[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income, cash flows, and changes in shareholders' equity, along with detailed notes explaining accounting policies, segment information, debt, and other financial disclosures for Activision Blizzard, Inc. and its subsidiaries [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Assets/Liabilities & Equity | June 30, 2020 (Millions) | December 31, 2019 (Millions) | | :-------------------------- | :----------------------- | :--------------------------- | | **Assets** | | | | Cash and cash equivalents | $6,338 | $5,794 | | Accounts receivable, net | $614 | $848 | | Software development | $331 | $322 | | Other current assets | $436 | $328 | | Total current assets | $7,719 | $7,292 | | Property and equipment, net | $222 | $253 | | Deferred income taxes, net | $1,221 | $1,293 | | Other assets | $677 | $658 | | Intangible assets, net | $484 | $531 | | Goodwill | $9,763 | $9,764 | | **Total assets** | **$20,220** | **$19,845** | | **Liabilities** | | | | Accounts payable | $177 | $292 | | Deferred revenues | $1,222 | $1,375 | | Accrued expenses & other | $1,158 | $1,248 | | Total current liabilities | $2,557 | $2,915 | | Long-term debt, net | $2,676 | $2,675 | | Deferred income taxes, net | $436 | $505 | | Other liabilities | $869 | $945 | | **Total liabilities** | **$6,538** | **$7,040** | | **Shareholders' Equity** | | | | Additional paid-in capital | $11,300 | $11,174 | | Treasury stock | $(5,563) | $(5,563) | | Retained earnings | $8,579 | $7,813 | | AOCI | $(634) | $(619) | | **Total shareholders' equity**| **$13,682** | **$12,805** | | **Total liabilities & equity**| **$20,220** | **$19,845** | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) | Metric (Millions) | 3 Months Ended June 30, 2020 | 3 Months Ended June 30, 2019 | 6 Months Ended June 30, 2020 | 6 Months Ended June 30, 2019 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net revenues | $1,932 | $1,396 | $3,719 | $3,220 | | Product sales | $533 | $359 | $1,076 | $1,015 | | Subscription, licensing, & other revenues | $1,399 | $1,037 | $2,643 | $2,205 | | Total costs & expenses | $1,183 | $1,060 | $2,358 | $2,314 | | Operating income | $749 | $336 | $1,361 | $906 | | Interest & other expense (income), net | $22 | $(34) | $30 | $(31) | | Income before income tax expense | $727 | $370 | $1,331 | $937 | | Income tax expense | $147 | $42 | $247 | $163 | | Net income | $580 | $328 | $1,084 | $774 | | Basic EPS | $0.75 | $0.43 | $1.41 | $1.01 | | Diluted EPS | $0.75 | $0.43 | $1.40 | $1.01 | [Condensed Consolidated Statements of Comprehensive Income](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) | Metric (Millions) | 3 Months Ended June 30, 2020 | 3 Months Ended June 30, 2019 | 6 Months Ended June 30, 2020 | 6 Months Ended June 30, 2019 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income | $580 | $328 | $1,084 | $774 | | Foreign currency translation adjustment, net of tax | $4 | $(2) | $(11) | $1 | | Unrealized gains (losses) on forward contracts designated as hedges, net of tax | $(10) | $(8) | $(9) | $(6) | | Unrealized gains (losses) on investments, net of tax | $0 | $4 | $5 | $(2) | | Total other comprehensive loss | $(6) | $(6) | $(15) | $(7) | | Comprehensive income | $574 | $322 | $1,069 | $767 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity (Millions) | 6 Months Ended June 30, 2020 | 6 Months Ended June 30, 2019 | | :---------------------------- | :--------------------------- | :--------------------------- | | Net income | $1,084 | $774 | | Net cash provided by operating activities | $916 | $604 | | Net cash provided by (used in) investing activities | $(88) | $37 | | Net cash used in financing activities | $(281) | $(274) | | Effect of foreign exchange rate changes on cash and cash equivalents | $(5) | $3 | | Net increase in cash and cash equivalents and restricted cash | $542 | $370 | | Cash and cash equivalents and restricted cash at beginning of period | $5,798 | $4,229 | | Cash and cash equivalents and restricted cash at end of period | $6,340 | $4,599 | [Condensed Consolidated Statement of Changes in Shareholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Shareholders%27%20Equity) | Shareholder's Equity Component (Millions) | Balance at Dec 31, 2019 | Balance at June 30, 2020 | | :---------------------------------------- | :---------------------- | :----------------------- | | Common Shares | 1,197 | 1,200 | | Common Stock Amount | $0 | $0 | | Treasury Shares | (429) | (429) | | Treasury Stock Amount | $(5,563) | $(5,563) | | Additional Paid-In Capital | $11,174 | $11,300 | | Retained Earnings | $7,813 | $8,579 | | Other Comprehensive Income (Loss) | $(619) | $(634) | | Total Shareholders' Equity | $12,805 | $13,682 | - Total shareholders' equity increased from **$12,805 million** at December 31, 2019, to **$13,682 million** at June 30, 2020, primarily driven by net income of **$1,084 million** for the six months ended June 30, 2020, partially offset by dividends paid of **$316 million**[17](index=17&type=chunk)[11](index=11&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Description of Business and Basis of Consolidation and Presentation](index=12&type=section&id=1.Description%20of%20Business%20and%20Basis%20of%20Consolidation%20and%20Presentation) Activision Blizzard, Inc. is a global developer and publisher of interactive entertainment content and services across consoles, PCs, and mobile devices, operating through three reportable segments: Activision, Blizzard, and King. The financial statements are unaudited and prepared in accordance with U.S. GAAP for interim reporting, with estimates and assumptions that consider the COVID-19 pandemic's uncertainty - Activision Blizzard is a leading global developer and publisher of interactive entertainment content and services, distributing content on video game consoles, personal computers, and mobile devices, and operating esports leagues[21](index=21&type=chunk) - **Activision Publishing, Inc.:** Focuses on console platforms, key franchise is Call of Duty® (including Call of Duty: Mobile launched Oct 2019), and operates the Call of Duty League™[23](index=23&type=chunk)[24](index=24&type=chunk) - **Blizzard Entertainment, Inc.:** Focuses on PC platforms, key franchises include World of Warcraft®, Diablo®, Hearthstone®, and Overwatch®, and operates the Overwatch League™[25](index=25&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk) - **King Digital Entertainment:** Focuses on mobile platforms with free-to-play games, key franchise is Candy Crush™, and is growing in-game advertising revenue[28](index=28&type=chunk)[29](index=29&type=chunk) - The preparation of financial statements involves estimates and assumptions, with additional uncertainty due to the COVID-19 pandemic, though no material impact on estimates was noted in the current period[32](index=32&type=chunk) [Note 2. Recently Issued Accounting Pronouncements](index=13&type=section&id=2.Recently%20Issued%20Accounting%20Pronouncements) The company adopted new accounting guidance for cloud computing arrangements, goodwill impairment, and credit losses in Q1 2020, none of which had a material impact on the financial statements. It is currently evaluating new guidance on income taxes effective after December 15, 2020 - **Cloud Computing Arrangements:** Adopted prospectively in Q1 2020; no material impact[33](index=33&type=chunk) - **Goodwill:** Adopted prospectively in Q1 2020, simplifying impairment test; no material impact[34](index=34&type=chunk) - **Financial Instruments - Credit Losses:** Adopted under modified retrospective basis in Q1 2020; no material impact[35](index=35&type=chunk) - New guidance on 'Simplifying the Accounting for Income Taxes' is effective for fiscal years beginning after December 15, 2020, and the company is currently evaluating its potential impact[36](index=36&type=chunk) [Note 3. Software Development and Intellectual Property Licenses](index=14&type=section&id=3.Software%20Development%20and%20Intellectual%20Property%20Licenses) Capitalized software development costs increased to $465 million at June 30, 2020, from $376 million at December 31, 2019. Amortization expense for these costs and intellectual property licenses decreased significantly year-over-year | Component (Millions) | June 30, 2020 | December 31, 2019 | | :------------------- | :------------ | :---------------- | | Internally-developed software costs | $436 | $345 | | Payments to third-party software developers | $29 | $31 | | **Total software development costs** | **$465** | **$376** | | Amortization Expense (Millions) | 3 Months Ended June 30, 2020 | 3 Months Ended June 30, 2019 | 6 Months Ended June 30, 2020 | 6 Months Ended June 30, 2019 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Software development costs & IP licenses | $30 | $54 | $112 | $164 | [Note 4. Intangible Assets, Net](index=15&type=section&id=4.Intangible%20Assets%2C%20Net) Net intangible assets decreased to $484 million at June 30, 2020, from $531 million at December 31, 2019, primarily due to amortization of definite-lived assets. Amortization expense for intangible assets significantly decreased in Q2 and YTD Q2 2020 compared to the prior year | Intangible Asset Type (Millions) | June 30, 2020 Net Carrying Amount | December 31, 2019 Net Carrying Amount | | :------------------------------- | :-------------------------------- | :------------------------------------ | | Internally-developed franchises | $26 | $49 | | Developed software | $2 | $22 | | Trade names | $21 | $24 | | Other definite-lived | $2 | $3 | | Activision trademark (indefinite) | $386 | $386 | | Acquired trade names (indefinite) | $47 | $47 | | **Total intangible assets, net** | **$484** | **$531** | | Amortization Expense (Millions) | 3 Months Ended June 30, 2020 | 3 Months Ended June 30, 2019 | 6 Months Ended June 30, 2020 | 6 Months Ended June 30, 2019 | | :------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Intangible assets | $14 | $48 | $47 | $103 | [Note 5. Goodwill](index=17&type=section&id=5.Goodwill) Goodwill remained largely stable at $9,763 million as of June 30, 2020, with a minor decrease of $1 million in the Activision segment compared to December 31, 2019 | Segment (Millions) | December 31, 2019 | June 30, 2020 | | :----------------- | :---------------- | :------------ | | Activision | $6,898 | $6,897 | | Blizzard | $190 | $190 | | King | $2,676 | $2,676 | | **Total** | **$9,764** | **$9,763** | [Note 6. Fair Value Measurements](index=17&type=section&id=6.Fair%20Value%20Measurements) The company categorizes financial assets and liabilities into a three-level fair value hierarchy. Recurring fair value measurements primarily consist of Level 1 assets like money market funds and government securities. Foreign currency forward contracts are used for hedging, with a total notional amount of $623 million for cash flow hedges at June 30, 2020 | Financial Asset (Millions) | June 30, 2020 Fair Value | Level 1 | Level 2 | Level 3 | | :------------------------- | :----------------------- | :------ | :------ | :------ | | Money market funds | $5,982 | $5,982 | $0 | $0 | | Foreign government treasury bills | $32 | $32 | $0 | $0 | | U.S. treasuries & government agency securities | $121 | $121 | $0 | $0 | | Foreign currency forward contracts designated as hedges | $3 | $0 | $3 | $0 | | **Total recurring fair value measurements** | **$6,138** | **$6,135**| **$3** | **$0** | | Foreign Currency Forward Contracts (Millions) | Notional Amount (June 30, 2020) | Fair Value Gain (Loss) (June 30, 2020) | | :-------------------------------------------- | :------------------------------ | :------------------------------------- | | Buy USD, Sell Euro (Cash Flow Hedges) | $623 | $(1) | | Buy USD, Sell GBP (Not Designated as Hedges) | $25 | $0 | - Pre-tax net realized gains from Cash Flow Hedges reclassified into earnings were **$3 million** for Q2 2020 and **$12 million** for YTD Q2 2020, primarily impacting net revenues[47](index=47&type=chunk)[48](index=48&type=chunk) [Note 7. Deferred Revenues](index=21&type=section&id=7.Deferred%20revenues) Deferred revenues decreased to $1.2 billion at June 30, 2020, from $1.4 billion at December 31, 2019. The company expects to recognize $1.4 billion of contracted revenues from unsatisfied performance obligations over the next 12 months - Aggregate deferred revenues: **$1.2 billion** at June 30, 2020 (vs. **$1.4 billion** at Dec 31, 2019)[54](index=54&type=chunk) - Revenues recognized from prior deferred balances: **$0.4 billion** for Q2 2020 and **$1.2 billion** for YTD Q2 2020[55](index=55&type=chunk) - Contracted revenues allocated to unsatisfied performance obligations: **$2.5 billion** as of June 30, 2020[55](index=55&type=chunk) - Expected