,				For the Six Months Ended June 30,
		2017		2016		2018		2017
Cash flows from operating activities:
Net income		$	858	$	713	$	902	$	669
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income taxes		(138)		(200)		95		(103)
Provision for inventories		9		29
Depreciation and amortization		670		584		267		450
Amortization of capitalized software development costs and intellectual property licenses (1)	Amortization of capitalized software development costs and intellectual property licenses (1)	202		248		206		168
Amortization of debt discount, financing costs, and non-cash write-off due to extinguishment of debt		22		26
Amortization of debt discount, financing costs, and non-cash write-off due to extinguishment of debts						4		20
Share-based compensation expense (2)		118		107		110		71
Other		15		—		5		23
Changes in operating assets and liabilities, net of effect from business acquisitions:
Changes in operating assets and liabilities:
Accounts receivable, net		(140)		395		511		385
Inventories		(50)		(32)		8		(6)
Software development and intellectual property licenses		(227)		(295)		(209)		(154)
Other assets		(70)		85		39		(19)
Deferred revenues		(320)		(396)		(891)		(733)
Accounts payable		78		(76)		(157)		(68)
Accrued expenses and other liabilities		28		108		(352)		(27)
Net cash provided by operating activities		1,055		1,296		538		676

Cash flows from investing activities:
Purchases of available-for-sale investments		(80)		—		(59)		—
Acquisition of King, net of cash acquired (see Note 14)		—		(4,588)
Release of cash in escrow		—		3,561
Capital expenditures		(86)		(99)		(61)		(52)
Other investing activities		10		(24)		(4)		4
Net cash used in investing activities		(156)		(1,150)		(124)		(48)

Cash flows from financing activities:
Proceeds from issuance of common stock to employees		150		86		77		130
Tax payment related to net share settlements on restricted stock units		(44)		(76)		(68)		(36)
Dividends paid		(226)		(195)		(259)		(226)
Proceeds from debt issuances, net of discounts		3,741		6,878		—		3,741
Repayment of long-term debt		(4,251)		(4,604)		—		(4,251)
Other financing activities		(10)		(6)		—		(10)
Net cash (used in) provided by financing activities		(640)		2,083
Net cash used in financing activities						(250)		(652)
Effect of foreign exchange rate changes on cash and cash equivalents		72		(23)		(19)		50
Net increase in cash and cash equivalents		331		2,206
Cash and cash equivalents at beginning of period		3,245		1,823
Cash and cash equivalents at end of period		$	3,576	$	4,029
Net increase in cash and cash equivalents and restricted cash						145		26
Cash and cash equivalents and restricted cash at beginning of period						4,720		3,262
Cash and cash equivalents and restricted cash at end of period						$	4,865	$	3,288

(1) Excludes deferral and amortization of share-based compensation expense.

(2) Includes the net effects of capitalization, deferral, and amortization of share-based compensation expense.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2018

(Unaudited)

(Amounts and shares in millions, except per share data)

Common Stock

Treasury Stock

Additional
Paid-In

Retained

Accumulated
Other
Comprehensive

Total
Shareholders’

Shares

Amount

Shares

Amount

Capital

Earnings

Income (Loss)

Equity
Balance at December 31, 2016

1,174

$
—

(429)

$
(5,563)

$
10,442

$
4,869

$
(629)

$
9,119
Components of comprehensive income:

Net income

—

—

—

—

—

858

—

858
Other comprehensive loss

—

—

—

—

—

—

(13)

(13)
Issuance of common stock pursuant to employee stock options

10

—

—

—

150

—

—

150
Issuance of common stock pursuant to restricted stock units

2

—

—

—

—

—

—

—
Restricted stock surrendered for employees’ tax liability

(1)

—

—

—

(43)

—

—

(43)
Share-based compensation expense related to employee stock options and restricted stock rights

—

—

—

—

122

—

—

122
Dividends ($0.30 per common share)

—

—

—

—

—

(226)

—

(226)
Balance at September 30, 2017

1,185

$
—

(429)

$
(5,563)

$
10,671

$
5,501

$
(642)

$
9,967

	Common Stock			Treasury Stock			Additional Paid-In		Retained		Accumulated Other Comprehensive		Total Shareholders’
	Shares	Amount		Shares	Amount		Capital		Earnings		Income (Loss)		Equity
Balance at December 31, 2017	1,186	$	—	(429)	$	(5,563)	$	10,747	$	4,916	$	(638)	$	9,462
Cumulative impact from adoption of new revenue accounting standard (Note 3)	—	—		—	—		—		88		3		91
Components of comprehensive income:
Net income	—	—		—	—		—		902		—		902
Other comprehensive income (loss)	—	—		—	—		—		—		30		30
Issuance of common stock pursuant to employee stock options	4	—		—	—		77		—		—		77
Issuance of common stock pursuant to restricted stock units	2	—		—	—		—		—		—		—
Restricted stock surrendered for employees’ tax liability	(1)	—		—	—		(74)		—		—		(74)
Share-based compensation expense related to employee stock options and restricted stock units	—	—		—	—		117		—		—		117
Dividends ($0.34 per common share)	—	—		—	—		—		(259)		—		(259)
Balance at June 30, 2018	1,191	$	—	(429)	$	(5,563)	$	10,867	$	5,647	$	(605)	$	10,346

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business and Basis of Consolidation and Presentation

Activision Blizzard, Inc. is a leading global developer and publisher of interactive entertainment content and services. We develop and distribute content and services ~~across all of the major gaming platforms, including~~on video game consoles, personal computers (“PC”), and mobile devices. We also operate esports events and leagues and create film and television content based on our intellectual property. The terms “Activision Blizzard,” the “Company,” “we,” “us,” and “our” are used to refer collectively to Activision Blizzard, Inc. and its subsidiaries.

The Company was originally incorporated in California in 1979 and was reincorporated in Delaware in December 1992. ~~We are the result of~~In connection with the 2008 business combination ~~(the “Business Combination”)~~ by and among the Company (then known as Activision, Inc.), Vivendi S.A. (“Vivendi”), and Vivendi Games, Inc. ~~(“Vivendi Games”)~~, then an indirect wholly-owned subsidiary of ~~Vivendi. In connection with the consummation of the Business Combination, Activision, Inc. was~~Vivendi, we were renamed Activision Blizzard, Inc.

The common stock of Activision Blizzard is traded on The ~~NASDAQ~~Nasdaq Stock Market under the ticker symbol “ATVI.”

~~The King Acquisition~~

On February 23, 2016 (the “King Closing Date”), we acquired King Digital Entertainment, a leading interactive mobile entertainment company (“King”), by purchasing all of its outstanding shares (the “King Acquisition”), as further described in Note 14. Our condensed consolidated financial statements include the operations of King commencing on the King Closing Date.

Our Segments

As part of the continued implementation of our esports strategy, we instituted changes to our internal organization and reporting structure such that the Major League Gaming (“MLG”) business now operates as a division of Blizzard Entertainment, Inc. (“Blizzard”). As such, commencing with the second quarter of 2017, MLG, which was previously a separate operating segment, is now a component of the Blizzard operating segment. MLG is responsible for the operations of the Overwatch LeagueTM~~, along with other esports events, and will also continue to serve as a multi-platform network for Activision Blizzard esports content.~~

Based upon our organizational structure, we conduct our business through three reportable segments, as follows:

(i) Activision Publishing, Inc.

Activision Publishing, Inc. (“Activision”) is a leading global developer and publisher of interactive software products and entertainment content, particularly infor the console ~~gaming.~~platform. Activision primarily delivers content through retail and digital channels, including full-game and in-game sales, as well as ~~licenses of~~by licensing software to third-party or related-party companies that distribute Activision products. Activision develops, markets, and sells products ~~which are principally~~ based on our ~~internally-developed~~internally developed intellectual properties, as well as some licensed properties. We have also established a long-term alliance with Bungie to publish its game universe, Destiny.

Activision’s key product franchises include: Call of Duty®, a first-person shooter for the console and PC platforms; and Destiny, an online universe of first-person action gameplay (which we call a “shared-world shooter”) for the console and PC ~~platforms; and Skylanders~~®~~, a franchise geared towards children that brings physical toys to life digitally in the game, primarily for console~~ platforms.

(ii) Blizzard Entertainment, Inc.

Blizzard Entertainment, Inc. (“Blizzard”) is a leading global developer and publisher of interactive software products and entertainment content, particularly infor the PC ~~gaming.~~platform. Blizzard primarily delivers content through retail and digital channels, including subscriptions, full-game, and in-game sales, as well as ~~licenses of~~by licensing software to third-party or ~~related party~~related-party companies that distribute Blizzard products. Blizzard also maintains a proprietary online gaming service, Blizzard Battle.net®, which facilitates digital distribution of Blizzard content, along with Activision’s Destiny 2 PC content, online social connectivity, ~~across all Blizzard games,~~ and the creation of user-generated ~~content for Blizzard’s games. As noted above,~~content. Blizzard also includes the activities of our ~~MLG~~Major League Gaming (“MLG”) business, which is ~~devoted to esports.~~responsible for various esports events, and serves as a multi-platform network for Activision Blizzard esports content.

Blizzard’s key product franchises include: World of Warcraft®, a subscription-based massive multi-player online role-playing game for the ~~PC;~~PC platform; StarCraft®, a real-time strategy franchise for the PC ~~franchise;~~platform; Diablo®, an action role-playing franchise for the PC and console platforms; Hearthstone®, an online collectible card franchise for the PC and mobile platforms; Heroes of the Storm®, a free-to-play team brawler for the ~~PC;~~PC platform; and Overwatch®, a team-based first-person shooter for the PC and console platforms.

(iii) King Digital Entertainment

King Digital Entertainment (“King”) is a leading global developer and publisher of interactive entertainment content and services, particularly on mobile platforms, such as ~~Google’s~~Google Inc.’s (“Google”) Android and ~~Apple’s~~Apple Inc.’s (“Apple”) iOS. King also distributes its content and services on ~~online social platforms, such as Facebook and~~ the ~~king.com websites.~~PC platform, primarily via Facebook. King’s games are ~~free-to-play,~~free to play, however, players can acquire in-game items, either with virtual currency ~~the players purchase~~ or directly using real currency.

King’s key product franchises, all of which are for the PCmobile and ~~mobile~~PC platforms, include: Candy Crush™, which features “match three” games; Farm Heroes™, which also features “match three” games; ~~Pet Rescue™, which is a “clicker” game;~~ and Bubble Witch™, which features “bubble shooter” games.

Other

We also engage in other businesses that do not represent reportable segments, including:

· the Activision Blizzard Studios (“Studios”) business, which is devoted to creating original film and television content based on our library of globally recognized intellectual properties, and which, in October 2017, released the second season of the animated TV series Skylanders™ Academy on Netflix; and

· the Activision Blizzard Distribution (“Distribution”) business, which consists of operations in Europe that provide warehousing, logistics, and sales distribution services to third-party publishers of interactive entertainment software, our own publishing operations, and manufacturers of interactive entertainment hardware.

Basis of Consolidation and Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by U.S. GAAP have been condensed or omitted if they substantially duplicate the disclosures contained in our annual audited consolidated financial statements. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. Accordingly, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair statement of our financial position and results of operations in accordance with U.S. GAAP have been included in the accompanying unaudited condensed consolidated financial statements. Actual results could differ from these estimates and assumptions.

The accompanying condensed consolidated financial statements include the accounts and operations of the Company. All intercompany accounts and transactions have been eliminated. Certain reclassifications have been made to prior year amounts to conform to the current period presentation.

The Company considers events or transactions that occur after the balance sheet date, but before the financial statements are issued, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosures.

Supplemental Cash Flow ~~Information: Non-cash Investing and Financing activities~~Information

For the ~~nine~~six months ended ~~September~~June 30, ~~2016, we had non-cash purchase price consideration~~2018, the beginning and ending cash and cash equivalents and restricted cash reported within our condensed consolidated statement of ~~$89~~cash flows include restricted cash of $7 million ~~related to vested~~ and ~~unvested stock options and awards that were assumed and replaced with Activision Blizzard equity or deferred cash awards in~~$8 million, respectively. For the ~~King Acquisition. Refer to Note 14 for further discussion.~~

2.~~Inventories, Net~~

~~Inventories, net, consist of the following (amounts in millions):~~

At September 30, 2017

At December 31, 2016

Finished goods

  $
80

  $
40

Purchased parts and components

14

9

Inventories, net

  $
94

  $
49

~~At September~~six months ended June 30, 2017, the beginning and ~~December 31, 2016, inventory reserves were $21~~ending cash and cash equivalents and restricted cash reported within our condensed consolidated statement of cash flows included restricted cash of $17 million and ~~$45~~$10 million, respectively.

3.2. ~~Software Development and Intellectual Property Licenses~~

~~The following table summarizes the components~~Summary of ~~our capitalized software development costs (amounts in millions):~~

At September 30, 2017

At December 31, 2016

Internally-developed software costs

  $
266

  $
277

Payments made to third-party software developers

225

189

Total software development costs

  $
491

  $
466

~~As of September 30, 2017 and December 31, 2016, intellectual property licenses were not material to our condensed consolidated balance sheets.~~

~~Amortization of capitalized software development costs and intellectual property licenses was as follows (amounts in millions):~~

For the Three Months Ended
September 30,

For the Nine Months Ended
September 30,

2017

2016

2017

2016

Amortization of capitalized software development costs and intellectual property licenses

  $
34

  $
47

  $
206

  $
260

4.~~Intangible Assets, Net~~

~~Intangible assets, net, consist of the following (amounts in millions):~~

At September 30, 2017

Estimated useful
lives

Gross carrying
amount

Accumulated
amortization

Net carrying
amount

Acquired definite-lived intangible assets:

Internally-developed franchises

3 - 11 years

  $
1,154

  $
(799)

  $
355

Developed software

2 - 5 years

601

(264)

337

Customer base

2 years

617

(497)

120

Trade names

7 - 10 years

54

(14)

40

Other

1 - 15 years

19

(12)

7

Total definite-lived intangible assets

  $
2,445

  $
(1,586)

  $
859

Acquired indefinite-lived intangible assets:

Activision trademark

Indefinite

386

Acquired trade names

Indefinite

47

Total indefinite-lived intangible assets

  $
433

Total intangible assets, net

  $
1,292

At December 31, 2016

Estimated useful
lives

Gross carrying
amount

Accumulated
amortization

Net carrying
amount

Acquired definite-lived intangible assets:

Internally-developed franchises

3 - 11 years

  $
1,154

  $
(583)

  $
571

Developed software

3 - 5 years

595

(145)

450

Customer base

2 years

617

(266)

351

Trade names

7 - 10 years

54

(8)

46

Other

1 - 8 years

18

(11)

7

Total definite-lived intangible assets

  $
2,438

  $
(1,013)

  $
1,425

Acquired indefinite-lived intangible assets:

Activision trademark

Indefinite

386

Acquired trade names

Indefinite

47

Total indefinite-lived intangible assets

  $
433

Total intangible assets, net

  $
1,858

Amortization expense of intangible assets was $188 million and $573 million for the three and nine months ended September 30, 2017, respectively. Amortization expense of intangible assets was $211 million and $496 million for the three and nine months ended September 30, 2016, respectively.

~~At September 30, 2017, future amortization of definite-lived intangible assets is estimated as follows (amounts in millions):~~

2017 (remaining three months)

$
186

2018

364

2019

216

2020

72

2021

11

Thereafter

10

Total

$
859

5.~~Goodwill~~

~~The changes in the carrying amount of goodwill by reportable segment for the nine months ended September 30, 2017, are as follows (amounts in millions):~~

Activision

Blizzard (1)

King

Total

Balance at December 31, 2016 (1)

  $
6,903

  $
190

  $
2,675

  $
9,768

Other

(4)

—

—

(4)

Balance at September 30, 2017

  $
6,899

  $
190

  $
2,675

  $
9,764

~~(1)~~ As a result of the change in our operating segments discussed in Note 1, goodwill of $12 million previously reported within the “Other segments” is now included in the “Blizzard” reportable segment. The prior period balance has been revised to reflect this change.

6.~~Fair Value Measurements~~

~~Financial~~Significant Accounting Standards Board (“FASB”) literature regarding fair value measurements for certain assets and liabilities establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of “observable inputs” and minimize the use of “unobservable inputs.” The three levels of inputs used to measure fair value are as follows:

· ~~Level 1—Quoted prices in active markets for identical assets or liabilities;~~

· Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data; and

· Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

~~Fair Value Measurements on a Recurring Basis~~Policies

The table below segregates all of our financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date (amounts in millions):

Fair Value Measurements at September 30, 2017
Using

As of
September 30,
2017

Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Balance Sheet Classification
Financial Assets:

Recurring fair value measurements:

Money market funds

  $
3,355

  $
3,355

  $
—

  $
—

Cash and cash equivalents
Foreign government treasury bills

49

49

—

—

Cash and cash equivalents
U.S. treasuries and government agency securities

80

80

—

—

Other current assets
Total recurring fair value measurements

  $
3,484

  $
3,484

  $
—

  $
—

Financial liabilities:

Foreign currency forward contracts designated as hedges

  $
(10)

  $
—

  $
(10)

  $
—

Accrued expenses and other liabilities

Fair Value Measurements at December 31, 2016
Using

As of
December 31,
2016

Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Balance Sheet Classification

Financial Assets:

Recurring fair value measurements:

Money market funds

  $
2,921

  $
2,921

  $
—

  $
—

Cash and cash equivalents

Foreign government treasury bills

38

38

—

—

Cash and cash equivalents

Foreign currency forward contracts designated as hedges

22

—

22

—

Other current assets

Auction rate securities (“ARS”)

9

—

—

9

Other assets

Total recurring fair value measurements

  $
2,990

  $
2,959

  $
22

  $
9

ARS represented the only Level 3 investment held by the Company as of December 31, 2016. During the nine months ended September 30, 2017, we sold our ARS investment. The realized gain on the sale of this investment was not material.

~~Foreign Currency Forward Contracts~~

~~Foreign Currency Forward Contracts Not Designated as Hedges~~

~~At September 30, 2017 and December 31, 2016, we did not have any outstanding foreign currency forward contracts not designated as hedges.~~

~~Foreign Currency Forward Contracts Designated as Hedges (“Cash Flow Hedges”)~~

At September 30, 2017, the gross notional amount of outstanding Cash Flow Hedges was approximately $328 million. The fair value of these contracts, all of which have remaining maturities of 15 months or less, was $10 million of net unrealized losses. At September 30, 2017, we had approximately $6 million of net realized but unrecognized losses recorded within “Accumulated other comprehensive income (loss)” associated with contracts that had settled but were deferred and will be amortized into earnings, along with the associated hedged revenues. Such amounts will be reclassified into earnings within the next 12 months.

At December 31, 2016, the gross notional amount of outstanding Cash Flow Hedges was approximately $346 million. The fair value of these contracts was $22 million of net unrealized gains as of December 31, 2016.

During the ~~three and nine~~six months ended ~~September~~June 30, 2017 and 2016, there was no ineffectiveness relating to our Cash Flow Hedges. The amount of pre-tax net realized gains (losses) associated with these contracts that were reclassified out of “Accumulated other comprehensive income (loss)” and into earnings was not material.

~~Fair Value Measurements on a Non-Recurring Basis~~

We measure the fair value of certain assets on a non-recurring basis, generally annually or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

~~For the three and nine months ended September 30, 2017 and 2016,~~2018, there were no ~~impairment charges related~~significant changes to ~~assets that are measured on a non-recurring basis.~~

7.~~Debt~~

~~Credit Facilities~~

~~At December 31, 2016, we had outstanding term loans “A”~~our accounting policies, except for our adoption of approximately $2.7 billion (the “2016 TLA”) and $250 million available under a revolving credit facility (the “Revolver”) pursuant to a credit agreement executed on October 11, 2013 (as amended thereafter and from time to time, the “Credit Agreement”).

~~On February 3, 2017, we entered into a sixth amendment (the “Sixth Amendment”) to the Credit Agreement. The Sixth Amendment: (i) provided for~~ a new tranche of term loans “A” in an aggregate principal amount of $2.55 billion (the “2017 TLA” and, together with the Revolver, the “Credit Facilities”) and (ii) released each of our subsidiary guarantors from their respective guarantees provided under the Credit Agreement. All proceeds of the 2017 TLA, together with additional cash on hand of $139 million, were used to fully retire the 2016 TLA, including all accrued and unpaid interest thereon. The terms of the 2017 TLA, other than the absence of the subsidiary guarantees, are generally the same as the terms of the 2016 TLA. The fees incurred as a result of the Sixth Amendment were not material. The 2017 TLA will mature on August 23, 2021.

~~At September 30, 2017, the 2017 TLA bore interest at 2.49%. We were in compliance with the terms of the Credit Facilities as of September 30, 2017. To date, we have not drawn on the Revolver.~~

~~During the nine months ended September 30, 2017, we reduced our total outstanding term loan balances by $1.7 billion. This included $139 million of cash used to retire the 2016 TLA,~~revenue accounting standard as discussed above, along with prepayments on the 2017 TLA of $361 million made on February 15, 2017, and $1.2 billion made on May 26, 2017. The May prepayment was made using proceeds from a concurrent issuance of $1.2 billion in notes, as discussed further below. As part of that refinancing, we wrote-off unamortized discount and deferred financing costs of $12 million, which is included in “Interest and other expense (income), net” in the condensed consolidated statement of operations.

~~The prepayments made on our 2017 TLA have satisfied the remaining required quarterly principal repayments for the entire term of the Credit Agreement.~~

Refer to Note 112 contained in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 for ~~further details regarding the Credit Agreement, key terms, and amendments made to the Credit Agreement.~~a summary of our other significant accounting policies.

~~Unsecured Senior Notes~~Adoption of Accounting Standards Codification 606: Revenue from Contracts with Customers

~~At December 31, 2016, we had the following unsecured senior notes outstanding:~~

· $750 million of 6.125% unsecured senior notes due September 2023 that we issued on September 19, 2013 (the “2023 Notes”), in a private offering made in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); and

· $650 million of 2.3% unsecured senior notes due September 2021 (the “Unregistered 2021 Notes”) and $850 million of 3.4% unsecured senior notes due September 2026 (the “Unregistered 2026 Notes”) that we issued on September 19, 2016, in a private offering made in accordance with Rule 144A and Regulation S under the Securities Act.

In connection with the issuance of the Unregistered 2021 Notes and the Unregistered 2026 Notes, we entered into a registration rights agreement (the “Registration Rights Agreement”), among the Company, and the representatives of the initial purchasers of the Unregistered 2021 Notes and the Unregistered 2026 Notes. Under the Registration Rights Agreement, we were required to use commercially reasonable efforts to, within one year of the issue date of the Unregistered 2021 Notes and the Unregistered 2026 Notes, among other things, (1) file a registration statement with respect to an offer to exchange each series of the Unregistered 2021 Notes and the Unregistered 2026 Notes for new notes that were substantially identical in all material respects (except for the provisions relating to the transfer restrictions and payment of additional interest) (the “Exchange Offer”), and (2) cause that registration statement (the “Exchange Offer Registration Statement”) to be declared effective by the SEC under the Securities Act. The Exchange Offer Registration Statement was declared effective by the SEC on April 28, 2017, and we completed the Exchange Offer on June 1, 2017, such that all the Unregistered 2021 Notes and Unregistered 2026 Notes were exchanged for registered 2021 notes (the “2021 Notes”) and registered 2026 notes (the “2026 Notes”).

In addition, on May 26, 2017, in a public underwritten offering, we issued $400 million of 2.6% unsecured senior notes due June 2022 (the “2022 Notes”), $400 million of 3.4% unsecured senior notes due June 2027 (the “2027 Notes”), and $400 million of 4.5% unsecured senior notes due June 2047 (the “2047 Notes”, and together with the 2021 Notes, the 2022 Notes, the 2023 Notes, the 2026 Notes, and the 2027 Notes, the “Notes”), which were outstanding at September 30, 2017.

We may redeem some or all of the 2022 Notes, the 2027 Notes and the 2047 Notes, in whole or in part, at any time on or after May 15, 2022, March 15, 2027, and December 15, 2046, respectively, and in each case at 100% of the aggregate principal amount thereof plus accrued and unpaid interest. In addition, we may redeem some or all of the 2022 Notes, the 2027 Notes, and the 2047 Notes prior to May 15, 2022, March 15, 2027, and December 15, 2046, respectively, and in each case at a price equal to 100% of the aggregate principal amount thereof plus a “make-whole” premium and accrued and unpaid interest.

Upon the occurrence of certain change of control events, we will be required to offer to repurchase the 2022 Notes, the 2027 Notes, and the 2047 Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest. These repurchase requirements are considered clearly and closely related to the 2022 Notes, the 2027 Notes, and the 2047 Notes and were not accounted for separately upon issuance.

The 2022 Notes, the 2027 Notes, and the 2047 Notes contain covenants that place restrictions in certain circumstances on, among other things, the incurrence of secured debt, entry into sale or leaseback transactions, and certain merger or consolidation transactions.

~~The Notes are general senior obligations of the Company and rank~~ ~~pari passu~~ in right of payment to all of the Company’s existing and future senior indebtedness, including the Credit Facilities described above. The Notes are not secured and are effectively subordinated to any of the Company’s existing and future indebtedness that is secured. The Company was in compliance with the terms of each of the Notes as of September 30, 2017.

Interest is payable semi-annually in arrears on March 15 and September 15 of each year for the 2021 Notes, the 2023 Notes, and 2026 Notes, and payable semi-annually in arrears on June 15 and December 15 of each year for the 2022 Notes, the 2027 Notes, and 2047 Notes. Accrued interest payable is recorded within “Accrued expenses and other liabilities” in our condensed consolidated balance sheets. As of September 30, 2017 and December 31, 2016, we had accrued interest payable of $18 million and $25 million, respectively, related to the Notes.

Refer to Note 11 contained in our Annual Report on Form 10-K for the year ended December 31, 2016 for further details regarding our key terms under our indentures that govern the 2021 Notes, the 2023 Notes, and the 2026 Notes.

~~Interest Expense and Financing Costs~~

Fees and discounts associated with the issuance of our debt instruments are recorded as debt discount, which reduces their respective carrying values, and is amortized over their respective terms. Amortization expense is recorded within “Interest and other expense (income), net” in our condensed consolidated statement of operations.

In connection with the May 2017 note issuances, we incurred approximately $20 million of discounts and financing costs that were capitalized and recorded within “Long-term debt, net” in our condensed consolidated balance sheet.

For the three and nine months ended September 30, 2017, interest expense was $39 million and $110 million, respectively; amortization of the debt discount and deferred financing costs was $2 million and $10 million, respectively; and commitment fees for the Revolver were not material. For the three and nine months ended September 30, 2016, interest expense was $50 million and $158 million, respectively; amortization of the debt discount and deferred financing costs was $4 million and $16 million, respectively; and commitment fees for the Revolver were not material.

~~A summary of our debt is as follows (amounts in millions):~~

At September 30, 2017

Gross Carrying
Amount

Unamortized
Discount and
Deferred Financing
Costs

Net Carrying
Amount

2017 TLA

  $
990

  $
(8)

  $
982

2021 Notes

650

(5)

645

2022 Notes

400

(4)

396

2023 Notes

750

(10)

740

2026 Notes

850

(9)

841

2027 Notes

400

(6)

394

2047 Notes

400

(10)

390

Total long-term debt

  $
4,440

  $
(52)

  $
4,388

At December 31, 2016

Gross Carrying
Amount

Unamortized
Discount and
Deferred Financing
Costs

Net Carrying
Amount

2016 TLA

  $
2,690

  $
(27)

  $
2,663

2021 Notes

650

(5)

645

2023 Notes

750

(11)

739

2026 Notes

850

(10)

840

Total long-term debt

  $
4,940

  $
(53)

  $
4,887

~~As of September 30, 2017, the scheduled maturities and contractual principal repayments of our debt for each of the five succeeding years are as follows (amounts in millions):~~

For the year ending December 31,

2017 (remaining three months)

$
—

2018

—

2019

—

2020

—

2021

1,640

Thereafter

2,800

Total

$
4,440

With the exception of the 2023 Notes, using Level 2 inputs (i.e., observable market prices in less-than-active markets), the carrying values of our debt instruments approximated their fair value as of September 30, 2017, as the interest rates are similar to current rates at which we can borrow funds over the selected interest periods. At September 30, 2017, based on Level 2 inputs, the fair value of the 2023 Notes was $804 million.

At December 31, 2016, the carrying value of the 2016 TLA approximated its fair value, based on Level 2 inputs. At December 31, 2016, based on Level 2 inputs, the fair values of the 2021 Notes, 2023 Notes, and 2026 Notes were $635 million, $818 million, and $808 million, respectively.

