Activision Blizzard (ATVI)

Federal Income Tax and ERISA Information

THE FOLLOWING DESCRIPTION OF UNITED STATES FEDERAL INCOME TAX CONSEQUENCES WITH RESPECT TO THE COMPANY'S DOMESTIC PURCHASE PLAN IS BASED UPON EXISTING STATUTES, REGULATIONS AND INTERPRETATIONS AS OF THE DATE OF THIS PROXY STATEMENT, ALL OF WHICH ARE SUBJECT TO CHANGE, POSSIBLY WITH RETROACTIVE EFFECT. BECAUSE INCOME TAX CONSEQUENCES MAY VARY DEPENDING UPON THE PARTICULAR CIRCUMSTANCES OF EACH PARTICIPANT, EACH PARTICIPANT SHOULD CONSULT HIS OR HER OWN TAX ADVISOR CONCERNING FEDERAL (AND ANY STATE, LOCAL OR FOREIGN) INCOME TAX CONSEQUENCES. THE FOLLOWING DISCUSSION DOES NOT PURPORT TO DESCRIBE STATE, LOCAL OR FOREIGN INCOME TAX CONSEQUENCES OR TAX CONSEQUENCES FOR PARTICIPANTS IN COUNTRIES OTHER THAN THE UNITED STATES. THIS DISCUSSION DOES NOT ADDRESS ANY U.S. OR FOREIGN TAX CONSEQUENCES OF PARTICIPATION IN THE INTERNATIONAL PURCHASE PLAN. PARTICIPANTS IN THE INTERNATIONAL PURCHASE PLAN SHOULD CONSULT THEIR OWN TAX ADVISORS.

The Company intends that the Domestic Purchase Plan shall qualify as an "employee stock purchase plan" under Section 423 of the Code (including any amendments or replacements of such section), and the Domestic Purchase Plan shall be so construed. Any term not expressly defined in the Domestic Purchase Plan but defined for purposes of Section 423 of the Code shall have the same definition therein.