recognition: Approximately **$1.4 billion** over the next 12 months, **$0.5 billion** in the subsequent 12-month period, and the remainder thereafter[55](index=55&type=chunk) [Note 8. Debt](index=21&type=section&id=8.Debt) The company maintains a $1.5 billion revolving credit facility, which remains undrawn. Total outstanding unsecured senior notes were $2.7 billion at June 30, 2020, with maturities ranging from 2021 to 2047. The company was in compliance with all debt terms - Revolving credit facility: **$1.5 billion** available, undrawn as of June 30, 2020[56](index=56&type=chunk) - Compliance: In compliance with terms of the Credit Agreement and Notes as of June 30, 2020[60](index=60&type=chunk) | Unsecured Senior Notes (Millions) | Gross Carrying Amount (June 30, 2020) | Net Carrying Amount (June 30, 2020) | | :-------------------------------- | :------------------------------------ | :---------------------------------- | | 2021 Notes (2.3%) | $650 | $648 | | 2022 Notes (2.6%) | $400 | $398 | | 2026 Notes (3.4%) | $850 | $843 | | 2027 Notes (3.4%) | $400 | $396 | | 2047 Notes (4.5%) | $400 | $391 | | **Total long-term debt** | **$2,700** | **$2,676** | | Scheduled Maturities (Millions) | Amount | | :------------------------------ | :----- | | 2020 (remaining six months) | $0 | | 2021 | $650 | | 2022 | $400 | | 2023 | $0 | | 2024 | $0 | | Thereafter | $1,650 | | **Total** | **$2,700** | [Note 9. Accumulated Other Comprehensive Income (Loss)](index=24&type=section&id=9.Accumulated%20Other%20Comprehensive%20Income%20%28Loss%29) Accumulated other comprehensive loss increased slightly to $(634) million at June 30, 2020, from $(619) million at December 31, 2019, primarily due to foreign currency translation adjustments and reclassifications from forward contracts | Component (Millions) | Balance at Dec 31, 2019 | Balance at June 30, 2020 | | :------------------- | :---------------------- | :----------------------- | | Foreign currency translation adjustments | $(624) | $(635) | | Unrealized gain (loss) on forward contracts | $8 | $(1) | | Unrealized gain (loss) on available-for-sale securities | $(3) | $2 | | **Total** | **$(619)** | **$(634)** | [Note 10. Operating Segments and Geographic Region](index=25&type=section&id=10.Operating%20Segments%20and%20Geographic%20Region) Activision Blizzard operates through three reportable segments: Activision, Blizzard, and King. This section details their net revenues and operating income, along with reconciliations to consolidated figures, and breakdowns of net revenues by distribution channel, geographic region, and platform for the three and six months ended June 30, 2020 and 2019 [Segment Net Revenues and Operating Income](index=25&type=section&id=Segment%20Net%20Revenues%20and%20Operating%20Income) | Segment (Millions) | Q2 2020 Net Revenues | Q2 2019 Net Revenues | Q2 2020 Operating Income | Q2 2019 Operating Income | | :----------------- | :------------------- | :------------------- | :----------------------- | :----------------------- | | Activision | $993 | $268 | $559 | $55 | | Blizzard | $461 | $384 | $203 | $75 | | King | $553 | $499 | $212 | $171 | | **Total Segment** | **$2,007** | **$1,151** | **$974** | **$301** | | Segment (Millions) | YTD Q2 2020 Net Revenues | YTD Q2 2019 Net Revenues | YTD Q2 2020 Operating Income | YTD Q2 2019 Operating Income | | :----------------- | :----------------------- | :----------------------- | :--------------------------- | :--------------------------- | | Activision | $1,512 | $585 | $743 | $128 | | Blizzard | $914 | $728 | $400 | $130 | | King | $1,051 | $1,028 | $367 | $349 | | **Total Segment** | **$3,477** | **$2,341** | **$1,510** | **$607** | [Reconciliation to Consolidated Figures](index=26&type=section&id=Reconciliation%20to%20Consolidated%20Figures) | Reconciliation Item (Millions) | Q2 2020 | Q2 2019 | YTD Q2 2020 | YTD Q2 2019 | | :----------------------------- | :------ | :------ | :---------- | :---------- | | Segment net revenues | $2,007 | $1,151 | $3,477 | $2,341 | | Revenues from non-reportable segments | $99 | $59 | $167 | $132 | | Net effect from recognition (deferral) of deferred net revenues | $(146) | $189 | $119 | $755 | | Elimination of intersegment revenues | $(28) | $(3) | $(44) | $(8) | | **Consolidated net revenues** | **$1,932**| **$1,396**| **$3,719** | **$3,220** | | Segment operating income | $974 | $301 | $1,510 | $607 | | Operating income (loss) from non-reportable segments | $(11) | $7 | $(7) | $4 | | Net effect from recognition (deferral) of deferred net revenues and related cost of revenues | $(152) | $135 | $19 | $576 | | Share-based compensation expense | $(42) | $(38) | $(85) | $(100) | | Amortization of intangible assets | $(14) | $(47) | $(47) | $(102) | | Restructuring and related costs | $(6) | $(22) | $(29) | $(79) | | **Consolidated operating income**| **$749** | **$336**| **$1,361** | **$906** | | Interest and other expense (income), net | $22 | $(34) | $30 | $(31) | | **Consolidated income before income tax expense** | **$727** | **$370**| **$1,331** | **$937** | [Net Revenues by Distribution Channel](index=28&type=section&id=Net%20Revenues%20by%20Distribution%20Channel) | Distribution Channel (Millions) | Q2 2020 Consolidated Net Revenues | Q2 2019 Consolidated Net Revenues | | :------------------------------ | :-------------------------------- | :-------------------------------- | | Digital online channels | $1,591 | $1,086 | | Retail channels | $168 | $193 | | Other | $173 | $117 | | **Total** | **$1,932** | **$1,396** | | Distribution Channel (Millions) | YTD Q2 2020 Consolidated Net Revenues | YTD Q2 2019 Consolidated Net Revenues | | :------------------------------ | :------------------------------------ | :------------------------------------ | | Digital online channels | $3,030 | $2,479 | | Retail channels | $390 | $505 | | Other | $299 | $236 | | **Total** | **$3,719** | **$3,220** | - Digital online channels accounted for **82%** of consolidated net revenues in Q2 2020, up from **78%** in Q2 2019, reflecting a continued shift towards digital distribution[137](index=137&type=chunk) [Net Revenues by Geographic Region](index=31&type=section&id=Net%20Revenues%20by%20Geographic%20Region) | Geographic Region (Millions) | Q2 2020 Consolidated Net Revenues | Q2 2019 Consolidated Net Revenues | | :--------------------------- | :-------------------------------- | :-------------------------------- | | Americas | $1,112 | $764 | | EMEA | $615 | $459 | | Asia Pacific | $205 | $173 | | **Total** | **$1,932** | **$1,396** | | Geographic Region (Millions) | YTD Q2 2020 Consolidated Net Revenues | YTD Q2 2019 Consolidated Net Revenues | | :--------------------------- | :------------------------------------ | :------------------------------------ | | Americas | $2,060 | $1,751 | | EMEA | $1,181 | $1,073 | | Asia Pacific | $478 | $396 | | **Total** | **$3,719** | **$3,220** | - The U.S. accounted for **51%** of consolidated net revenues in Q2 2020 (up from **49%** in Q2 2019) and **50%** in YTD Q2 2020 (up from **49%** in YTD Q2 2019)[89](index=89&type=chunk)[90](index=90&type=chunk) [Net Revenues by Platform](index=35&type=section&id=Net%20Revenues%20by%20Platform) | Platform (Millions) | Q2 2020 Consolidated Net Revenues | Q2 2019 Consolidated Net Revenues | | :------------------ | :-------------------------------- | :-------------------------------- | | Console | $655 | $407 | | PC | $482 | $361 | | Mobile and ancillary| $622 | $511 | | Other | $173 | $117 | | **Total** | **$1,932** | **$1,396** | | Platform (Millions) | YTD Q2 2020 Consolidated Net Revenues | YTD Q2 2019 Consolidated Net Revenues | | :------------------ | :------------------------------------ | :------------------------------------ | | Console | $1,249 | $1,083 | | PC | $981 | $855 | | Mobile and ancillary| $1,190 | $1,046 | | Other | $299 | $236 | | **Total** | **$3,719** | **$3,220** | [Note 11. Restructuring](index=39&type=section&id=11.Restructuring) The company's restructuring plan, initiated in 2019, aims to refocus resources on key franchises and reduce non-development costs. As of June 30, 2020, $164 million in charges have been incurred, with an expected total of $190 million, primarily for severance and employee-related costs - Restructuring plan goals: Increase investment in largest internally-owned franchises, reduce non-development/administrative costs, integrate global sales and go-to-market capabilities[99](index=99&type=chunk) - Accrued restructuring and related costs: **$49 million** at June 30, 2020 (primarily severance)[100](index=100&type=chunk) | Segment (Millions) | Total Charges Incurred Through June 30, 2020 | Total Expected Charges | | :----------------- | :------------------------------------------- | :--------------------- | | Activision | $23 | $25 | | Blizzard | $96 | $105 | | King | $18 | $20 | | Other segments | $27 | $40 | | **Total** | **$164** | **$190** | - Approximately **60%** of the aggregate restructuring charge relates to severance and employee-related costs, with most cash outlays expected by the end of 2020[103](index=103&type=chunk) [Note 12. Interest and Other Expense (Income), Net](index=40&type=section&id=12.%20Interest%20and%20Other%20Expense%20%28Income%29%2C%20Net) Interest and other expense, net, shifted from an income of $(34) million in Q2 2019 to an expense of $22 million in Q2 2020, and from an income of $(31) million in YTD Q2 2019 to an expense of $30 million in YTD Q2 2020. This change was primarily due to a prior-year gain on an equity investment and decreased interest income from lower rates | Component (Millions) | Q2 2020 | Q2 2019 | YTD Q2 2020 | YTD Q2 2019 | | :------------------- | :------ | :------ | :---------- | :---------- | | Interest income | $(2) | $(19) | $(18) | $(41) | | Interest expense | $23 | $23 | $45 | $46 | | Unrealized gain on equity investment | $0 | $(38) | $0 | $(38) | | Other expense (income), net | $1 | $0 | $3 | $2 | | **Total** | **$22** | **$(34)** | **$30** | **$(31)** | [Note 13. Income Taxes](index=41&type=section&id=13.Income%20Taxes) Income tax expense increased significantly in Q2 and YTD Q2 2020 compared to the prior year, with effective tax rates of 20% and 19% respectively, primarily due to a prior-year discrete tax benefit from audit settlements and a current-year change in valuation allowance. The rates remain lower than the U.S. statutory rate due to foreign earnings and R&D credits | Metric (Millions) | Q2 2020 | Q2 2019 | YTD Q2 2020 | YTD Q2 2019 | | :---------------- | :------ | :------ | :---------- | :---------- | | Income tax expense| $147 | $42 | $247 | $163 | | Effective tax rate| 20% | 11% | 19% | 17% | - Q2 2020 effective tax rate (**20%**) is higher than Q2 2019 (**11%**) due to a prior-year discrete tax benefit from audit settlements and a current-quarter discrete tax expense for a change in valuation allowance[235](index=235&type=chunk)[236](index=236&type=chunk) - YTD Q2 2020 effective tax rate (**19%**) is higher than YTD Q2 2019 (**17%**) primarily due to a prior-year discrete tax benefit from audit settlements[235](index=235&type=chunk)[236](index=236&type=chunk) - Both Q2 and YTD Q2 2020 effective tax rates are lower than the U.S. statutory rate of **21%** due to lower U.S. taxes on foreign earnings and federal research and development credits[237](index=237&type=chunk) - The company is assessing the financial statement impact of new U.S. Treasury Department regulations related to foreign-derived intangible income and global intangible low-taxed income (GILTI)[111](index=111&type=chunk) [Note 14. Computation of Basic/Diluted Earnings Per Common Share](index=42&type=section&id=14.Computation%20of%20Basic%2FDiluted%20Earnings%20Per%20Common%20Share) Basic and diluted earnings per common share increased significantly in Q2 and YTD Q2 2020, reflecting higher net income. The computation includes the effect of potential dilutive common shares from employee stock options and awards | Metric (Millions, except per share) | Q2 2020 | Q2 2019 | YTD Q2 2020 | YTD Q2 2019 | | :---------------------------------- | :------ | :------ | :---------- | :---------- | | Consolidated net income | $580 | $328 | $1,084 | $774 | | Weighted-average common shares outstanding (Basic) | 771 | 766 | 770 | 765 | | Effect of potential dilutive common shares | 5 | 4 | 5 | 5 | | Weighted-average dilutive common shares outstanding (Diluted) | 776 | 770 | 775 | 770 | | Basic earnings per common share | $0.75 | $0.43 | $1.41 | $1.01 | | Diluted earnings per common share | $0.75 | $0.43 | $1.40 | $1.01 | - Weighted-average shares excluded from diluted EPS: **4 million** restricted stock units and options with unmet performance measures, and **1 million** anti-dilutive employee stock options for Q2 2020[118](index=118&type=chunk) - For YTD Q2 2020, **3 million** restricted stock units and options with unmet performance measures, and **3 million** anti-dilutive employee stock options were excluded[118](index=118&type=chunk) [Note 15. Capital Transactions](index=43&type=section&id=15.Capital%20Transactions) The company has a $1.5 billion stock repurchase program authorized until February 2021, under which no shares have been repurchased as of June 30, 2020. Cash dividends of $0.41 per common share were paid in May 2020, totaling $316 million - Stock Repurchase Program: Authorized for up to **$1.5 billion** from Feb 2019 to Feb 2021; no shares repurchased as of June 30, 2020[119](index=119&type=chunk) - Dividends: **$0.41** per common share declared in Feb 2020, with an aggregate cash payment of **$316 million** made in May 2020[120](index=120&type=chunk) [Note 16. Commitments and Contingencies](index=43&type=section&id=16.Commitments%20and%20Contingencies) The company is involved in routine legal claims and proceedings arising from its ordinary course of business. Management, after consulting with legal counsel, does not expect these matters to have a material adverse effect on its financial condition or results of operations - The company is party to routine claims, suits, investigations, and other proceedings, including intellectual property rights, contractual claims, labor, regulatory, and tax matters[121](index=121&type=chunk) - Management believes these routine claims and lawsuits are not significant and are not expected to have a material adverse effect on the company's business, financial condition, results of operations, or liquidity[121](index=121&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%202.Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Activision Blizzard's financial condition and results of operations, highlighting business overview, the impact of COVID-19, key financial and operating metrics, and detailed analysis of revenues and expenses by segment, distribution channel, geographic region, and platform [Business Overview](index=44&type=section&id=Business%20Overview) - Activision Blizzard is a leading global developer and publisher of interactive entertainment content and services across video game consoles, PCs, and mobile devices, also operating esports leagues and offering digital advertising[123](index=123&type=chunk) - **Activision:** Console-focused, key franchise Call of Duty® (including Call of Duty: Mobile), operates Call of Duty League™[125](index=125&type=chunk)[126](index=126&type=chunk) - **Blizzard:** PC-focused, key franchises World of Warcraft®, Diablo®, Hearthstone®, Overwatch®, operates Overwatch League™[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk) - **King:** Mobile-focused, free-to-play games, key franchise Candy Crush™, growing in-game advertising[130](index=130&type=chunk)[131](index=131&type=chunk) [Impacts of the Global COVID-19 Pandemic](index=45&type=section&id=Impacts%20of%20the%20Global%20COVID-19%20Pandemic) - The COVID-19 pandemic has extensively impacted global health and the economic environment, leading to government measures like stay-at-home orders[133](index=133&type=chunk) - Increased demand for products and services due to stay-at-home orders, particularly for Call of Duty: Modern Warfare (including Warzone) and World of Warcraft[134](index=134&type=chunk) - Strong balance sheet with **$6.5 billion** in cash and cash equivalents and short-term investments provides flexibility[135](index=135&type=chunk) - Most of the workforce is working from home with minimal disruption to business operations[135](index=135&type=chunk) - Monthly active users (MAUs) for certain franchises increased in March but moderated in late Q2 2020, with Blizzard's and King's MAUs broadly flat with Q1 2020[135](index=135&type=chunk) - The full extent of COVID-19's impact remains uncertain and depends on evolving factors, including duration, global economic impact, and governmental actions[134](index=134&type=chunk) [Business Results and Highlights](index=46&type=section&id=Business%20Results%20and%20Highlights) Financial Highlights for the Three Months Ended June 30, 2020 vs 2019 | Metric (Millions, except EPS) | Q2 2020 | Q2 2019 | Change (%) | | :---------------------------- | :------ | :------ | :--------- | | Consolidated net revenues | $1,932 | $1,396 | 38% | | Consolidated operating income | $749 | $336 | 123% | | Revenues from digital online channels | $1,591 | $1,086 | 46% | | Operating margin | 38.8% | 24.1% | 14.7 pp | | Consolidated net income | $580 | $328 | 77% | | Diluted EPS | $0.75 | $0.43 | 74% | Financial Highlights for the Six Months Ended June 30, 2020 vs 2019 | Metric (Millions, except EPS) | YTD Q2 2020 | YTD Q2 2019 | Change (%) | | :---------------------------- | :---------- | :---------- | :--------- | | Consolidated net revenues | $3,719 | $3,220 | 15% | | Consolidated operating income | $1,361 | $906 | 50% | | Revenues from digital online channels | $3,030 | $2,479 | 22% | | Operating margin | 36.6% | 28.1% | 8.5 pp | | Consolidated net income | $1,084 | $774 | 40% | | Diluted EPS | $1.40 | $1.01 | 39% | | Cash flows from operating activities | $916 | $604 | 52% | - Net revenues and operating income for Q2 2020 included a net effect of **$(146) million** and **$(152) million**, respectively, from the deferral of net revenues and related cost of revenues[139](index=139&type=chunk) [Operating Metrics](index=47&type=section&id=Operating%20Metrics) This section details key operating metrics including net bookings, in-game net bookings, and monthly active users (MAUs), along with management's insights into business trends such as interactive entertainment growth, mobile gaming expansion, and sales concentration among popular franchises [Net bookings and In-game net bookings](index=47&type=section&id=Net%20bookings%20and%20In-game%20net%20bookings) - Net bookings is a key operating metric, representing the net amount of products and services sold digitally or physically, excluding deferrals[141](index=141&type=chunk) | Metric (Millions) | Q2 2020 | Q2 2019 | Increase (Decrease) | YTD Q2 2020 | YTD Q2 2019 | Increase (Decrease) | | :---------------- | :------ | :------ | :------------------ | :---------- | :---------- | :------------------ | | Net bookings | $2,078 | $1,207 | $871 | $3,600 | $2,465 | $1,135 | | In-game net bookings | $1,374 | $778 | $596 | $2,329 | $1,573 | $756 | - Q2 2020 net bookings increase driven by Activision (**$725 million**, Call of Duty: Modern Warfare, Warzone, Mobile), Blizzard (**$77 million**, World of Warcraft Classic, in-game content), and King (**$55 million**, Candy Crush)[143](index=143&type=chunk)[144](index=144&type=chunk) - YTD Q2 2020 net bookings increase driven by Activision (**$927 million**, Call of Duty: Modern Warfare, Mobile), and Blizzard (**$186 million**, World of Warcraft Classic, in-game content)[143](index=143&type=chunk)[144](index=144&type=chunk) - Q2 2020 in-game net bookings increase driven by Activision (**$536 million**, Call of Duty: Modern Warfare, Mobile), King (**$41 million**, Candy Crush), and Blizzard (**$19 million**, World of Warcraft)[145](index=145&type=chunk)[146](index=146&type=chunk) - YTD Q2 2020 in-game net bookings increase primarily driven by Activision (**$717 million**)[145](index=145&type=chunk)[146](index=146&type=chunk) [Monthly Active Users (MAUs)](index=49&type=section&id=Monthly%20Active%20Users%20%28MAUs%29) - MAUs are a key measure of user base size, calculated as individuals accessing a game in a given month. Fluctuations can be influenced by new content releases[147](index=147&type=chunk)[148](index=148&type=chunk) | Segment (Millions) | June 30, 2020 | March 31, 2020 | June 30, 2019 | | :----------------- | :------------ | :------------- | :------------ | | Activision | 125 | 102 | 37 | | Blizzard | 32 | 32 | 32 | | King | 271 | 273 | 258 | | **Total** | **428** | **407** | **327** | - Average MAUs increased by **21 million** (**5%**) QoQ, primarily due to Activision's Call of Duty franchise, benefiting from Call of Duty: Warzone launch[149](index=149&type=chunk)[150](index=150&type=chunk) - Average MAUs increased by **101 million** (**31%**) YoY, driven by Activision's Call of Duty: Mobile and Modern Warfare (Warzone), and King's Candy Crush franchise[149](index=149&type=chunk)[151](index=151&type=chunk) [Management's Overview of Business Trends](index=50&type=section&id=Management%27s%20Overview%20of%20Business%20Trends) - Interactive entertainment industry grew **13%** annually from 2016-2019, benefiting from new players and developing regions[152](index=152&type=chunk)[153](index=153&type=chunk) - Mobile gaming is larger than console and PC gaming and continues to grow significantly, expanding the total addressable audience[154](index=154&type=chunk)[155](index=155&type=chunk) - Emerging opportunities exist to drive engagement and investment in franchises outside of games, such as esports leagues (Overwatch League, Call of Duty League)[156](index=156&type=chunk)[157](index=157&type=chunk) - A significant portion of revenues and profits are concentrated among a few popular franchises (Call of Duty, Candy Crush, World of Warcraft accounted for **67%** of consolidated net revenues in 2019)[158](index=158&type=chunk) [Consolidated Statements of Operations Data](index=51&type=section&id=Consolidated%20Statements%20of%20Operations%20Data) | Metric (Millions) | Q2 2020 | % of Total Net Revenues | Q2 2019 | % of Total Net Revenues | YTD Q2 2020 | % of Total Net Revenues | YTD Q2 2019 | % of Total Net Revenues | | :-------------------------- | :------ | :---------------------- | :------ | :---------------------- | :---------- | :---------------------- | :---------- | :---------------------- | | Net revenues | $1,932 | 100% | $1,396 | 100% | $3,719 | 100% | $3,220 | 100% | | Product sales | $533 | 28% | $359 | 26% | $1,076 | 29% | $1,015 | 32% | | Subscription, licensing, & other revenues | $1,399 | 72% | $1,037 | 74% | $2,643 | 71% | $2,205 | 68% | | Total costs & expenses | $1,183 | 61% | $1,060 | 76% | $2,358 | 63% | $2,314 | 72% | | Operating income | $749 | 39% | $336 | 24% | $1,361 | 37% | $906 | 28% | | Net income | $580 | 30% | $328 | 23% | $1,084 | 29% | $774 | 24% | [Consolidated Net Revenues](index=52&type=section&id=Consolidated%20Net%20Revenues) Consolidated net revenues increased by 38% to $1.93 billion in Q2 2020 and 15% to $3.72 billion in YTD Q2 2020, primarily driven by strong performance from Call of Duty: Modern Warfare, Call of Duty: Mobile, and the Candy Crush franchise. Foreign exchange rate changes had a negative impact on revenues | Metric (Millions) | Q2 2020 | Q2 2019 | Increase (Decrease) | YTD Q2 2020 | YTD Q2 2019 | Increase (Decrease) | | :---------------- | :------ | :------ | :------------------ | :---------- | :---------- | :------------------ | | Consolidated net revenues | $1,932 | $1,396 | $536 | $3,719 | $3,220 | $499 | | Net effect from recognition (deferral) of deferred net revenues | $(146) | $189 | $(335) | $119 | $755 | $(636) | | In-game net revenues | $1,113 | $802 | $311 | $2,048 | $1,745 | $303 | - Q2 2020 revenue increase driven by Call of Duty: Modern Warfare, Call of Duty: Mobile, Distribution business, and Candy Crush franchise[163](index=163&type=chunk) - YTD Q2 2020 revenue increase driven by Call of Duty: Modern Warfare, Call of Duty: Mobile, and Call of Duty League, partially offset by lower revenues from Sekiro: Shadows Die Twice[166](index=166&type=chunk) - Foreign exchange rate changes had a negative impact of **$18 million** on consolidated net revenues for Q2 2020 and **$28 million** for YTD Q2 2020[172](index=172&type=chunk) [Operating Segment Results](index=55&type=section&id=Operating%20Segment%20Results) This section analyzes the net revenues and operating income for Activision, Blizzard, and King segments, detailing the key drivers of changes for both the three and six months ended June 30, 2020, compared to the prior year, and also notes the impact of foreign exchange rates [Segment Net Revenues](index=55&type=section&id=Segment%20Net%20Revenues) | Segment (Millions) | Q2 2020 Net Revenues | Q2 2019 Net Revenues | YTD Q2 2020 Net Revenues | YTD Q2 2019 Net Revenues | | :----------------- | :------------------- | :------------------- | :----------------------- | :----------------------- | | Activision | $993 | $268 | $1,512 | $585 | | Blizzard | $461 | $384 | $914 | $728 | | King | $553 | $499 | $1,051 | $1,028 | - **Activision Q2 2020:** Increase driven by Call of Duty: Modern Warfare, Call of Duty: Mobile, Call of Duty franchise catalog titles, Modern Warfare 2 Campaign Remastered, and Call of Duty League[180](index=180&type=chunk) - **Blizzard Q2 2020:** Increase driven by