8.~~Accumulated Other Comprehensive Income (Loss)~~

~~The components of accumulated other comprehensive income (loss) at September 30, 2017 and 2016, were as follows (amounts in millions):~~

For the Nine Months Ended September 30, 2017

Foreign currency
translation
adjustments

Unrealized gain
(loss) on forward
contracts

Unrealized gain
(loss) on available-
for-sale securities

Total

Balance at December 31, 2016

  $
(659)

  $
29

  $
1

  $
(629)

Other comprehensive income (loss) before reclassifications

20

(38)

(2)

(20)

Amounts reclassified from accumulated other comprehensive income (loss) into earnings

16

(7)

(2)

7

Balance at September 30, 2017

  $
(623)

  $
(16)

  $
(3)

  $
(642)

For the Nine Months Ended September 30, 2016

Foreign currency
translation
adjustments

Unrealized gain
(loss) on forward
contracts

Unrealized gain
(loss) on available-
for-sale securities

Total

Balance at December 31, 2015

  $
(630)

  $
(4)

  $
1

  $
(633)

Other comprehensive income (loss) before reclassifications

(20)

(1)

—

(21)

Amounts reclassified from accumulated other comprehensive income (loss) into earnings

—

1

—

1

Balance at September 30, 2016

  $
(650)

  $
(4)

  $
1

  $
(653)

~~Income taxes were not provided for foreign currency translation items as these are considered indefinite investments in non-U.S. subsidiaries.~~

9.~~Operating Segments and Geographic Region~~

Currently, we have three reportable segments. Our operating segments are consistent with the manner in which our operations are reviewed and managed by our Chief Executive Officer, who is our chief operating decision maker (“CODM”). The CODM reviews segment performance exclusive of: the impact of the change in deferred revenues and related cost of revenues with respect to certain of our online-enabled games; share-based compensation expense; amortization of intangible assets as a result of purchase price accounting; fees and other expenses (including legal fees, expenses, and accruals) related to acquisitions, associated integration activities, and financings; certain restructuring costs; and other non-cash charges. The CODM does not review any information regarding total assets on an operating segment basis, and accordingly, no disclosure is made with respect thereto.

Our operating segments are also consistent with our internal organization structure, the way we assess operating performance and allocate resources, and the availability of separate financial information. We do not aggregate operating segments. As discussed in Note 1, commencing with the second quarter of 2017, we made changes to our operating segments which reflect the changes in our organization and reporting structure. Our MLG business, which was previously included in the non-reportable “Other segments,” is now presented within the “Blizzard” reportable operating segment. Prior period amounts have been revised to reflect this change. The change had no impact on consolidated net revenues or operating income.

Information on the reportable segments and reconciliations of total segment net revenues and total segment operating income to consolidated net revenues from external customers and consolidated income before income tax expense for the three and nine months ended September 30, 2017 and 2016, are presented below (amounts in millions):

For the Three Months Ended September 30,

2017

2016

2017

2016

Net revenues

Operating income and income
before income tax expense
Activision

  $
759

  $
377

  $
261

  $
123
Blizzard

531

729

168

316
King

528

459

208

138
Reportable segments total

1,818

1,565

637

577

Reconciliation to consolidated net revenues / consolidated income before income tax expense:

Other segments (1)

84

65

(12)

(2)
Net effect from recognition (deferral) of deferred net revenues and related cost of revenues

(284)

(62)

(132)

(33)
Share-based compensation expense

—

—

(47)

(33)
Amortization of intangible assets

—

—

(187)

(211)
Fees and other expenses related to the King Acquisition (2)

—

—

(3)

(4)
Other non-cash charges (4)

—

—

1

—
Consolidated net revenues / operating income

  $
1,618

  $
1,568

  $
257

  $
294
Interest and other expense (income), net

37

63
Consolidated income before income tax expense

  $
220

  $
231

For the Nine Months Ended September 30,

2017

2016

2017

2016

Net revenues

Operating income and income
before income tax expense
Activision

  $
1,291

  $
1,069

  $
371

  $
309
Blizzard

1,539

1,767

552

730
King

1,482

1,149

538

381
Reportable segments total

4,312

3,985

1,461

1,420

Reconciliation to consolidated net revenues / consolidated income before income tax expense:

Other segments (1)

204

162

(15)

(5)
Net effect from recognition (deferral) of deferred net revenues and related cost of revenues

458

447

370

228
Share-based compensation expense

—

—

(120)

(118)
Amortization of intangible assets

—

—

(571)

(495)
Fees and other expenses related to the King Acquisition (2)

—

—

(12)

(43)
Restructuring costs (3)

—

—

(11)

—
Other non-cash charges (4)

—

—

(14)

—
Consolidated net revenues / operating income

  $
4,974

  $
4,594

  $
1,088

  $
987
Interest and other expense (income), net

121

181
Consolidated income before income tax expense

  $
967

  $
806

~~(1)~~ Includes other income and expenses from operating segments managed outside the reportable segments, including our Studios and Distribution businesses. Also includes unallocated corporate income and expenses.

~~(2)~~ ~~Reflects fees and other expenses, such as legal, banking, and professional services fees, related to the King Acquisition and associated integration activities, inclusive of related debt financings.~~

~~(3)~~ ~~Reflects restructuring charges, primarily severance costs.~~

~~(4)~~ ~~Reflects a non-cash accounting charge to reclassify certain cumulative translation gains (losses) into earnings due to the substantial liquidation of certain of our foreign entities.~~

Geographic information presented below for the three and nine months ended September 30, 2017 and 2016, is based on the location of the paying customer. Net revenues from external customers by geographic region were as follows (amounts in millions):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2017

2016

2017

2016

Net revenues by geographic region:

Americas

  $
798

  $
796

  $
2,586

  $
2,411

EMEA (1)

593

499

1,684

1,528

Asia Pacific

227

273

704

655

Total consolidated net revenues

  $
1,618

  $
1,568

  $
4,974

  $
4,594

~~(1)~~ ~~Consists of the Europe, Middle East, and Africa geographic regions.~~

The Company’s net revenues in the U.S. were 43% of consolidated net revenues for both the three months ended September 30, 2017 and 2016. The Company’s net revenues in the U.K. were 12% and 10% of consolidated net revenues for the three months ended September 30, 2017 and 2016, respectively. No other country’s net revenues exceeded 10% of consolidated net revenues for the three months ended September 30, 2017 or 2016.

The Company’s net revenues in the U.S. were 46% of consolidated net revenues for both the nine months ended September 30, 2017 and 2016. The Company’s net revenues in the U.K. were 10% of consolidated net revenues for both the nine months ended September 30, 2017 and 2016. No other country’s net revenues exceeded 10% of consolidated net revenues for the nine months ended September 30, 2017 or 2016.

~~Net revenues by platform were as follows (amounts in millions):~~

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2017

2016

2017

2016

Net revenues by platform:

Console

  $
527

  $
452

  $
1,710

  $
1,867

PC

461

609

1,534

1,421

Mobile and ancillary (1)

534

440

1,502

1,137

Other (2)

96

67

228

169

Total consolidated net revenues

  $
1,618

  $
1,568

  $
4,974

  $
4,594

~~(1)~~ Net revenues from “Mobile and ancillary” include revenues from mobile devices, as well as non-platform specific game-related revenues, such as standalone sales of toys and accessories from our Skylanders franchise and other physical merchandise and accessories.

~~(2)~~ ~~Net revenues from “Other” include revenues from our Studios and Distribution businesses, as well as revenues from MLG.~~

~~Long-lived assets by geographic region at September 30, 2017 and December 31, 2016, were as follows (amounts in millions):~~

At September 30, 2017

At December 31, 2016

Long-lived assets (1) by geographic region:

Americas

  $
160

  $
154

EMEA

77

87

Asia Pacific

17

17

Total long-lived assets by geographic region

  $
254

  $
258

~~(1)~~ The only long-lived assets that we classify by region are our long-term tangible fixed assets, which consist of property, plant, and equipment assets; all other long-term assets are not allocated by location.

~~10.~~~~Income Taxes~~

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~~The Company accounts for its provision for income taxes in accordance with ASC 740,~~ ~~Income Taxes~~, which requires an estimate of the annual effective tax rate for the full year to be applied to the interim period, taking into account year-to-date amounts and projected results for the full year. The provision for income taxes represents federal, foreign, state, and local income taxes. Our effective tax rate differs from the statutory U.S. income tax rate due to the effect of state and local income taxes, tax rates in foreign jurisdictions, and certain nondeductible expenses. Our effective tax rate could fluctuate significantly from quarter to quarter based on recurring and nonrecurring factors including, but not limited to: variations in the estimated and actual level of pre-tax income or loss by jurisdiction; changes in the mix of income by tax jurisdiction (as taxes are levied at relatively lower statutory rates in foreign regions and relatively higher statutory rates in the U.S.); research and development credits; changes in enacted tax laws and regulations, rulings, and interpretations thereof, including with respect to tax credits and state and local income taxes; developments in tax audits and other matters; recognition of excess tax benefits and tax deficiencies from share-based payments; and certain nondeductible expenses. Changes in judgment from the evaluation of new information resulting in the recognition, derecognition, or remeasurement of a tax position taken in a prior annual period are recognized separately in the quarter of the change.

The income tax expense of $32 million for the three months ended September 30, 2017, reflects an effective tax rate of 15%, which is higher than the effective tax rate of 14% for the three months ended September 30, 2016. The increase is due to lower discrete tax benefits recognized in the current quarter, partially offset by higher excess tax benefits from share-based payments.

The income tax expense of $109 million for the nine months ended September 30, 2017, reflects an effective tax rate of 11%, which is lower than the effective tax rate of 12% for the nine months ended September 30, 2016. The decrease is due to higher excess tax benefits from share-based payments in the current period, partially offset by lower discrete tax benefits, primarily related to an audit settlement recognized in the prior period.

The effective tax rate of 15% and 11% for the three and nine months ended September 30, 2017, respectively, is lower than the U.S. statutory rate of 35%, primarily due to foreign earnings taxed at lower statutory rates, the recognition of excess tax benefits from share-based payments, and the recognition of federal and California research and development credits, partially offset by an increase of reserves for uncertain tax positions.

The Internal Revenue Service (“IRS”) is currently examining Activision Blizzard’s federal tax returns for the 2009, 2010, and 2011 tax years. During the second quarter of 2015, the Company transitioned the review of its transfer pricing methodology from the advanced pricing agreement review process to the IRS examination team. Their review could result in a different allocation of profits and losses under the Company’s transfer pricing agreements. Such allocation could have a positive or negative impact on our provision for uncertain tax positions for the period in which such a determination is reached and the relevant periods thereafter. The Company also has several state level and non-U.S. audits pending.

As part of purchase price accounting for the King Acquisition, the Company assumed $74 million of uncertain tax positions, primarily related to the transfer pricing on King tax years occurring prior to the King Acquisition. The Company is currently in negotiations with the relevant jurisdictions and taxing authorities with respect to King’s transfer pricing, which could result in a different allocation of profits and losses between the relevant jurisdictions.

Vivendi Games’ results for the period from January 1, 2008 through July 9, 2008, are included in the consolidated federal and certain foreign state and local income tax returns filed by Vivendi or its affiliates, while Vivendi Games’ results for the period from July 10, 2008 through December 31, 2008, are included in the consolidated federal and certain foreign, state and local income tax returns filed by Activision Blizzard. IRS Appeals proceedings concerning Vivendi Games’ tax return for the 2008 tax year were concluded during July 2016, but that year remains open to examination by other major taxing authorities. The resolution of the 2008 IRS Appeals process did not have a material impact to the Company’s condensed consolidated financial statements.

Certain of our subsidiaries are under examination or investigation or may be subject to examination or investigation by tax authorities in various jurisdictions, including France. These proceedings may lead to adjustments or proposed adjustments to our taxes or provisions for uncertain tax positions. Such proceedings may have a material adverse effect on the Company’s consolidated financial position, liquidity, or results of operations in the period or periods in which the matters are resolved or in which appropriate tax provisions are taken into account in our financial statements. If we were to receive a materially adverse assessment from a taxing jurisdiction, we would plan to vigorously contest it and consider all of our options, including the pursuit of judicial remedies.

The final resolution of the Company’s global tax disputes is uncertain. There is significant judgment required in the analysis of disputes, including the probability determination and estimation of the potential exposure. Based on current information, in the opinion of the Company’s management, the ultimate resolution of these matters is not expected to have a material adverse effect on the Company’s consolidated financial position, liquidity, or results of operations, except as noted above.

~~11.~~~~Computation of Basic/Diluted Earnings Per Common Share~~

~~The following table sets forth the computation of basic and diluted earnings per common share (amounts in millions, except per share data):~~

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2017

2016

2017

2016

Numerator:

Consolidated net income

  $
188

  $
199

  $
858

  $
713

Less: Distributed earnings to unvested share-based awards that participate in earnings

—

—

—

(2)

Less: Undistributed earnings allocated to unvested share-based awards that participate in earnings

—

(1)

—

(2)

Numerator for basic and diluted earnings per common share—income available to common shareholders

  $
188

  $
198

  $
858

  $
709

Denominator:

Denominator for basic earnings per common share—weighted-average common shares outstanding

755

742

753

739

Effect of potential dilutive common shares under the treasury stock method:

Employee stock options and awards

11

14

11

14

Denominator for diluted earnings per common share—weighted-average common shares outstanding plus dilutive common shares under the treasury stock method

766

756

764

753

Basic earnings per common share

  $
0.25

  $
0.27

  $
1.14

  $
0.96

Diluted earnings per common share

  $
0.25

  $
0.26

  $
1.12

  $
0.94

Certain of our unvested restricted stock units meet the definition of participating securities as they participate in earnings based on their rights to dividends or dividend equivalents. Therefore, we are required to use the two-class method in our computation of basic and diluted earnings per common share. For both the three and nine months ended September 30, 2017, on a weighted-average basis, we had outstanding unvested restricted stock units of less than 1 million shares of common stock that are participating in earnings. For the three and nine months ended September 30, 2016, on a weighted-average basis, we had outstanding unvested restricted stock units of 2 million and 3 million shares of common stock, respectively, that participated in earnings.

The vesting of certain of our employee-related restricted stock units and options are contingent upon the satisfaction of pre-defined performance measures. The shares underlying these equity awards are included in the weighted-average dilutive common shares only if the performance measures are met as of the end of the reporting period. Approximately 9 million and 8 million shares are not included in the computation of diluted earnings per share for the three and nine months ended September 30, 2017, respectively, as their respective performance measures had not yet been met. Approximately 10 million shares are not included in the computation of diluted earnings per share for both the three and nine months ended September 30, 2016, as their respective performance measures had not yet been met.

Potential common shares are not included in the denominator of the diluted earnings per common share calculation when the inclusion of such shares would be anti-dilutive. Therefore, approximately 1 million options to acquire shares of common stock were not included in the calculation of diluted earnings per common share for both the three and nine months ended September 30, 2017, and 1 million and 4 million options to acquire shares of common stock were not included in the calculation of diluted earnings per common share for the three and nine months ended September 30, 2016, respectively, as the effect of their inclusion would be anti-dilutive.

~~12.~~~~Capital Transactions~~

~~Repurchase Program~~

On February 2, 2017, our Board of Directors authorized a stock repurchase program under which we are authorized to repurchase up to $1 billion of our common stock during the two-year period from February 13, 2017 through February 12, 2019. As of September 30, 2017, we have not repurchased any shares under this program.

~~Dividends~~

On February 2, 2017, our Board of Directors approved a cash dividend of $0.30 per common share. On May 10, 2017, we made an aggregate cash dividend payment of $226 million to shareholders of record at the close of business on March 30, 2017. On May 26, 2017, we made related dividend equivalent payments of less than $1 million to certain holders of restricted stock units.

On February 2, 2016, our Board of Directors declared a cash dividend of $0.26 per common share. On May 11, 2016, we made an aggregate cash dividend payment of $192 million to shareholders of record at the close of business on March 30, 2016. On May 27, 2016, we made related dividend equivalent payments of $3 million to certain holders of restricted stock units.

~~13.~~~~Commitments and Contingencies~~

~~Legal Proceedings~~

We are party to routine claims, suits, investigations, audits, and other proceedings arising from the ordinary course of business, including with respect to intellectual property rights, contractual claims, labor and employment matters, regulatory matters, tax matters, unclaimed property matters, compliance matters, and collection matters. In the opinion of management, after consultation with legal counsel, such routine claims and lawsuits are not significant and we do not expect them to have a material adverse effect on our business, financial condition, results of operations, or liquidity.

~~14.~~~~Acquisitions~~

~~King Digital Entertainment~~

On February 23, 2016, we completed the King Acquisition, purchasing all of King’s outstanding shares. As a result, King became a wholly-owned subsidiary of Activision Blizzard. King is a leading global developer and publisher of interactive entertainment content and services, particularly on mobile platforms, such as Android and iOS, and on online and social platforms, such as Facebook and the king.com websites. King’s results of operations since the King Closing Date are included in our condensed consolidated financial statements.

We made this acquisition because we believe that the addition of King’s highly-complementary mobile business positions us as a global leader in interactive entertainment across console, PC, and mobile platforms, as well as positioning us for future growth.

The aggregate purchase price of the King Acquisition was approximately $5.8 billion, which was paid on the King Closing Date and funded primarily with $3.6 billion of existing cash and $2.2 billion of cash from new debt issued by the Company. We identified and recorded assets acquired and liabilities assumed at their estimated fair values at the King Closing Date and allocated the remaining value of approximately $2.7 billion to goodwill.

~~The final purchase price allocation was as follows (amounts in millions):~~

	~~February 23, 2016~~		~~Estimated useful lives~~
~~Tangible assets and liabilities assumed:~~
~~Cash and cash equivalents~~	$	~~1,151~~
~~Accounts receivable~~	~~162~~
~~Other current assets~~	72
~~Property and equipment~~	57		~~2 - 7 years~~
~~Deferred income tax assets, net~~	27
~~Other assets~~	47
~~Accounts payable~~	~~(9)~~
~~Accrued expenses and other liabilities~~	~~(272)~~
~~Other liabilities~~	~~(110)~~
~~Deferred income tax liabilities, net~~	~~(52)~~
~~Intangible assets~~
~~Internally-developed franchises~~	~~845~~		~~3 - 5 years~~
~~Customer base~~	~~609~~		~~2 years~~
~~Developed software~~	~~580~~		~~3 - 4 years~~
~~Trade name~~	46		~~7 years~~
~~Goodwill~~	~~2,675~~
~~Total purchase price~~	$	~~5,828~~

During the nine months ended September 30, 2016, the Company incurred $38 million of expenses related to the King Acquisition, which are included within “General and administrative” in the condensed consolidated statements of operations. In connection with the debt financing that occurred on the King Closing Date, we incurred $38 million of discounts and financing costs that were capitalized and recorded within “Long-term debt, net” on our condensed consolidated balance sheet.

~~Share-Based Compensation~~

In connection with the King Acquisition, a majority of the outstanding King options and awards that were unvested as of the King Closing Date were converted into equivalent options and awards with respect to shares of the Company’s common stock, using an equity award exchange ratio calculated in accordance with the transaction agreement. As a result, replacement stock options and equity awards of 10 million and 3 million, respectively, were issued. The portion of the fair value related to pre-combination services of $76 million was included in the purchase price, while the remaining fair value will be recognized over the remaining service periods. As of December 31, 2016, the future expense for the converted King unvested stock options and equity awards was approximately $40 million, which will be recognized over a weighted average service period of approximately 1.6 years.

The remaining portion of outstanding unvested awards that were assumed were replaced with deferred cash awards. The cash proceeds were placed in an escrow-like account, with the cash releases occurring as future services are rendered in accordance with the awards’ original vesting schedules. The cash associated with these awards is recorded in “Other current assets” and “Other assets” in our condensed consolidated balance sheet. The portion of the fair value related to pre-combination services of $22 million was included in the purchase price while the remaining fair value of approximately $9 million will be recognized over the remaining service periods.

~~Identifiable Intangible Assets Acquired and Goodwill~~

The internally-developed franchises, customer base, developed software, and trade name intangible assets will be amortized to “Cost of revenues—subscription, licensing, and other revenues: Software royalties, amortization, and intellectual property licenses,” “Sales and marketing,” “Cost of revenues—subscription, licensing, and other revenues: Software royalties, amortization, and intellectual property licenses,” and “General and administrative,” respectively. The intangible assets will be amortized over their estimated useful lives in proportion to the economic benefits received.

The $2.7 billion of goodwill recognized is primarily attributable to the benefits the Company expects to derive from accelerated expansion as an interactive entertainment provider in the mobile sector, future franchises, and technology, as well as the management team’s proven ability to create future games and franchises. Approximately $620 million of the goodwill is expected to be deductible for tax purposes in the U.S.

~~King Net Revenue and Earnings~~

The amount of net revenue and earnings attributable to King in the Company’s condensed consolidated statement of operations during the three and nine months ended September 30, 2016, the period of the King Acquisition, are included in the table below. The amounts presented represent the net revenues and earnings after adjustments for purchase price accounting, inclusive of amortization of intangible assets, share-based payments, and deferral of revenues and related cost of revenues.

(in millions)

For the Three Months Ended
September 30, 2016

For the Nine Months Ended
September 30, 2016

Net revenues

  $
447

  $
1,088

Net loss

  $
(72)

  $
(171)

~~Pro Forma Financial Information~~

The unaudited financial information in the table below summarizes the combined results of operations of the Company and King for the nine months ended September 30, 2016, on a pro forma basis, as though the acquisition had occurred on January 1, 2015. The 2016 pro forma financial information presented includes the effects of adjustments related to amortization charges from acquired intangible assets, employee compensation from replacement equity awards issued in the King Acquisition and the profit-sharing bonus plan established as part of the King Acquisition, and interest expense from the new debt, among other adjustments. We also adjusted for Activision Blizzard and King non-recurring acquisition related costs of approximately $69 million for the nine months ended September 30, 2016.

The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the King Acquisition, and any borrowings undertaken to finance the King Acquisition, had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results.

(in millions)

For the Three Months Ended
September 30, 2016

For the Nine Months Ended
September 30, 2016

Net revenues

  $
1,568

  $
4,873

Net income

  $
218

  $
739

Basic earnings per common share

  $
0.29

  $
0.99

Diluted earnings per common share

  $
0.29

  $
0.97

~~15.~~~~Recently Issued Accounting Pronouncements~~

~~Recently Adopted Accounting Pronouncements~~

~~Inventory~~

In July 2015, the FASB issued new guidance related to the measurement of inventory which requires inventory within the scope of the guidance to be measured at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted this new standard as of January 1, 2017, and applied it prospectively. The adoption of this guidance did not have a material impact on our financial statements.

~~Recent Accounting Pronouncements Not Yet Adopted~~

~~Revenue Recognition~~

In May 2014, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued new accounting guidance related to revenue recognition. The new standard ~~will replace~~replaces all current U.S. GAAP guidance on this topic and ~~eliminate~~eliminates all industry-specific guidance, providing a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. ~~This guidance will be effective for fiscal years and interim periods within those years beginning after December 15, 2017. We anticipate adopting the accounting standard on~~On January 1, 2018, we adopted the new accounting standard and related amendments (collectively, the “new revenue accounting standard”). As a result, we have updated our significant accounting policy disclosure for revenue recognition herein. Refer to Note 3 for the impact of adoption on our condensed consolidated financial statements.

Revenue Recognition

We generate revenue primarily through the sale of our interactive entertainment content and services, principally for console, PC, and mobile devices, as well as through the licensing of our intellectual property. Our products span various genres, including first-person shooter, action/adventure, role-playing, strategy, and “match three,” among others. We primarily offer the following products and services:

· full games, which typically provide access to main game content, primarily for console or PC;

· downloadable content, which provides players with additional in-game content to purchase following the purchase of a full game;

· microtransactions, which typically provide relatively small pieces of additional in-game content or enhancements to gameplay; and

· subscriptions to players in our World of Warcraft franchise, which provide continual access to the game content.

When control of the promised products and services is transferred to our customers, we recognize revenue in the amount that reflects the consideration we expect to receive in exchange for these products and services.

We determine revenue recognition by:

· identifying the contract, or contracts, with a customer;

· identifying the performance obligations in the contract;

· determining the transaction price;

· allocating the transaction price to performance obligations in the contract; and

· recognizing revenue when, or as, we satisfy performance obligations by transferring the promised goods or services.

Certain products are sold to customers with a “street date” (which is the earliest date these products may be sold by retailers). For these products, we recognize revenues on the later of the street date and the date the product is sold to our customer. For digital full-game downloads sold to customers, we recognize revenue when it is available for download or is activated for gameplay. Revenues are recorded net of taxes assessed by governmental authorities that are imposed at the time of the specific revenue-producing transaction between us and our customer, such as sales and value-added taxes.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment immediately upon purchase or within 30 to 90 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to our customer and payment for that product or service will be one year or less.

Product Sales

Product sales consist of sales of our games, including physical products and digital full-game downloads. We recognize revenues from the sale of our products after both (1) control of the products has been transferred to our customers and (2) underlying performance obligations have been satisfied.

Revenues from product sales are recognized after deducting the estimated allowance for returns and price protection, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Returns and price protection are estimated at contract inception and updated at the end of each reporting period as additional information becomes available.

Sales incentives and other consideration given by us to our customers, such as rebates and product placement fees, are considered adjustments of the transaction price of our products and are reflected as reductions to revenues. Sales incentives and other consideration that represent costs incurred by us for distinct goods or services received, such as the appearance of our products in a customer’s national circular ad, are recorded as “Sales and marketing” expense when the benefit from the sales incentive is separable from sales to the same customer and we can reasonably estimate the fair value of the good or service.

Products with Online Functionality

For our software products that include both offline functionality (i.e., do not require an Internet connection to access) and significant online functionality, such as titles for the Call of Duty franchise, we evaluate whether the license of our intellectual property and the online functionality are distinct and separable. This evaluation is performed for each software product or product add-on, including downloadable content. If we determine that our software products contain a license of intellectual property separate from the online functionality, we consider market conditions and other observable inputs to estimate the transaction price for the license, since we do not generally sell the software license on a standalone basis. These products may be sold in a bundle with other products and services, which often results in the recognition of additional performance obligations.

We recognize revenue for arrangements that include both a license of intellectual property and separate online functionality when control of the license transfers to our customers for the portion of the transaction price allocable to the license and ratably over the estimated service period for the portion of the transaction price allocable to the online functionality. Similarly, we defer a portion of the cost of revenues on these arrangements and recognize the costs as the related revenues are recognized. The cost of revenues that are deferred include product costs, distribution costs, and software royalties, amortization, and intellectual property licenses, and excludes intangible asset amortization.

Online Hosted Software Arrangements

For our online hosted software arrangements, such as titles for the Destiny, Overwatch, World of Warcraft, and Candy Crush franchises, substantially all gameplay and functionality are obtained through our continuous hosting of the game content for the player. Similar to our software products with online functionality, these arrangements may include other products and services, which often results in the recognition of additional performance obligations. Revenues related to online hosted software arrangements are generally recognized ratably over the estimated service period.

Subscription Arrangements

Subscription revenue arrangements are mostly derived from World of Warcraft, which is playable through Blizzard’s servers and is generally sold on a subscription-only basis. For World of Warcraft, after the first month of free usage that is included with the initial purchase of World of Warcraft software, the World of Warcraft end user may enter into a subscription agreement for additional future access. Revenues associated with the sales of subscriptions via initial software purchases and standalone subscriptions sales are deferred until the subscription service is activated by the consumer and are then recognized ratably over the subscription period as the performance obligations are satisfied.

Revenues attributable to the initial purchase of World of Warcraft software by our customers and related sales of expansion packs are classified as “Product sales,” whereas revenues attributable to subscriptions and other in-game revenues are classified as “Subscription, licensing, and other revenues.”

Licensing Revenues

In certain countries, we utilize third-party licensees to distribute and host our games in accordance with license agreements, for which the licensees typically pay us a fixed minimum guarantee and sales-based royalties. These arrangements typically include multiple performance obligations, such as an upfront license of intellectual property and rights to specified or unspecified future updates. Our estimate of the selling price is comprised of several factors including, but not limited to, prior selling prices, prices charged separately by other third-party vendors for similar service offerings, and a cost-plus-margin approach. Based on the allocated transaction price, we recognize revenue associated with the minimum guarantee when we transfer control of the upfront license of intellectual property and/or upon transfer of control of future specified updates and ratably over the contractual term in which we provide the customer with unspecified future updates. Royalty payments in excess of the minimum guarantee are generally recognized when the licensed product is sold by the licensee.

Other Revenues

Other revenues primarily include revenues from downloadable content (e.g., multi-player content packs), microtransactions, and licensing of intellectual property other than software to third-parties.

Microtransaction revenues are derived from the sale of virtual currencies and goods to our players to enhance their gameplay experience. Proceeds from these sales of virtual currencies and goods are initially recorded in deferred revenue. Proceeds from the sales of virtual currencies are recognized as revenues when a player uses the virtual goods purchased with a virtual currency. Proceeds from the sales of virtual goods directly are similarly recognized as revenues when a player uses the virtual goods. We categorize our virtual goods as either “consumable” or “durable”. Consumable virtual goods represent goods that can be consumed by a specific player action; accordingly, we recognize revenues from the sale of consumable virtual goods as the goods are consumed and our performance obligation is satisfied. Durable virtual goods represent goods that are accessible to the player over an extended period of time; accordingly, we recognize revenues from the sale of durable virtual goods ratably over the period of time the goods are available to the player and our performance obligation is satisfied, which is generally the estimated service period.

Revenues from the licensing of intellectual property other than software to third parties primarily include the licensing of our (1) brand, logo, or franchise to customers and (2) media content. Fixed fee payments from customers for the license of our brand or franchise are generally recognized over the license term. Fixed fee payments from customers for the license of our media content are generally recognized when control has transferred to the customer, which may be upfront or over time.

Significant Judgment around Revenue Arrangements with Multiple Deliverables

Our contracts with customers often include promises to transfer multiple products and services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Certain of our games, such as titles in the Call of Duty franchise, may contain a license of our intellectual property to play the game offline, but also depend on a significant level of integration and interdependency with the online functionality. In these cases, significant judgment is required to determine whether this license of our intellectual property should be considered distinct and accounted for separately, or not distinct and accounted for together with the online functionality provided and recognized over time. Generally, for titles in which the software license is functional without the online functionality and a significant component of gameplay is available offline, we believe we have separate performance obligations for the license of the intellectual property and the online functionality.