World of Warcraft (subscriptions, in-game content) and intersegment license fees from Call of Duty: Modern Warfare on Battle.net[183](index=183&type=chunk) - **King Q2 2020:** Increase driven by higher player purchases in the Candy Crush franchise[184](index=184&type=chunk) [Segment Income from Operations](index=58&type=section&id=Segment%20Income%20from%20Operations) | Segment (Millions) | Q2 2020 Operating Income | Q2 2019 Operating Income | YTD Q2 2020 Operating Income | YTD Q2 2019 Operating Income | | :----------------- | :----------------------- | :----------------------- | :--------------------------- | :--------------------------- | | Activision | $559 | $55 | $743 | $128 | | Blizzard | $203 | $75 | $400 | $130 | | King | $212 | $171 | $367 | $349 | - **Activision Q2 2020:** Increase due to higher net revenues and lower costs for Crash Team Racing Nitro-Fueled, partially offset by Call of Duty: Mobile costs, higher product development costs (bonuses), and Call of Duty: Modern Warfare costs[185](index=185&type=chunk)[186](index=186&type=chunk) - **Blizzard Q2 2020:** Increase due to higher net revenues and lower product development costs (higher capitalization of software development costs)[188](index=188&type=chunk)[189](index=189&type=chunk) - **King Q2 2020:** Increase due to higher net revenues and lower general and administrative costs, partially offset by higher sales and marketing costs and service provider fees[190](index=190&type=chunk) [Foreign Exchange Impact](index=61&type=section&id=Foreign%20Exchange%20Impact) - Changes in foreign exchange rates had a negative impact of **$22 million** on reportable segment net revenues for Q2 2020 and **$41 million** for YTD Q2 2020, primarily due to the U.S. dollar strengthening against the euro and British pound[192](index=192&type=chunk) [Consolidated Results](index=62&type=section&id=Consolidated%20Results) This section provides a detailed breakdown of consolidated net revenues by distribution channel, geographic region, and platform, along with an analysis of changes in various cost and expense categories, income tax expense, and the company's liquidity and capital resources [Net Revenues by Distribution Channel](index=62&type=section&id=Net%20Revenues%20by%20Distribution%20Channel) | Distribution Channel (Millions) | Q2 2020 | Q2 2019 | Increase (Decrease) | YTD Q2 2020 | YTD Q2 2019 | Increase (Decrease) | | :------------------------------ | :------ | :------ | :------------------ | :---------- | :---------- | :------------------ | | Digital online channels | $1,591 | $1,086 | $505 | $3,030 | $2,479 | $551 | | Retail channels | $168 | $193 | $(25) | $390 | $505 | $(115) | | Other | $173 | $117 | $56 | $299 | $236 | $63 | | **Total** | **$1,932**| **$1,396**| **$536** | **$3,719** | **$3,220** | **$499** | - Digital online channel revenue increase in Q2 2020 driven by Call of Duty: Modern Warfare and Call of Duty: Mobile[198](index=198&type=chunk) - Retail channel revenue decrease in Q2 2020 due to lower revenues from Crash Team Racing Nitro-Fueled and Call of Duty franchise catalog titles[198](index=198&type=chunk) [Net Revenues by Geographic Region](index=64&type=section&id=Net%20Revenues%20by%20Geographic%20Region) | Geographic Region (Millions) | Q2 2020 | Q2 2019 | Increase (Decrease) | YTD Q2 2020 | YTD Q2 2019 | Increase (Decrease) | | :--------------------------- | :------ | :------ | :------------------ | :---------- | :---------- | :------------------ | | Americas | $1,112 | $764 | $348 | $2,060 | $1,751 | $309 | | EMEA | $615 | $459 | $156 | $1,181 | $1,073 | $108 | | Asia Pacific | $205 | $173 | $32 | $478 | $396 | $82 | | **Total** | **$1,932**| **$1,396**| **$536** | **$3,719** | **$3,220** | **$499** | - Americas Q2 2020 revenue increase driven by Call of Duty: Modern Warfare, Candy Crush franchise, and Call of Duty: Mobile[200](index=200&type=chunk) - EMEA Q2 2020 revenue increase driven by Call of Duty: Modern Warfare and the Distribution business[202](index=202&type=chunk) - Asia Pacific Q2 2020 revenue increase driven by Call of Duty: Modern Warfare and Call of Duty: Mobile[204](index=204&type=chunk) [Net Revenues by Platform](index=65&type=section&id=Net%20Revenues%20by%20Platform) | Platform (Millions) | Q2 2020 | Q2 2019 | Increase (Decrease) | YTD Q2 2020 | YTD Q2 2019 | Increase (Decrease) | | :------------------ | :------ | :------ | :------------------ | :---------- | :---------- | :------------------ | | Console | $655 | $407 | $248 | $1,249 | $1,083 | $166 | | PC | $482 | $361 | $121 | $981 | $855 | $126 | | Mobile and ancillary| $622 | $511 | $111 | $1,190 | $1,046 | $144 | | Other | $173 | $117 | $56 | $299 | $236 | $63 | | **Total** | **$1,932**| **$1,396**| **$536** | **$3,719** | **$3,220** | **$499** | - Console Q2 2020 revenue increase driven by Call of Duty: Modern Warfare[208](index=208&type=chunk) - PC Q2 2020 revenue increase driven by Call of Duty: Modern Warfare and World of Warcraft (subscription revenue)[209](index=209&type=chunk) - Mobile and Ancillary Q2 2020 revenue increase driven by Call of Duty: Mobile and Candy Crush franchise (player purchases)[210](index=210&type=chunk) [Costs and Expenses](index=67&type=section&id=Costs%20and%20Expenses) This section details the changes in various cost and expense categories, including cost of revenues, product development, sales and marketing, general and administrative, restructuring, and interest and other expense (income), net, for the three and six months ended June 30, 2020, compared to the prior year [Cost of Revenues](index=67&type=section&id=Cost%20of%20Revenues) | Cost of Revenues (Millions) | Q2 2020 | Q2 2019 | Increase (Decrease) | YTD Q2 2020 | YTD Q2 2019 | Increase (Decrease) | | :-------------------------- | :------ | :------ | :------------------ | :---------- | :---------- | :------------------ | | Product costs | $137 | $99 | $38 | $255 | $251 | $4 | | Software royalties, amortization, & IP licenses (product sales) | $33 | $51 | $(18) | $115 | $162 | $(47) | | Game operations & distribution costs | $271 | $230 | $41 | $529 | $469 | $60 | | Software royalties, amortization, & IP licenses (subscription, licensing, & other) | $28 | $53 | $(25) | $74 | $114 | $(40) | | **Total cost of revenues** | **$469**| **$433**| **$36** | **$973** | **$996** | **$(23)** | - Q2 2020 product costs increase due to higher Distribution business revenues[214](index=214&type=chunk) - Q2 2020 software royalties, amortization, and IP licenses (product sales) decrease due to lower costs from Call of Duty: Modern Warfare vs. Black Ops 4, partially offset by Modern Warfare 2 Campaign Remastered[215](index=215&type=chunk) - Q2 2020 game operations and distribution costs increase due to higher service provider fees (digital storefront, payment processor, server bandwidth) from higher revenues[218](index=218&type=chunk) - Q2 2020 software royalties, amortization, and IP licenses (subscription, licensing, & other) decrease due to lower amortization of King's acquired intangible assets, partially offset by Call of Duty: Mobile[219](index=219&type=chunk) [Product Development](index=69&type=section&id=Product%20Development) | Metric (Millions) | Q2 2020 | Q2 2019 | Increase (Decrease) | YTD Q2 2020 | YTD Q2 2019 | Increase (Decrease) | | :---------------- | :------ | :------ | :------------------ | :---------- | :---------- | :------------------ | | Product development costs | $291 | $244 | $47 | $528 | $492 | $36 | - Q2 2020 increase primarily due to higher development costs (**$98 million**) from personnel bonuses due to strong business performance, partially offset by a **$51 million** increase in capitalization of development costs (Blizzard's game development cycles)[224](index=224&type=chunk) - YTD Q2 2020 increase primarily due to higher development costs (**$127 million**) from personnel bonuses, partially offset by a **$91 million** increase in capitalization of development costs[225](index=225&type=chunk) [Sales and Marketing](index=69&type=section&id=Sales%20and%20Marketing) | Metric (Millions) | Q2 2020 | Q2 2019 | Increase (Decrease) | YTD Q2 2020 | YTD Q2 2019 | Increase (Decrease) | | :---------------- | :------ | :------ | :------------------ | :---------- | :---------- | :------------------ | | Sales and marketing expenses | $242 | $191 | $51 | $485 | $397 | $88 | - The increase in sales and marketing expenses for Q2 2020 (**$51 million**) and YTD Q2 2020 (**$96 million**) was primarily due to increased marketing spending associated with Call of Duty: Mobile and the Candy Crush franchise[227](index=227&type=chunk)[228](index=228&type=chunk) [General and Administrative](index=69&type=section&id=General%20and%20Administrative) | Metric (Millions) | Q2 2020 | Q2 2019 | Increase (Decrease) | YTD Q2 2020 | YTD Q2 2019 | Increase (Decrease) | | :---------------- | :------ | :------ | :------------------ | :---------- | :---------- | :------------------ | | General and administrative expenses | $175 | $170 | $5 | $343 | $350 | $(7) | - General and administrative expenses for Q2 2020 and YTD Q2 2020 were comparable to the prior-year periods[229](index=229&type=chunk)[230](index=230&type=chunk) [Restructuring and related costs](index=70&type=section&id=Restructuring%20and%20related%20costs) | Metric (Millions) | Q2 2020 | Q2 2019 | Increase (Decrease) | YTD Q2 2020 | YTD Q2 2019 | Increase (Decrease) | | :---------------- | :------ | :------ | :------------------ | :---------- | :---------- | :------------------ | | Restructuring and related costs | $6 | $22 | $(16) | $29 | $79 | $(50) | - Restructuring and related costs decreased significantly in Q2 and YTD Q2 2020, primarily relating to severance costs under the ongoing restructuring plan initiated in 2019[230](index=230&type=chunk) [Interest and Other Expense (Income), Net](index=70&type=section&id=Interest%20and%20Other%20Expense%20%28Income%29%2C%20Net) | Metric (Millions) | Q2 2020 | Q2 2019 | Increase (Decrease) | YTD Q2 2020 | YTD Q2 2019 | Increase (Decrease) | | :---------------- | :------ | :------ | :------------------ | :---------- | :---------- | :------------------ | | Interest and other expense (income), net | $22 | $(34) | $56 | $30 | $(31) | $61 | - Q2 2020 increase primarily due to a **$38 million** gain recognized in prior-year period from adjusting an equity investment to fair value (no comparable activity in current year)[232](index=232&type=chunk) - Also, a **$17 million** decrease in interest income due to lower returns on investment portfolio from interest rate cuts[232](index=232&type=chunk) - Investment yields are anticipated to remain low due to recent central bank actions, including U.S. Federal Reserve interest rate cuts, which will continue to negatively impact future interest income but is not expected to materially impact liquidity[234](index=234&type=chunk) [Income Tax Expense](index=71&type=section&id=Income%20Tax%20Expense) | Metric (Millions) | Q2 2020 | Q2 2019 | Increase (Decrease) | YTD Q2 2020 | YTD Q2 2019 | Increase (Decrease) | | :---------------- | :------ | :------ | :------------------ | :---------- | :---------- | :------------------ | | Income tax expense| $147 | $42 | $105 | $247 | $163 | $84 | | % of pretax income| 20% | 11% | 9 pp | 19% | 17% | 2 pp | - Q2 2020 effective tax rate (**20%**) is higher than Q2 2019 (**11%**) due to a prior-year discrete tax benefit from audit settlements and a current-quarter discrete tax expense for a change in valuation allowance[235](index=235&type=chunk)[236](index=236&type=chunk) - YTD Q2 2020 effective tax rate (**19%**) is higher than YTD Q2 2019 (**17%**) primarily due to a prior-year discrete tax benefit from tax audit settlements[235](index=235&type=chunk)[236](index=236&type=chunk) - Effective tax rates for both periods are lower than the U.S. statutory rate of **21%** due to lower U.S. taxes on foreign earnings and federal research and development credits[237](index=237&type=chunk) [Liquidity and Capital Resources](index=71&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with significant cash flows from operations and a substantial balance of cash and investments. This section details the sources and uses of cash, including operating, investing, and financing activities, debt obligations, dividends, and capital expenditures [Sources of Liquidity](index=71&type=section&id=Sources%20of%20Liquidity) - The company's ability to generate cash flows from operating activities is a fundamental financial strength, expected to remain strong despite COVID-19 impacts[240](

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2020 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-15839 ACTIVISION, RIV | --- | --- | --- | --- | --- | --- | --- | |---------------------------------------------------------- ...

PART I [Business](index=4&type=section&id=Item%201.%20Business) Activision Blizzard is a global interactive entertainment company focused on expanding audience reach, engagement, and player investment through key franchises like Call of Duty, Candy Crush, and World of Warcraft - The company's business strategy is built on three strategic pillars: expanding audience reach, driving deep consumer engagement, and providing more opportunities for player investment[13](index=13&type=chunk) - The business is structured into three reportable segments: Activision Publishing, Inc. (primarily console), Blizzard Entertainment, Inc. (primarily PC), and King Digital Entertainment (primarily mobile)[17](index=17&type=chunk)[20](index=20&type=chunk)[22](index=22&type=chunk) 2019 Top Franchise Revenue Contribution | Franchise | Percentage of 2019 Net Revenues | | :--- | :--- | | Call of Duty, Candy Crush, World of Warcraft (collectively) | 67% | 2019 Significant Customer Revenue Contribution | Customer | Percentage of 2019 Net Revenues | | :--- | :--- | | Apple | 17% | | Google | 13% | | Sony | 11% | [Risk Factors](index=10&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from franchise dependence, platform reliance, intense competition, data privacy, cybersecurity, and global events - A significant portion of revenues and profits are derived from a small number of popular franchises, with Call of Duty, Candy Crush, and World of Warcraft collectively accounting for approximately **67% of net revenues in 2019**[65](index=65&type=chunk) - The business is highly dependent on third-party platforms like Sony, Microsoft, Nintendo, Apple, and Google, which have substantial influence over product costs, release schedules, and distribution terms[80](index=80&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) - The company is subject to evolving data privacy laws such as the EU's GDPR and the California Consumer Privacy Act (CCPA), with non-compliance potentially leading to significant fines and reputational damage[155](index=155&type=chunk)[156](index=156&type=chunk) - Cybersecurity attacks, data breaches, or system disruptions pose a significant risk, potentially leading to software piracy, disclosure of sensitive customer or employee information, and reputational harm[162](index=162&type=chunk) - Large-scale medical emergencies, such as the 2019 coronavirus outbreak, could negatively impact employee productivity, consumer health, and live esports events, potentially harming the business[169](index=169&type=chunk) [Properties](index=27&type=section&id=Item%202.%20Properties) The company primarily leases its corporate and segment headquarters globally, owning only two European warehouses for distribution - The company's principal corporate and Activision headquarters are in a **150,000 sq. ft. leased space** in Santa Monica, CA[173](index=173&type=chunk) - Blizzard's headquarters are in a **740,000 sq. ft. leased space** in Irvine, CA, and King's headquarters are in a **68,000 sq. ft. leased space** in London, UK[174](index=174&type=chunk) - The only facilities owned by the company are two European warehouses in Germany and the Netherlands, utilized by the Distribution segment[176](index=176&type=chunk) [Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings) In 2019, the company settled a transfer pricing dispute with the French Tax Authority, incurring a $54 million tax expense - The company settled a transfer pricing dispute with the French Tax Authority (FTA) covering tax years 2011 through 2018[177](index=177&type=chunk) - The settlement resulted in a **$54 million tax expense** recognized in the period ended December 31, 2019, and a payment of **€161 million (approx. $179 million)** in January 2020[177](index=177&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=28&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq, pays annual dividends, and authorized a $1.5 billion stock repurchase program Annual Cash Dividends Paid Per Share | Year | Per Share Amount | | :--- | :--- | | 2020 (Declared) | $0.41 | | 2019 | $0.37 | | 2018 | $0.34 | | 2017 | $0.30 | - In January 2019, the Board of Directors authorized a stock repurchase program for up to **$1.5 billion of common stock**, valid until February 13, 2021, with no shares repurchased under this program to date[189](index=189&type=chunk) [Selected Financial Data](index=30&type=section&id=Item%206.%20Selected%20Financial%20Data) This section summarizes five years of consolidated financial data, showing a decline in 2019 net revenues and net income from 2018 Selected Financial Data (2015-2019) | Metric (in millions, except per share data) | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Net revenues** | $6,489 | $7,500 | $7,017 | $6,608 | $4,664 | | **Net income** | $1,503 | $1,848 | $273 | $966 | $892 | | **Diluted net income per share** | $1.95 | $2.40 | $0.36 | $1.28 | $1.19 | | **Operating cash flows** | $1,831 | $1,790 | $2,213 | $2,155 | $1,259 | | **Total assets** | $19,845 | $17,890 | $18,668 | $17,452 | $15,246 | | **Long-term debt, net** | $2,675 | $2,671 | $4,390 | $4,887 | $4,074 | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=31&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2019, net revenues and operating income declined due to franchise performance and restructuring costs, while MAUs increased significantly 2019 vs. 2018 Financial Highlights | Metric | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | Consolidated Net Revenues | $6.5B | $7.5B | -13% | | Consolidated Operating Income | $1.6B | $2.0B | -19% | | Diluted EPS | $1.95 | $2.40 | -18.8% | | Operating Cash Flows | $1.83B | $1.79B | +2% | Net Bookings Performance (2018 vs. 2019) | Metric (in millions) | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | Net bookings | $6,388 | $7,262 | $(874) | | In-game net bookings | $3,366 | $4,203 | $(837) | - The decrease in 2019 net bookings was primarily due to lower performance from Blizzard's Hearthstone and World of Warcraft, and Activision's Destiny franchise (due to the sale of publishing rights)[214](index=214&type=chunk) - Average Monthly Active Users (MAUs) increased to **409 million in Q4 2019**, up from 316 million in Q3 2019, primarily driven by the successful launch of Call of Duty: Mobile[220](index=220&type=chunk) - In 2019, the company implemented a restructuring plan to refocus resources on its largest opportunities, resulting in approximately **$132 million in restructuring and related costs**[235](index=235&type=chunk)[284](index=284&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=60&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company manages foreign currency and interest rate risks through derivatives and fixed-rate debt, with currency fluctuations posing the primary exposure - The company is exposed to foreign currency risk as a substantial portion of international revenues and expenses are denominated in local currencies like the euro and British pound[366](index=366&type=chunk) - To mitigate currency risk, the company periodically uses derivative contracts, primarily forward contracts with maturities of less than one year[367](index=367&type=chunk) - A hypothetical adverse **10% movement** in foreign currency exchange rates would have resulted in a theoretical decline of approximately **$133 million in net income** for the year ended December 31, 2019[372](index=372&type=chunk) - Interest rate risk is primarily related to the investment portfolio, as all outstanding debt is at fixed rates, and this risk was not considered material as of December 31, 2019[373](index=373&type=chunk)[374](index=374&type=chunk) [Financial Statements and Supplementary Data](index=62&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for the fiscal year ended December 31, 2019, and related notes [Controls and Procedures](index=62&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management and independent auditors concluded that the company's disclosure controls and internal control over financial reporting were effective - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2019[379](index=379&type=chunk) - Based on an evaluation using the COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2019[382](index=382&type=chunk) PART III [Directors, Executive Officers, and Corporate Governance](index=64&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%2C%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the company's 2020 Proxy Statement - Required information for this item is incorporated by reference from the company's definitive Proxy Statement for the 2020 Annual Meeting of Shareholders[388](index=388&type=chunk) [Executive Compensation](index=64&type=section&id=Item%2011.%20Executive%20Compensation) Information for this item is incorporated by reference from the company's 2020 Proxy Statement - Required information for this item is incorporated by reference from the company's definitive Proxy Statement for the 2020 Annual Meeting of Shareholders[389](index=389&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=64&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information for this item is incorporated by reference from the company's 2020 Proxy Statement - Required information for this item is incorporated by reference from the company's definitive Proxy Statement for the 2020 Annual Meeting of Shareholders[390](index=390&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=64&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information for this item is incorporated by reference from the company's 2020 Proxy Statement - Required information for this item is incorporated by reference from the company's definitive Proxy Statement for the 2020 Annual Meeting of Shareholders[391](index=391&type=chunk) [Principal Accounting Fees and Services](index=64&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information for this item is incorporated by reference from the company's 2020 Proxy Statement - Required information for this item is incorporated by reference from the company's definitive Proxy Statement for the 2020 Annual Meeting of Shareholders[392](index=392&type=chunk) PART IV [Exhibits, Financial Statement Schedules](index=65&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed with the Form 10-K - This item lists the financial statements, financial statement schedules, and exhibits filed with the Form 10-K[394](index=394&type=chunk)[395](index=395&type=chunk)[396](index=396&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-15839 ACTIVISION BLIZZARD, INC. (Exact name of registrant as specified in its charter) | Delaware 95-4803544 | | | | | -- ...