Significant judgment is also required to determine the standalone selling price for each distinct performance obligation and to determine whether there is a discount that needs to be allocated based on the relative standalone selling price of the various products and services. To estimate the standalone selling price we consider market data, including our pricing strategies for the product being evaluated and other similar products we may offer, competitor pricing to the extent data is available, and costs to determine whether the estimated selling price yields an appropriate profit margin.

Estimated Service Period

We consider a variety of data points when determining the estimated service period for players of our games, including the weighted average number of days between players’ first and last days played online, the average total hours played, the average number of days in which player activity stabilizes, and the weighted-average number of days between players’ first purchase date and last date played online. We also consider known online trends, the service periods of our previously released games, and, to the extent publicly available, the service periods of our competitors’ games that are similar in nature to ours. We believe this provides a reasonable depiction of the transfer of services to our customers, as it is the best representation of the time period during which our customers play our games. Determining the estimated service period is subjective and requires management’s judgment. Future usage patterns may differ from historical usage patterns, and therefore the estimated service period may change in the future. The estimated service periods for players of our current games are generally less than 12 months.

Principal Agent Considerations

We evaluate sales of our products and content via third-party digital storefronts, such as Microsoft Corporation’s (“Microsoft”) Xbox Games Store, Sony Interactive Entertainment Inc.’s (“Sony”) PSN, Apple App Store, and the Google Play Store, to determine whether revenues should be reported gross or net of fees retained by the storefront. Key indicators that we evaluate in determining gross versus net treatment include, but are not limited to, the following:

· which party is primarily responsible for fulfilling the promise to provide the specified good or service; and

· which party has discretion in establishing the price for the specified good or service.

Based on our evaluation of the above indicators, we report revenues on a gross basis for sales arrangements via Apple App Store and Google Play Store, and we report revenues on a net basis (i.e., net of fees retained by the digital storefront) for sales arrangements via Microsoft’s Xbox Games Store and Sony’s PSN.

Contract Balances

We generally record a receivable related to revenue when we have an unconditional right to invoice and receive payment, and record deferred revenue when cash payments are received or due in advance of our performance, even if amounts are refundable.

The allowance for doubtful accounts reflects our best estimate of probable losses inherent in our accounts receivable balance. 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 affect management’s estimates in establishing our allowance for doubtful accounts.

Deferred revenue is comprised primarily of unearned revenue related to the sale of products with online functionality or online hosted arrangements. These sales are typically invoiced and collected on at the beginning of the contract period, and revenue is recognized ratably over the estimated service period. Deferred revenue also includes payments for: product sales pending delivery or activation; subscription revenues; licensing revenues with fixed minimum guarantees; and other revenues for which we have been paid in advance and earn the revenue when we transfer control of the product or service.

Refer to Note 9 for further information, including changes in deferred revenue during the period.

Assets Recognized from Costs to Obtain a Contract with a Customer

We apply the practical expedient to expense costs, as incurred, to obtain a contract with a customer when the amortization period would have been one year or less for certain similar contracts in which commissions are paid to internal personnel or third parties. We believe application of the practical expedient has a limited effect on the amount and timing of cost recognition. Total capitalized costs to obtain a contract were immaterial as of June 30, 2018.

Allowances for Returns and Price Protection

We closely monitor and analyze the historical performance of our various titles, the performance of products released by other publishers, market conditions, and the anticipated timing of other releases to assess future demand of current and upcoming titles. Initial volumes shipped upon title launch and subsequent reorders are evaluated with the goal of ensuring that quantities are sufficient to meet the demand from the retail markets, but at the same time are controlled to prevent excess inventory in the channel. We benchmark units to be shipped to our customers using historical and industry data.

We may permit product returns from, or grant price protection to, our customers under certain conditions. In general, price protection refers to the circumstances in which we elect to decrease, on a short- or longer-term basis, the wholesale price of a product by a certain amount and, when granted and applicable, allow customers a credit against amounts owed by such customers to us with respect to open and/or future invoices. The conditions our customers must meet to be granted the right to return products or receive price protection credits include, among other things, compliance with applicable trading and payment terms and consistent return of inventory and delivery of sell-through reports to us. We may also consider other factors, including achievement of sell-through performance targets in certain instances, the facilitation of slow-moving inventory, and other market factors.

Significant management judgments and estimates with respect to potential future product returns and price protection related to current period product revenues must be made and used when establishing the allowance for returns and price protection in any accounting period. We estimate the amount of future returns and price protection for current period product revenues utilizing historical experience and information regarding inventory levels and the demand and acceptance of our products by the end consumer, and record revenue for the transferred products in the amount of consideration to which we expect to be entitled to. 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 franchise; console hardware life cycle; sales force and retail customer feedback; industry pricing; future pricing assumptions; weeks of on-hand retail channel inventory; absolute quantity of on-hand retail channel inventory; our warehouse on-hand inventory levels; the title’s recent sell-through history (if available); marketing trade programs; and the performance of competing titles. The relative importance of these factors varies among titles depending upon, among other things, genre, platform, seasonality, and sales strategy.

Based upon historical experience, we believe that our estimates are reasonable. 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. There may be material differences in the amount and timing of our revenues for any period if factors or market conditions change or if matters resolve in a manner that is inconsistent with management’s assumptions utilized in determining the allowances for returns and price protection.

Shipping and Handling

Shipping and handling costs consist primarily of packaging and transportation charges incurred to move finished goods to customers. We recognize all shipping and handling costs as an expense in “Cost of revenues-product costs,” including those incurred when control of the product has already transferred to the customer.

3.Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Revenue Recognition

As noted in Note 2 above, we adopted the new revenue accounting standard effective January 1, 2018, utilizing the modified retrospective ~~method, which recognizes~~method. Additionally, we elected to apply the new revenue accounting standard only to contracts not completed as of the adoption date. For contracts that were modified before the period of adoption, we elected to reflect the aggregate effect of all modifications when (1) identifying the satisfied and unsatisfied performance obligations, (2) determining the transaction price, and (3) allocating the transaction price to the satisfied and unsatisfied performance obligations. We recognized the cumulative effect ~~upon adoption~~of initially applying the new revenue accounting standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The cumulative effect adjustment recorded to our retained earnings was $88 million (see our condensed consolidated statements of changes in shareholders’ equity) and included the impact from the following adjustments to our condensed consolidated balance sheet at ~~the adoption date.~~January 1, 2018 (amounts in millions):

Condensed Consolidated Balance Sheet:	Balance at December 31, 2017		Adjustments due to adoption of new revenue accounting standard		Balance at January 1, 2018
Assets
Accounts receivable, net	$	918	$	3	$	921
Software development	367		(20)		347
Other current assets	476		(35)		441
Deferred income taxes, net	459		(32)		427
Other assets	440		4		444

Liabilities and Shareholders’ Equity
Deferred revenues	$	1,929	$	(194)	$	1,735
Other liabilities	1,132		23		1,155
Shareholders’ equity	9,462		91		9,553

~~We believe the adoption~~

The most significant impacts of the new revenue ~~recognition~~accounting standard ~~may have a significant impact in the following areas:~~for us are:

· The accounting for our sales of our games with significant online functionality for which we do not have vendor-specific objective evidence (“VSOE”) for unspecified future updates and ongoing online services provided. Under the ~~current~~prior accounting standards, VSOE for undelivered elements iswas required. This requirement ~~will be~~was eliminated under the new revenue accounting standard. Accordingly, we ~~will be~~are required to recognize as revenue a portion of the sales price upon delivery of ~~the~~this software, as compared to ~~the current requirement of~~ recognizing the entire sales price ratably over an estimated service ~~period. We expect this~~period as previously required. This difference toin accounting primarily ~~impact~~impacted revenues from our Call of Duty ~~franchise.~~franchise, where approximately 20% of the sales price is now recognized as revenue upon delivery of the games to our customers. The amount of revenue recognized upon delivery of games to our customers is analyzed on a title-by-title basis and may change in the future. For example, we expect the entire sales price from our upcoming Call of Duty: Black Ops 4 release to be recognized ratably over an estimated service period, as the gameplay will have an increased focus towards the online competitive and cooperative game modes with no single-player campaign mode. Many of our other franchises, such as Destiny, Overwatch, World of Warcraft, and Candy Crush, are online hosted ~~service~~ arrangements, and ~~we do not expect any significant impact on~~ the accounting for our sales of these ~~games.~~games under the new standard is relatively unchanged; and

· The accounting for certain of our software licensing arrangements. While the ~~impacts~~impact of the new revenue accounting standard may differ on a contract-by-contract basis ~~(the~~(as the actual revenue recognition treatment required under the standard will depend on contract-specific terms), ~~we expect that~~ the new revenue accounting standard ~~will~~ generally ~~result~~results in earlier revenue recognition for these arrangements.

We are continuing to evaluate the additional impacts this new accounting guidance may have on our financial statements and related disclosures, including the impacts of these changes to our processes and internal controls. We expect that the new disclosure requirements will require us to design and implement additional internal controls over financial reporting.

~~Leases~~

In February 2016, the FASB issued new guidance related to the accounting for leases. The new standard will replace all current U.S. GAAP guidance on this topic. The new standard, among other things, requires a lessee to classify a lease as either an operating or financing lease, and lessees will need to recognize a lease liability and a right-of-use asset for their leases. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment for initial direct costs, lease incentives received, and any prepaid lease payments. Operating leases will result in a straight-line expense pattern, while finance leases will result in a front-loaded expense pattern. Classification will be based on criteria that are largely similar to those applied in current lease accounting. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and will require applicationAdoption of the new ~~guidance at~~revenue accounting standard impacted our condensed consolidated statement of operations for the ~~beginning~~three and six months ended June 30, 2018, and our condensed consolidated balance sheet as of June 30, 2018 as follows (in millions, except per share data):

	For the Three Months Ended June 30, 2018
Condensed Consolidated Statement of Operations:	Under new revenue accounting standard		Under old revenue accounting standards		Increase (decrease) due to adoption of new revenue accounting standard
Net revenues
Product sales	$	464	$	522	$	(58)
Subscription, licensing, and other revenues	1,177		1,181		(4)
Total net revenues	1,641		1,703		(62)

Costs and expenses
Cost of revenues—product sales:
Product costs	126		136		(10)
Software royalties, amortization, and intellectual property licenses	49		55		(6)
Cost of revenues—subscription, licensing, and other revenues:
Game operations and distribution costs	250		251		(1)
Software royalties, amortization, and intellectual property licenses	85		85		—
Product development	255		255		—
Sales and marketing	226		225		1
General and administrative	216		217		(1)
Total costs and expenses	1,207		1,224		(17)

Operating income	434		479		(45)
Interest and other expense (income), net	26		26		—
Income before income tax expense	408		453		(45)
Income tax expense	6		17		(11)
Net income	$	402	$	436	$	(34)

Earnings per common share
Basic	$	0.53	$	0.57	$	(0.04)
Diluted	$	0.52	$	0.57	$	(0.05)

	For the Six Months Ended June 30, 2018
Condensed Consolidated Statement of Operations:	Under new revenue accounting standard		Under old revenue accounting standards		Increase (decrease) due to adoption of new revenue accounting standard
Net revenues
Product sales	$	1,184	$	1,324	$	(140)
Subscription, licensing, and other revenues	2,423		2,419		4
Total net revenues	3,607		3,743		(136)

Costs and expenses
Cost of revenues—product sales:
Product costs	289		312		(23)
Software royalties, amortization, and intellectual property licenses	194		209		(15)
Cost of revenues—subscription, licensing, and other revenues:
Game operations and distribution costs	521		521		—
Software royalties, amortization, and intellectual property licenses	169		169		—
Product development	513		513		—
Sales and marketing	477		476		1
General and administrative	415		415		—
Total costs and expenses	2,578		2,615		(37)

Operating income	1,029		1,128		(99)
Interest and other expense (income), net	54		54		—
Income before income tax expense	975		1,074		(99)
Income tax expense	73		96		(23)
Net income	$	902	$	978	$	(76)

Earnings per common share
Basic	$	1.19	$	1.29	$	(0.10)
Diluted	$	1.17	$	1.27	$	(0.10)

	At June 30, 2018
Condensed Consolidated Balance Sheet:	Under new revenue accounting standard		Under old revenue accounting standards		Increase (decrease) due to adoption of new revenue accounting standard
Assets
Accounts receivable, net	$	418	$	414	$	4
Software development	320		326		(6)
Other current assets	503		515		(12)
Deferred income taxes, net	324		340		(16)
Other assets	415		412		3

Liabilities and Shareholders’ Equity
Deferred revenues	$	832	$	872	$	(40)
Accrued expenses and other liabilities	1,061		1,069		(8)
Other liabilities	1,145		1,139		6
Shareholders’ equity	10,346		10,331		15

Adoption of the ~~earliest comparative period presented. We are evaluating the~~new revenue accounting standard had no impact to net cash from or used in operating, investing, or financing activities in our condensed consolidated statement of ~~this new accounting guidance on our financial statements. Currently, we do not plan to early adopt this new standard.~~cash flows.

Financial Instruments

In January 2016, the FASB issued new guidance related to the recognition and measurement of financial assets and financial liabilities. The new standard, among other things, generally requires companies to measure investments in other entities, except those accounted for under the equity method, at fair value and to recognize any changes in fair value in net income. The new standard also simplifies the impairment assessment of equity investments without readily determinable fair values. The new standard is effective for fiscal years beginning after December 15, 2017, and the guidance should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The ~~amendments~~guidance related to equity investments without readily determinable fair values (including disclosure requirements) ~~should be~~is applied prospectively to equity investments that exist as of the date of adoption. We ~~are evaluating~~adopted the ~~impact~~new standard during the first quarter of ~~this new accounting guidance~~2018 and it did not have a material impact on our condensed consolidated financial statements.

Statement of Cash Flows-Restricted Cash

In November 2016, the FASB issued new guidance related to the classification of restricted cash in the statement of cash flows. The new standard requires that a statement of cash flows explain any change during the period in total cash, cash equivalents, and restricted cash. Therefore, restricted cash will be included with “Cash and cash equivalents” when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, ~~2018,~~2017, and should be applied retrospectively. Early adoption is permitted.

We ~~are evaluating~~adopted the ~~impact, if any,~~new standard during the first quarter of ~~adopting~~2018 and applied the standard retrospectively for all periods presented. The application of this new ~~accounting guidance~~standard did not have a material impact on our ~~financial statements. We expect~~condensed consolidated statements of cash flows for the six months ended June 30, 2018 and 2017.

In our Annual Report on Form 10-K for the year ending December 31, 2018, there ~~would~~will be a significant impact to the ~~condensed~~ consolidated statements of cash flows for 2016, as this period includes, as an investing activity, the $3.6 billion movement in restricted cash resulting from the transfer of cash into escrow at December 31, 2015 to facilitate the acquisition of King, ~~Acquisition~~ and the subsequent release of that cash in 2016 ~~in connection with~~to complete the ~~King Acquisition.~~acquisition. Under this new standard, the restricted cash balance ~~would~~will be included in the beginning and ending total cash, cash equivalents, and restricted cash balances and, hence, ~~would~~will not be included as an investing activity in the statement of cash flows.

Derivatives and Hedging

In August 2017, the FASB issued new guidance related to the accounting for derivatives and hedging. The new guidance expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedged items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of a hedge’s effectiveness. The new standard is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. We adopted the standard during the first quarter of 2018. The adoption of the standard did not have a material impact to our condensed consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

Leases

In February 2016, the FASB issued new guidance related to the accounting for leases. The new standard will replace all current U.S. GAAP guidance on this topic. The new standard, among other things, requires a lessee to classify a lease as either an operating or financing lease, and to recognize a lease liability and a right-of-use asset for its leases. Classification will be based on criteria that are largely similar to those applied in current lease accounting. The lease liability will be equal to the present value of lease payments. The asset will be based on the lease liability, subject to adjustment for initial direct costs, lease incentives received, and any prepaid lease payments. Operating leases will result in a straight-line expense pattern, while finance leases will result in a front-loaded expense pattern. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and will require application of the new guidance at the beginning of the earliest comparative period presented, with certain transition practical expedients available to provide relief in adopting the new standard. We are evaluating the impact of this new accounting guidance on our financial statements, but expect it to have a significant impact to our consolidated balance sheet as a result of establishing lease liabilities and right-of-use assets for our operating leases. We do not plan to early adopt this new standard but do expect to elect and apply the available transition practical expedients upon adoption.

Goodwill

In January 2017, the FASB issued new guidance which eliminates Step 2 from the goodwill impairment test. Instead, if ~~any~~an entity forgoes a Step 0 test, an entity will be required to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit, as determined in Step 1 from the goodwill impairment test, with its carrying amount and recognize an impairment charge, if any, for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new standard is effective for fiscal years beginning after December 15, 2019, and should be applied prospectively. Early adoption is permitted. The effect of adoption should be reflected as of the beginning of the fiscal year of adoption. We are evaluating the impact, if any, of adopting this new accounting guidance on our consolidated financial statements.

4.Inventories, Net

Inventories, net, consist of the following (amounts in millions):

	At June 30, 2018		At December 31, 2017
Finished goods	$	33	$	45
Purchased parts and components	3		1
Inventories, net	$	36	$	46

At June 30, 2018 and December 31, 2017, inventory reserves were $32 million and $36 million, respectively.

5.Software Development and Intellectual Property Licenses

The following table summarizes the components of our capitalized software development costs (amounts in millions):

	At June 30, 2018		At December 31, 2017
Internally-developed software costs	$	307	$	270
Payments made to third-party software developers	144		183
Total software development costs	$	451	$	453

As of June 30, 2018 and December 31, 2017, capitalized intellectual property licenses were not material.

Amortization of capitalized software development costs and intellectual property licenses was as follows (amounts in millions):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2018		2017		2018		2017
Amortization of capitalized software development costs and intellectual property licenses	$	57	$	79	$	209	$	172

6.Intangible Assets, Net

Intangible assets, net, consist of the following (amounts in millions):

	At June 30, 2018
	Estimated useful lives	Gross carrying amount		Accumulated amortization		Net carrying amount
Acquired definite-lived intangible assets:
Internally-developed franchises	3 - 11 years	$	1,154	$	(945)	$	209
Developed software	2 - 5 years	601		(373)		228
Customer base	2 years	617		(617)		—
Trade names	7 - 10 years	54		(19)		35
Other	1 - 15 years	19		(14)		5
Total definite-lived intangible assets		$	2,445	$	(1,968)	$	477

Acquired indefinite-lived intangible assets:
Activision trademark	Indefinite					386
Acquired trade names	Indefinite					47
Total indefinite-lived intangible assets						$	433
Total intangible assets, net						$	910

	At December 31, 2017
	Estimated useful lives	Gross carrying amount		Accumulated amortization		Net carrying amount
Acquired definite-lived intangible assets:
Internally-developed franchises	3 - 11 years	$	1,154	$	(869)	$	285
Developed software	2 - 5 years	601		(301)		300
Customer base	2 years	617		(573)		44
Trade names	7 - 10 years	54		(16)		38
Other	1 - 15 years	19		(13)		6
Total definite-lived intangible assets		$	2,445	$	(1,772)	$	673

Acquired indefinite-lived intangible assets:
Activision trademark	Indefinite					386
Acquired trade names	Indefinite					47
Total indefinite-lived intangible assets						$	433
Total intangible assets, net						$	1,106

Amortization expense of our intangible assets was $77 million and $196 million for the three and six months ended June 30, 2018, respectively. Amortization expense of our intangible assets was $194 million and $385 million for the three and six months ended June 30, 2017, respectively.

At June 30, 2018, future amortization of definite-lived intangible assets is estimated as follows (amounts in millions):

2018 (remaining six months)	$	175
2019	210
2020	69
2021	11
2022	7
Thereafter	5
Total	$	477

7.Goodwill

The carrying amount of goodwill by reportable segment at June 30, 2018 and December 31, 2017 was as follows (amounts in millions):

	Activision		Blizzard		King		Total
Goodwill	$	6,898	$	190	$	2,675	$	9,763

8.Fair Value Measurements

The FASB literature regarding fair value measurements for certain assets and liabilities establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of “observable inputs” and minimize the use of “unobservable inputs.” The three levels of inputs used to measure fair value are as follows:

· Level 1—Quoted prices in active markets for identical assets or liabilities;

Fair Value Measurements on a Recurring Basis

			Fair Value Measurements at June 30, 2018 Using
	As of June 30, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance Sheet Classification
Financial Assets:
Recurring fair value measurements:
Money market funds	$	4,654	$	4,654	$	—	$	—	Cash and cash equivalents
Foreign government treasury bills	33		33		—		—		Cash and cash equivalents
U.S. treasuries and government agency securities	115		115		—		—		Other current assets
Foreign currency forward contracts designated as hedges	21		—		21		—		Other current assets
Total recurring fair value measurements	$	4,823	$	4,802	$	21	$	—

Financial liabilities:
Foreign currency forward contracts not designated as hedges	$	(6)	$	—	$	(6)	$	—	Accrued expenses and other liabilities

			Fair Value Measurements at December 31, 2017 Using
	As of December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance Sheet Classification
Financial Assets:
Recurring fair value measurements:
Money market funds	$	4,405	$	4,405	$	—	$	—	Cash and cash equivalents
Foreign government treasury bills	39		39		—		—		Cash and cash equivalents
U.S. treasuries and government agency securities	55		55		—		—		Other current assets
Total recurring fair value measurements	$	4,499	$	4,499	$	—	$	—

Financial liabilities:
Foreign currency forward contracts designated as hedges	$	(5)	$	—	$	(5)	$	—	Accrued expenses and other liabilities

Foreign Currency Forward Contracts

~~Derivatives and Hedging~~Foreign Currency Forward Contracts Designated as Hedges (“Cash Flow Hedges”)

~~In August~~The total gross notional amounts and fair values of our Cash Flow Hedges are as follows (amounts in millions):

	As of June 30, 2018				As of December 31, 2017
	Notional amount		Fair value gain (loss)		Notional amount		Fair value gain (loss)
Foreign Currency:
Buy USD, Sell Euro	$	639	$	21	$	521	$	(5)

At June 30, 2018, our Cash Flow Hedges have remaining maturities of 12 months or less. Additionally, less than $1 million of net realized but unrecognized losses are recorded within “Accumulated other comprehensive income (loss)” at June 30, 2018 for Cash Flow Hedges that had settled but were deferred and will be amortized into earnings, along with the associated hedged revenues. Such amounts will be reclassified into earnings within the next 12 months.

The amount of pre-tax net realized gains (losses) associated with our Cash Flow Hedges that were reclassified out of “Accumulated other comprehensive income (loss)” and into earnings was as follows (amounts in millions):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2018		2017		2018		2017		Statement of Operations Classification
Cash Flow Hedges	$	(4)	$	3	$	(14)	$	9	Net revenues

Foreign Currency Forward Contracts Not Designated as Hedges

The total gross notional amounts and fair values of our foreign currency forward contracts not designated as hedges are as follows (amounts in millions):

	As of June 30, 2018				As of December 31, 2017
	Notional amount		Fair value gain (loss)		Notional amount		Fair value gain (loss)
Foreign Currency:
Buy Euro, Sell USD	$	137	$	(6)	$	—	$	—

For the three and six months ended June 30, 2018 and 2017, pre-tax net gains associated with these forward contracts were recorded in “General and administrative expenses” and were not material.

Fair Value Measurements on a Non-Recurring Basis

We measure the ~~FASB issued new guidance~~fair value of certain assets on a non-recurring basis, generally annually or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

For the three and six months ended June 30, 2018 and 2017, there were no impairment charges related to assets that are measured on a non-recurring basis.

9.Deferred revenues

We record deferred revenues when cash payments are received or due in advance of the ~~accounting for derivatives~~fulfillment of our associated performance obligations. The opening balance and ~~hedging. The new guidance expands~~ending balance of deferred revenues as of January 1, 2018 and ~~refines hedge accounting for both financial~~June 30, 2018 were $1.8 billion and ~~non-financial risk components, aligns~~$0.8 billion, respectively, including our current and non-current balances. For the six months ended June 30, 2018, the additions to our deferred revenues balance were primarily due to cash payments received or due in advance of satisfying our performance obligations, while the reductions to our deferred revenues balance were primarily due to the recognition ~~and presentation~~ of ~~the effects~~revenues upon fulfillment of ~~hedging instruments and hedged items~~our performance obligations, both of which were in the ~~financial statements, and includes certain targeted improvements to ease~~ordinary course of business. During the ~~application~~six months ended June 30, 2018, $1.5 billion of ~~current guidance related to~~revenues were recognized that were included in the assessment of a hedge’s effectiveness. The new standard is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. If early adopted, the new standard must generally be applied as ofdeferred revenues balance at the beginning of the ~~fiscal~~period.

As of June 30, 2018, the aggregate amount of contracted revenues allocated to our unsatisfied performance obligations is $1.3 billion, which includes our deferred revenues balances and amounts to be invoiced and recognized as revenue in future periods. We expect to recognize a significant majority of this balance as revenue over the next 12 months, and the remainder thereafter. This balance does not include an estimate for variable consideration arising from sales-based royalty license revenue in excess of the contractual minimum guarantee.

10.Debt

Credit Facilities

At December 31, 2017, we had outstanding term loans “A” of approximately $990 million (the “2017 TLA”) and $250 million available under a revolving credit facility (the “Revolver”) pursuant to a credit agreement executed on October 11, 2013 (as amended thereafter and from time to time, the “Credit Agreement”). To date, we have not drawn on the Revolver and at June 30, 2018, the 2017 TLA bore interest at 3.22% and had an outstanding balance of $990 million. We were in compliance with the terms of the Credit Agreement as of June 30, 2018.

Refer to Note 11 contained in our Annual Report on Form 10-K for the year ended December 31, 2017 for further details regarding the Credit Agreement, key terms, and amendments made to the Credit Agreement.

Unsecured Senior Notes

At June 30, 2018 and December 31, 2017, we had the following unsecured senior notes outstanding:

· $750 million of ~~adoption.~~6.125% unsecured senior notes due September 2023 that we issued on September 19, 2013 (the “2023 Notes”), in a private offering made in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);

· $650 million of 2.3% unsecured senior notes due September 2021 (the “2021 Notes”) and $850 million of 3.4% unsecured senior notes due September 2026 (the “2026 Notes”) that we initially issued on September 19, 2016, in a private offering made in accordance with Rule 144A and Regulation S under the Securities Act, and subsequently exchanged for publicly registered notes in June 2017; and

· $400 million of 2.6% unsecured senior notes due June 2022 (the “2022 Notes”), $400 million of 3.4% unsecured senior notes due June 2027 (the “2027 Notes”), and $400 million of 4.5% unsecured senior notes due June 2047 (the “2047 Notes”, and together with the 2021 Notes, the 2022 Notes, the 2023 Notes, the 2026 Notes, and the 2027 Notes, the “Notes”), that we issued on May 26, 2017, in a public underwritten offering.

The Notes are general senior obligations of the Company and rank pari passu in right of payment to all of the Company’s existing and future senior indebtedness, including the 2017 TLA and Revolver described above. The Notes are not secured and are effectively subordinated to any of the Company’s existing and future indebtedness that is secured. We were in compliance with the terms of the Notes as of June 30, 2018.

Interest is payable semi-annually in arrears on March 15 and September 15 of each year for the 2021 Notes, the 2023 Notes, and 2026 Notes, and payable semi-annually in arrears on June 15 and December 15 of each year for the 2022 Notes, the 2027 Notes, and 2047 Notes. Accrued interest payable is recorded within “Accrued expenses and other liabilities” in our condensed consolidated balance sheets. As of both June 30, 2018 and December 31, 2017, we had accrued interest payable of $28 million related to the Notes.

On July 17, 2018, we issued an irrevocable notice of redemption to the holders of all of our outstanding 2023 Notes. Accordingly, the 2023 Notes will be redeemed pursuant to their terms on August 16, 2018 at a redemption price equal to 100% of the principal amount of the 2023 Notes plus a “make-whole” premium calculated as set forth in the indenture governing the 2023 Notes. Redemption of the 2023 Notes will result in a loss on extinguishment of approximately $35 million, comprised of premium payments of approximately $27 million and a write-off of unamortized discount and financing costs of approximately $8 million. As the irrevocable notice of redemption was issued subsequent to June 30, 2018, we presented the outstanding principal balance of the 2023 Notes and its related unamortized discount and deferred financing costs as “Long-term debt, net” on our condensed consolidated balance sheets as of June 30, 2018.

Refer to Note 11 contained in our Annual Report on Form 10-K for the year ended December 31, 2017 for further details regarding our key terms under our indentures that govern the Notes.

Interest Expense and Financing Costs

Fees and discounts associated with the issuance of our debt instruments are ~~evaluating~~recorded as debt discount, which reduces their respective carrying values, and are amortized over their respective terms. Amortization expense is recorded within “Interest and other expense (income), net” in our condensed consolidated statement of operations.

For the three and six months ended June 30, 2018, interest expense was $41 million and $80 million, respectively, and amortization of the debt discount and deferred financing costs was $2 million and $4 million, respectively. For the three and six months ended June 30, 2017, interest expense was $36 million and $71 million, respectively, and amortization of the debt discount and deferred financing costs was $2 million and $9 million, respectively.