[Cautionary Statement](index=3&type=section&id=Cautionary%20Statement) This section outlines forward-looking statements subject to business and economic risks, emphasizing potential material differences in actual future results - Forward-looking statements are subject to business and economic risks, reflecting management's current expectations and projections, and are inherently uncertain and difficult to predict[3](index=3&type=chunk) - Key risk factors include the ability to consistently deliver popular titles, satisfy consumer expectations, concentration of revenue among a small number of titles, and the impact of restructuring plans[3](index=3&type=chunk) - Other significant risks involve increasing importance of digital distribution, substantial influence of third-party platform providers, risks associated with the free-to-play business model, and legal and tax liabilities[3](index=3&type=chunk) [PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents unaudited condensed consolidated financial statements, including balance sheets, income, cash flows, and equity changes, with detailed notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Metric | June 30, 2019 ($M) | December 31, 2018 ($M) | | :--------------------- | :----------------- | :--------------------- | | Total assets | 17,495 | 17,890 | | Total liabilities | 5,518 | 6,498 | | Total shareholders' equity | 11,977 | 11,392 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) | Metric (Amounts in millions, except per share data) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :-------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenues | $1,396 | $1,641 | $3,220 | $3,607 | | Operating income | $336 | $434 | $906 | $1,029 | | Net income | $328 | $402 | $774 | $902 | | Basic EPS | $0.43 | $0.53 | $1.01 | $1.19 | | Diluted EPS | $0.43 | $0.52 | $1.01 | $1.17 | [Condensed Consolidated Statements of Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) | Metric (Amounts in millions) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $328 | $402 | $774 | $902 | | Total other comprehensive income (loss) | $(6) | $44 | $(7) | $30 | | Comprehensive income | $322 | $446 | $767 | $932 | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Metric (Amounts in millions) | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $604 | $538 | | Net cash provided by (used in) investing activities | $37 | $(124) | | Net cash used in financing activities | $(274) | $(250) | | Effect of foreign exchange rate changes on cash and cash equivalents | $3 | $(19) | | Net increase in cash and cash equivalents and restricted cash | $370 | $145 | [Condensed Consolidated Statement of Changes in Shareholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Shareholders'%20Equity) | Metric (Amounts and shares in millions) | Dec 31, 2018 | Mar 31, 2019 | Jun 30, 2019 | | :-------------------------------------- | :----------- | :----------- | :----------- | | Common Shares | 1,192 | 1,195 | 1,196 | | Common Stock Amount | $— | $— | $— | | Treasury Shares | (429) | (429) | (429) | | Treasury Stock Amount | $(5,563) | $(5,563) | $(5,563) | | Additional Paid-In Capital | 10,963 | 11,004 | 11,063 | | Retained Earnings | 6,593 | 6,757 | 7,085 | | Accumulated Other Comprehensive Income (Loss) | $(601) | $(602) | $(608) | | Total Shareholders' Equity | 11,392 | 11,596 | 11,977 | | Metric (Amounts and shares in millions) | Dec 31, 2017 | Mar 31, 2018 | Jun 30, 2018 | | :-------------------------------------- | :----------- | :----------- | :----------- | | Common Shares | 1,186 | 1,190 | 1,191 | | Common Stock Amount | $— | $— | $— | | Treasury Shares | (429) | (429) | (429) | | Treasury Stock Amount | $(5,563) | $(5,563) | $(5,563) | | Additional Paid-In Capital | 10,747 | 10,786 | 10,867 | | Retained Earnings | 4,916 | 5,245 | 5,647 | | Accumulated Other Comprehensive Income (Loss) | $(638) | $(649) | $(605) | | Total Shareholders' Equity | 9,462 | 9,819 | 10,346 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Description of Business and Basis of Consolidation and Presentation](index=10&type=section&id=1.%20Description%20of%20Business%20and%20Basis%20of%20Consolidation%20and%20Presentation) Activision Blizzard is a global leader in interactive entertainment, operating through Activision, Blizzard, and King segments, with financial statements prepared under U.S. GAAP - Activision Blizzard is a leading global developer and publisher of interactive entertainment content and services for video game consoles, PCs, and mobile devices, also operating esports leagues and creating film/TV content[10](index=10&type=chunk) - The company's three reportable segments are Activision (Call of Duty, console/PC), Blizzard (World of Warcraft, StarCraft, Diablo, Hearthstone, Overwatch, PC/console/mobile, Battle.net, esports), and King (Candy Crush, Farm Heroes, Bubble Witch, mobile/PC, free-to-play with in-game purchases)[11](index=11&type=chunk)[12](index=12&type=chunk)[14](index=14&type=chunk) - Other businesses include Activision Blizzard Studios (film/TV content) and Activision Blizzard Distribution (warehousing, logistics, sales distribution services in Europe)[16](index=16&type=chunk) [2. Summary of Significant Accounting Policies](index=12&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This note details significant accounting policies, highlighting the adoption of ASC 842 Leases, which requires recognizing lease liabilities and ROU assets - The company adopted the new lease accounting standard (ASC 842) on January 1, 2019, requiring recognition of lease liabilities and ROU assets for leases[19](index=19&type=chunk) - Lease assets and liabilities are recognized based on the present value of future lease payments, generally using the incremental borrowing rate, and a portfolio approach is applied for similar leased assets[20](index=20&type=chunk) - The company elected practical expedients for transition, including not reassessing existing contracts for lease identification and carrying forward historical lease classifications[20](index=20&type=chunk) [3. Recently Issued Accounting Pronouncements](index=12&type=section&id=3.%20Recently%20Issued%20Accounting%20Pronouncements) This section discusses recently adopted and pending accounting pronouncements, including ASC 842 Leases, which impacted the balance sheet | Condensed Consolidated Balance Sheet (Amounts in millions) | Balance at Dec 31, 2018 | Adjustments due to adoption of new lease accounting standard | Balance at Jan 1, 2019 | | :------------------------------------------------------- | :---------------------- | :----------------------------------------------------------- | :--------------------- | | Other current assets | $539 | $(8) | $531 | | Other assets | $482 | $252 | $734 | | Accrued expenses and other liabilities | $896 | $54 | $950 | | Other liabilities | $1,167 | $190 | $1,357 | - The company is evaluating the impact of new FASB guidance on goodwill impairment (effective after Dec 15, 2019) and cloud computing arrangements (effective after Dec 15, 2019)[23](index=23&type=chunk)[24](index=24&type=chunk) [4. Inventories, Net](index=13&type=section&id=4.%20Inventories,%20Net) Inventories, net, primarily finished goods and purchased parts, totaled **$46 million** at June 30, 2019, with **$18 million** in reserves | Inventories, net (Amounts in millions) | June 30, 2019 | December 31, 2018 | | :------------------------------------- | :------------ | :---------------- | | Finished goods | $45 | $40 | | Purchased parts and components | $1 | $3 | | **Inventories, net** | **$46** | **$43** | - Inventory reserves decreased to **$18 million** at June 30, 2019, from **$22 million** at December 31, 2018[25](index=25&type=chunk) [5. Software Development and Intellectual Property Licenses](index=14&type=section&id=5.%20Software%20Development%20and%20Intellectual%20Property%20Licenses) Capitalized software development costs decreased to **$274 million** at June 30, 2019, with amortization expense of **$54 million** for Q2 2019 | Capitalized Software Development Costs (Amounts in millions) | June 30, 2019 | December 31, 2018 | | :--------------------------------------------------------- | :------------ | :---------------- | | Internally-developed software costs | $254 | $291 | | Payments made to third-party software developers | $20 | $38 | | **Total software development costs** | **$274** | **$329** | | Amortization Expense (Amounts in millions) | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :----------------------------------------- | :------------------------------- | :----------------------------- | | Amortization of capitalized software development costs and intellectual property licenses | $54 | $164 | [6. Intangible Assets, Net](index=14&type=section&id=6.%20Intangible%20Assets,%20Net) Total intangible assets, net, decreased to **$633 million** at June 30, 2019, with Q2 2019 amortization expense of **$48 million** | Intangible Assets, Net (Amounts in millions) | June 30, 2019 | December 31, 2018 | | :------------------------------------------- | :------------ | :---------------- | | Total definite-lived intangible assets | $200 | $302 | | Total indefinite-lived intangible assets | $433 | $433 | | **Total intangible assets, net** | **$633** | **$735** | | Amortization Expense (Amounts in millions) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :----------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Amortization expense of intangible assets | $48 | $77 | $103 | $196 | | Future Amortization of Definite-Lived Intangible Assets (Amounts in millions) | | :---------------------------------------------------------------------------- | | 2019 (remaining six months) | $102 | | 2020 | $74 | | 2021 | $12 | | 2022 | $7 | | 2023 | $2 | | Thereafter | $3 | | **Total** | **$200** | [7. Goodwill](index=15&type=section&id=7.%20Goodwill) Goodwill remained stable at **$9,763 million** at June 30, 2019, primarily allocated to Activision, Blizzard, and King segments | Segment (Amounts in millions) | December 31, 2018 | June 30, 2019 | | :---------------------------- | :---------------- | :------------ | | Activision | $6,897 | $6,898 | | Blizzard | $190 | $190 | | King | $2,675 | $2,675 | | **Total** | **$9,762** | **$9,763** | [8. Fair Value Measurements](index=15&type=section&id=8.%20Fair%20Value%20Measurements) Financial assets and liabilities are categorized into a three-level fair value hierarchy, with recurring measurements totaling **$3,999 million** at June 30, 2019 - The company uses a three-level fair value hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[33](index=33&type=chunk)[35](index=35&type=chunk) | Financial Assets (Amounts in millions) | June 30, 2019 | December 31, 2018 | | :------------------------------------- | :------------ | :---------------- | | Money market funds | $3,866 | $3,925 | | Foreign government treasury bills | $38 | $32 | | U.S. treasuries and government agency securities | $78 | $150 | | Foreign currency forward contracts designated as hedges | $11 | $13 | | Foreign currency forward contracts not designated as hedges | $6 | $1 | | **Total recurring fair value measurements** | **$3,999** | **$4,121** | - An upward adjustment of **$38 million** was recorded for an equity investment, historically at cost, based on an observable transaction, resulting in an unrealized gain in Q2 2019[42](index=42&type=chunk) [9. Deferred revenues](index=18&type=section&id=9.%20Deferred%20revenues) Deferred revenues decreased from **$1.6 billion** to **$0.8 billion** by June 30, 2019, with **$1.3 billion** recognized in the first half - Deferred revenues decreased from **$1.6 billion** at January 1, 2019, to **$0.8 billion** at June 30, 2019[43](index=43&type=chunk) - For the six months ended June 30, 2019, **$1.3 billion** of revenues were recognized from the deferred revenues balance at December 31, 2018[43](index=43&type=chunk) - The aggregate amount of contracted revenues allocated to unsatisfied performance obligations is **$1.9 billion**, with approximately **$0.9 billion** expected to be recognized over the next 12 months[43](index=43&type=chunk) [10. Leases](index=19&type=section&id=10.%20Leases) Lease arrangements for offices and equipment are mostly operating leases, with ROU assets of **$254 million** and total lease liabilities of **$289 million** at June 30, 2019 - Lease arrangements are primarily for offices, data centers, and event production equipment, with terms from one to ten years, mostly classified as operating leases[45](index=45&type=chunk) | Lease Costs (Amounts in millions) | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :-------------------------------- | :------------------------------- | :----------------------------- | | Operating lease costs | $20 | $40 | | Variable lease costs | $4 | $9 | | Operating Lease ROU Assets and Liabilities (Amounts in millions) | June 30, 2019 | | :--------------------------------------------------------------- | :------------ | | ROU assets | $254 | | Current lease liabilities | $60 | | Non-current lease liabilities | $229 | | **Total lease liabilities** | **$289** | [11. Debt](index=20&type=section&id=11.%20Debt) The company holds an undrawn **$1.5 billion** revolving credit facility and **$2.7 billion** in unsecured senior notes, with Q2 2019 interest expense at **$21 million** - The company has a **$1.5 billion** revolving credit facility available, which has not been drawn upon as of June 30, 2019[49](index=49&type=chunk) | Unsecured Senior Notes (Amounts in millions) | June 30, 2019 Net Carrying Amount | December 31, 2018 Net Carrying Amount | | :------------------------------------------- | :-------------------------------- | :------------------------------------ | | 2021 Notes (2.3%) | $647 | $647 | | 2022 Notes (2.6%) | $397 | $397 | | 2026 Notes (3.4%) | $842 | $842 | | 2027 Notes (3.4%) | $396 | $395 | | 2047 Notes (4.5%) | $391 | $390 | | **Total long-term debt** | **$2,673** | **$2,671** | | Interest Expense (Amounts in millions) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Interest expense | $21 | $41 | $43 | $80 | | Amortization of debt discount and deferred financing costs | $1 | $2 | $2 | $4 | [12. Accumulated Other Comprehensive Income (Loss)](index=22&type=section&id=12.