A summary of our outstanding debt is as follows (amounts in millions):

	At June 30, 2018
	Gross Carrying Amount		Unamortized Discount and Deferred Financing Costs		Net Carrying Amount
2017 TLA	$	990	$	(7)	$	983
2021 Notes	650		(4)		646
2022 Notes	400		(3)		397
2023 Notes	750		(8)		742
2026 Notes	850		(9)		841
2027 Notes	400		(5)		395
2047 Notes	400		(10)		390
Total long-term debt	$	4,440	$	(46)	$	4,394

	At December 31, 2017
	Gross Carrying Amount		Unamortized Discount and Deferred Financing Costs		Net Carrying Amount
2017 TLA	$	990	$	(8)	$	982
2021 Notes	650		(4)		646
2022 Notes	400		(4)		396
2023 Notes	750		(9)		741
2026 Notes	850		(9)		841
2027 Notes	400		(6)		394
2047 Notes	400		(10)		390
Total long-term debt	$	4,440	$	(50)	$	4,390

As of June 30, 2018, the scheduled maturities and contractual principal repayments of our debt for each of the five succeeding years are as follows (amounts in millions):

For the year ending December 31,
2018 (remaining six months)	$	—
2019	—
2020	—
2021	1,640
2022	400
Thereafter (1)	2,400
Total	$	4,440

(1) Includes payment of our 2023 Notes at maturity. As discussed above, on July 17, 2018 we issued an irrevocable notice of redemption to the holders of the 2023 Notes that all of our outstanding 2023 Notes will be redeemed on August 16, 2018.

On February 1, 2018, our Board of Directors authorized repayment of up to $1.8 billion of the company’s outstanding debt during 2018. As discussed above, on July 17, 2018, we issued an irrevocable notice to the holders of our 2023 Notes that all of our outstanding 2023 Notes will be redeemed on August 16, 2018. The determination as to if and when we make any such remaining repayments will be dependent on market conditions and other factors.

Using Level 2 inputs (i.e., observable market prices in less-than-active markets) at June 30, 2018, with the exception of the 2026 Notes and the 2027 Notes, the carrying values of our debt instruments approximated their fair values, as the interest rates were similar to current rates at which we could borrow funds over the selected interest periods. At June 30, 2018, based on Level 2 inputs, the fair values of the 2026 Notes and the 2027 Notes were $810 million and $379 million, respectively.

Using Level 2 inputs at December 31, 2017, with the exception of the 2023 Notes and the 2047 Notes, the carrying values of our debt instruments approximated their fair values. At December 31, 2017, based on Level 2 inputs, the fair values of the 2023 Notes and the 2047 Notes were $795 million and $421 million, respectively.

11.Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) were as follows (amounts in millions):

	For the Six Months Ended June 30, 2018
	Foreign currency translation adjustments		Unrealized gain (loss) on forward contracts		Unrealized gain (loss) on available- for-sale securities		Total
Balance at December 31, 2017	$	(623)	$	(15)	$	—	$	(638)
Cumulative impact from adoption of new revenue accounting standard	3		—		—		3
Other comprehensive income (loss) before reclassifications	(10)		22		4		16
Amounts reclassified from accumulated other comprehensive income (loss) into earnings	—		14		—		14
Balance at June 30, 2018	$	(630)	$	21	$	4	$	(605)

	For the Six Months Ended June 30, 2017
	Foreign currency translation adjustments		Unrealized gain (loss) on forward contracts		Unrealized gain (loss) on available- for-sale securities		Total
Balance at December 31, 2016	$	(659)	$	29	$	1	$	(629)
Other comprehensive income (loss) before reclassifications	11		(28)		1		(16)
Amounts reclassified from accumulated other comprehensive income (loss) into earnings	16		(9)		(2)		5
Balance at June 30, 2017	$	(632)	$	(8)	$	—	$	(640)

Income taxes were not previously provided for foreign currency translation items, as these were considered indefinite investments in non-U.S. subsidiaries. Due to the Tax Cuts and Jobs Act enacted on December 22, 2017 (the “U.S. Tax Reform Act”), we re-evaluated our indefinite reinvestment assertions and no longer consider these items to be indefinite investments. The corresponding tax impact for this change in assertion was not material.

12.Operating Segments and Geographic Region

Currently, we have three reportable segments. Our operating segments are consistent with the manner in which our operations are reviewed and managed by our Chief Executive Officer, who is our chief operating decision maker (“CODM”). The CODM reviews segment performance exclusive of: the impact of the change in deferred revenues and related cost of revenues with respect to certain of our online-enabled games; share-based compensation expense; amortization of intangible assets as a result of purchase price accounting; fees and other expenses (including legal fees, expenses, and accruals) related to acquisitions, associated integration activities, and financings; certain restructuring costs; and certain other non-cash charges. The CODM does not review any information regarding total assets on an operating segment basis, and accordingly, no disclosure is made with respect thereto.

Our operating segments are also consistent with our internal organizational structure, the way we assess operating performance and allocate resources, and the availability of separate financial information. We do not aggregate operating segments.

Information on reportable segment net revenues and operating income for the three months ended June 30, 2018 and 2017, are presented below (amounts in millions):

	Three Months Ended June 30, 2018
	Activision		Blizzard		King		Total
Segment Net Revenues
Net revenues from external customers	$	338	$	485	$	502	$	1,325
Intersegment net revenues (1)	—		4		—		4
Segment net revenues	$	338	$	489	$	502	$	1,329

Segment operating income	$	84	$	133	$	169	$	386

	Three Months Ended June 30, 2017
	Activision		Blizzard		King		Total
Segment Net Revenues
Net revenues from external customers	$	316	$	566	$	480	$	1,362
Intersegment net revenues (1)	—		—		—		—
Segment net revenues	$	316	$	566	$	480	$	1,362

Segment operating income	$	87	$	225	$	164	$	476

Information on reportable segment net revenues and operating income for the six months ended June 30, 2018 and 2017, are presented below (amounts in millions):

	Six Months Ended June 30, 2018
	Activision		Blizzard		King		Total
Segment Net Revenues
Net revenues from external customers	$	651	$	964	$	1,036	$	2,651
Intersegment net revenues (1)	—		6		—		6
Segment net revenues	$	651	$	970	$	1,036	$	2,657

Segment operating income	$	175	$	255	$	360	$	790

	Six Months Ended June 30, 2017
	Activision		Blizzard		King		Total
Segment Net Revenues
Net revenues from external customers	$	532	$	1,009	$	954	$	2,495
Intersegment net revenues (1)	—		—		—		—
Segment net revenues	$	532	$	1,009	$	954	$	2,495

Segment operating income	$	111	$	384	$	330	$	825

(1) Intersegment revenues reflect licensing and service fees charged between segments.

Reconciliations of total segment net revenues and total segment operating income to consolidated net revenues and consolidated income before income tax expense are presented in the table below (amounts in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Reconciliation to consolidated net revenues:
Segment net revenues	$	1,329	$	1,362	$	2,657	$	2,495
Revenues from other segments (1)	60		56		118		119
Net effect from recognition (deferral) of deferred net revenues	256		213		838		742
Elimination of intersegment revenues (2)	(4)		—		(6)		—
Consolidated net revenues	$	1,641	$	1,631	$	3,607	$	3,356

Reconciliation to consolidated income before income tax expense:
Segment operating income	$	386	$	476	$	790	$	825
Operating (loss) income from other segments (1)	—		(5)		(11)		(3)
Net effect from recognition (deferral) of deferred net revenues and related cost of revenues	182		105		557		501
Share-based compensation expense	(57)		(39)		(111)		(73)
Amortization of intangible assets	(77)		(194)		(196)		(384)
Fees and other expenses related to the acquisition of King (3)	—		(5)		—		(9)
Restructuring costs (4)	—		—		—		(11)
Other non-cash charges (5)	—		1		—		(15)
Consolidated operating income	434		339		1,029		831
Interest and other expense (income), net	26		46		54		85
Consolidated income before income tax expense	$	408	$	293	$	975	$	746

(1) Includes other income and expenses from operating segments managed outside the reportable segments, including our Studios and Distribution businesses. Also includes unallocated corporate income and expenses.

(2) Intersegment revenues reflect licensing and service fees charged between segments.

(3) Reflects fees and other expenses, such as legal, banking, and professional services fees, related to the acquisition of King and associated integration activities, inclusive of related debt financings.

(4) Reflects restructuring charges, primarily severance costs.

(5) Reflects a non-cash accounting charge to reclassify certain cumulative translation gains (losses) into earnings due to the substantial liquidation of certain of our foreign entities.

Due to requirements from our adoption of the new revenue accounting standard as discussed in Note 2, net revenues by distribution channel for the three and six months ended June 30, 2018, include a reconciliation to our segment revenues as disclosed for each of our reportable segments above. Net revenues by distribution channel were as follows (amounts in millions):

	Three Months Ended June 30, 2018
	Activision		Blizzard		King		Non- reportable segments		Elimination of intersegment revenues (3)		Total
Net revenues by distribution channel:
Digital online channels (1)	$	333	$	420	$	510	$	—	$	(4)	$	1,259
Retail channels	259		19		—		—		—		278
Other (2)	—		49		—		55		—		104
Total consolidated net revenues	$	592	$	488	$	510	$	55	$	(4)	$	1,641

Change in deferred revenues:
Digital online channels (1)	$	(58)	$	4	$	(8)	$	—	$	—	$	(62)
Retail channels	(196)		(6)		—		—		—		(202)
Other (2)	—		3		—		5		—		8
Total change in deferred revenues	$	(254)	$	1	$	(8)	$	5	$	—	$	(256)

Segment net revenues:
Digital online channels (1)	$	275	$	424	$	502	$	—	$	(4)	$	1,197
Retail channels	63		13		—		—		—		76
Other (2)	—		52		—		60		—		112
Total segment net revenues	$	338	$	489	$	502	$	60	$	(4)	$	1,385

	Six Months Ended June 30, 2018
	Activision		Blizzard		King		Non- reportable segments		Elimination of intersegment revenues (3)		Total
Net revenues by distribution channel:
Digital online channels (1)	$	809	$	875	$	1,042	$	—	$	(6)	$	2,720
Retail channels	656		33		1		—		—		690
Other (2)	—		89		—		108		—		197
Total consolidated net revenues	$	1,465	$	997	$	1,043	$	108	$	(6)	$	3,607

Change in deferred revenues:
Digital online channels (1)	$	(290)	$	(23)	$	(6)	$	—	$	—	$	(319)
Retail channels	(524)		(8)		(1)		—		—		(533)
Other (2)	—		4		—		10		—		14
Total change in deferred revenues	$	(814)	$	(27)	$	(7)	$	10	$	—	$	(838)

Segment net revenues:
Digital online channels (1)	$	519	$	852	$	1,036	$	—	$	(6)	$	2,401
Retail channels	132		25		—		—		—		157
Other (2)	—		93		—		118		—		211
Total segment net revenues	$	651	$	970	$	1,036	$	118	$	(6)	$	2,769

Net revenues by distribution channel for the three and six months ended June 30, 2017, were as follows (amounts in millions):

	Three Months Ended June 30, 2017		Six Months Ended June 30, 2017
Net revenues by distribution channel:
Digital online channels (1)	$	1,309	$	2,694
Retail channels	260		529
Other (2)	62		133
Total consolidated net revenues	$	1,631	$	3,356

(1) Net revenues from “Digital online channels” include revenues from digitally-distributed subscriptions, downloadable content, microtransactions, and products, as well as licensing royalties.

(2) Net revenues from “Other” include revenues from our Studios and Distribution businesses, as well as revenues from MLG and the Overwatch LeagueTM.

(3) Intersegment revenues reflect licensing and service fees charged between segments.

Geographic information presented below is based on the location of the paying customer. Net revenues by geographic region, including a reconciliation to each of our reportable segment’s net revenues, for the three and six months ended June 30, 2018, were as follows (amounts in millions):

	Three Months Ended June 30, 2018
	Activision		Blizzard		King		Non- reportable segments		Elimination of intersegment revenues (2)		Total
Net revenues by geographic region:
Americas	$	349	$	239	$	315	$	—	$	(3)	$	900
EMEA (1)	199		155		144		55		(1)		552
Asia Pacific	44		94		51		—		—		189
Total consolidated net revenues	$	592	$	488	$	510	$	55	$	(4)	$	1,641

Change in deferred revenues:
Americas	$	(143)	$	7	$	(5)	$	—	$	—	$	(141)
EMEA (1)	(97)		(6)		(2)		5		—		(100)
Asia Pacific	(14)		—		(1)		—		—		(15)
Total change in deferred revenues	$	(254)	$	1	$	(8)	$	5	$	—	$	(256)

Segment net revenues:
Americas	$	206	$	246	$	310	$	—	$	(3)	$	759
EMEA (1)	102		149		142		60		(1)		452
Asia Pacific	30		94		50		—		—		174
Total segment net revenues	$	338	$	489	$	502	$	60	$	(4)	$	1,385

	Six Months Ended June 30, 2018
	Activision		Blizzard		King		Non- reportable segments		Elimination of intersegment revenues (2)		Total
Net revenues by geographic region:
Americas	$	859	$	473	$	637	$	—	$	(3)	$	1,966
EMEA (1)	504		325		305		108		(3)		1,239
Asia Pacific	102		199		101		—		—		402
Total consolidated net revenues	$	1,465	$	997	$	1,043	$	108	$	(6)	$	3,607

Change in deferred revenues:
Americas	$	(471)	$	—	$	(3)	$	—	$	—	$	(474)
EMEA (1)	(295)		(14)		(4)		10		1		(302)
Asia Pacific	(48)		(13)		—		—		(1)		(62)
Total change in deferred revenues	$	(814)	$	(27)	$	(7)	$	10	$	—	$	(838)

Segment net revenues:
Americas	$	388	$	473	$	634	$	—	$	(3)	$	1,492
EMEA (1)	209		311		301		118		(2)		937
Asia Pacific	54		186		101		—		(1)		340
Total segment net revenues	$	651	$	970	$	1,036	$	118	$	(6)	$	2,769

Net revenues by geographic region for the three and six months ended June 30, 2017, were as follows (amounts in millions):

	Three Months Ended June 30, 2017		Six Months Ended June 30, 2017
Net revenues by geographic region:
Americas	$	858	$	1,787
EMEA (1)	538		1,092
Asia Pacific	235		477
Total consolidated net revenues	$	1,631	$	3,356

(1) “EMEA” consists of the Europe, Middle East, and Africa geographic regions.

(2) Intersegment revenues reflect licensing and service fees charged between segments.

The Company’s net revenues in the U.S. were 49% and 46% of consolidated net revenues for the three months ended June 30, 2018 and 2017, respectively. The Company’s net revenues in the U.K. were 10% of consolidated net revenues for both the three months ended June 30, 2018 and 2017. No other country’s net revenues exceeded 10% of consolidated net revenues for either the three months ended June 30, 2018 or 2017.

The Company’s net revenues in the U.S. were 48% and 47% of consolidated net revenues for the six months ended June 30, 2018 and 2017, respectively. The Company’s net revenues in the U.K. were 10% of consolidated net revenues for both the six months ended June 30, 2018 and 2017. No other country’s net revenues exceeded 10% of consolidated net revenues for either the six months ended June 30, 2018 or 2017.

Net revenues by platform, including a reconciliation to each of our reportable segment’s net revenues, for the three and six months ended June 30, 2018, were as follows (amounts in millions):

	Three Months Ended June 30, 2018
	Activision		Blizzard		King		Non- reportable segments		Elimination of intersegment revenues (3)		Total
Net revenues by platform:
Console	$	520	$	45	$	—	$	—	$	—	$	565
PC	69		347		39		—		(4)		451
Mobile and ancillary (1)	3		47		471		—		—		521
Other (2)	—		49		—		55		—		104
Total consolidated net revenues	$	592	$	488	$	510	$	55	$	(4)	$	1,641

Change in deferred revenues:
Console	$	(233)	$	1	$	—	$	—	$	—	$	(232)
PC	(21)		(6)		(1)		—		—		(28)
Mobile and ancillary (1)	—		3		(7)		—		—		(4)
Other (2)	—		3		—		5		—		8
Total change in deferred revenues	$	(254)	$	1	$	(8)	$	5	$	—	$	(256)

Segment net revenues:
Console	$	287	$	46	$	—	$	—	$	—	$	333
PC	48		341		38		—		(4)		423
Mobile and ancillary (1)	3		50		464		—		—		517
Other (2)	—		52		—		60		—		112
Total segment net revenues	$	338	$	489	$	502	$	60	$	(4)	$	1,385

	Six Months Ended June 30, 2018
	Activision		Blizzard		King		Non- reportable segments		Elimination of intersegment revenues (3)		Total
Net revenues by platform:
Console	$	1,289	$	93	$	—	$	—	$	—	$	1,382
PC	169		726		82		—		(6)		971
Mobile and ancillary (1)	7		89		961		—		—		1,057
Other (2)	—		89		—		108		—		197
Total consolidated net revenues	$	1,465	$	997	$	1,043	$	108	$	(6)	$	3,607

Change in deferred revenues:
Console	$	(723)	$	(17)	$	—	$	—	$	—	$	(740)
PC	(91)		(6)		—		—		—		(97)
Mobile and ancillary (1)	—		(8)		(7)		—		—		(15)
Other (2)	—		4		—		10		—		14
Total change in deferred revenues	$	(814)	$	(27)	$	(7)	$	10	$	—	$	(838)

Segment net revenues:
Console	$	566	$	76	$	—	$	—	$	—	$	642
PC	78		720		82		—		(6)		874
Mobile and ancillary (1)	7		81		954		—		—		1,042
Other (2)	—		93		—		118		—		211
Total segment net revenues	$	651	$	970	$	1,036	$	118	$	(6)	$	2,769

Net revenues by platform for the three and six months ended June 30, 2017, were as follows (amounts in millions):

	Three Months Ended June 30, 2017		Six Months Ended June 30, 2017
Net revenues by platform:
Console	$	568	$	1,182
PC	508		1,072
Mobile and ancillary (1)	493		969
Other (2)	62		133
Total consolidated net revenues	$	1,631	$	3,356

(1) Net revenues from “Mobile and ancillary” include revenues from mobile devices, as well as non-platform specific game-related revenues, such as standalone sales of toys and accessories from our Skylanders® franchise and other physical merchandise and accessories.

(2) Net revenues from “Other” include revenues from our Studios and Distribution businesses, as well as revenues from MLG and the Overwatch League.

(3) Intersegment revenues reflect licensing and service fees charged between segments.

Long-lived assets by geographic region were as follows (amounts in millions):

	At June 30, 2018		At December 31, 2017
Long-lived assets (1) by geographic region:
Americas	$	199	$	197
EMEA	64		75
Asia Pacific	18		22
Total long-lived assets by geographic region	$	281	$	294

(1) The only long-lived assets that we classify by region are our long-term tangible fixed assets, which consist of property, plant, and equipment assets; all other long-term assets are not allocated by location.

13.Income Taxes

We account for our provision for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, which requires an estimate of the annual effective tax rate for the full year to be applied to the interim period, taking into account year-to-date amounts and projected results for the full year. The provision for income taxes represents federal, foreign, state, and local income taxes. Our effective tax rate differs from the statutory U.S. income tax rate due to the effect of state and local income taxes, tax rates that apply to our foreign income (including U.S. tax on foreign income), research and development credits, and certain nondeductible expenses. Our effective tax rate could fluctuate significantly from quarter to quarter based on recurring and nonrecurring factors including, but not limited to: variations in the estimated and actual level of pre-tax income or loss by jurisdiction (including changes in the mix of income by tax jurisdiction); changes in enacted tax laws and regulations, and interpretations thereof, including with respect to tax credits and state and local income taxes; developments in tax audits and other matters; recognition of excess tax benefits and tax deficiencies from share-based payments; and certain nondeductible expenses. Changes in judgment from the evaluation of new information resulting in the recognition, derecognition, or remeasurement of a tax position taken in a prior annual period are recognized separately in the quarter of the change.

On June 27, 2018, the Company entered into a closing agreement with the Internal Revenue Service (“IRS”) to resolve certain intercompany transfer pricing arrangements for tax periods starting in 2009 (the “Closing Agreement”). The primary adjustments recognized in the second quarter of 2018 related to the Closing Agreement were a tax expense of $70 million and a reduction in unrecognized tax benefits of $437 million. In addition, we recognized $185 million of tax benefits related to other tax adjustments resulting from the changes in U.S. tax attributes and taxable income caused by the primary adjustments. We expect the Closing Agreement to result in federal and state cash tax payments of approximately $345 million, which we expect to be made mostly before December 31, 2018.

We evaluate deferred tax assets each period for recoverability. We record a valuation allowance for assets that do not meet the threshold of “more likely than not” to be realized in the future. To make that determination, the Company evaluates the likelihood of realization based on the weight of all positive and negative evidence available. As of December 31, 2017, the Company had a deferred tax asset for California research and development credit carryforwards (“CA R&D Credits”), which can be carried forward indefinitely. The Closing Agreement impacts historical and prospective filings in certain states, including California, and after considering the impact of the Closing Agreement on its prospective California taxable income, the Company determined that its remaining CA R&D Credits no longer met the threshold of more likely than not being realized in the future. Accordingly, during the three months ended June 30, 2018, we recorded a full valuation allowance of $57 million. Additionally, the Company has not recognized a tax benefit for current-year CA R&D Credits in its year-to-date tax expense. We will reassess this ~~new accounting~~determination quarterly and record a tax benefit if future evidence allows for a partial or full release of this valuation allowance.

On December 22, 2017, the U.S. Tax Reform Act was enacted. The U.S. Tax Reform Act, among other things, reduced the U.S. corporate income tax rate from 35% to 21% beginning in 2018 and implemented a modified territorial tax system that imposed a one-time tax on deemed repatriated earnings of foreign subsidiaries (the “Transition Tax”).

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on ~~our financial statements and related disclosures. We expect,~~how to account for the effects of the U.S. Tax Reform Act under ASC 740. SAB 118 enabled companies to record a provisional amount for the effects of the U.S. Tax Reform Act based on a reasonable estimate, subject to adjustment during a measurement period of up to one year, until accounting is complete. During the fourth quarter of 2017, we recorded provisional amounts for the effects of the U.S. Tax Reform Act in accordance with SAB 118. In addition, as of December 31. 2017, we no longer considered the available cash balances related to undistributed earnings held outside of the U.S. by our foreign subsidiaries to be indefinitely reinvested. We continue to analyze the effects of the U.S. Tax Reform Act on our condensed consolidated financial statements. Accounting for the income tax effects of the U.S. Tax Reform Act requires complex new calculations to be performed and significant judgments in interpreting the legislation. Additional guidance may be issued on how the provisions of the U.S. Tax Reform Act will be applied or otherwise administered that is different from our interpretation. We may make adjustments to the provisional amounts as we collect and prepare the data necessary to finalize our calculations, interpret the U.S. Tax Reform Act and any additional guidance issued, and consider the effects of any additional actions we may take as a result of the U.S. Tax Reform Act.

During the three months ended June 30, 2018, the Company obtained additional information, including adjustments related to the Closing Agreement, and the evaluation of the impact of changing our indefinite reinvestment assertion, which affected the provisional amount initially recorded for the U.S. Tax Reform Act in the fourth quarter of 2017. As a result, the Company recorded an additional tax expense of $34 million in the three months ended June 30, 2018 for the effects of the U.S. Tax Reform Act.

We continue to evaluate the ongoing impacts of the U.S. Tax Reform Act, including provisions impacting certain foreign income, such as a tax on global intangible low-taxed income of foreign subsidiaries (“GILTI”) and a deduction for foreign derived intangible income. These provisions are complex and subject to continuing regulatory interpretation by the IRS. While we have included an estimate of GILTI in our estimated effective tax rate for 2018, we may make adjustments as we interpret the U.S. Tax Reform Act and any additional guidance issued, and consider the effects of any additional actions we may take as a result of the U.S. Tax Reform Act.

The income tax expense of $6 million for the three months ended June 30, 2018, reflects an effective tax rate of 1%, which is lower than the effective tax rate of 17% for the three months ended June 30, 2017. The decrease is due to a discrete net tax benefit resulting from the Closing Agreement and the benefit from the lower U.S. corporate income tax rate in the current ~~outstanding derivative instruments,~~year, net of the ~~new guidance~~impact of GILTI. This decrease was partially offset by the valuation allowance recorded with regard to CA R&D Credits and the additional income tax expense related to the change in the provisional amount described above.

The income tax expense of $73 million for the six months ended June 30, 2018, reflects an effective tax rate of 7%, which is lower than the effective tax rate of 10% for the six months ended June 30, 2017. The decrease is due to a discrete net tax benefit resulting from the Closing Agreement and the benefit from the lower U.S. corporate income tax rate in the current year, net of the impact of GILTI. This decrease was partially offset by the valuation allowance recorded with regard to CA R&D Credits, lower excess tax benefits from share-based payments, and the additional income tax expense related to the change in the provisional amount described above.

The effective tax rate of 1% and 7% for the three and six months ended June 30, 2018, respectively, is lower than the U.S. statutory rate of 21%, primarily due to a discrete net tax benefit resulting from the Closing Agreement, foreign earnings taxed at relatively lower statutory rates, the recognition of excess tax benefits from share-based payments, and recognition of federal research and development credits, partially offset by the valuation allowance recorded with regard to CA R&D Credits and the additional income tax expense related to the change in the provisional amount described above.

Activision Blizzard’s tax years 2009 through 2016 remain open to examination by the major taxing jurisdictions to which we are subject. The IRS is currently examining the Company’s federal tax returns for the 2009 through 2011 tax years, and during February 2018, the Company was notified that our tax returns for 2012 through 2016 tax years will ~~not~~also be subject to examination. The Company also has several state and non-U.S. audits pending, including the French audit discussed below. In addition, as part of purchase price accounting for our 2016 acquisition of King, the Company assumed $74 million of uncertain tax positions primarily related to pre-acquisition transfer pricing matters. The Company is currently in negotiations with the relevant jurisdictions and taxing authorities with respect to King’s transfer pricing, which could result in a different allocation of profits and losses between the relevant jurisdictions.

On December 28, 2017, we received a Notice of Reassessment from the French Tax Authority (“FTA”) related to transfer pricing concerning intercompany transactions involving one of our French subsidiaries for the 2011 through 2013 tax years. The total assessment, including penalties and interest, was approximately €571 million ($660 million). We disagree with the proposed assessment and intend to vigorously contest it. We plan to pursue all remedies available to us to successfully resolve this matter, including administrative remedies with the FTA, and, if necessary, judicial remedies. While we believe our tax provisions at June 30, 2018 are appropriate, until such time as this matter is ultimately resolved we could be subject to significant additional tax liabilities. In addition to the risk of additional tax for years 2011 through 2013, if litigation regarding this matter were adversely determined and/or if the FTA were to seek adjustments of a similar nature for subsequent years, we could be subject to significant additional tax liabilities.

In addition, certain of our subsidiaries are under examination or investigation, or may be subject to examination or investigation, by tax authorities in various jurisdictions. These proceedings may lead to adjustments or proposed adjustments to our taxes or provisions for uncertain tax positions. Such proceedings may have a material ~~impact~~adverse effect on the Company’s consolidated financial position, liquidity or results of operations in the period or periods in which the matters are resolved or in which appropriate tax provisions are taken into account in our financial statements. If we were to receive a materially adverse assessment from a taxing jurisdiction, we would plan to vigorously contest it and consider all of our options, including the pursuit of judicial remedies.

We regularly assess the likelihood of adverse outcomes resulting from these examinations and monitor the progress of ongoing discussions with tax authorities in determining the appropriateness of our tax provisions. The final resolution of the Company’s global tax disputes is uncertain. There is significant judgment required in the analysis of disputes, including the probability determination and estimation of the potential exposure. Based on current information, in the opinion of the Company’s management, the ultimate resolution of these matters is not expected to have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations, except as noted above.

14.Computation of Basic/Diluted Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per common share (amounts in millions, except per share data):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2018		2017		2018		2017
Numerator:
Consolidated net income	$	402	$	243	$	902	$	669

Denominator:
Denominator for basic earnings per common share—weighted-average common shares outstanding	761		754		760		752
Effect of potential dilutive common shares under the treasury stock method—employee stock options and awards	9		10		10		11
Denominator for basic earnings per common share—weighted-average dilutive common shares outstanding	770		764		770		763

Basic earnings per common share	$	0.53	$	0.32	$	1.19	$	0.89
Diluted earnings per common share	$	0.52	$	0.32	$	1.17	$	0.88

The vesting of certain of our employee-related restricted stock units and options is contingent upon the satisfaction of pre-defined performance measures. The shares underlying these equity awards are included in the weighted-average dilutive common shares only if the performance measures are met as of the end of the reporting period. Approximately 6 million shares are not included in the computation of diluted earnings per share for both the three and six months ended June 30, 2018, as their underlying performance measures had not yet been met. Approximately 9 million shares are not included in the computation of diluted earnings per share for both the three and six months ended June 30, 2017, as their underlying performance measures had not yet been met.

Potential common shares are not included in the denominator of the diluted earnings per common share calculation when the inclusion of such shares would be anti-dilutive. Therefore, approximately 2 million options to purchase shares of common stock were not included in the calculation of diluted earnings per common share for both the three and six months ended June 30, 2018, and 1 million and 5 million options to purchase shares of common stock were not included in the calculation of diluted earnings per common share for the three and six months ended June 30, 2017, respectively, as the effect of their inclusion would be anti-dilutive.

15.Capital Transactions

Repurchase Program

On February 2, 2017, our Board of Directors authorized a stock repurchase program under which we are authorized to repurchase up to $1 billion of our common stock during the two-year period from February 13, 2017 through February 12, 2019. As of June 30, 2018, we have not repurchased any shares under this program.

Dividends

On February 1, 2018, our Board of Directors approved a cash dividend of $0.34 per common share. On May 9, 2018, we made an aggregate cash dividend payment of $259 million to shareholders of record at the close of business on March 30, 2018.

16.Commitments and Contingencies

Legal Proceedings

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview

The Company was originally incorporated in California in 1979 and was reincorporated in Delaware in December 1992. ~~We are the result of~~In connection with the 2008 business combination ~~(the “Business Combination”)~~ by and among the Company (then known as Activision, Inc.), Vivendi S.A. (“Vivendi”), and Vivendi Games, Inc., then an indirect wholly-owned subsidiary of ~~Vivendi. In connection with the consummation of the Business Combination, Activision, Inc. was~~Vivendi, we were renamed Activision Blizzard, Inc.

The common stock of Activision Blizzard is traded on The ~~NASDAQ~~Nasdaq Stock Market under the ticker symbol “ATVI.”

~~The King Acquisition~~

On February 23, 2016 (the “King Closing Date”), we acquired King Digital Entertainment, a leading interactive mobile entertainment company (“King”), by purchasing all of its outstanding shares (the “King Acquisition”). We made this acquisition because we believe that the addition of King’s highly complementary mobile business positions us as a global leader in interactive entertainment across mobile, console, and PC platforms, as well as positioning us for future growth. The aggregate purchase price of approximately $5.8 billion was funded primarily with $3.6 billion of existing cash and $2.2 billion of cash from new debt issued by the Company. King’s results of operations since the King Closing Date are included in our condensed consolidated financial statements.

Our Segments

Based on our organizational structure, we conduct our business through three reportable segments, as follows:

(i) Activision Publishing, Inc.

Activision Publishing, Inc. (“Activision”), is a leading global developer and publisher of interactive software products and entertainment content, particularly infor the console ~~gaming.~~platform. Activision primarily delivers content through retail and digital channels, including full-game and in-game sales, as well as ~~licenses of~~by licensing software to third-party or related-party companies that distribute Activision products. Activision develops, markets, and sells products ~~which are principally~~ based on our ~~internally-developed~~internally developed intellectual properties, as well as some licensed properties. We have also established a long-term alliance with Bungie to publish its game universe, Destiny.

(ii) Blizzard Entertainment, Inc.

Blizzard Entertainment, Inc. (“Blizzard”) is a leading global developer and publisher of interactive software products and entertainment content, particularly infor the PC ~~gaming.~~platform. Blizzard primarily delivers content through retail and digital channels, including subscriptions, full-game, and in-game sales, as well as ~~licenses of~~by licensing software to third-party or related-party companies that distribute Blizzard products. Blizzard also maintains a proprietary online gaming service, Blizzard Battle.net®, which facilitates digital distribution of Blizzard content, along with Activision’s Destiny 2 PC content, online social connectivity, ~~across all Blizzard games,~~ and the creation of user-generated ~~content for Blizzard’s games. As noted above,~~content. Blizzard also includes the activities of our ~~MLG~~Major League Gaming (“MLG”) business, which is ~~devoted to esports.~~responsible for various esports events, and serves as a multi-platform network for Activision Blizzard esports content.

(iii) King Digital Entertainment

Other

We also engage in other businesses that do not represent reportable segments, including:

Business Results and Highlights

Financial Results

The Company’s financial results for 2018 are presented in accordance with a new revenue accounting standard that was adopted in the first quarter of 2018. Prior period results have not been restated to reflect this change in accounting standards. Further information about our adoption of the new standard is provided in Notes 2 and 3 of the notes to condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

During the three months ended ~~September~~June 30, ~~2017:~~2018:

· consolidated net revenues increased 3%1% to ~~$1.62~~$1.64 billion, while consolidated operating income ~~decreased 13%~~increased 28% to ~~$257~~$434 million, as compared to consolidated net revenues of ~~$1.57~~$1.63 billion and consolidated operating income of ~~$294~~$339 million for the three months ended ~~September~~June 30, ~~2016;~~2017;

· revenues from digital online channels were ~~$1.35~~$1.26 billion, or ~~84%~~77% of consolidated net revenues, ~~and were comparable~~as compared to ~~the $1.34~~$1.31 billion, or ~~86%~~80% of consolidated net revenues, for the three months ended ~~September~~June 30, ~~2016;~~2017;

· operating margin was ~~15.9%~~26.4%, as compared ~~with 18.8%~~to 20.8% for the three months ended ~~September~~June 30, 2016, with the lower margin primarily due to an increased percentage of revenues coming from our lower-margin Distribution business and higher personnel costs to support the growth of our business and expanding areas of opportunity;2017;

· consolidated net income ~~decreased 6%~~increased 65% to ~~$188~~$402 million, as compared to ~~$199~~$243 million for the three months ended ~~September~~June 30, ~~2016;~~

· ~~consolidated net income~~2017; the current period included ~~$15~~$25 million of ~~excess~~net tax benefits from ~~share-based payments, as compared~~several discrete tax items, primarily related to ~~$12 million~~the settlement with the Internal Revenue Service (“IRS”) with respect to intercompany transfer pricing arrangements, the establishment of a valuation allowance on California research and development credit carryforwards, and updates to our accounting for the ~~three months ended September 30, 2016;~~Tax Cuts and

· ~~diluted earnings per common share decreased 4% to $0.25, as compared to $0.26~~ Jobs Act (“U.S. Tax Reform Act”) (see “Consolidated Results” discussion below for ~~the three months ended September 30, 2016.~~

~~During the nine months ended September 30, 2017:~~

· consolidated net revenues increased 8% to $4.97 billion and consolidated operating income increased 10% to $1.09 billion, as compared to consolidated net revenues of $4.59 billion and consolidated operating income of $987 million for the nine months ended September 30, 2016;

· revenues from digital online channels increased 19% to $4.05 billion, which was 81% of consolidated net revenues, as compared to $3.41 billion, which was 74% of consolidated net revenues, for the nine months ended September 30, 2016;

· ~~operating margin was 21.9%, which was comparable with 21.5% for the nine months ended September 30, 2016;~~

· ~~cash flows generated from operating activities were $1.06 billion, a decrease of 19%, as compared to $1.30 billion for the nine months ended September 30, 2016;~~

· ~~consolidated net income increased 20% to $858 million, as compared to $713 million for the nine months ended September 30, 2016;~~

· ~~consolidated net income included $97 million of excess tax benefits from share-based payments, as compared to $63 million for the nine months ended September 30, 2016;~~additional details); and

· diluted earnings per common share increased ~~19%~~63% to ~~$1.12,~~$0.52, as compared to ~~$0.94~~$0.32 for the ~~nine~~three months ended ~~September~~June 30, ~~2016.~~2017.

During the six months ended June 30, 2018:

· consolidated net revenues increased 7% to $3.61 billion, while consolidated operating income increased 24% to $1.0 billion, as compared to consolidated net revenues of $3.36 billion and consolidated operating income of $831 million for the six months ended June 30, 2017;

· revenues from digital online channels were $2.72 billion, or 75% of consolidated net revenues, as compared to $2.69 billion, or 80% of consolidated net revenues, for the six months ended June 30, 2017;

· operating margin was 28.5%, as compared to 24.8% for the six months ended June 30, 2017;

· cash flows from operating activities were $538 million, a decrease of 20%, as compared to $676 million for the six months ended June 30, 2017;

· consolidated net income increased 35% to $902 million, as compared to $669 million for the six months ended June 30, 2017; the current period included $25 million of net tax benefits from several discrete tax items, primarily related to the settlement with the IRS with respect to intercompany transfer pricing arrangements, the establishment of a valuation allowance on California research and development credit carryforwards, and updates to our accounting for the U.S. Tax Reform Act (see “Consolidated Results” discussion below for additional details); and

· diluted earnings per common share increased 33% to $1.17, as compared to $0.88 for the six months ended June 30, 2017.

Since certain of our games are hosted online or include significant online functionality that represents ~~an essential component of gameplay and, as~~ a ~~result, a more-than-inconsequential~~ separate ~~deliverable,~~performance obligation, we ~~initially~~ defer the ~~software-related revenues~~transaction price allocable to the online functionality from the sale of these games and recognize the attributable revenues over the relevant estimated service periods, which are generally less than a year. Net revenues and operating income for the three months ended ~~September~~June 30, ~~2017,~~2018, include a net effect of ~~$284~~$256 million and ~~$132~~$182 million, respectively, from the ~~deferral~~recognition of deferred net revenues and related cost of revenues. Net revenues and operating income for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, include a net effect of ~~$458~~$838 million and ~~$370~~$557 million, respectively, from the recognition of deferred net revenues and related cost of revenues.

Content Release and Event Highlights

Games and downloadable content that were released during the three months ended ~~September~~June 30, ~~2017,~~2018, include:

· Activision’s ~~Absolution~~Warmind, the second expansion to Destiny 2;

· Activision’s The War Machine, the second downloadable content pack for Call of Duty: WWII;

· Activision’s United Front, the third downloadable content pack for Call of Duty: ~~Infinite Warfare™~~WWII, on PlayStation 4;

· Activision’s ~~Destiny 2~~Crash Bandicoot™ N. Sane Trilogy, a remastered version of the ~~sequel to~~ ~~Destiny~~;first three Crash Bandicoot games, on the Xbox One, PC, and Nintendo Switch; and

· ~~Activision’s~~Blizzard’s latest expansion to ~~Retribution~~Hearthstone—The Witchwood™ ~~on PlayStation 4,~~.

Operating Metrics

The following operating metrics are key performance indicators that we use to evaluate our business.

Net Bookings

We monitor net bookings as a key operating metric in evaluating the ~~fourth~~performance of our business. Net bookings is defined as the net amount of products and services sold digitally or sold-in physically in the period, and includes license fees, merchandise, and publisher incentives, among others. Net bookings is equal to net revenues excluding the impact from deferrals. Net bookings were as follows (amounts in millions):

	June 30, 2018		June 30, 2017		Increase (Decrease)
Net bookings
Three Months Ended	$	1,385	$	1,418	$	(33)
Six Months Ended	$	2,769	$	2,614	$	155

Q2 2018 vs. Q2 2017

The decrease in net bookings for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, was primarily due to:

· lower net bookings in the current quarter from Call of Duty: Infinite WarfareTM (which, when referred to herein, is inclusive of Call of Duty: Modern Warfare® Remastered), which was released in November 2016, as compared to net bookings in the comparable prior year quarter from Call of Duty: Black Ops III, the comparable 2015 title, primarily since the prior-year quarter included the May 2017 release of Zombies Chronicles, a downloadable content pack forCall of Duty: Black Ops III, with no comparable content release in the current quarter; and

· lower net bookings from Overwatch, which was released in May 2016.

The decrease was partially offset by:

· higher net bookings from Call of Duty: WWII, which was released in November 2017, as compared to Call of Duty: Infinite Warfare, the comparable 2016 title;

· higher net bookings from the Destiny franchise, driven by Destiny 2, which was released in September 2017, and its associated in-game content, with no comparable release in 2016; and

· higher net bookings from the Candy Crush franchise due to increased monetization, primarily through in-game events and features.

YTD Q2 2018 vs. YTD Q2 2017

The increase in net bookings for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily due to:

· higher net bookings from Call of Duty: WWII, as compared to Call of Duty: Infinite Warfare; and

· ~~Blizzard’s~~ ~~Knights of~~higher net bookings from the ~~Frozen Throne™~~~~, the latest expansion~~Candy Crush franchise due to ~~Hearthstone.~~increased monetization, primarily through in-game events and features.

The increase was partially offset by:

· lower net bookings from Call of Duty: Infinite Warfare, as compared to Call of Duty: Black Ops III; and

· lower net bookings from Overwatch.

Monthly Active ~~Users: Measuring the Size of Our User Base~~Users

We monitor monthly active users (“MAUs”) as a key measure of the overall size of our user base. MAUs are the number of individuals who ~~played~~accessed a particular game in a given month. We calculate average MAUs in a period by adding the total number of MAUs in each of the months in a given period and dividing that total by the number of months in the period. An individual who ~~plays~~accesses two of our games would be counted as two users. In addition, due to technical limitations, for Activision and King, an individual who ~~plays~~accesses the same game on two platforms or devices in the relevant period would be counted as two users. For Blizzard, an individual who ~~plays~~accesses the same game on two platforms or devices in the relevant period would generally be counted as a single user.

The number of MAUs for a given period can be significantly impacted by the timing of new content releases, since new releases may cause a temporary surge in MAUs. Accordingly, although we believe that overall trending in the number of MAUs can be a meaningful performance metric, period-to-period fluctuations may not be indicative of longer-term trends. The following table details our average MAUs on a sequential quarterly basis for each of our reportable segments (amounts in millions):

	September 30, 2017	June 30, 2017	March 31, 2017	December 31, 2016	September 30, 2016	June 30, 2016	June 30, 2018	March 31, 2018	December 31, 2017	September 30, 2017	June 30, 2017	March 31, 2017
Activision	49	47	48	51	46	49	45	51	55	49	47	48
Blizzard	42	46	41	41	42	33	37	38	40	42	46	41
King	293	314	342	355	394	409	270	285	290	293	314	342
Total	384	407	431	447	482	491	352	374	385	384	407	431

Average MAUs decreased by 2322 million, or 6%, for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to the three months ended March 31, 2018. The sequential decrease in King’s average MAUs is due to decreases across franchises and less engaged users leaving the network. The sequential decrease in Activision’s average MAUs is due primarily to lower MAUs for the Call of Duty franchise.

Average MAUs decreased by 55 million, or 14%, for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017. The decrease in King’s average MAUs is due to decreases across franchises reflecting the maturity of King’s titles, as well as a decrease in Bubble Witch 3 Saga MAUs during the current quarter given the launch of the title earlier in 2017. The decrease in Blizzard’s average MAUs is due primarily to lower MAUs for the Heroes of the Storm franchise, in part due to content and feature releases during the prior quarter without comparable releases in the current quarter.

~~Average MAUs decreased by 98 million, or 20%, for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016. The~~year-over-year decrease in King’s average MAUs is due to decreases across King’s franchises ~~that are largely attributable~~due to ~~the maturity of King’s titles and~~ less engaged users leaving the network. The year-over-year decrease in Blizzard’s average MAUs is due to lower MAUs for Heroes of the Storm and Overwatch.

MAUs at King for the three months ended June 30, 2018, were also negatively impacted as a result of technical system changes made by some third-party partners in response to data initiatives, which inadvertently impacted some users’ ability to play and spend money in King games.

Management’s Overview of Business Trends

Interactive Entertainment and Mobile Gaming Growth

Our business participates in the global interactive entertainment industry. Games have become an increasingly popular form of entertainment, and we estimate the total industry ~~has grown,~~grew, on average, ~~19% annually over the last four calendar years.~~18% from 2014 to 2017. The industry continues to benefit from additional players entering the market as interactive entertainment becomes more commonplace across age groups and as more developing regions ~~increasingly~~ gain access to this form of entertainment.

Further, the wide adoption of smart phones globally and the free-to-play business model on those platforms has increased the total addressable market for gaming ~~significantly. Smart phones and associated free-to-play games have introduced~~significantly by introducing gaming to new age groups and new regions and ~~allowed~~allowing gaming to occur more widely outside the home. Mobile gaming is ~~now~~ estimated to be larger than both console and PC gaming and continues to grow at a significant rate. King is a leading developer of mobile and free-to-play ~~games. In addition,~~games and our other business units have mobile efforts underway that present the opportunity for us to expand the reach of, and drive additional player investment from, our franchises.

Opportunities to Expand Franchises Outside of Games

Our fans spend significant time investing in our franchises through purchases of our game content, whether through purchases of full games or downloadable content or via microtransactions. Given the passion our players have for our franchises, we believe there are emerging opportunities to drive ~~player~~additional engagement and investment in our franchises outside of ~~game purchases.~~games. These opportunities include esports, film and television, and consumer products. Our efforts to build these ~~additional~~adjacent opportunities are still relatively nascent, but we view them as potentially significant sources of future revenues.

As part of our efforts to take advantage of the esports opportunity, ~~and as announced~~ during ~~the third quarter of~~ 2017 we completed the sale of 12 teams for the Overwatch ~~League. The Overwatch~~ League isTM, the first major global professional esports league with city-based ~~teams. The first preseason game is expected to occur in December 2017, with~~teams, and we are nearing completion of the league’s inaugural ~~season starting in January 2018.~~season.

Concentration of Sales Among the Most Popular Franchises

The concentration of retail revenues among key titles has continued as a trend in the overall interactive ~~software~~entertainment industry. According to The NPD Group, the top 10 titles accounted for ~~32%~~36% of the retail sales in the U.S. interactive entertainment industry in ~~2016.~~2017. Similarly, a significant portion of our revenues ~~have~~has historically been derived from video games based on a few popular franchises and these video games were responsible for a disproportionately high percentage of our profits. For example, the Call of Duty, Candy Crush, World of Warcraft, and Overwatch franchises, collectively, accounted for ~~69%~~66% of our consolidated net ~~revenues,~~ revenues—and a significantly higher percentage of our operating ~~income,~~ income—for ~~2016.~~2017.

The top titles in the industry are also becoming more consistent as players and revenues concentrate more heavily in established franchises. ~~Each of the~~The top 10 console franchises in ~~2016 was a previously~~2017 were all established ~~franchise.~~franchises. Similarly, according to ~~U.S~~U.S. rankings for the Apple App Store and Google Play ~~Store,~~store per App Annie Intelligence, as of ~~September~~December 2017, the top 10 mobile games have an average tenure of 2722 months.

In addition to investing in, and developing sequels and content for, our top ~~titles,~~franchises, we are continually exploring additional ways to expand those franchises. Further, while there is no guarantee of success, we invest in new properties in an effort to develop future top franchises. In 2014, we released Hearthstone and Destiny, in 2015, we released Heroes of the Storm, and in 2016, we released Overwatch. ~~There is no guarantee investments like these will result in established franchises.~~ Additionally, to diversify our portfolio of key franchises and increase our presence in the mobile market, ~~on February 23,~~in 2016 we acquired King.

Overall, we do expect that a limited number of popular franchises will continue to produce a disproportionately high percentage of our, and the industry’s, revenues and profits in the near future. Accordingly, our ability to maintain our top franchises and our ability to successfully compete against our competitors’ top franchises can significantly impact our performance.

Recurring Revenue Business Models

Increased consumer online connectivity has allowed us to offer players new investment opportunities and to shift our business tofurther towards a more consistently recurring and year-round model. Offering downloadable content and microtransactions, in addition to full games, allows our players to access and invest in new content throughout the year. This incremental content not only provides additional high-margin revenues, it can also increase player engagement. Also, mobile games, and free-to-play games more broadly, are generally less seasonal.

Consolidated Statements of Operations Data

The following table sets forth condensed consolidated statements of operations data for the periods indicated in dollars (amounts in millions) and as a percentage of total net revenues, except for cost of revenues, which are presented as a percentage of associated ~~revenues (amounts in millions):~~revenues:

For the Three Months Ended
September 30,

For the Nine Months Ended
September 30,

2017

2016

2017

2016

Net revenues

Product sales

$
384

24%

$
355

23%

$
1,373

28%

$
1,501

33%

Subscription, licensing, and other revenues

1,234

76

1,213

77

3,601

72

3,093

67

Total net revenues

1,618

100

1,568

100

4,974

100

4,594

100

Costs and expenses:

Cost of revenues—product sales:

Product costs

149

39

111

31

422

31

429

29

Software royalties, amortization, and intellectual property licenses

37

10

42

12

200

15

250

17

Cost of revenues—subscription, licensing, and other revenues:

Game operations and distribution costs

249

20

237

20

717

20

620

20

Software royalties, amortization, and intellectual property licenses

117

9

139

11

359

10

319

10

Product development

273

17

249

16

750

15

673

15

Sales and marketing

345

21

340

22

899

18

830

18

General and administrative

191

12

156

10

539

11

486

11

Total costs and expenses

1,361

84

1,274

81

3,886

78

3,607

79

Operating income

257

16

294

19

1,088

22

987

21

Interest and other expense (income), net
37

2

63

4

121

3

181

3

Income before income tax expense

220

14

231

15

967

19

806

18

Income tax expense

32

2

32

2

109

2

93

2

Net income

$
188

12%

$
199

13%

$
858

17%

$
713

16%

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017
Net revenues
Product sales	$	464	28%	$	481	29%	$	1,184	33%	$	989	29%
Subscription, licensing, and other revenues	1,177		72	1,150		71	2,423		67	2,367		71
Total net revenues	1,641		100	1,631		100	3,607		100	3,356		100

Costs and expenses:
Cost of revenues—product sales:
Product costs	126		27	130		27	289		24	273		28
Software royalties, amortization, and intellectual property licenses	49		11	75		16	194		16	163		16
Cost of revenues—subscription, licensing, and other revenues:
Game operations and distribution costs	250		21	236		21	521		22	468		20
Software royalties, amortization, and intellectual property licenses	85		7	120		10	169		7	242		10
Product development	255		16	252		15	513		14	478		14
Sales and marketing	226		14	308		19	477		13	554		17
General and administrative	216		13	171		10	415		12	347		10
Total costs and expenses	1,207		74	1,292		79	2,578		71	2,525		75

Operating income	434		26	339		21	1,029		29	831		25
Interest and other expense (income), net	26		2	46		3	54		1	85		3
Income before income tax expense	408		25	293		18	975		27	746		22
Income tax expense	6		—	50		3	73		2	77		2
Net income	$	402	24%	$	243	15%	$	902	25%	$	669	20%

Consolidated Net Revenues

The following table summarizes our consolidated net revenues and the increase (decrease) in deferred net revenues recognized ~~for the three and nine months ended September 30, 2017 and 2016~~ (amounts in millions):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2017

2016

Increase
(decrease)

% Change

2017

2016

Increase
(decrease)

% Change

Consolidated net revenues

$
1,618

$
1,568

$
50

3%

$
4,974

$
4,594

$
380

8%

Net effect from recognition (deferral) of deferred net revenues

(284)

(62)

(222)

458

447

11

	For the Three Months Ended June 30,							For the Six Months Ended June 30,
	2018		2017		Increase (decrease)		% Change	2018		2017		Increase (decrease)		% Change
Consolidated net revenues	$	1,641	$	1,631	$	10	1%	$	3,607	$	3,356	$	251	7%
Net effect from recognition (deferral) of deferred net revenues	256		213		43			838		742		96

Consolidated Net Revenues

Q3Q2 2018 vs. Q2 2017

The slight increase in consolidated net revenues for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, was primarily due to:

· higher revenues recognized from Activision of $68 million, primarily due to higher revenues recognized from Call of Duty: WWII, which was released in November 2017, as compared to Call of Duty: Infinite Warfare, the comparable 2016 title and higher revenues recognized from the Destiny franchise, driven by Destiny 2, which was released in September 2017, and its associated in-game content, with no comparable release in 2016, partially offset by lower revenues recognized from Call of Duty: Infinite Warfare, which was released in November 2016, as compared to Call of Duty: Black Ops III, the comparable 2015 title; and

· higher revenues from King of $32 million, driven by the Candy Crush franchise’s increased monetization, primarily through in-game events and features.

The increase was partially offset by lower revenues recognized from Blizzard of $81 million, primarily due to lower revenues recognized from Overwatch, which was released in May 2016.

YTD Q2 2018 vs. ~~Q3 2016~~YTD Q2 2017

The increase in consolidated net revenues for the ~~three~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the ~~three~~six months ended ~~September~~June 30, ~~2016, was primarily due to:~~

· ~~revenues recognized from the continued strength of~~ ~~Call of Duty: Black Ops III~~~~, driven by the downloadable content pack,~~ ~~Zombies Chronicles~~~~, which was released in May~~ 2017, ~~and continued strength of microtransactions;~~

· ~~higher revenues from the Candy Crush franchise, driven by in-game events and features, such as the live events across the franchise that coincided with the broadcasting of the game show; and~~

· ~~revenues from~~ ~~Crash Bandicoot~~TM ~~N. Sane Trilogy~~,~~which was released in June 2017.~~

~~The increase was partially offset by:~~

· ~~lower revenues recognized from~~ ~~Overwatch~~~~, which was released in May 2016;~~

· ~~lower revenues recognized from~~ ~~World of Warcraft~~~~, driven by the release of~~ ~~World of Warcraft: Legion~~TM ~~in August 2016, with no comparable release in 2017; and~~

· ~~lower revenues recognized from~~ ~~Call of Duty: Infinite Warfare~~ ~~(which, when referred to herein, is inclusive of~~ ~~Call of Duty: Modern Warfare~~® ~~Remastered~~~~), which was released in November 2016, as compared to the performance of~~ ~~Call of Duty: Black Ops III~~~~, the comparable 2015 title.~~

~~YTD Q3 2017 vs. YTD Q3 2016~~

~~The increase in consolidated net revenues for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016,~~ was primarily due to:

· higher revenues recognized from King titles as the current period includes King revenues for the full year-to-date period, while the comparable prior period only included King revenues for the partial period following the King Closing Date, as well as higher revenues from the Candy Crush franchise,Activision of $358 million, primarily due to ~~in-game events and features;~~

·higher revenues recognized from the ~~continued strength of~~ ~~Call of Duty: Black Ops III~~,Destiny franchise, driven by ~~the downloadable content pack,~~ ~~Zombies Chronicles~~Destiny 2, and ~~continued strength of microtransactions;~~

· higher revenues recognized from ~~Overwatch~~Call of Duty: WWII~~; and~~

· ~~revenues from~~, as compared to ~~Crash Bandicoot N. Sane Trilogy.~~Call of Duty: Infinite Warfare

~~The increase was~~, partially offset by lower revenues recognized from Call of Duty: Infinite Warfare, as compared to ~~the performance of~~ Call of Duty: Black Ops III; and

· higher revenues from King of $101 million, primarily driven by the Candy Crush franchise’s increased monetization, primarily through in-game events and features.

The increase was partially offset by lower revenues recognized from Blizzard of $184 million, primarily due to lower revenues recognized from Overwatch.

Change in Deferred Revenues Recognized

Q3Q2 2018 vs. Q2 2017 ~~vs. Q3 2016~~

The ~~decrease~~increase in net deferred revenues recognized for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to the three months ended ~~September~~June 30, ~~2016,~~2017, was primarily due to ~~the deferral~~higher net deferred revenues recognized for Activision of ~~revenues associated with the Destiny franchise,~~$46 million, primarily due to ~~the release of~~ ~~Destiny 2~~ ~~in September 2017, the revenues from which are largely deferred and will be recognized in future periods over an estimated service period~~. ~~The decrease was partially offset by~~ net deferred revenues recognized from ~~World~~Call of ~~Warcraft~~Duty: Infinite Warfare, which was released in November 2016, as compared to a net deferral of revenues in the ~~comparable~~ prior period ~~due to~~for Call of Duty: Black Ops III, which was released in November 2015, driven by the release ofits downloadable content pack, ~~World of Warcraft: Legion~~Zombies Chronicles, in ~~August 2016.~~May 2017.

YTD ~~Q3 2017~~Q2 2018 vs. YTD ~~Q3 2016~~Q2 2017

The increase in net deferred revenues recognized for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, was primarily due ~~to:~~

·to higher net deferred revenues recognized for Activision of $239 million, primarily due to higher net deferred revenues recognized from the Destiny franchise, driven by ~~Overwatch~~Destiny 2, ~~, as compared~~which was released in September 2017, and its associated in-game content, with no comparable release in 2016.

The increase was partially offset by lower net deferred revenues recognized from Blizzard of $145 million, primarily due to a net deferral of revenues ~~in the comparable prior period due to the release of~~ ~~Overwatch~~ ~~in May 2016; and~~

· ~~net deferred revenues recognized from~~for World of Warcraft, ~~as compared to a net deferral~~primarily driven by revenues associated with in-game content and the timing of ~~revenues in the comparable prior period due to the release of~~ ~~World of Warcraft: Legion~~ ~~in August 2016.~~

~~The increase was partially offset by:~~

· ~~a net deferral of revenues for the Destiny franchise due to the release of~~ ~~Destiny 2~~,expansion releases, as compared to net deferred revenues recognized in the ~~comparable prior period; and~~

· ~~lower net deferred revenues recognized~~prior-year period from ~~the Call~~World of ~~Duty franchise, primarily due to the performance of~~ Warcraft: LegionTM,~~Call of Duty: Infinite Warfare~~~~, as compared to~~ ~~Call of Duty: Black Ops III.~~which was released in August 2016.

Foreign Exchange Impact

Changes in foreign exchange rates had a positive impact of ~~$28~~$51 million and ~~a negative impact of $34~~$161 million on ~~Activision Blizzard’s~~our consolidated net revenues for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, as compared to the ~~impact on net revenues for~~same periods in the ~~three and nine months ended September 30, 2016.~~previous year. The changes are primarily due to changes in the value of the U.S. dollar relative to the ~~Euro~~euro and the British pound.

Operating Segment Results

Currently, we have three reportable segments. Our operating segments are consistent with the manner in which our operations are reviewed and managed by our Chief Executive Officer, who is our chief operating decision maker (“CODM”). The CODM reviews segment performance exclusive of: the impact of the change in deferred revenues and related cost of revenues with respect to certain of our online-enabled games; share-based compensation expense; amortization of intangible assets as a result of purchase price accounting; fees and other expenses (including legal fees, expenses, and accruals) related to acquisitions, associated integration activities, and financings; certain restructuring costs; and certain other non-cash charges. The CODM does not review any information regarding total assets on an operating segment basis, and accordingly, no disclosure is made with respect thereto.