%20Accumulated%20Other%20Comprehensive%20Income%20(Loss)) AOCI was **$(608) million** at June 30, 2019, primarily comprising foreign currency translation adjustments and unrealized gains/losses | Components of AOCI (Amounts in millions) | December 31, 2018 | June 30, 2019 | | :-------------------------------------- | :---------------- | :------------ | | Foreign currency translation adjustments | $(629) | $(628) |\ | Unrealized gain (loss) on forward contracts | $23 | $17 |\ | Unrealized gain (loss) on available-for-sale securities | $5 | $3 |\ | **Total** | **$(601)** | **$(608)** | [13. Operating Segments and Geographic Region](index=23&type=section&id=13.%20Operating%20Segments%20and%20Geographic%20Region) Activision Blizzard operates through Activision, Blizzard, and King segments, with Q2 2019 total segment net revenues decreasing to **$1,151 million** - The company's three reportable segments are Activision, Blizzard, and King, with performance reviewed by the CEO excluding certain non-GAAP items[59](index=59&type=chunk) | Segment Performance (Amounts in millions) | Q2 2019 Net Revenues | Q2 2018 Net Revenues | Q2 2019 Operating Income | Q2 2018 Operating Income | | :---------------------------------------- | :------------------- | :------------------- | :----------------------- | :----------------------- | | Activision | $268 | $338 | $55 | $84 | | Blizzard | $384 | $489 | $75 | $133 | | King | $499 | $502 | $171 | $169 | | **Total Segment** | **$1,151** | **$1,329** | **$301** | **$386** | | Consolidated Net Revenues by Distribution Channel (Amounts in millions) | Q2 2019 | Q2 2018 | YTD Q2 2019 | YTD Q2 2018 | | :-------------------------------------------------------------------- | :------ | :------ | :---------- | :---------- | | Digital online channels | $1,086 | $1,259 | $2,479 | $2,720 | | Retail channels | $193 | $278 | $505 | $690 | | Other | $117 | $104 | $236 | $197 | | **Total Consolidated Net Revenues** | **$1,396**| **$1,641**| **$3,220** | **$3,607** | | Consolidated Net Revenues by Geographic Region (Amounts in millions) | Q2 2019 | Q2 2018 | YTD Q2 2019 | YTD Q2 2018 | | :----------------------------------------------------------------- | :------ | :------ | :---------- | :---------- | | Americas | $764 | $900 | $1,751 | $1,966 | | EMEA | $459 | $552 | $1,073 | $1,239 | | Asia Pacific | $173 | $189 | $396 | $402 | | **Total Consolidated Net Revenues** | **$1,396**| **$1,641**| **$3,220** | **$3,607** | | Consolidated Net Revenues by Platform (Amounts in millions) | Q2 2019 | Q2 2018 | YTD Q2 2019 | YTD Q2 2018 | | :-------------------------------------------------------- | :------ | :------ | :---------- | :---------- | | Console | $407 | $565 | $1,083 | $1,382 | | PC | $361 | $451 | $855 | $971 | | Mobile and ancillary | $511 | $521 | $1,046 | $1,057 | | Other | $117 | $104 | $236 | $197 | | **Total Consolidated Net Revenues** | **$1,396**| **$1,641**| **$3,220** | **$3,607** | [14. Restructuring](index=34&type=section&id=14.%20Restructuring) A Board-authorized restructuring plan initiated in February 2019 is expected to incur **$150 million** in pre-tax charges for 2019 - A Board-authorized restructuring plan was committed on February 12, 2019, to refocus resources on largest opportunities and reduce complexity[88](index=88&type=chunk) | Restructuring and Related Costs (Amounts in millions) | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | | :---------------------------------------------------- | :------------------------------- | :----------------------------- | | Total | $22 | $79 | - Expected aggregate pre-tax restructuring charges for 2019 are approximately **$150 million**, primarily for severance (**55%**), facilities costs (**20%**), and other asset write-downs (**25%**)[92](index=92&type=chunk) [15. Interest and Other Expense (Income), Net](index=35&type=section&id=15.%20Interest%20and%20Other%20Expense%20(Income),%20Net) Interest and other expense (income), net, shifted to an income of **$34 million** in Q2 2019, driven by an unrealized gain and lower interest expense | Metric (Amounts in millions) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Interest income | $(19) | $(18) | $(41) | $(32) | | Interest expense from debt and amortization of debt discount and deferred financing costs | $23 | $43 | $46 | $84 | | Unrealized gain on equity investment | $(38) | $— | $(38) | $— | | Other expense (income), net | $— | $1 | $2 | $2 | | **Interest and other expense (income), net** | **$(34)** | **$26** | **$(31)** | **$54** | - The decrease in interest and other expense (income), net, was primarily due to a **$38 million** unrealized gain on an equity investment and a **$20 million** decrease in interest expense from lower debt outstanding (Q2 2019 vs Q2 2018)[171](index=171&type=chunk) [16. Income Taxes](index=35&type=section&id=16.%20Income%20Taxes) Income tax expense increased to **$42 million** in Q2 2019 (11% effective rate), primarily due to prior-year benefits and increased U.S. tax on foreign earnings | Income Tax Expense (Amounts in millions) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax expense | $42 | $6 | $163 | $73 | | % of pretax income | 11% | 1% | 17% | 7% | - The increase in tax expense is primarily due to a discrete tax benefit in the prior year from an IRS audit settlement, lower excess tax benefits from share-based payments in the current year, and an increase in U.S. tax on foreign earnings[97](index=97&type=chunk) - The company received a **€571 million** (approximately **$650 million**) tax assessment from the French Tax Authority for 2011-2013, which it intends to vigorously contest[97](index=97&type=chunk) [17. Computation of Basic/Diluted Earnings Per Common Share](index=37&type=section&id=17.%20Computation%20of%20Basic%2FDiluted%20Earnings%20Per%20Common%20Share) Basic EPS was **$0.43** for Q2 2019 and **$1.01** YTD, with diluted EPS showing a similar trend, reflecting a decrease from prior year | Metric (Amounts in millions, except per share data) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :-------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Consolidated net income | $328 | $402 | $774 | $902 | | Denominator for basic EPS (weighted-average common shares outstanding) | 766 | 761 | 765 | 760 | | Basic earnings per common share | $0.43 | $0.53 | $1.01 | $1.19 | | Diluted earnings per common share | $0.43 | $0.52 | $1.01 | $1.17 | | Weighted-Average Shares Excluded from Diluted EPS (Amounts in millions) | Three Months Ended June 30, 2019 | Three Months Ended June 30, 2018 | Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | | :-------------------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Restricted stock units and options with performance measures not yet met | 4 | 6 | 3 | 6 | | Anti-dilutive employee stock options | 6 | 2 | 6 | 2 | [18. Capital Transactions](index=37&type=section&id=18.%20Capital%20Transactions) A **$1.5 billion** stock repurchase program was authorized, with no shares repurchased as of June 30, 2019, and a **$283 million** cash dividend was paid - A **$1.5 billion** stock repurchase program was authorized on January 31, 2019, but no shares were repurchased as of June 30, 2019[101](index=101&type=chunk) - A cash dividend of **$0.37** per common share, totaling **$283 million**, was paid on May 9, 2019[103](index=103&type=chunk) [19. Commitments and Contingencies](index=38&type=section&id=19.%20Commitments%20and%20Contingencies) The company faces routine legal and tax matters, including a contested **€571 million** French tax assessment, but expects no material adverse effect - A reassessment from the Swedish Tax Agency for 2016 and 2017 tax years was paid in July 2019, with no significant impact on financial statements[104](index=104&type=chunk) - The company is vigorously contesting a **€571 million** (approximately **$650 million**) tax assessment from the French Tax Authority for 2011-2013[97](index=97&type=chunk) - Management believes routine claims and lawsuits are not significant and are not expected to have a material adverse effect on the company's business, financial condition, results of operations, or liquidity[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of financial performance, condition, and outlook, covering revenues, expenses, liquidity, and critical accounting policies [Business Overview](index=39&type=section&id=Business%20Overview) Activision Blizzard is a global interactive entertainment leader, operating through Activision, Blizzard, and King segments across various platforms and content types - Activision Blizzard is a leading global developer and publisher of interactive entertainment content and services across video game consoles, PCs, and mobile devices[106](index=106&type=chunk) - The company's reportable segments are Activision (Call of Duty, console/PC), Blizzard (World of Warcraft, StarCraft, Diablo, Hearthstone, Overwatch, PC/console/mobile, Battle.net, esports), and King (Candy Crush, Farm Heroes, Bubble Witch, mobile/PC, free-to-play)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) - Other businesses include Activision Blizzard Studios (film/TV content) and Activision Blizzard Distribution (warehousing, logistics, sales distribution services)[111](index=111&type=chunk) [Business Results and Highlights](index=40&type=section&id=Business%20Results%20and%20Highlights) Q2 2019 consolidated net revenues decreased **15%** to **$1.40 billion**, with operating income down **23%** to **$336 million**, and diluted EPS at **$0.43** | Metric (Amounts in millions, except per share data) | Q2 2019 | Q2 2018 | YTD Q2 2019 | YTD Q2 2018 | | :-------------------------------------------------- | :------ | :------ | :---------- | :---------- | | Consolidated net revenues | $1,400 | $1,640 | $3,220 | $3,610 | | Consolidated operating income | $336 | $434 | $906 | $1,030 | | Consolidated net income | $328 | $402 | $774 | $902 | | Diluted EPS | $0.43 | $0.52 | $1.01 | $1.17 | | Cash flows from operating activities | N/A | N/A | $604 | $538 | - Digital online channels accounted for **78%** of consolidated net revenues in Q2 2019 and **77%** YTD Q2 2019[112](index=112&type=chunk) - Q2 2019 operating margin was **24.1%** (including **$22 million** restructuring costs), and YTD Q2 2019 operating margin was **28.1%** (including **$79 million** restructuring costs)[112](index=112&type=chunk) [Operating Metrics](index=41&type=section&id=Operating%20Metrics) Net bookings decreased **13%** in Q2 2019, primarily due to the Destiny divestiture, while MAUs declined **5%** sequentially across all segments | Net Bookings (Amounts in millions) | June 30, 2019 | June 30, 2018 | Increase (Decrease) | | :--------------------------------- | :------------ | :------------ | :------------------ | | Three Months Ended | $1,207 | $1,385 | $(178) | | Six Months Ended | $2,465 | $2,769 | $(304) | - Q2 2019 net bookings decrease was primarily due to lower net bookings from the Destiny franchise (divested) and Overwatch[117](index=117&type=chunk) | Average Monthly Active Users (MAUs) (in millions) | June 30, 2019 | March 31, 2019 | December 31, 2018 | September 30, 2018 | June 30, 2018 | | :------------------------------------------------ | :------------ | :------------- | :---------------- | :----------------- | :------------ | | Activision | 37 | 41 | 53 | 46 | 45 | | Blizzard | 32 | 32 | 35 | 37 | 37 | | King | 258 | 272 | 268 | 262 | 270 | | **Total** | **327** | **345** | **356** | **345** | **352** | - Average MAUs decreased by **18 million** (**5%**) sequentially, primarily driven by decreases in King (Candy Crush franchise) and Activision (Call of Duty franchise)[120](index=120&type=chunk) [Management's Overview of Business Trends](index=43&type=section&id=Management's%20Overview%20of%20Business%20Trends) The interactive entertainment industry shows significant growth, driven by mobile gaming, with opportunities in esports and a shift towards recurring revenue models - The global interactive entertainment industry grew, on average, **18%** annually from 2015 to 2018, with mobile gaming being a significant growth driver[122](index=122&type=chunk) - Opportunities exist to expand franchises outside of games, including esports (e.g., Overwatch League, Call of Duty city-based league)[123](index=123&type=chunk) - A significant portion of revenues and profits is concentrated among a few popular franchises (e.g., Call of Duty, Candy Crush, World of Warcraft accounted for **58%** of 2018 consolidated net revenues)[124](index=124&type=chunk) - The business is shifting towards more consistently recurring, year-round revenue models through downloadable content, microtransactions, and free-to-play games[125](index=125&type=chunk) [Consolidated Statements of Operations Data](index=44&type=section&id=Consolidated%20Statements%20of%20Operations%20Data) Q2 2019 consolidated net revenues decreased **15%** to **$1,396 million**, with operating income declining **23%** to **$336 million** | Metric (Amounts in millions) | Q2 2019 | Q2 2018 | YTD Q2 2019 | YTD Q2 2018 | | :--------------------------- | :------ | :------ | :---------- | :---------- | | Total net revenues | $1,396 | $1,641 | $3,220 | $3,607 | | Total costs and expenses | $1,060 | $1,207 | $2,314 | $2,578 | | Operating income | $336 | $434 | $906 | $1,029 | | Net income | $328 | $402 | $774 | $902 | - Restructuring and related costs were **$22 million** in Q2 2019 and **$79 million** YTD Q2 2019, compared to **$0** in the prior-year periods[126](index=126&type=chunk) - Interest and other expense (income), net, shifted from an expense of **$26 million** in Q2 2018 to an income of **$34 million** in Q2 2019[126](index=126&type=chunk) [Consolidated Net Revenues](index=46&type=section&id=Consolidated%20Net%20Revenues) Consolidated net revenues decreased **15%** in Q2 2019, primarily due to the Destiny franchise divestiture and lower Call of Duty and Overwatch revenues - Q2 2019 consolidated net revenues decreased by **$245 million** (**15%**) YoY, primarily due to lower revenues from Activision (Destiny franchise divestiture, Call of Duty: Black Ops 4 vs WWII) and Blizzard (Overwatch)[128](index=128&type=chunk) - YTD Q2 2019 consolidated net revenues decreased by **$387 million** (**11%**) YoY, mainly due to lower revenues from Activision (Destiny franchise, partially offset by Sekiro: Shadows Die Twice) and Blizzard (Overwatch)[129](index=129&type=chunk) - Foreign exchange rate changes had a negative impact of **$39 million** on Q2 2019 consolidated net revenues and **$105 million** YTD Q2 2019[132](index=132&type=chunk) [Operating Segment Results](index=47&type=section&id=Operating%20Segment%20Results) Activision's net revenues