Our operating segments are also consistent with our internal ~~organization~~organizational structure, the way we assess operating performance and allocate resources, and the availability of separate financial information. We do not aggregate operating segments. As discussed in the “Business Overview” above, commencing with the second quarter of 2017, we made changes to our operating segments which reflect the changes in our organization and reporting structure. Our MLG business, which was previously included in the non-reportable “Other segments,” is now presented within the Blizzard

Information on reportable ~~operating segment. Prior period amounts have been revised to reflect this change. This change had no impact on consolidated~~segment net revenues orand operating ~~income.~~income for the three months ended June 30, 2018 and 2017, are presented below (amounts in millions):

	Three Months Ended June 30, 2018								$ Increase / (Decrease)
	Activision		Blizzard		King		Total		Activision		Blizzard		King		Total
Segment Net Revenues
Net revenues from external customers	$	338	$	485	$	502	$	1,325	$	22	$	(81)	$	22	$	(37)
Intersegment net revenues (1)	—		4		—		4		—		4		—		4
Segment net revenues	$	338	$	489	$	502	$	1,329	$	22	$	(77)	$	22	$	(33)

Segment operating income	$	84	$	133	$	169	$	386	$	(3)	$	(92)	$	5	$	(90)

	Three Months Ended June 30, 2017
	Activision		Blizzard		King		Total
Segment Net Revenues
Net revenues from external customers	$	316	$	566	$	480	$	1,362
Intersegment net revenues (1)	—		—		—		—
Segment net revenues	$	316	$	566	$	480	$	1,362

Segment operating income	$	87	$	225	$	164	$	476

Information on reportable segment net revenues and operating income for the ~~reportable segments~~six months ended June 30, 2018 and ~~reconciliations~~2017, are presented below (amounts in millions):

	Six Months Ended June 30, 2018								$ Increase / (Decrease)
	Activision		Blizzard		King		Total		Activision		Blizzard		King		Total
Segment Net Revenues
Net revenues from external customers	$	651	$	964	$	1,036	$	2,651	$	119	$	(45)	$	82	$	156
Intersegment net revenues (1)	—		6		—		6		—		6		—		6
Segment net revenues	$	651	$	970	$	1,036	$	2,657	$	119	$	(39)	$	82	$	162

Segment operating income	$	175	$	255	$	360	$	790	$	64	$	(129)	$	30	$	(35)

	Six Months Ended June 30, 2017
	Activision		Blizzard		King		Total
Segment Net Revenues
Net revenues from external customers	$	532	$	1,009	$	954	$	2,495
Intersegment net revenues (1)	—		—		—		—
Segment net revenues	$	532	$	1,009	$	954	$	2,495

Segment operating income	$	111	$	384	$	330	$	825

(1) Intersegment revenues reflect licensing and service fees charged between segments.

Reconciliations of total segment net revenues and total segment operating income to consolidated net revenues ~~from external customers~~ and consolidated income before income tax expense ~~for the three and nine months ended September 30, 2017 and 2016,~~ are presented in the table below (amounts in millions):

For the Three Months Ended
September 30,

For the Nine Months Ended
September 30,

2017

2016

Increase
(Decrease)

2017

2016

Increase
(Decrease)

Segment net revenues:

Activision

$
759

$
377

$
382

$
1,291

$
1,069

$
222

Blizzard

531

729

(198)

1,539

1,767

(228)

King

528

459

69

1,482

1,149

333

Reportable segments net revenues total

1,818

1,565

253

4,312

3,985

327

Reconciliation to consolidated net revenues:

Other segments (1)

84

65

204

162

Net effect from recognition (deferral) of deferred net revenues

(284)

(62)

458

447

Consolidated net revenues

$
1,618

$
1,568

$
4,974

$
4,594

Segment income (loss) from operations:

Activision

$
261

$
123

$
138

$
371

$
309

$
62

Blizzard

168

316

(148)

552

730

(178)

King

208

138

70

538

381

157

Reportable segment income from operations total

637

577

60

1,461

1,420

41

Reconciliation to consolidated operating income and consolidated income before income tax expense:

Other segments (1)

(12)

(2)

(15)

(5)

Net effect from recognition (deferral) of deferred net revenues and related cost of revenues

(132)

(33)

370

228

Share-based compensation expense

(47)

(33)

(120)

(118)

Amortization of intangible assets

(187)

(211)

(571)

(495)

Fees and other expenses related to the King Acquisition (2)

(3)

(4)

(12)

(43)

Restructuring costs (3)

—

—

(11)

—

Other non-cash charges (4)

1

—

(14)

—

Consolidated operating income

257

294

1,088

987

Interest and other expense (income), net

37

63

121

181

Consolidated income before income tax expense

$
220

$
231

$
967

$
806

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2018		2017		2018		2017
Reconciliation to consolidated net revenues:
Segment net revenues	$	1,329	$	1,362	$	2,657	$	2,495
Revenues from other segments (1)	60		56		118		119
Net effect from recognition (deferral) of deferred net revenues	256		213		838		742
Elimination of intersegment revenues (2)	(4)		—		(6)		—
Consolidated net revenues	$	1,641	$	1,631	$	3,607	$	3,356

Reconciliation to consolidated income before income tax expense:
Segment operating income	$	386	$	476	$	790	$	825
Operating (loss) income from other segments (1)	—		(5)		(11)		(3)
Net effect from recognition (deferral) of deferred net revenues and related cost of revenues	182		105		557		501
Share-based compensation expense	(57)		(39)		(111)		(73)
Amortization of intangible assets	(77)		(194)		(196)		(384)
Fees and other expenses related to the acquisition of King	—		(5)		—		(9)
Restructuring costs	—		—		—		(11)
Other non-cash charges	—		1		—		(15)
Consolidated operating income	434		339		1,029		831
Interest and other expense (income), net	26		46		54		85
Consolidated income before income tax expense	$	408	$	293	$	975	$	746

(2) ~~Reflects~~Intersegment revenues reflect licensing and service fees ~~and other expenses, such as legal, banking, and professional services fees, related to the King Acquisition and associated integration activities, inclusive of related debt financings.~~charged between segments.

~~(3)~~ ~~Reflects restructuring charges, primarily severance costs.~~

~~(4)~~ ~~Reflects a non-cash accounting charge to reclassify certain cumulative translation gains (losses) into earnings due to the substantial liquidation of certain of our foreign entities.~~

Segment Net Revenues

Activision

Q3Q2 2018 vs. Q2 2017 ~~vs. Q3 2016~~

The increase in Activision’s net revenues for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to the three months ended ~~September~~June 30, ~~2016,~~2017, was primarily due to:

· higher revenues from Call of Duty: WWII, which was released in November 2017, as compared to Call of Duty: Infinite Warfare, the comparable 2016 title;

· higher revenues from the Destiny franchise, driven by ~~the release of~~ Destiny 2, which was released in September 2017,; and its associated in-game content, with no comparable release in 2016; and

· revenues from the continued strength of Call of Duty: Black Ops III, ~~driven~~as compared to prior catalog releases.

The increase was partially offset by lower net revenues from Call of Duty: Infinite Warfare, which was released in November 2016, as compared to Call of Duty: Black Ops III, the ~~downloadable content pack,~~ comparable 2015 title.

YTD Q2 2018 vs. YTD Q2 2017

The increase in Activision’s net revenues for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily due to the same drivers and partially offsetting factors as for the three months ended June 30, 2018 discussed above.

~~Zombies Chronicles~~Blizzard

Q2 2018 vs. Q2 2017

The decrease in Blizzard’s net revenues for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, was primarily due to lower revenues from Overwatch, which was released in May 2016. The decrease was partially offset by revenues from the Overwatch League, which started its inaugural regular season in January 2018.

YTD Q2 2018 vs. YTD Q2 2017

The decrease in Blizzard’s net revenues for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, ~~and continued strength of microtransactions; and~~was primarily due to lower revenues from Overwatch. The decrease was partially offset by:

· revenues from the Overwatch League; and

· higher revenues from ~~Crash Bandicoot N. Sane Trilogy~~World of Warcraft, primarily due to revenues associated with in-game content delivered to customers upon pre-purchase of World of Warcraft: Battle for AzerothTM.

King

Q2 2018 vs. Q2 2017

The increase in King’s net revenues for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, was primarily due to higher revenues from the Candy Crush franchise’s increased monetization, primarily through in-game events and features.

YTD Q2 2018 vs. YTD Q2 2017

The increase in King’s net revenues for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily due to higher revenues from the Candy Crush franchise’s increased monetization, primarily through in-game events and features.

Segment Income from Operations

Activision

Q2 2018 vs. Q2 2017

Activision’s operating income for the three months ended June 30, 2018, was comparable to the three months ended June 30, 2017, despite the increase in sales. This was primarily due to:

· higher software amortization and royalties associated with the Destiny franchise, primarily due to the release of Warmind, the second expansion to Destiny 2, in May 2018, with no comparable release in 2017; and

· higher developer costs to support existing and upcoming title releases.

These were offset by lower sales and marketing costs, primarily associated with the Destiny franchise.

YTD Q2 2018 vs. YTD Q2 2017

The increase in Activision’s operating income for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily due to:

· higher revenues, as discussed above; and

· lower sales and marketing costs, primarily associated with the Destiny franchise.

The increase was partially offset by:

· higher developer costs to support existing and upcoming title releases, partially offset by higher capitalization of software development costs; and

Blizzard

Q2 2018 vs. Q2 2017

The decrease in Blizzard’s operating income for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, was primarily due to:

· lower revenues, as discussed above; and

· higher costs to operate and support Blizzard’s core business and adjacent areas of opportunity.

The decrease was partially offset by higher capitalization of software development costs due to the timing of the game development cycle.

YTD Q2 2018 vs. YTD Q2 2017

The decrease in Blizzard’s operating income for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily due to the same drivers and partially offsetting factors as for the three months ended June 30, 2018 discussed above.

King

Q2 2018 vs. Q2 2017

The increase in King’s operating income for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, was primarily due to the higher revenues, as discussed above.

YTD Q2 2018 vs. YTD Q2 2017

The increase in King’s operating income for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily due to the higher revenues, as discussed above. The increase was partially offset by:

· higher marketing and product development costs for King franchises; and

· higher digital storefront fees (e.g. fees retained by Apple and Google for our sales on their platforms), primarily associated with the increase in mobile revenues.

Foreign Exchange Impact

Changes in foreign exchange rates had a positive impact of $36 million and $108 million on reportable segment net revenues for the three and six months ended June 30, 2018, respectively, as compared to the same periods in the previous year. The changes are primarily due to changes in the value of the U.S. dollar relative to the euro and the British pound.

Consolidated Results

Net Revenues by Distribution Channel

The following table details our consolidated net revenues by distribution channel (amounts in millions):

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018		2017		Increase (decrease)		2018		2017		Increase (decrease)
Net revenues by distribution channel:
Digital online channels (1)	$	1,259	$	1,309	$	(50)	$	2,720	$	2,694	$	26
Retail channels	278		260		18		690		529		161
Other (2)	104		62		42		197		133		64
Total consolidated net revenues	$	1,641	$	1,631	$	10	$	3,607	$	3,356	$	251

(1) Net revenues from “Digital online channels” include revenues from digitally-distributed subscriptions, downloadable content, microtransactions, and products, as well as licensing royalties.

(2) Net revenues from “Other” include revenues from our Studios and Distribution businesses, as well as revenues from MLG and the Overwatch League.

Digital Online Channel Net Revenues

Q2 2018 vs. Q2 2017

The decrease in net revenues from digital online channels for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, was primarily due to:

· lower revenues recognized from Overwatch, which was released in May 2016; and

· lower revenues recognized from Call of Duty: Infinite Warfare, which was released in November 2016, as compared to Call of Duty: Black Ops III, the comparable 2015 title.

The decrease was partially offset by:

· higher revenues from the Candy Crush franchise due to increased monetization, primarily through in-game events and features; and

· higher revenues recognized from the Destiny franchise, driven by Destiny 2, which was released in September 2017, and its associated in-game content, with no comparable release in 2016.

YTD Q2 2018 vs. YTD Q2 2017

The increase in net revenues from digital online channels for the six months ended June ~~2017.~~30, 2018, as compared to the six months ended June 30, 2017, was primarily due to:

· higher revenues from the Candy Crush franchise due to increased monetization, primarily through in-game events and features; and

· higher revenues recognized from the Destiny franchise, driven by Destiny 2.

The increase was partially offset by:

· lower revenues recognized from Overwatch; and

· lower revenues recognized from Call of Duty: Infinite Warfare, as compared to Call of Duty: Black Ops III.

Retail Channel Net Revenues

Q2 2018 vs. Q2 2017

The increase in net revenues from retail channels for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, was primarily due to higher revenues recognized from Call of Duty: WWII, which was released in November 2017, as compared to Call of Duty: Infinite Warfare, the comparable 2016 title. The increase was partially offset by lower revenues recognized from Overwatch, which was released in May 2016.

YTD Q2 2018 vs. YTD Q2 2017

The increase in net revenues from retail channels for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily due to the same driver and partially offsetting factor as for the three months ended June 30, 2018 discussed above, as well as higher revenues recognized from the Destiny franchise, driven by Destiny 2, which was released in September 2017, with no comparable release in 2016.

Net Revenues by Geographic Region

The following table details our consolidated net revenues by geographic region (amounts in millions):

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018		2017		Increase (decrease)		2018		2017		Increase (decrease)
Net revenues by geographic region:
Americas	$	900	$	858	$	42	$	1,966	$	1,787	$	179
EMEA (1)	552		538		14		1,239		1,092		147
Asia Pacific	189		235		(46)		402		477		(75)
Consolidated net revenues	$	1,641	$	1,631	$	10	$	3,607	$	3,356	$	251

(1) “EMEA” consists of the Europe, Middle East, and Africa geographic regions.

Americas

Q2 2018 vs. Q2 2017

The increase in net revenues from the Americas region for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, was primarily due to higher revenues from the Candy Crush franchise due to increased monetization, primarily through in-game events and features.

YTD Q2 2018 vs. YTD Q2 2017

The increase in net revenues from the Americas region for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily due to:

· higher revenues recognized from the Destiny franchise, driven by Destiny 2, which was released in September 2017, and its associated in-game content, with no comparable release in 2016;

· higher revenues from the Candy Crush franchise due to increased monetization, primarily through in-game events and features; and

· higher revenues recognized from Call of Duty: WWII, which was released in November 2017, as compared to Call of Duty: Infinite Warfare, the comparable 2016 title.

The increase was partially offset by lower revenues recognized from Call of Duty: Infinite Warfare, which was released in November 2016, as compared to Call of Duty: Black Ops III, the comparable 2015 title.

EMEA

Q2 2018 vs. Q2 2017

The increase in net revenues in the EMEA region for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, was primarily due to higher revenues recognized from Call of Duty: WWII, which was released in November 2017, as compared to Call of Duty: Infinite Warfare, the comparable 2016 title.

YTD Q2 2018 vs. YTD Q2 2017

The increase in net revenues in the EMEA region for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, primarily due to:

· higher revenues recognized from Call of Duty: WWII, as compared to Call of Duty: Infinite Warfare; and

· higher revenues recognized from the Destiny franchise, driven by Destiny 2, which was released in September 2017, and its associated in-game content, with no comparable release in 2016.

Asia Pacific

Q2 2018 vs. Q2 2017

The decrease in net revenues in the Asia Pacific region for the three months ended June 30, 2018, as compared to the three months ended June 30, 2017, was primarily due to lower revenues recognized from Overwatch, which was released in May 2016.

YTD Q2 2018 vs. YTD Q2 2017

The decrease in net revenues in the Asia Pacific region for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily due to lower revenues recognized from Overwatch.

Net Revenues by Platform

The following table details our consolidated net revenues by platform (amounts in millions):

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018		2017		Increase (Decrease)		2018		2017		Increase (Decrease)
Net revenues by platform:
Console	$	565	$	568	$	(3)	$	1,382	$	1,182	$	200
PC	451		508		(57)		971		1,072		(101)
Mobile and ancillary (1)	521		493		28		1,057		969		88
Other (2)	104		62		42		197		133		64
Total consolidated net revenues	$	1,641	$	1,631	$	10	$	3,607	$	3,356	$	251

(1) Net revenues from “Mobile and ancillary” include revenues from mobile devices, as well as non-platform-specific game-related revenues, such as standalone sales of toys and accessories from our Skylanders® franchise and other physical merchandise and accessories.

(2) Net revenues from “Other” include revenues from our Studios and Distribution businesses, as well as revenues from MLG and the Overwatch League.

Console

Q2 2018 vs. Q2 2017

Net revenues from the console platform for the three months ended June 30, 2018, were comparable to the three months ended June 30, 2017, primarily due to:

· higher revenues recognized from Call of Duty: WWII, which was released in November 2017, as compared to Call of Duty: Infinite Warfare, the comparable 2016 title; and

· higher revenues recognized from the Destiny franchise, driven by Destiny 2, which was released in September 2017, and its associated in-game content, with no comparable release in 2016.

The higher revenues above were offset by:

· lower revenues recognized from Call of Duty: Infinite Warfare, which was released in November 2016, as compared to Call of Duty: Black Ops III, the comparable 2015 title; and

· lower revenues recognized from Overwatch, which was released in May 2016.

YTD Q2 2018 vs. YTD Q2 2017

The increase in net revenues from the console platform for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily due to:

· higher revenues recognized from Call of Duty: WWII, as compared to Call of Duty: Infinite Warfare; and

· higher revenues recognized from the Destiny franchise, driven by Destiny 2, and its associated in-game content, with no comparable release in 2016.

The higher revenues above were partially offset by lower revenues recognized from Call of Duty: Infinite Warfare, which was released in November 2016, as compared to Call of Duty: Black Ops III, the comparable 2015 title.

~~YTD Q3 2017 vs. YTD Q3 2016~~

The increase in Activision’s net revenues for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to the same drivers and partially offsetting factors as for the three months ended September 30, 2017, as discussed above.

~~Blizzard~~PC

Q3Q2 2018 vs. Q2 2017 ~~vs. Q3 2016~~

The decrease in ~~Blizzard’s~~ net revenues from the PC platform for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to the three months ended ~~September~~June 30, ~~2016,~~2017, was primarily due to:

· ~~lower revenues from~~ ~~World of Warcraft~~~~, driven by the release of~~ ~~World of Warcraft: Legion~~ ~~in August 2016, with no comparable release in 2017; and~~

· ~~lower revenues from~~ ~~Overwatch~~~~, which was released in May 2016.~~

~~The decrease was partially offset by:~~

· ~~higher revenues from~~ ~~Hearthstone~~~~; and~~

· ~~higher revenues from~~ ~~Diablo III~~~~, primarily due to the release of~~ ~~Rise of the Necromancer™~~~~, a downloadable content pack for~~ ~~Diablo III~~ ~~which was released in June 2017~~.

~~YTD Q3 2017 vs. YTD Q3 2016~~

The decrease in Blizzard’s net revenues for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to the same drivers as for the three months ended September 30, 2017, as discussed above.

~~King~~

~~Q3 2017 vs. Q3 2016~~

The increase in King’s net revenues for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, was primarily due to higher revenues from the Candy Crush franchise driven by in-game events and features.

~~YTD Q3 2017 vs. YTD Q3 2016~~

The increase in King’s net revenues for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to the current period including King revenues for the full year-to-date period, while the comparable prior period only included King revenues for the partial period following the King Closing Date, as well as higher revenues from the Candy Crush franchise, due to in-game events and features.

~~Segment Income from Operations~~

~~Activision~~

~~Q3 2017 vs. Q3 2016~~

The increase in Activision’s operating income for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, was primarily due to the higher revenues discussed above. The increase was partially offset by higher amortization of capitalized software costs and higher product costs primarily due to the release of ~~Destiny 2~~ ~~in September 2017, along with higher sales and marketing costs to support that release.~~

~~YTD Q3 2017 vs. YTD Q3 2016~~

The increase in Activision’s operating income for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to the higher revenues discussed above and lower costs associated with the Skylanders franchise, as there will not be a new release title in 2017. The increase was partially offset by the same factors discussed above as for the three months ended September 30, 2017.

~~Blizzard~~

~~Q3 2017 vs. Q3 2016~~

The decrease in Blizzard’s operating income for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, was primarily due to the lower revenues discussed above. The decrease was partially offset by lower amortization of capitalized software costs due to the release of ~~World of Warcraft: Legion~~ ~~in August 2016, with no comparable release in 2017.~~

~~YTD Q3 2017 vs. YTD Q3 2016~~

The decrease in Blizzard’s operating income for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to the lower revenues discussed above, along with higher product development costs resulting from lower capitalization of software development costs due to the timing of game development cycles. The decrease was partially offset by:

· ~~lower sales and marketing costs for~~ ~~Overwatch~~ ~~and~~ ~~World of Warcraft: Legion,~~ ~~due to their respective launches in 2016, with no comparable releases in 2017; and~~

· ~~lower amortization of capitalized software costs due to the release of~~ ~~Overwatch~~ ~~and~~ ~~World of Warcraft: Legion~~ ~~in 2016.~~

~~King~~

~~Q3 2017 vs. Q3 2016~~

The increase in King’s operating income for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, was primarily due to the higher revenues discussed above, along with lower sales and marketing costs from the Farm Heroes franchise given the launch of ~~Farm Heroes Super Saga~~TM ~~at the end of June 2016 with no comparable launch in the current period.~~

~~YTD Q3 2017 vs. YTD Q3 2016~~

The increase in King’s operating income for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to the current period including King’s results of operations for the full year-to-date period, while the comparable prior period only included King’s results of operations for the partial period following the King Closing Date.

~~Foreign Exchange Impact~~

Changes in foreign exchange rates had a positive impact of $34 million and $1 million on reportable segment net revenues for the three and nine months ended September 30, 2017, respectively, as compared to the impact on reportable segment net revenues for the three and nine months ended September 30, 2016. The changes are primarily due to changes in the value of the U.S. dollar relative to the Euro and British pound.

~~Consolidated Results~~

~~Net Revenues by Distribution Channel~~

~~The following table details our consolidated net revenues by distribution channel for the three and nine months ended September 30, 2017 and 2016 (amounts in millions):~~

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2017

2016

Increase
(decrease)

2017

2016

Increase
(decrease)

Net revenues by distribution channel

Digital online channels (1)

$
1,354

$
1,344

$
10

$
4,048

$
3,412

$
636

Retail channels

168

157

11

698

1,013

(315)

Other (2)

96

67

29

228

169

59

Total consolidated net revenues

$
1,618

$
1,568

$
50

$
4,974

$
4,594

$
380

~~The increase (decrease) in deferred revenues recognized by distribution channel for the three and nine months ended September 30, 2017 and 2016, was as follows (amounts in millions):~~

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2017

2016

Increase
(decrease)

2017

2016

Increase
(decrease)

Increase/(decrease) in deferred revenues recognized by distribution channel:

Digital online channels (1)

$
(114)

$
(158)

$
44

$
236

$
(288)

$
524

Retail channels

(177)

96

(273)

208

735

(527)

Other (2)

7

—

7

14

—

14

Net effect from recognition (deferral) of deferred net revenues

$
(284)

$
(62)

$
(222)

$
458

$
447

$
11

(1) Net revenues from “Digital online channels” include revenues from digitally-distributed subscriptions, licensing royalties, value-added services, downloadable content, microtransactions, and products.

~~(2) Net revenues from “Other” include revenues from our Studios and Distribution businesses, as well as revenues from MLG.~~

~~Digital Online Channel Net Revenues~~

~~Net Revenues~~

~~Q3 2017 vs. Q3 2016~~

Net revenues from digital online channels for the three months ended September 30, 2017, were comparable to the three months ended September 30, 2016. This was primarily due to increases in revenues driven by:

· ~~revenues recognized from the continued strength of~~ ~~Call of Duty: Black Ops III~~~~, driven by the downloadable content pack,~~ ~~Zombies Chronicles~~~~, which was released in May 2017, and continued strength of microtransactions; and~~

· ~~higher revenues from the Candy Crush franchise, driven by in-game events and features.~~

~~The increase was partially offset by:~~

· ~~lower revenues recognized from~~ ~~Call of Duty: Infinite Warfare~~~~, which was released in November 2016, as compared to the performance of~~ ~~Call of Duty: Black Ops III~~~~, the comparable 2015 title;~~

· lower revenues recognized from Overwatch, which was released in May 2016; and

· lower revenues recognized from World of Warcraft, driven by the release of World of Warcraft: Legion in August 2016, with no comparable release in 2017.

~~YTD Q3 2017 vs. YTD Q3 2016~~

~~The increase in net revenues from digital online channels for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to:~~

· higher revenues from King titles, as the current period includes King revenues for the full year-to-date period, while the comparable prior period only included King revenues for the partial period following the King Closing Date, as well as higher revenues from the Candy Crush franchise due to in-game events and features;

· ~~revenues recognized from the continued strength of~~ ~~Call of Duty: Black Ops III,~~ ~~driven by the downloadable content pack,~~ ~~Zombies Chronicles~~~~, and continued strength of microtransactions; and~~

· ~~higher revenues recognized from~~ ~~Overwatch.~~

~~The increase was partially offset by lower revenues recognized from~~ ~~Call of Duty: Infinite Warfare~~~~, as compared to the performance of~~ ~~Call of Duty: Black Ops III~~~~, the comparable 2015 title.~~

~~Change in Deferred Revenues Recognized~~

~~Q3 2017 vs. Q3 2016~~

The increase in net deferred revenues recognized from digital online channels for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, was primarily due to net deferred revenues recognized from ~~World of Warcraft~~~~, as compared to a net deferral of revenues in the comparable prior period due to the release of~~ ~~World of Warcraft: Legion~~ ~~in August 2016. The increase was partially offset by a net deferral of revenues associated with new releases during the current period, including the release of~~ ~~Destiny 2~~ ~~in September 2017 and~~ ~~Knights of the Frozen Throne~~~~, the latest expansion to~~ ~~Hearthstone~~~~, in August 2017.~~

~~YTD Q3 2017 vs. YTD Q3 2016~~

The increase in net deferred revenues recognized from digital online channels for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to:

· ~~net deferred revenues recognized from~~ ~~Overwatch~~~~, as compared to a net deferral of revenues in the comparable prior period due to the release of~~ ~~Overwatch~~ ~~in May 2016;~~

· ~~net deferred revenues recognized from~~ ~~World of Warcraft~~~~, as compared to a net deferral of revenues in the comparable prior period due to the release of~~ ~~World of Warcraft: Legion~~ ~~in August 2016~~; ~~and~~

· ~~higher deferred revenues recognized from the Call of Duty franchise (the weaker performance of~~ ~~Call of Duty: Infinite Warfare~~ ~~digital content in the current period as compared to~~ ~~Call of Duty: Blacks Ops III~~ ~~in the prior period has resulted in less deferrals of revenues from digital content in 2017 as compared to 2016 and, as a result, higher deferred revenues recognized in the current period).~~

~~The increase was partially offset by a deferral of revenues associated with the release of~~ ~~Destiny 2~~ ~~in September 2017 and~~ ~~Knights of the Frozen Throne~~ ~~in August 2017.~~

~~Retail Channel Net Revenues~~

~~Net Revenues~~

~~Q3 2017 vs. Q3 2016~~

~~The increase in net revenues from retail channels for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, was primarily due to revenues from~~ ~~Crash Bandicoot N. Sane Trilogy~~~~, which was released in June 2017. The increase was partially offset by:~~

· ~~lower revenues recognized from the Call of Duty franchise, primarily due to the performance of~~ ~~Call of Duty: Infinite Warfare~~~~, as compared to the performance of~~ ~~Call of Duty: Black Ops III~~~~, the comparable 2015 title; and~~

· ~~lower revenues recognized from~~ ~~Overwatch~~~~, which was released in May 2016~~.

~~YTD Q3 2017 vs. YTD Q3 2016~~

The decrease in net revenues from retail channels for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to lower revenues recognized from the Call of Duty franchise, primarily due to the performance of ~~Call of Duty: Infinite Warfare~~~~, as compared to the performance of~~ ~~Call of Duty: Black Ops III~~. The decrease was partially offset by revenues ~~from~~ ~~Crash Bandicoot N. Sane Trilogy~~.

~~Change in Deferred Revenues Recognized~~

~~Q3 2017 vs. Q3 2016~~

~~The decrease in net deferred revenues recognized from retail channels for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, was primarily due to:~~

· ~~the deferral of revenues associated with the Destiny franchise given the release of~~ ~~Destiny 2~~ ~~in September 2017~~; ~~and~~

· ~~lower net deferred revenues~~ recognized from ~~Call of Duty: Infinite Warfare~~~~, as compared to~~ ~~Call of Duty: Black Ops III.~~

~~YTD Q3 2017 vs. YTD Q3 2016~~

The decrease in net deferred revenues recognized from retail channels for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to was primarily due to:

· ~~lower deferred revenues recognized from~~ ~~Call of Duty: Infinite Warfare~~~~, as compared to~~ ~~Call of Duty: Black Ops III~~~~; and~~

· ~~the deferral of revenues associated with the Destiny franchise, given the release of~~Destiny 2 ~~in September 2017.~~

~~The decrease was partially offset by net deferred revenues recognized from~~ ~~Overwatch~~~~, as compared to a net deferral of revenues in the comparable prior period, due to the release of~~ ~~Overwatch~~ ~~in May 2016~~.

~~Net Revenues by Geographic Region~~

~~The following table details our consolidated net revenues by geographic region for the three and nine months ended September 30, 2017 and 2016 (amounts in millions):~~

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2017

2016

Increase
(decrease)

2017

2016

Increase
(decrease)

Geographic region net revenues:

Americas

$
798

$
796

$
2

$
2,586

$
2,411

$
175

EMEA (1)

593

499

94

1,684

1,528

156

Asia Pacific

227

273

(46)

704

655

49

Consolidated net revenues

$
1,618

$
1,568

$
50

$
4,974

$
4,594

$
380

~~(1)~~ ~~Consists of the Europe, Middle East, and Africa geographic regions.~~

~~Americas~~

~~Q3 2017 vs. Q3 2016~~

Net revenues in the Americas region for the three months ended September 30, 2017, were comparable to the three months ended September 30, 2016. Net revenues were comparable primarily due to increases in revenues from:

· ~~revenues recognized from the continued strength of~~ ~~Call of Duty: Black Ops III~~~~, driven by the downloadable content pack,~~ ~~Zombies Chronicles~~, which was released on the PC platform in ~~May~~October 2017, and ~~continued strength of microtransactions; and~~

· ~~higher revenues from the Candy Crush franchise, driven by~~its associated in-game ~~events and features.~~

~~The increases were offset by:~~

· ~~lower revenues recognized from~~ ~~Overwatch,~~ ~~which was released~~content, with no comparable release in ~~May 2016~~; ~~and~~

~~YTD Q3 2017 vs. YTD Q3 2016~~

~~The increase in net revenues in the Americas region for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to:~~

· higher revenues from King titles, as the current period includes King’s revenues for the full year-to-date period, while the comparable prior period only included King’s revenues for the partial period following the King Closing Date, as well as higher revenues from the Candy Crush franchise due to in-game events and features;

· ~~revenues recognized from the continued strength of~~ ~~Call of Duty: Black Ops III~~~~, driven by the downloadable content pack,~~ ~~Zombies Chronicles~~~~, and continued strength of microtransactions; and~~

· ~~higher revenues recognized from~~ ~~Overwatch~~.

~~The increases were partially offset by lower revenues recognized from~~ ~~Call of Duty: Infinite Warfare~~~~, as compared to the performance of~~ ~~Call of Duty: Black Ops III~~.

~~EMEA~~

~~Q3 2017 vs. Q3 2016~~

~~The increase in net revenues in the EMEA region for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, was primarily due to:~~

· ~~revenues from~~ ~~Crash Bandicoot N. Sane Trilogy~~~~, which was released in June 2017;~~

· ~~revenues recognized from the continued strength of~~ ~~Call of Duty: Black Ops III~~~~, driven by the downloadable content pack,~~ ~~Zombies Chronicles~~~~, which was released in May 2017, and continued strength of microtransactions;~~

· ~~higher revenues from our Distribution business; and~~

· ~~higher revenues from the Candy Crush franchise.~~

~~The increases were offset by lower revenues recognized from~~ ~~Call of Duty: Infinite Warfare~~~~, which was released in November 2016, as compared to the performance of~~ ~~Call of Duty: Black Ops III~~~~, the comparable 2015 title.~~2016.

YTD ~~Q3 2017~~Q2 2018 vs. YTD ~~Q3 2016~~

~~The increase in net revenues in the EMEA region for the nine months ended September 30,~~Q2 2017 as compared to the nine months ended September 30, 2016, was primarily due to the same drivers and partially offsetting factors as those for the three months ended September 30, 2017, as discussed above.

~~Asia Pacific~~

~~Q3 2017 vs. Q3 2016~~

The decrease in net revenues in the Asia Pacific region for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, was primarily due to lower revenues recognized from ~~Overwatch~~~~, which was released in May 2016~~.

~~YTD Q3 2017 vs. YTD Q3 2016~~

The increase in net revenues in the Asia Pacific region for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to higher revenues recognized from ~~Overwatch~~~~, given the nine months ended September 30, 2017, benefited from the recognition of prior year deferred revenues generated during the launch year of~~ ~~Overwatch~~~~, most of which were recognized during the first six months of 2017~~.

~~Net Revenues by Platform~~

~~The following tables detail our consolidated net revenues by platform for the three and nine months ended September 30, 2017 and 2016 (amounts in millions):~~

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2017

2016

Increase
(Decrease)

2017

2016

Increase
(Decrease)

Platform net revenues:

Console

  $
527

  $
452

  $
75

  $
1,710

  $
1,867

  $
(157)

PC

461

609

(148)

1,534

1,421

113

Mobile and ancillary (1)

534

440

94

1,502

1,137

365

Other (2)

96

67

29

228

169

59

Total consolidated net revenues

  $
1,618

  $
1,568

  $
50

  $
4,974

  $
4,594

  $
380

~~(1)~~ Net revenues from “Mobile and ancillary” include revenues from mobile devices, as well as non-platform-specific game-related revenues, such as standalone sales of toys and accessories from our Skylanders franchise and other physical merchandise and accessories.

~~(2)~~ ~~Net revenues from “Other” include revenues from our Studios and Distribution businesses, as well as revenues from MLG.~~

~~Console~~

~~Q3 2017 vs. Q3 2016~~

~~The increase in net revenues from the console platform for the three months ended September 30, 2017, as compared to the three months ended September 30, 2016, was primarily due to:~~

· ~~revenues recognized from the continued strength of~~ ~~Call of Duty: Black Ops III~~~~, driven by the downloadable content pack,~~ ~~Zombies Chronicles~~~~, which was released in May 2017, and continued strength of microtransactions;~~

· ~~revenues from~~ ~~Crash Bandicoot N. Sane Trilogy~~~~, which was released in June 2017; and~~

· ~~higher revenues recognized from the Destiny franchise, driven by the release of~~ ~~Destiny 2~~ ~~in September 2017.~~

~~The increase was partially offset by lower revenues recognized from~~ ~~Call of Duty: Infinite Warfare~~~~, which was released in November 2016, as compared to the performance of~~ ~~Call of Duty: Black Ops III~~~~, the comparable 2015 title.~~

~~YTD Q3 2017 vs. YTD Q3 2016~~

The decrease in net revenues from the console platform for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to lower revenues recognized from ~~Call of Duty: Infinite Warfare~~~~, as compared to the performance of~~ ~~Call of Duty: Black Ops III~~~~. The decrease was partially offset by:~~

· ~~revenues from~~ ~~Crash Bandicoot N. Sane Trilogy~~~~; and~~

· ~~higher revenues recognized from~~ ~~Overwatch~~~~, which was released in May 2016.~~

~~Q3 2017 vs. Q3 2016~~

The decrease in net revenues from the PC platform for the ~~three~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the six months ended June 30, 2017, was primarily due to the same drivers and partially offsetting factors as for the three months ended ~~September~~June 30, ~~2016, was primarily due to:~~2018 discussed above.

· ~~lower revenues recognized from~~ ~~Overwatch~~~~, which was released in May 2016; and~~

· ~~lower revenues recognized from~~ ~~World of Warcraft~~~~, driven by the release of~~ ~~World of Warcraft: Legion~~ ~~in August 2016, which drove higher subscription revenues in the prior period, with no comparable release in 2017.~~

~~YTD Q3 2017 vs. YTD Q3 2016~~

~~The increase in net revenues from the PC platform for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to:~~

· ~~higher revenues recognized from~~ ~~Overwatch,~~ ~~given the nine months ended September 30, 2017, benefited from the recognition of prior year deferred revenues generated during the launch year of~~ ~~Overwatch~~~~, most of which were recognized during the first six months of 2017; and~~

· ~~higher revenues recognized from~~ ~~World of Warcraft~~.

Mobile and Ancillary

Q3Q2 2018 vs. Q2 2017 ~~vs. Q3 2016~~

The increase in net revenues from mobile and ancillary for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to the three months ended ~~September~~June 30, ~~2016,~~2017, was primarily due to higher revenues from the Candy Crush ~~franchise, driven by~~franchise’s increased monetization, primarily through in-game events and features.

YTD ~~Q3 2017~~Q2 2018 vs. YTD ~~Q3 2016~~Q2 2017

The increase in net revenues from mobile and ancillary for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, was primarily due to ~~higher revenues from King titles~~the same driver as ~~the current period includes King’s revenues~~ for the full year-to-date period, while the comparable prior period only included King’s revenues for the partial period following the King Closing Date, as well as higher revenues from the Candy Crush franchise due to in-game events and features.three months ended June 30, 2018 discussed above.

Costs and Expenses

Cost of Revenues

The following ~~tables~~table detail the components of cost of revenues in dollars (amounts in millions) and as a percentage of associated net ~~revenues for the three and nine months ended September 30, 2017 and 2016 (amounts in millions):~~revenues:

Three Months
Ended
September 30,
2017

% of associated
net revenues

Three Months
Ended
September 30,
2016

% of associated
net revenues

Increase
(Decrease)

Cost of revenues—product sales:

Product costs

  $
149

39%

  $
111

31%

  $
38

Software royalties, amortization, and intellectual property licenses

37

10

42

12

(5)

Cost of revenues—subscription, licensing, and other revenues:

Game operations and distribution costs

249

20

237

20

12

Software royalties, amortization, and intellectual property licenses

117

9

139

11

(22)

Total cost of revenues

  $
552

34%

  $
529

34%

  $
23

	Nine Months Ended September 30, 2017		% of associated net revenues	Nine Months Ended September 30, 2016		% of associated net revenues	Increase (Decrease)		Three Months Ended June 30, 2018			% of associated net revenues	Three Months Ended June 30, 2017			% of associated net revenues	Increase (Decrease)
Cost of revenues—product sales:
Product costs	$	422	31%	$	429	29%	$	(7)	$		126	27%	$	130		27%	$		(4)
Software royalties, amortization, and intellectual property licenses	200		15	250		17	(50)		49			11	75			16	(26)
Cost of revenues—subscription, licensing, and other revenues:
Game operations and distribution costs	717		20	620		20	97		250			21	236			21	14
Software royalties, amortization, and intellectual property licenses	359		10	319		10	40		85			7	120			10	(35)
Total cost of revenues	$	1,698	34%	$	1,618	35%	$	80	$		510	31%	$	561		34%	$		(51)

									Six Months Ended June 30, 2018			% of associated net revenues	Six Months Ended June 30, 2017			% of associated net revenues	Increase (Decrease)
Cost of revenues—product sales:
Product costs									$	289		24%	$		273	28%	$	16
Software royalties, amortization, and intellectual property licenses									194			16	163			16	31
Cost of revenues—subscription, licensing, and other revenues:
Game operations and distribution costs									521			22	468			20	53
Software royalties, amortization, and intellectual property licenses									169			7	242			10	(73)
Total cost of revenues									$	1,173		33%	$		1,146	34%	$	27

Cost of Revenues—Product Sales:

Q3Q2 2018 vs. Q2 2017 ~~vs. Q3 2016~~

The ~~increase~~slight decrease in product costs for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to the three months ended ~~September 30, 2016, was primarily due to the increase in product sales for the period, including from our relatively lower margin Distribution business.~~

~~The software royalties, amortization, and intellectual property licenses related to product sales for the three months ended September~~June 30, 2017, was ~~comparable to~~in-line with the ~~three months ended September 30, 2016.~~

~~YTD Q3 2017 vs. YTD Q3 2016~~

~~The~~slight decrease in product costs for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to the decrease in product sales for the period. This was partially offset by higher product costs resulting from the increased revenues of our relatively lower-margin Distribution business.sales.

The decrease in software royalties, amortization, and intellectual property licenses related to product sales for the ~~nine~~three months ended ~~September~~June 30, ~~2017,~~2018, as compared to the ~~nine~~three months ended ~~September~~June 30, ~~2016,~~2017, was primarily due to:

· lower ~~developer royalties and~~ software amortization ~~associated with~~and royalties from Activision of $13 million, driven by lower software amortization and royalties from Call of Duty: WWII as compared to Call of Duty: Infinite Warfare, partially offset by higher software amortization and royalties from the Destiny franchise, primarily due to the ~~timing~~release of ~~releases;~~

· ~~lower software amortization associated with~~ ~~Guitar Hero~~Destiny 2® ~~Live~~~~, which was released~~ in ~~October 2015, with no comparable release in 2016;~~September 2017; and

· lower software amortization ~~associated with~~and royalties from Blizzard of $13 million, driven by ~~Overwatch~~World of Warcraft, for which World of Warcraft: Legion which was released in ~~May 2016.~~August 2016, with no comparable release in 2017.

YTD Q2 2018 vs. YTD Q2 2017

The increase in product costs for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily due to higher product costs from Activision of $21 million, driven by the increase in product sales associated with the Destiny and Call of Duty franchises.

The ~~decrease~~increase in software royalties, amortization, and intellectual property licenses related to product sales for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily due to higher software amortization and royalties from Activision of $55 million, primarily due to the Destiny franchise, driven by the release of Destiny 2, which was released in September 2017, with no comparable release in 2016, partially offset by lower software amortization associated with Call of Duty: WWII, as compared to Call of Duty: Infinite Warfare. The increase from Activision was partially offset by ~~higher~~lower software amortization and royalties from Blizzard of $24 million, driven by World of Warcraft: Legion~~, which was released in August 2016.~~.

Cost of Revenues—Subscription, Licensing, and Other Revenues:

Q3Q2 2018 vs. Q2 2017 ~~vs. Q3 2016~~

The increase in game operations and distribution costs for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to the three months ended ~~September~~June 30, ~~2016,~~2017, was primarily due to higher ~~platform provider fees~~personnel, facilities, and equipment costs of $15 million associated with ~~the increase in revenues from King.~~our online games and broadcasting operations.

The decrease in software royalties, amortization, and intellectual property licenses related to subscription, licensing, and other revenues for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to the three months ended ~~September~~June 30, ~~2016,~~2017, was primarily due to ~~lower~~a decrease of $40 million in amortization of internally-developed franchise intangible assets acquired ~~in the King Acquisition.~~as part of our acquisition of King.

YTD ~~Q3 2017~~Q2 2018 vs. YTD ~~Q3 2016~~Q2 2017

The increase in game operations and distribution costs for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, was primarily due to higher ~~online~~personnel, facilities, and equipment costs ~~and platform provider fees~~of $33 million associated with ~~revenues from King, as the current period includes King’s costs for a full year-to-date period, while the comparable prior period only included King’s revenues~~our online games and ~~associated costs for the partial period following the King Closing Date.~~broadcasting operations.

The ~~increase~~decrease in software royalties, amortization, and intellectual property licenses related to subscription, licensing, and other revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, was primarily due to a ~~full year-to-date period~~decrease of $77 million in amortization of internally-developed franchise intangible assets acquired ~~in the King Acquisition, while the comparable prior period only included a partial period~~as part of ~~amortization~~our acquisition of ~~internally-developed franchise intangible assets following the King Closing Date.~~King.

Product Development (amounts in millions)

September 30,
2017

% of
consolidated
net revenues

September 30,
2016

% of
consolidated
net revenues

Increase
(Decrease)

Three Months Ended

  $
273

17%

  $
249

16%

  $
24

Nine Months Ended

  $
750

15%

  $
673

15%

  $
77

	June 30, 2018		% of consolidated net revenues	June 30, 2017		% of consolidated net revenues	Increase (Decrease)
Three Months Ended	$	255	16%	$	252	15%	$	3
Six Months Ended	$	513	14%	$	478	14%	$	35

Q3Q2 2018 vs. Q2 2017

Product development costs for the three months ended June 30, 2018, were comparable to the three months ended June 30, 2017, primarily due to a $30 million increase in personnel and external developer costs to support existing and upcoming title releases, offset by higher capitalization of software development costs of $23 million due the increased costs previously noted and timing of the game development cycle.

YTD Q2 2018 vs. ~~Q3 2016~~YTD Q2 2017

The increase in product development costs for the ~~three~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2017, was primarily due to ~~higher product development~~a $87 million increase in personnel and external developer costs ~~resulting from lower capitalization of software development costs in the current period due~~ to ~~the timing of game development cycles.~~support existing and upcoming title releases. The increase was partially offset by ~~lower accrued bonuses for Blizzard.~~

~~YTD Q3 2017 vs. YTD Q3 2016~~

~~The increase in product development costs for the nine months ended September 30, 2017, as compared to the nine months ended September 30, 2016, was primarily due to:~~

·higher ~~Blizzard product development costs resulting from lower~~ capitalization of software development costs of $48 million due to the increased costs previously noted and timing of the game development ~~cycles; and~~cycle.

· increased costs related to King, as the current period includes a full year-to-date period of costs, while the comparable prior period only included King’s costs for the partial period following the King Closing Date.

~~The increase was partially offset by lower accrued bonuses for Activision and Blizzard.~~

Sales and Marketing (amounts in millions)

	September 30, 2017		% of consolidated net revenues	September 30, 2016		% of consolidated net revenues	Increase (Decrease)		June 30, 2018		% of consolidated net revenues	June 30, 2017		% of consolidated net revenues	Increase (Decrease)
Three Months Ended	$	345	21%	$	340	22%	$	5	$	226	14%	$	308	19%	$	(82)
Nine Months Ended	$	899	18%	$	830	18%	$	69
Six Months Ended									$	477	13%	$	554	17%	$	(77)

Q3Q2 2018 vs. Q2 2017 ~~vs. Q3 2016~~

~~Sales~~The decrease in sales and marketing expenses for the three months ended ~~September~~June 30, ~~2017, were comparable~~2018, as compared to the three months ended ~~September~~June 30, ~~2016,~~2017, was primarily due to a decrease of $77 million in amortization of the customer base intangible asset acquired as part of our acquisition of King, as the ~~higher sales and marketing costs for~~asset was fully amortized during the ~~Destiny franchise associated with the release~~first quarter of ~~Destiny 2~~ ~~in September 2017 were offset by lower sales and marketing costs for:~~

·~~World of Warcraft~~~~, driven by~~ ~~World of Warcraft: Legion~~~~, which was released in August 2016, with no comparable release in 2017;~~

· ~~King, due to the launch of~~ ~~Farm Heroes Super Saga~~ ~~at the end of June 2016 with no comparable launch in 2017; and~~

· ~~the Call of Duty franchise, primarily as the prior year included our Call of Duty XP event without a comparable event in the current period.~~2018.

YTD ~~Q3 2017~~Q2 2018 vs. YTD ~~Q3 2016~~Q2 2017

The ~~increase~~decrease in sales and marketing expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, was primarily due ~~to:~~

· ~~increased~~to a decrease of $111 million in amortization of the customer base intangible ~~assets~~asset acquired ~~in the~~as part of our acquisition of King, ~~Acquisition and increased sales and marketing costs to support King’s titles,~~ as the ~~current period includes a full year-to-date period~~asset was fully amortized during the first quarter of ~~costs, while the comparable prior period only included King’s costs for the partial period following the King Closing Date; and~~

· ~~higher sales and marketing costs for the Destiny franchise, given the release of~~ ~~Destiny 2~~.

2018. The ~~increase~~decrease was partially offset by ~~lower sales~~a $34 million increase in marketing spending and personnel costs, primarily associated with the Candy Crush franchise and the Overwatch League, the latter of which started its inaugural regular season in January 2018, partially offset by reduced marketing ~~costs~~ for the Bubble Witch franchise, as ~~Overwatch~~Bubble Witch 3 Saga ~~and~~ ~~World~~TM was released during the first quarter of ~~Warcraft: Legion~~~~, due to their launches~~2017, with no comparable release in ~~the prior year.~~2018.

General and Administrative (amounts in millions)

	September 30, 2017		% of consolidated net revenues	September 30, 2016		% of consolidated net revenues	Increase (Decrease)		June 30, 2018		% of consolidated net revenues	June 30, 2017		% of consolidated net revenues	Increase (Decrease)
Three Months Ended	$	191	12%	$	156	10%	$	35	$	216	13%	$	171	10%	$	45
Nine Months Ended	$	539	11%	$	486	11%	$	53
Six Months Ended									$	415	12%	$	347	10%	$	68

Q3Q2 2018 vs. Q2 2017 ~~vs. Q3 2016~~

The increase in general and administrative expenses for the three months ended ~~September~~June 30, ~~2017,~~2018, as compared to the three months ended ~~September~~June 30, ~~2016,~~2017, was primarily due ~~to increased~~to:

· a $39 million increase in personnel costs, including stock-based compensation expense, and facilities costs to support the growth of our core business and ~~expanding~~adjacent areas of ~~opportunity.~~opportunity; and

· a $13 million increase in charitable contributions, primarily driven by the success of a charitable campaign in Overwatch where all proceeds involving the sale of a special in-game item, were donated to charity.

YTD ~~Q3 2017~~Q2 2018 vs. YTD ~~Q3 2016~~Q2 2017

The increase in general and administrative expenses for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, was primarily due ~~to:~~

· ~~increased~~to a $67 million increase in personnel costs, including stock-based compensation expense, and facilities costs to support the growth of our core business and ~~expanding~~adjacent areas of ~~opportunity; and~~opportunity.

· the inclusion in the current period of a non-cash accounting charge to reclassify certain losses included in our cumulative translation adjustments into earnings due to the substantial liquidation of certain of our foreign entities.

~~The increase was partially offset by lower transaction costs, as the nine months ended September 30, 2016, included the King Acquisition.~~

Interest and Other Expense (Income), Net (amounts in millions)

	September 30, 2017		% of consolidated net revenues	September 30, 2016		% of consolidated net revenues	Increase (Decrease)			June 30, 2018		% of consolidated net revenues	June 30, 2017		% of consolidated net revenues	Increase (Decrease)
Three Months Ended	$	37	2%	$	63	4%	$	(26	)	$	26	2%	$	46	3%	$	(20)
Nine Months Ended	$	121	3%	$	181	3%	$	(60	)
Six Months Ended										$	54	1%	$	85	3%	$	(31)

Q2 2018 vs. Q2 2017

The decrease in interest and other expense (income), net, for the three ~~and nine~~ months ended ~~September~~June 30, ~~2017,~~2018, as compared to the three ~~and nine~~ months ended ~~September~~June 30, ~~2016,~~2017, was primarily due to a $12 million increase in interest income from our ~~lower total outstanding~~cash and cash equivalents and as the prior-year quarter included $12 million from the write-offs of unamortized discount and deferred financing costs associated with debt paydown activities that are not present in 2018.

YTD Q2 2018 vs. YTD Q2 2017

The decrease in interest and ~~lower~~other expense (income), net, for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017, was primarily due to a $23 million increase in interest ~~rates on~~income from our ~~current~~cash and cash equivalents and as the prior-year period included $12 million from the write-offs of unamortized discount and deferred financing costs associated with debt ~~instruments as a result of our refinancing~~paydown activities that are not present in ~~2016 and 2017. See further discussion below under “Liquidity and Capital Resources.”~~2018.

Income Tax Expense (amounts in millions)

	September 30, 2017		% of pretax income	September 30, 2016		% of pretax income	Increase (Decrease)		June 30, 2018		% of pretax income	June 30, 2017		% of pretax income	Increase (Decrease)
Three Months Ended	$	32	15%	$	32	14%	$	—	$	6	1%	$	50	17%	$	(44)
Nine Months Ended	$	109	11%	$	93	12%	$	16
Six Months Ended									$	73	7%	$	77	10%	$	(4)

The income tax expense of ~~$32~~$6 million for the three months ended ~~September~~June 30, ~~2017,~~2018, reflects an effective tax rate of 15%, which is higher than the effective tax rate of 14% for the three months ended September 30, 2016. The increase is due to lower discrete tax benefits recognized in the current quarter, partially offset by higher excess tax benefits from share-based payments.

~~The income tax expense of $109 million for the nine months ended September 30, 2017, reflects an effective tax rate of 11%~~1%, which is lower than the effective tax rate of ~~12%~~17% for the ~~nine~~three months ended ~~September~~June 30, ~~2016.~~2017. The decrease is due to ~~higher~~a $115 million discrete net tax benefit resulting from a closing agreement the Company entered into with the IRS to resolve certain intercompany transfer pricing arrangements for tax periods starting in 2009 (the “Closing Agreement”) and the benefit from the lower U.S. corporate income tax rate in the current year as a result of the U.S. Tax Reform Act, net of the impact of global intangible low-taxed income of foreign subsidiaries (“GILTI”). This decrease was partially offset by a $57 million valuation allowance recorded with regard to California research and development credit carryforwards (“CA R&D Credits”) and the additional $34 million income tax expense related to the change in the provisional amount described below.

The income tax expense of $73 million for the six months ended June 30, 2018, reflects an effective tax rate of 7%, which is lower than the effective tax rate of 10% for the six months ended June 30, 2017. The decrease is due to a $115 million discrete net tax benefit resulting from the Closing Agreement and the benefit from the lower U.S. corporate income tax rate, net of the impact of GILTI. This decrease was partially offset by the $57 million valuation allowance recorded with regard to CA R&D Credits, lower excess tax benefits from share-based payments, and the additional $34 million income tax expense related to the change in the ~~current period, partially offset by lower discrete tax benefits, primarily related to an audit settlement recognized in the prior period.~~provisional amount described below.

The effective tax ~~rate~~rates of ~~15%~~1% and ~~11%~~7% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, respectively, isare lower than the U.S. statutory rate of ~~35%~~21%, primarily due to a discrete net tax benefit resulting from the Closing Agreement, foreign earnings taxed at relatively lower statutory rates, the recognition of excess tax benefits from share-based payments, and ~~the~~ recognition of federal ~~and California~~ research and development credits, partially offset by the valuation allowance recorded with regard to CA R&D Credits and an ~~increase of reserves for uncertain~~additional income tax ~~positions.~~expense related to the change in the provisional amount described below.

On June 27, 2018, the Company entered into the Closing Agreement. The primary adjustments recognized in the second quarter of 2018 related to the Closing Agreement were a tax expense of $70 million and a reduction in unrecognized tax benefits of $437 million. In addition, we recognized $185 million of tax benefits related to other tax adjustments resulting from the changes in U.S. tax attributes and taxable income caused by the primary adjustments. We expect the Closing Agreement to result in federal and state cash tax payments of approximately $345 million, which we expect to be made mostly before December 31, 2018.

We evaluate deferred tax assets each period for recoverability. We record a valuation allowance for assets that do not meet the threshold of “more likely than not” to be realized in the future. To make that determination, the Company evaluates the likelihood of realization based on the weight of all positive and negative evidence available. As of December 31, 2017, the Company had a deferred tax asset for CA R&D Credits, which can be carried forward indefinitely. The Closing Agreement impacts historical and prospective filings in certain states, including California, and after considering the impact of the Closing Agreement on its prospective California taxable income, the Company determined that its remaining CA R&D Credits no longer met the threshold of more likely than not being realized in the future. Accordingly, during the three months ended June 30, 2018, we recorded a full valuation allowance of $57 million. Additionally, the Company has not recognized a tax benefit for current-year CA R&D Credits in its year-to-date tax expense. We will reassess this determination quarterly and record a tax benefit if future evidence allows for a partial or full release of this valuation allowance.

On December 22, 2017, the Securities and Exchange Commission (“SEC”) staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on how to account for the effects of the U.S. Tax Reform Act under Accounting Standards Codification (“ASC”) 740. SAB 118 enabled companies to record a provisional amount for the effects of the U.S. Tax Reform Act based on a reasonable estimate, subject to adjustment during a measurement period of up to one year, until accounting is complete. During the fourth quarter of 2017, we recorded provisional amounts for the effects of the U.S. Tax Reform Act in accordance with SAB 118. In addition, as of December 31. 2017, we no longer considered the available cash balances related to undistributed earnings held outside of the U.S. by our foreign subsidiaries to be indefinitely reinvested. We continue to analyze the effects of the U.S. Tax Reform Act on our condensed consolidated financial statements. Accounting for the income tax effects of the U.S. Tax Reform Act requires complex new calculations and significant judgments in interpreting the legislation. Additional guidance may be issued on how the provisions of the U.S. Tax Reform Act will be applied or otherwise administered that is different from our interpretation. We may make adjustments to the provisional amounts as we collect and prepare the data necessary to finalize our calculations, interpret the U.S. Tax Reform Act and any additional guidance issued, and consider the effects of any additional actions we may take as a result of the U.S. Tax Reform Act.

We continue to evaluate the ongoing impacts of the U.S. Tax Reform Act, including provisions impacting certain foreign income, such as a tax on GILTI and a deduction for foreign derived intangible income. These provisions are complex and subject to continuing regulatory interpretation by the IRS. While we have included an estimate of GILTI in our estimated effective tax rate for 2018, we may make adjustments as we interpret the U.S. Tax Reform Act and any additional guidance issued, and consider the effects of any additional actions we may take as a result of the U.S. Tax Reform Act.

Our effective tax rate differs from the statutory U.S. income tax rate due to the effect of state and local income taxes, tax rates inthat apply to our foreign ~~jurisdictions,~~income (including U.S. tax on foreign income), research and development credits, and certain nondeductible expenses. Our effective tax rate could fluctuate significantly from quarter to quarter based on recurring and nonrecurring factors including, but not limited to: variations in the estimated and actual level of pre-tax income or loss by ~~jurisdiction;~~jurisdiction (including changes in the mix of income by tax ~~jurisdiction (as taxes are levied at relatively lower statutory rates in foreign regions and relatively higher statutory rates in the U.S.)~~jurisdiction); ~~research and development credits;~~ changes in enacted tax laws and regulations, ~~rulings,~~ and interpretations thereof, including with respect to tax credits and state and local income taxes; developments in tax audits and other matters; recognition of excess tax benefits and tax deficiencies from share-based payments; and certain nondeductible expenses. Changes in judgment from the evaluation of new information resulting in the recognition, derecognition, or remeasurement of a tax position taken in a prior annual period are recognized separately in the quarter of the change.