decreased **21%** in Q2 2019 due to Destiny divestiture, while Blizzard's revenues also declined **21%** from key franchises | Segment Performance (Amounts in millions) | Q2 2019 Net Revenues | Q2 2018 Net Revenues | Q2 2019 Operating Income | Q2 2018 Operating Income | | :---------------------------------------- | :------------------- | :------------------- | :----------------------- | :----------------------- | | Activision | $268 | $338 | $55 | $84 | | Blizzard | $384 | $489 | $75 | $133 | | King | $499 | $502 | $171 | $169 | | **Total Segment** | **$1,151** | **$1,329** | **$301** | **$386** | - Activision's Q2 2019 revenue decrease was driven by lower Destiny franchise revenues (divested), Crash Bandicoot N. Sane Trilogy, and Call of Duty catalog titles, partially offset by Crash Team Racing Nitro-Fueled and Sekiro: Shadows Die Twice[137](index=137&type=chunk) - Blizzard's Q2 2019 revenue decrease was primarily due to lower revenues from Overwatch, Hearthstone (Rise of Shadows vs The Witchwood), and World of Warcraft (no comparable pre-purchase content)[139](index=139&type=chunk) - Foreign exchange rate changes had a negative impact of **$30 million** on reportable segment net revenues for Q2 2019 and **$72 million** YTD Q2 2019[147](index=147&type=chunk) [Consolidated Results (Net Revenues by Distribution Channel, Geographic Region, Platform)](index=52&type=section&id=Consolidated%20Results%20(Net%20Revenues%20by%20Distribution%20Channel,%20Geographic%20Region,%20Platform)) Digital online channels remain the largest revenue source, though decreasing in Q2 2019, with console and PC revenues also declining | Net Revenues by Distribution Channel (Amounts in millions) | Q2 2019 | Q2 2018 | YTD Q2 2019 | YTD Q2 2018 | | :--------------------------------------------------------- | :------ | :------ | :---------- | :---------- | | Digital online channels | $1,086 | $1,259 | $2,479 | $2,720 | | Retail channels | $193 | $278 | $505 | $690 | | Other | $117 | $104 | $236 | $197 | | **Total Consolidated Net Revenues** | **$1,396**| **$1,641**| **$3,220** | **$3,607** | - Digital online channel net revenues decreased primarily due to lower revenues from the Destiny franchise (divested) and Overwatch[149](index=149&type=chunk) | Net Revenues by Geographic Region (Amounts in millions) | Q2 2019 | Q2 2018 | YTD Q2 2019 | YTD Q2 2018 | | :------------------------------------------------------ | :------ | :------ | :---------- | :---------- | | Americas | $764 | $900 | $1,751 | $1,966 | | EMEA | $459 | $552 | $1,073 | $1,239 | | Asia Pacific | $173 | $189 | $396 | $402 | | **Consolidated net revenues** | **$1,396**| **$1,641**| **$3,220** | **$3,607** | | Net Revenues by Platform (Amounts in millions) | Q2 2019 | Q2 2018 | YTD Q2 2019 | YTD Q2 2018 | | :--------------------------------------------- | :------ | :------ | :---------- | :---------- | | Console | $407 | $565 | $1,083 | $1,382 | | PC | $361 | $451 | $855 | $971 | | Mobile and ancillary | $511 | $521 | $1,046 | $1,057 | | Other | $117 | $104 | $236 | $197 | | **Total Consolidated Net Revenues** | **$1,396**| **$1,641**| **$3,220** | **$3,607** | [Costs and Expenses](index=56&type=section&id=Costs%20and%20Expenses) Total cost of revenues decreased **15%** in Q2 2019, driven by lower product costs and royalties, while restructuring costs significantly increased | Cost of Revenues (Amounts in millions) | Q2 2019 | Q2 2018 | YTD Q2 2019 | YTD Q2 2018 | | :------------------------------------- | :------ | :------ | :---------- | :---------- | | Product costs | $99 | $126 | $251 | $289 | | Software royalties, amortization, and intellectual property licenses (product sales) | $51 | $49 | $162 | $194 | | Game operations and distribution costs | $230 | $250 | $469 | $521 | | Software royalties, amortization, and intellectual property licenses (subscription, licensing, other) | $53 | $85 | $114 | $169 | | **Total cost of revenues** | **$433**| **$510**| **$996** | **$1,173** | | Operating Expenses (Amounts in millions) | Q2 2019 | Q2 2018 | YTD Q2 2019 | YTD Q2 2018 | | :--------------------------------------- | :------ | :------ | :---------- | :---------- | | Product development | $244 | $255 | $492 | $513 | | Sales and marketing | $191 | $226 | $397 | $477 | | General and administrative | $170 | $216 | $350 | $415 | | Restructuring and related costs | $22 | $— | $79 | $— | - The decrease in sales and marketing expenses YTD Q2 2019 was partly due to a **$44 million** decrease in amortization of the customer base intangible asset, which was fully amortized in Q1 2018[168](index=168&type=chunk) [Liquidity and Capital Resources](index=60&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong financial position with **$4.7 billion** in cash and investments, and operating cash flow increased to **$604 million** YTD Q2 2019 | Sources of Liquidity (Amounts in millions) | June 30, 2019 | December 31, 2018 | | :----------------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $4,592 | $4,225 | | Short-term investments | $84 | $155 | | **Total** | **$4,676** | **$4,380** | - The company has a **$1.5 billion** revolving credit facility available, which remains undrawn[173](index=173&type=chunk) | Cash Flow Summary (Amounts in millions) | YTD Q2 2019 | YTD Q2 2018 | Increase (Decrease) | | :-------------------------------------- | :---------- | :---------- | :------------------ | | Net cash provided by operating activities | $604 | $538 | $66 | | Net cash provided by (used in) investing activities | $37 | $(124) | $161 | | Net cash used in financing activities | $(274) | $(250) | $(24) | | Effect of foreign exchange rate changes | $3 | $(19) | $22 | | **Net increase in cash and cash equivalents and restricted cash** | **$370** | **$145** | **$225** | - Capital expenditures for YTD Q2 2019 were **$45 million**, with an anticipated total of approximately **$140 million** for the full year 2019[183](index=183&type=chunk) [Critical Accounting Policies and Estimates](index=63&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies and estimates, including revenue recognition and income taxes, remained consistent with no significant changes in H1 2019 - No significant changes occurred to the critical accounting policies and estimates during the six months ended June 30, 2019[185](index=185&type=chunk) - Key critical accounting policies include Revenue Recognition, Income Taxes, Allowances for Returns and Price Protection, Software Development Costs, Fair Value Estimates, and Share-Based Payments[185](index=185&type=chunk) [Recently Issued Accounting Pronouncements](index=63&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) This section reiterates the adoption of ASC 842 Leases, which resulted in balance sheet adjustments but no impact on operations or cash flows - The new lease accounting standard (ASC 842) was adopted effective January 1, 2019, using an optional adoption method and practical expedients[186](index=186&type=chunk) - The adoption of ASC 842 resulted in adjustments to the condensed consolidated balance sheet but did not impact the condensed consolidated statement of operations or cash flows[22](index=22&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=65&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from foreign currency and interest rate fluctuations, mitigated by derivative contracts and a fixed-rate debt structure [Foreign Currency Exchange Rate Risk](index=65&type=section&id=Foreign%20Currency%20Exchange%20Rate%20Risk) Foreign currency exchange rate risk, particularly from a strengthening U.S. dollar, is mitigated by short-term derivative contracts, with a **10%** adverse shift impacting net income by **$90 million** - The company is exposed to foreign currency exchange rate risk from international operations, particularly from the strengthening of the U.S. dollar against currencies like the euro and British pound[188](index=188&type=chunk) - Foreign currency risk is mitigated by periodically entering into currency derivative contracts, principally forward contracts with maturities of less than one year, not for trading or speculative purposes[188](index=188&type=chunk) | Cash Flow Hedges (Amounts in millions) | Notional amount (June 30, 2019) | Fair value gain (loss) (June 30, 2019) | | :------------------------------------- | :------------------------------ | :------------------------------------- | | Buy USD, Sell Euro | $409 | $11 | - A hypothetical **10%** adverse foreign currency exchange rate movement would result in a theoretical decline of approximately **$90 million** in net income for the six months ended June 30, 2019[191](index=191&type=chunk) [Interest Rate Risk](index=66&type=section&id=Interest%20Rate%20Risk) Interest rate risk is minimal due to fixed-rate debt and an investment portfolio of high-credit-quality, short-maturity money market and government securities - Interest rate risk primarily relates to the investment portfolio, as all outstanding debt is at fixed rates[191](index=191&type=chunk) - The investment portfolio consists primarily of money market funds and government securities with high credit quality and short average maturities, making it less sensitive to market fluctuations[191](index=191&type=chunk) - As of June 30, 2019, there was no material interest rate risk exposure to the company's consolidated financial condition, results of operations, or liquidity[191](index=191&type=chunk) [Item 4. Controls and Procedures](index=67&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2019, with no material changes in internal control over financial reporting [Definition and Limitations of Disclosure Controls and Procedures](index=67&type=section&id=Definition%20and%20Limitations%20of%20Disclosure%20Controls%20and%20Procedures) Disclosure controls ensure timely and accurate SEC reporting, but inherently provide only reasonable assurance due to human error or circumvention - Disclosure controls and procedures are designed to ensure timely and accurate reporting of information required by the Exchange Act[192](index=192&type=chunk) - Inherent limitations of any control system include human error and the possibility of circumvention or overriding of controls[192](index=192&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=67&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management, including principal officers, concluded that disclosure controls and procedures were effective as of June 30, 2019 - Management, including the principal executive officer and principal financial officer, concluded that disclosure controls and procedures were effective as of June 30, 2019[193](index=193&type=chunk) [Changes in Internal Control Over Financial Reporting](index=67&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) Management concluded no material changes in internal control over financial reporting occurred during Q2 2019 - No material changes in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2019[194](index=194&type=chunk) [PART II. OTHER INFORMATION](index=67&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=67&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine legal and tax matters, including a contested **€571 million** French tax assessment, but expects no material adverse effect - A reassessment from the Swedish Tax Agency for 2016 and 2017 tax years was paid in July 2019, with no significant impact on financial statements[195](index=195&type=chunk) - The company is vigorously contesting a **€571 million** (approximately **$650 million**) tax assessment from the French Tax Authority for 2011-2013[97](index=97&type=chunk) - Management believes routine claims and lawsuits are not significant and are not expected to have a material adverse effect on the company's business, financial condition, results of operations, or liquidity[195](index=195&type=chunk) [Item 1A. Risk Factors](index=68&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the comprehensive list of business risk factors detailed in the Annual Report on Form 10-K for 2018 - Various risks associated with the company's business are described in Part I, Item 1A, 'Risk Factors,' of the Annual Report on Form 10-K for the year ended December 31, 2018[197](index=197&type=chunk) [Item 5. Other Information](index=69&type=section&id=Item%205.%20Other%20Information) Stephen Wereb, Chief Accounting Officer, will retire effective August 15, 2019, with Dennis Durkin, CFO, temporarily assuming his duties - Stephen Wereb, Chief Accounting Officer, will retire effective August 15, 2019[198](index=198&type=chunk) - Dennis Durkin, Chief Financial Officer, will temporarily assume the responsibilities of principal accounting officer[198](index=198&type=chunk) [Item 6. Exhibits](index=69&type=section&id=Item%206.%20Exhibits) This section confirms that the exhibits listed in the accompanying Exhibit Index are incorporated by reference into this Quarterly Report - The exhibits listed on the accompanying Exhibit Index are incorporated by reference into this Quarterly Report on Form 10-Q[199](index=199&type=chunk) [EXHIBIT INDEX](index=70&type=section&id=EXHIBIT%20INDEX) The Exhibit Index lists all documents filed as exhibits to the Form 10-Q, including corporate governance, employment agreements, and certifications - The Exhibit Index lists various documents, including the Third Amended and Restated Certificate of Incorporation, Fourth Amended and Restated Bylaws, an Employment Agreement, and certifications pursuant to the Sarbanes-Oxley Act[201](index=201&type=chunk) - It also includes XBRL Instance, Schema, Calculation, Labels, Presentation, and Definition Linkbase Documents for interactive data filing[201](index=201&type=chunk) [SIGNATURE](index=71&type=section&id=SIGNATURE) The report was signed by Dennis Durkin, CFO, and Stephen Wereb, Chief Accounting Officer, on behalf of Activision Blizzard, Inc. on August 8, 2019 - The report was signed by Dennis Durkin, Chief Financial Officer and Principal Financial Officer, and Stephen Wereb, Deputy Chief Financial Officer, Chief Accounting Officer, and Principal Accounting Officer[204](index=204&type=chunk) - The signing date of the report was August 8, 2019[203](index=203&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-15839 ACTIVISION BLIZZARD, INC. (Exact name of registrant as specified in its charter) Delaware 95-4803544 (State or other ...

Use these links to rapidly review the document Table of Contents FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-15839 AC ...