Further information about our income taxes is provided in Note 1013 of the notes to condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Liquidity and Capital Resources

We believe our ability to generate cash flows from operating activities is one of our fundamental financial strengths. In the near term, we expect our business and financial condition to remain strong and to continue to generate significant operating cash ~~flows.~~flows, which, we believe, in combination with our existing balance of cash and cash equivalents and short-term investments of $5.0 billion, our access to capital, and the availability of our $250 million revolving credit facility, will be sufficient to finance our operational and financing requirements for the next 12 months. Our primary sources of liquidity, which are available to us to fund cash outflows such as our anticipated dividend payments, share repurchases, and scheduled debt maturities, include our cash and cash equivalents, ~~short- and long-term~~short-term investments, and cash flows provided by operating activities. With our cash and cash equivalents and short-term investments of $3.7 billion at September 30, 2017, and the expected cash flows provided by our operating activities, we believe that we have sufficient liquidity to meet daily operations for the foreseeable future. We also believe that we have sufficient working capital ($3.0 billion at September 30, 2017) to finance our operational and financing requirements for at least the next 12 months. Additionally, we have the availability of a $250 million revolving credit facility.

As of ~~September~~June 30, ~~2017,~~2018, the amount of cash and cash equivalents held outside of the U.S. by our foreign subsidiaries was ~~$2.3~~$0.9 billion, as compared to ~~$1.9~~$3.0 billion as of December 31, ~~2016. If~~2017. Following the ~~cash and cash equivalents held outside~~enactment of the U.S. ~~are needed in~~Tax Reform Act and the ~~future for~~current period expense on unrepatriated earnings, we no longer consider these available cash balances, which primarily relate to undistributed earnings of our ~~operations in the U.S., we would accrue and pay the required U.S. taxes~~most significant foreign subsidiaries, to ~~repatriate these funds. However, our intent is to permanently reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations.~~be indefinitely reinvested.

~~Furthermore, our~~Our cash provided from operating activities is somewhat impacted by seasonality. Working capital needs are impacted by weekly sales, which are generally highest in the fourth quarter due to seasonal and holiday-related sales patterns. OnWe consider, on a continuing basis, ~~we consider~~ various transactions to increase shareholder value and enhance our business results, including acquisitions, divestitures, joint ventures, share repurchases, and other structural changes. These transactions may result in future cash proceeds or payments.

Sources of Liquidity (amounts in millions)

	September 30, 2017		December 31, 2016		Increase (Decrease)		June 30, 2018		December 31, 2017		Increase (Decrease)
Cash and cash equivalents	$	3,576	$	3,245	$	331	$	4,857	$	4,713	$	144
Short-term investments	89		13		76		124		62		62
	$	3,665	$	3,258	$	407	$	4,981	$	4,775	$	206
Percentage of total assets	21%		19%				28%		26%

	For the Nine Months Ended September 30,							For the Six Months Ended June 30,
	2017		2016		Increase (Decrease)			2018		2017		Increase (Decrease)
Net cash provided by operating activities	$	1,055	$	1,296	$	(241	)	$	538	$	676	$	(138)
Net cash used in investing activities	(156)		(1,150)		994			(124)		(48)		(76)
Net cash (used in) provided by financing activities	(640)		2,083		(2,723		)
Net cash used in financing activities								(250)		(652)		402
Effect of foreign exchange rate changes	72		(23)		95			(19)		50		(69)
Net increase in cash and cash equivalents	$	331	$	2,206	$	(1,875	)
Net increase in cash and cash equivalents and restricted cash								$	145	$	26	$	119

Net Cash Provided by Operating Activities

The primary ~~drivers~~driver of net cash flows associated with our operating activities ~~include~~is the collection of customer receivables generated from the sale of our products and services. These collections are typically partially offset by: payments to vendors for the manufacturing, distribution, and marketing of our products; payments for customer service support for our consumers; payments to third-party developers and intellectual property holders; payments for interest on our debt; payments for software development; payments for tax liabilities; and payments to our workforce.

Net cash provided by operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, was ~~$1.1 billion,~~$538 million, as compared to ~~$1.3 billion~~$676 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. The decrease was primarily due to ~~the~~changes in our working capital resulting from timing of ~~the launches of our games, as the prior period included cash flows from two major launches—~~~~Overwatch~~ ~~in May 2016~~collections and ~~World of Warcraft: Legion~~ ~~in August 2016—while the current period included cash flows from only one major launch—~~~~Destiny 2~~~~—which did not occur until September 2017.~~payments. The decrease was partially offset ~~by:~~

·by higher net income for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016, along with larger adjustments to net income for non-cash charges, primarily associated with the amortization of the acquired intangibles in the King Acquisition; and~~

· ~~changes in our working capital due to the timing of collections and payments.~~2017.

Net Cash Used in Investing Activities

The primary drivers of net cash flows associated with investing activities typically include capital expenditures, purchases and sales of investments, changes in restricted cash balances, and cash used for acquisitions.

Net cash used in investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, was ~~$156~~$124 million, as compared ~~to $1.2 billion~~net cash used in investing activities of $48 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. The ~~decrease~~increase in the cash used in investing activities was primarily due to ~~cash used~~purchases of available-for-sale investments of $59 million for the ~~King Acquisition in the nine~~six months ended ~~September~~June 30, ~~2016,~~2018, with no comparable transaction in the current period. The decrease was partially offset by purchases of available-for-sale investments of $80 million for the nine months ended September 30, 2017, with no comparable transaction in the priorprior-year period.

Net Cash (Used in) Provided by Financing Activities

The primary drivers of net cash flows associated with financing activities typically include the proceeds from, and repayments of, our long-term debt and transactions involving our common stock, including the issuance of shares of common stock to employees upon the exercise of stock options, as well as the payment of dividends.

Net cash used in financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, was ~~$640~~$250 million, as compared to net cash ~~provided by~~used in financing activities of ~~$2.1 billion~~$652 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017. The change was primarily attributed to our debt financing ~~activities.~~activities in the prior year. For the ~~nine~~six months ended ~~September~~June 30, 2017, we had net debt repayments of $500 million, ~~as compared to approximately $2.3 billion of net debt proceeds~~with no comparable repayment activity for the ~~nine~~six months ended ~~September~~June 30, ~~2016. The cash flows used in financing activities for the nine months ended September 30, 2017, were~~2018. This impact was partially offset ~~by higher~~by:

· lower proceeds from stock option exercises of ~~$150~~$77 million for the six months ended June 30, 2018, as compared to ~~$86~~$130 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2017;

· higher tax payments made for net share settlements on restricted stock units of $68 million for the six months ended June 30, 2018, as compared to $36 million for the six months ended June 30, 2017; and

· higher dividends paid of $259 million for the six months ended June 30, 2018, as compared to $226 million for the six months ended June 30, 2017.

Effect of Foreign Exchange Rate Changes

Changes in foreign exchange rates had a negative impact of $19 million and a positive impact of ~~$72 million and a negative impact of $23~~$50 million on our cash and cash equivalents for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016,~~2017, respectively. The change was primarily due to changes in the value of the U.S. dollar relative to the ~~Euro~~euro and the British pound.

Debt

As of both June 30, 2018 and December 31, ~~2016,~~2017, our total outstanding debt ~~was $4.9 billion, bearing interest at a weighted average rate of 2.92%.~~

On February 3, 2017, we entered into a sixth amendment (the “Sixth Amendment”) to our credit agreement, which was originally executed on October 11, 2013 (as amended thereafter and from time to time, the “Credit Agreement”). The Sixth Amendment: (i) provided for a new tranche of term loans “A” in an aggregate principal amount of $2.55 billion (the “2017 TLA”) and (ii) released each of our subsidiary guarantors from their respective guarantees provided under the Credit Agreement. All proceeds of the 2017 TLA, together with additional cash on hand of $139 million, were used to fully retire the term loans then outstanding (the “2016 TLA”) under the Credit Agreement, including all accrued and unpaid interest thereon. The terms of the 2017 TLA, other than the absence of the subsidiary guarantees, are generally the same as the terms of the 2016 TLA. The fees incurred as a result of the Sixth Amendment were not material. The 2017 TLA will mature on August 23, 2021.

On May 26, 2017, in a public underwritten offering, we issued three series of unsecured senior notes—$400 million of 2.6% unsecured senior notes due June 2022, $400 million of 3.4% unsecured senior notes due June 2027, and $400 million of 4.5% unsecured senior notes due June 2047. The proceeds from these unsecured senior notes, together with cash on hand, were used to make a prepayment of $1.2 billion on our 2017 TLA.

During the nine months ended September 30, 2017, we reduced our total outstanding long-term debt by $500 million. This included $139 million of cash used to retire the 2016 TLA, as discussed above, along with a prepayment on the 2017 TLA of $361 million. The prepayment made on our 2017 TLA satisfied the remaining required quarterly principal repayments for the entire term of the Credit Agreement.

~~As a result of the above activities, our total outstanding debt as of September 30, 2017,~~ was $4.4 billion, bearing interest at a weighted average rate of ~~3.52%.~~ 3.69% and 3.58%, respectively. During the six months ended June 30, 2018, there was no activity associated with our debt instruments except for normal recurring interest payments.

A summary of our outstanding debt ~~as of September 30, 2017,~~ is as follows (amounts in millions):

	At September 30, 2017						At June 30, 2018
	Gross Carrying Amount		Unamortized Discount and Deferred Financing Costs		Net Carrying Amount		Gross Carrying Amount		Unamortized Discount and Deferred Financing Costs		Net Carrying Amount
2017 TLA	$	990	$	(8)	$	982	$	990	$	(7)	$	983
2021 Notes	650		(5)		645		650		(4)		646
2022 Notes	400		(4)		396		400		(3)		397
2023 Notes	750		(10)		740		750		(8)		742
2026 Notes	850		(9)		841		850		(9)		841
2027 Notes	400		(6)		394		400		(5)		395
2047 Notes	400		(10)		390		400		(10)		390
Total long-term debt	$	4,440	$	(52)	$	4,388	$	4,440	$	(46)	$	4,394

~~A summary of our debt as of December 31, 2016, was as follows (amounts in millions):~~

	At December 31, 2016						At December 31, 2017
	Gross Carrying Amount		Unamortized Discount and Deferred Financing Costs		Net Carrying Amount		Gross Carrying Amount		Unamortized Discount and Deferred Financing Costs		Net Carrying Amount
2016 TLA	$	2,690	$	(27)	$	2,663
2017 TLA							$	990	$	(8)	$	982
2021 Notes	650		(5)		645		650		(4)		646
2022 Notes							400		(4)		396
2023 Notes	750		(11)		739		750		(9)		741
2026 Notes	850		(10)		840		850		(9)		841
2027 Notes							400		(6)		394
2047 Notes							400		(10)		390
Total long-term debt	$	4,940	$	(53)	$	4,887	$	4,440	$	(50)	$	4,390

Refer to Note 710 of the notes to condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for further disclosures regarding our debt obligations.

Dividends

On February ~~2, 2017,~~1, 2018, our Board of Directors approved a cash dividend of ~~$0.30~~$0.34 per common share. On May ~~10, 2017,~~9, 2018, we made an aggregate cash dividend payment of ~~$226~~$259 million to shareholders of record at the close of business on March 30, ~~2017. On May 26, 2017, we made related dividend equivalent payments of less than $1 million to certain holders of restricted stock units.~~2018.

Capital Expenditures

For the year ending December 31, ~~2017,~~2018, we anticipate total capital expenditures of approximately ~~$135~~$140 million, primarily for leasehold improvements, computer hardware, and software purchases. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, capital expenditures were ~~$86~~$61 million.

Off-Balance Sheet Arrangements

At ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, Activision Blizzard had no significant relationships with unconsolidated entities or financial parties, often referred to as “structured finance” or “special purpose” entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes, that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that they are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, our financial statements will be affected. The accounting policies that reflect our more significant estimates, judgments, and assumptions, and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results, include the following:

· Revenue ~~Recognition including Revenue Arrangements with Multiple Deliverables;~~Recognition;

· Allowances for Returns and Price Protection;

· ~~Allowance for Inventory Obsolescence;~~

· Software Development Costs;

· Income Taxes;

· Fair Value Estimates (including Business Combinations and Assessment of Impairment of Assets); and

· Share-Based Payments.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, there were no significant changes to the above critical accounting policies and ~~estimates.~~estimates, with the exception of our adoption of ASC 606: Revenue from Contracts with Customers. Refer to Note 2 of the notes to condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for disclosures regarding our updated revenue recognition accounting policies and see “Recently Issued Accounting Pronouncements” below for the financial statement impact as a result of our adoption of the new standard. Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2017, for a more complete discussion of our other critical accounting policies and estimates.

Recently Issued Accounting Pronouncements

Below are recently issued accounting pronouncements that were most significant to our accounting policy activities. For a detailed discussion of all relevant recently issued accounting pronouncements, see Note 153 of the notes to condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Recently Adopted Accounting Pronouncements

~~Inventory~~Revenue Recognition

~~In July 2015,~~As discussed in Note 2 of the notes to condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q, in May 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance related to the measurement of inventory which requires inventory within the scope of the guidance to be measured at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted this new standard as of January 1, 2017, and applied it prospectively. The adoption of this guidance did not have a material impact on our financial statements.

~~Recent Accounting Pronouncements Not Yet Adopted~~

~~Revenue Recognition~~

~~In May 2014, the FASB issued new~~ accounting guidance related to revenue ~~recognition. The new standard will replace all current U.S. GAAP guidance on this topic~~recognition and eliminate all industry-specific guidance, providing a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. This guidance will be effective for fiscal years and interim periods within those years beginning after December 15, 2017. We anticipate adopting the accounting standard on January 1, 2018, ~~using~~we adopted the new accounting standard and related amendments (collectively, the “new revenue accounting standard”), utilizing the modified retrospective ~~method, which recognizes~~method. Additionally, we elected to apply the new revenue accounting standard only to contracts not completed as of the adoption date. For contracts that were modified before the period of adoption, we elected to reflect the aggregate effect of all modifications when (1) identifying the satisfied and unsatisfied performance obligations, (2) determining the transaction price, and (3) allocating the transaction price to the satisfied and unsatisfied performance obligations. We recognized the cumulative effect ~~upon adoption~~of initially applying the new revenue accounting standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The cumulative effect adjustment recorded to our retained earnings at ~~the adoption date.~~January 1, 2018 was $88 million.

~~We believe the adoption~~The most significant impacts of the new revenue ~~recognition~~accounting standard ~~may have a significant impact in the following areas:~~for us are:

· The accounting for our sales of our games with significant online functionality for which we do not have vendor-specific objective evidence (“VSOE”) for unspecified future updates and ongoing online services provided. Under the ~~current~~prior accounting standards, VSOE for undelivered elements iswas required. This requirement ~~will be~~was eliminated under the new revenue accounting standard. Accordingly, we ~~will be~~are required to recognize as revenue a portion of the sales price upon delivery of ~~the~~this software, as compared to ~~the current requirement of~~ recognizing the entire sales price ratably over an estimated service ~~period. We expect this~~period, as previously required. This difference toin accounting primarily ~~impact~~impacted revenues from our Call of Duty ~~franchise.~~franchise, where approximately 20% of the sales price is now recognized as revenue upon delivery of the games to our customers. The amount of revenue recognized upon delivery of games to our customers is analyzed on a title-by-title basis and may change in the future. For example, we expect the entire sales price from our upcoming Call of Duty: Black Ops 4 release to be recognized ratably over an estimated service period, as the gameplay will have an increased focus towards the online competitive and cooperative game modes with no single-player campaign mode. Many of our other franchises, such as Destiny, Overwatch, World of Warcraft, and Candy Crush, are online hosted ~~service~~ arrangements, and ~~we do not expect any significant impact on~~ the accounting for our sales of these ~~games.~~games under the new standard is relatively unchanged; and

~~We are continuing to evaluate~~For additional discussion regarding the ~~additional impacts this~~impact of our adoption of the new revenue accounting ~~guidance may have on our financial statements and related disclosures,~~standard, including the impacts ~~of these changes~~ to our ~~processes~~condensed consolidated balance sheet and ~~internal controls. We expect that the new disclosure requirements will require us to design and implement additional internal controls over financial reporting.~~

~~Leases~~

In February 2016, the FASB issued new guidance related to the accounting for leases. The new standard will replace all current U.S. GAAP guidance on this topic. The new standard, among other things, requires a lessee to classify a lease as either an operating or financing lease, and lessees will need to recognize a lease liability and a right-of-use asset for their leases. The liability will be equal to the present valuestatement of lease payments. The asset will be based on the liability, subject to adjustment for initial direct costs, lease incentives received, and any prepaid lease payments. Operating leases will result in a straight-line expense pattern, while finance leases will result in a front-loaded expense pattern. Classification will be based on criteria that are largely similar to those applied in current lease accounting. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition and will require applicationoperations, see Note 3 of the ~~new guidance at the beginning of the earliest comparative period presented. We are evaluating the impact~~notes to condensed consolidated financial statements included in Item 1 of this ~~new accounting guidance~~Quarterly Report on ~~our financial statements. Currently, we do not plan to early adopt this new standard.~~Form 10-Q.

Statement of Cash Flows-Restricted Cash

Derivatives and Hedging

Recent Accounting Pronouncements Not Yet Adopted

Leases

modified retrospective transition and will require application of the new guidance at the beginning of the earliest comparative period presented, with certain transition practical expedients available to provide relief in adopting the new standard. We are evaluating the impact of this new accounting guidance on our financial statements, but expect it to have a significant impact to our consolidated balance sheet as a result of establishing lease liabilities and right-of-use assets for our operating leases. We do not plan to early adopt this new standard but do expect to elect and apply the available transition practical expedients upon adoption.

Item 3. 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 foreign currency exchange rates and interest rates.

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. Revenues and related expenses generated from our international operations are generally denominated in their respective local currencies. Primary currencies include ~~Euros,~~euros, British pounds, Australian dollars, South Korean won, Chinese yuan, and Swedish krona. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency-denominated transactions will result in reduced revenues, operating expenses, net income, and cash flows from our international operations. Similarly, our revenues, operating expenses, net income, and cash flows will increase for our international operations if the U.S. dollar weakens against foreign currencies. Since we have significant international sales, but incur the majority of our costs in the United States, the impact of foreign currency fluctuations, particularly the strengthening of the U.S. dollar, may have an asymmetric and disproportional impact on our business. We monitor currency volatility throughout the year.

To mitigate our foreign currency risk resulting from our foreign currency-denominated monetary assets, liabilities, and earnings and our foreign currency risk related to functional currency-equivalent cash flows resulting from our intercompany transactions, we periodically enter into currency derivative contracts, principally forward contracts. These forward contracts generally have a maturity of less than one year. The counterparties for our currency derivative contracts are large and reputable commercial or investment banks.

The fair values of our foreign currency contracts are estimated based on the prevailing exchange rates of the various hedged currencies as of the end of the period.

We do not hold or purchase any foreign currency forward contracts for trading or speculative purposes.

Foreign Currency Forward Contracts ~~Not Designated as Hedges~~

~~At September 30, 2017 and December 31, 2016, we did not have any outstanding foreign currency forward contracts not designated as hedges.~~

~~Foreign Currency Forward Contracts~~ Designated as Hedges (“Cash Flow Hedges”)

~~At September 30, 2017, the~~The total gross notional ~~amount~~amounts and fair values of ~~outstanding~~our Cash Flow Hedges ~~was approximately $328 million. The fair value of these contracts, all of which~~are as follows (amounts in millions):

	As of June 30, 2018				As of December 31, 2017
	Notional amount		Fair value gain (loss)		Notional amount		Fair value gain (loss)
Foreign Currency:
Buy USD, Sell Euro	$	639	$	21	$	521	$	(5)

At June 30, 2018, our Cash Flow Hedges have remaining maturities of 1512 months or less. Additionally, less ~~was $10 million of net unrealized losses. At September 30, 2017, we had approximately $6~~than $1 million of net realized but unrecognized losses are recorded within “Accumulated other comprehensive income (loss)” ~~associated with contracts~~at June 30, 2018 for Cash Flow Hedges that had settled but were deferred and will be amortized into earnings, along with the associated hedged revenues. Such amounts will be reclassified into earnings within the next 12 months.

~~At December 31, 2016, the gross notional amount of outstanding Cash Flow Hedges was approximately $346 million.~~ The ~~fair value of these contracts was $22 million of net unrealized gains as of December 31, 2016.~~

~~During the three and nine months ended September 30, 2017 and 2016, there was no ineffectiveness relating to our Cash Flow Hedges and the~~ amount of pre-tax net realized gains (losses) associated with ~~these contracts~~our Cash Flow Hedges that were reclassified out of “Accumulated other comprehensive income (loss)” and into earnings was as follows (amounts in millions):

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2018		2017		2018		2017		Statement of Operations Classification
Cash Flow Hedges	$	(4)	$	3	$	(14)	$	9	Net revenues

Foreign Currency Forward Contracts Not Designated as Hedges

The total gross notional amounts and fair values of our foreign currency forward contracts not designated as hedges are as follows (amounts in millions):

	As of June 30, 2018				As of December 31, 2017
	Notional amount		Fair value gain (loss)		Notional amount		Fair value gain (loss)
Foreign Currency:
Buy Euro, Sell USD	$	137	$	(6)	$	—	$	—

For the three and six months ended June 30, 2018 and 2017, pre-tax net gains associated with these forward contracts were recorded in “General and administrative expenses” and were not material.

In the absence of hedging activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2018, a hypothetical adverse foreign currency exchange rate movement of 10% would have resulted in a theoretical decline of our net income of approximately ~~$95~~$64 million. This sensitivity analysis assumes a parallel adverse shift of all foreign currency exchange rates against the U.S. dollar; however, all foreign currency exchange rates do not always move in this manner and actual results may differ materially.

Interest Rate Risk

Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio and variable rate debt ~~under~~pursuant to the ~~Credit Agreement.~~credit agreement we entered into on October 11, 2013, as amended thereafter and from time to time. We do not currently use derivative financial instruments to manage interest rate risk. As of ~~September~~both June 30, ~~2017,~~2018 and December 31, ~~2016,~~2017, a hypothetical interest rate change on our variable rate debt of one percent (100 basis points) would have changed interest expense on an annual basis by approximately $10 ~~million and $27 million, respectively.~~million. This estimate does not include a change in interest income from our investment portfolio that may result from such a hypothetical interest rate change, nor does it include the effects of other actions that we may take in the future to mitigate this risk, or any changes in our financial structure. Refer to Note 710 of the notes to condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for disclosures regarding interest rates associated with our debt obligations.

Our investment portfolio consists primarily of money market funds and government securities with high credit quality and short average maturities. Because short-term securities mature relatively quickly and must be reinvested at the then-current market rates, interest income on a portfolio consisting of cash, cash equivalents, or short-term securities is more subject to market fluctuations than a portfolio of longer-term securities. Conversely, the fair value of such a portfolio is less sensitive to market fluctuations than a portfolio of longer-term securities. At ~~September~~June 30, ~~2017,~~2018, our ~~$3.58~~$4.86 billion of cash and cash equivalents was comprised primarily of money market funds.

The Company has determined that, based on the composition of our investment portfolio as of ~~September~~June 30, ~~2017,~~2018, there was no material interest rate risk exposure to the Company’s consolidated financial condition, results of operations, or liquidity as of that date.

Item 4. Controls and Procedures

Definition and Limitations of Disclosure Controls and Procedures

Our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is: (1) recorded, processed, summarized, and reported within the time periods specified in the ~~Securities and Exchange Commission’s~~SEC’s rules and forms, and (2) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well designed and operated, can provide only reasonable assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports. Inherent limitations to any system of disclosure controls and procedures include, but are not limited to, the possibility of human error and the circumvention or overriding of such controls by one or more persons. In addition, we have designed our system of controls based on certain assumptions, which we believe are reasonable, about the likelihood of future events, and our system of controls may therefore not achieve its desired objectives under all possible future events.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures at ~~September~~June 30, ~~2017,~~2018, the end of the period covered by this report. Based on this evaluation, the principal executive officer and principal financial officer concluded that, at ~~September~~June 30, ~~2017,~~2018, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported on a timely basis, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated any changes in our internal control over financial reporting that occurred during the fiscal quarter ended ~~September~~June 30, ~~2017.~~2018. Based on this evaluation, the principal executive officer and principal financial officer concluded that, at ~~September~~June 30, ~~2017,~~2018, there have not been any changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 1A. Risk Factors

Various risks associated with our business are described in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

Item 6. Exhibits

The exhibits listed on the accompanying Exhibit Index are hereby incorporated by reference into this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

Exhibit Number		Exhibit

3.1		Third Amended and Restated Certificate of Incorporation of Activision Blizzard, Inc., dated June 5, 2014 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed June 6, 2014).

3.2		~~Third~~Fourth Amended and Restated Bylaws of Activision Blizzard, Inc., adopted as of February ~~2, 2016~~1, 2018 (incorporated by reference to Exhibit 3.1 of the Company’s Form ~~8-K,~~8-K/A, filed ~~February 8, 2016)~~March 21, 2018).

10.1**10.1		~~Notice of~~Non Affiliated Director Compensation Program and Stock ~~Option Award, dated~~Ownership Guidelines, as amended and restated as of ~~August 7, 2017, to Robert A. Kotick.~~

10.2*		~~Form of Notice of Performance Share Unit Award Regarding Operating Income to Robert A. Kotick.~~

10.3*		~~Form of Notice of Performance Share Unit Award Regarding Relative Total Shareholder Return to Robert A. Kotick.~~

10.4*		~~Notice of Stock Option Award, dated as of August 7, 2017, to Dennis Durkin.~~

10.5*		~~Notice of Stock Option Award, dated as of August 7, 2017, to Spencer Neumann.~~May 1, 2018.

31.1		Certification of Robert A. Kotick pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Spencer Neumann pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Robert A. Kotick pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Spencer Neumann pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

*Indicates a management contract or compensatory plan, contract or arrangement in which a director or executive officer of the Company participates.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) condensed consolidated balance sheets at ~~September~~June 30, ~~2017~~2018 and December 31, ~~2016,~~2017, (ii) condensed consolidated statements of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~September~~June 30, ~~2016,~~2017, (iii) condensed consolidated statements of comprehensive income (loss) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~September~~June 30, ~~2016,~~2017, (iv) condensed consolidated statements of cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~September~~June 30, ~~2016;~~2017; (v) condensed consolidated statement of changes in shareholders’ equity for the ~~nine~~six months ended ~~September~~June 30, ~~2017;~~2018; and (vi) notes to condensed consolidated financial statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~November~~August 2, ~~2017~~2018

ACTIVISION BLIZZARD, INC.

/s/ SPENCER NEUMANN		/s/ STEPHEN WEREB
Spencer Neumann		Stephen Wereb
Chief Financial Officer and		Deputy Chief Financial Officer, Chief Accounting Officer, ~~and~~
Principal Financial Officer of		and Principal Accounting Officer of
Activision Blizzard, Inc.		Activision Blizzard, Inc.

5874

Delaware		95-4803544

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3100 Ocean Park Boulevard, Santa Monica, CA		90405

(Address of principal executive offices)		(Zip Code)

Large Accelerated Filer x		Accelerated Filer o

Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

		Emerging growth company o

2017 (remaining three months)	$	186
2018	364
2019	216
2020	72
2021	11
Thereafter	10
Total	$	859

	Activision		Blizzard (1)		King		Total
Balance at December 31, 2016 (1)	$	6,903	$	190	$	2,675	$	9,768
Other	(4)		—		—		(4)
Balance at September 30, 2017	$	6,899	$	190	$	2,675	$	9,764

			Fair Value Measurements at September 30, 2017 Using
	As of September 30, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance Sheet Classification
Financial Assets:
Recurring fair value measurements:
Money market funds	$	3,355	$	3,355	$	—	$	—	Cash and cash equivalents
Foreign government treasury bills	49		49		—		—		Cash and cash equivalents
U.S. treasuries and government agency securities	80		80		—		—		Other current assets
Total recurring fair value measurements	$	3,484	$	3,484	$	—	$	—

Financial liabilities:
Foreign currency forward contracts designated as hedges	$	(10)	$	—	$	(10)	$	—	Accrued expenses and other liabilities

			Fair Value Measurements at December 31, 2016 Using
	As of December 31, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance Sheet Classification
Financial Assets:
Recurring fair value measurements:
Money market funds	$	2,921	$	2,921	$	—	$	—	Cash and cash equivalents
Foreign government treasury bills	38		38		—		—		Cash and cash equivalents
Foreign currency forward contracts designated as hedges	22		—		22		—		Other current assets
Auction rate securities (“ARS”)	9		—		—		9		Other assets
Total recurring fair value measurements	$	2,990	$	2,959	$	22	$	9

(in millions)	For the Three Months Ended September 30, 2016		For the Nine Months Ended September 30, 2016
Net revenues	$	447	$	1,088
Net loss	$	(72)	$	(171)

	Three Months Ended September 30, 2017		% of associated net revenues	Three Months Ended September 30, 2016		% of associated net revenues	Increase (Decrease)
Cost of revenues—product sales:
Product costs	$	149	39%	$	111	31%	$	38
Software royalties, amortization, and intellectual property licenses	37		10	42		12	(5)
Cost of revenues—subscription, licensing, and other revenues:
Game operations and distribution costs	249		20	237		20	12
Software royalties, amortization, and intellectual property licenses	117		9	139		11	(22)
Total cost of revenues	$	552	34%	$	529	34%	$	23