Activision Blizzard (ATVI)

Historically, Activision's stock price has been highly volatile.

        The trading price of Activision's common stock has been and could continue to be subject to wide fluctuations in response to many factors, including:

•

quarter to quarter variations in results of operations;

•

the announcements of new products;



•

competitors' announcements of new products;



•

product development or release schedule;



•

general conditions in the computer, software, entertainment, media or electronics industries, and in the economy;



•

timing of the introduction of new platforms and delays in the actual release of new platforms;



•

hardware manufacturers' announcements of price reductions in hardware platforms;



•

consumer spending trends;



•

changes in earnings estimates or buy/sell recommendations by analysts;



•

sales or acquisitions of common stock by Activision Blizzard's directors, executive management, or Vivendi and its affiliates; and



•

investor perceptions and expectations regarding products, plans and strategic position, and those of the company's competitors and customers.

        In addition, the public stock markets experience extreme price and trading volume volatility, particularly in high technology sectors of the market. This volatility has significantly affected the market prices of securities of many technology companies for reasons often unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of Activision Blizzard common stock after completion of the Transaction.

The requirements of integrating and maintaining internal controls at the combined company may strain Activision Blizzard's resources and divert management's attention, and if we fail to establish and maintain proper internal controls, the combined company's ability to produce accurate financial statements or comply with applicable regulations could be impaired.

        As a result of the Transaction, Vivendi Games, which is a privately-held company, will become a wholly-owned subsidiary of Activision Blizzard and thus will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and the rules and regulations of the National Association of Securities Dealers. The requirements of these rules and regulations will increase Activision Blizzard's legal, accounting and financial compliance costs, will make some activities more difficult, time-consuming and costly and may also place undue strain on the combined company's personnel, systems and resources.

        The Sarbanes-Oxley Act requires, among other things, that a company maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain the effectiveness of Activision Blizzard's disclosure controls and procedures and internal controls over financial reporting during the integration process following the Transaction, Activision Blizzard will need to expend significant resources and provide significant management oversight. The combined company has a substantial effort ahead of it to implement appropriate processes, implement and document a comprehensive and uniform system of internal controls over relevant processes of the combined company, assess their design, remediate any deficiencies identified and test their operation. As a result, management's attention may be diverted from other business concerns, which could harm the combined company's business, operating results and financial condition. These efforts will also involve substantial accounting-related costs. In addition, if the combined company is unable to continue to meet these requirements, it may not be able to remain listed on NASDAQ.

        Implementing any appropriate changes to internal controls or integrating existing procedures may require specific compliance training of its officers and employees, entail substantial costs in order to modify its existing accounting systems, and take a significant period of time to complete. These actions may not, however, be effective in establishing the adequacy of its internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely

basis, could increase Activision Blizzard's operating costs and could materially impair its ability to operate the business. In the event that the combined company is not able to demonstrate compliance with Section 404 of the Sarbanes-Oxley Act in a timely manner, that its internal controls are perceived as inadequate or that it is unable to produce timely or accurate financial statements, investors may lose confidence in Activision Blizzard's operating results and its stock price could decline.

Historically, Activision's stock price has been highly volatile.

        The trading price of Activision's common stock has been and could continue to be subject to wide fluctuations in response to many factors, including:

•

quarter
to quarter variations in results of operations;

•

the
announcements of new products;




•

competitors'
announcements of new products;




•

product
development or release schedule;




•

general
conditions in the computer, software, entertainment, media or electronics industries, and in the economy;




•

timing
of the introduction of new platforms and delays in the actual release of new platforms;




•

hardware
manufacturers' announcements of price reductions in hardware platforms;




•

consumer
spending trends;




•

changes
in earnings estimates or buy/sell recommendations by analysts;




•

sales
or acquisitions of common stock by Activision Blizzard's directors, executive management, or Vivendi and its affiliates; and




•

investor
perceptions and expectations regarding products, plans and strategic position, and those of the company's competitors and customers.

        In
addition, the public stock markets experience extreme price and trading volume volatility, particularly in high technology sectors of the market. This volatility has significantly
affected the market prices of securities of many technology companies for reasons often unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely
affect the market price of Activision Blizzard common stock after completion of the Transaction.

The requirements of integrating and maintaining internal controls at the combined company may strain Activision Blizzard's resources and divert
management's attention, and if we fail to establish and maintain proper internal controls, the combined company's ability to produce accurate financial statements or comply with applicable regulations
could be impaired.

        As a result of the Transaction, Vivendi Games, which is a privately-held company, will become a wholly-owned subsidiary of Activision Blizzard and
thus will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and the rules and regulations of
the National Association of Securities Dealers. The requirements of these rules and regulations will increase Activision Blizzard's legal, accounting and financial compliance costs, will make some
activities more difficult, time-consuming and costly and may also place undue strain on the combined company's personnel, systems and resources.

        The
Sarbanes-Oxley Act requires, among other things, that a company maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to
maintain the effectiveness of Activision Blizzard's disclosure controls and procedures and internal controls over financial reporting during the integration process following the Transaction,
Activision Blizzard will need to expend significant resources and provide significant management oversight. The combined company has a substantial effort ahead of it to implement appropriate
processes, implement and
document a comprehensive and uniform system of internal controls over relevant processes of the combined company, assess their design, remediate any deficiencies identified and test their operation.
As a result, management's attention may be diverted from other business concerns, which could harm the combined company's business, operating results and financial condition. These efforts will also
involve substantial accounting-related costs. In addition, if the combined company is unable to continue to meet these requirements, it may not be able to remain listed on NASDAQ.

        Implementing
any appropriate changes to internal controls or integrating existing procedures may require specific compliance training of its officers and employees, entail substantial
costs in order to modify its existing accounting systems, and take a significant period of time to complete. These actions may not, however, be effective in establishing the adequacy of its internal
controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely

basis,
could increase Activision Blizzard's operating costs and could materially impair its ability to operate the business. In the event that the combined company is not able to demonstrate
compliance with Section 404 of the Sarbanes-Oxley Act in a timely manner, that its internal controls are perceived as inadequate or that it is unable to produce timely or accurate financial
statements, investors may lose confidence in Activision Blizzard's operating results and its stock price could decline.

Historically, Activision’s stock price has been highly volatile.

The trading price of Activision’s common stock has been and could continue to be subject to wide fluctuations in response to many factors, including:

· quarter to quarter variations in results of operations;

· the announcements of new products;

· competitors’ announcements of new products;

· product development or release schedule;

· general conditions in the computer, software, entertainment, media or electronics industries, and in the economy;

· timing of the introduction of new platforms and delays in the actual release of new platforms;

· hardware manufacturers’ announcements of price reductions in hardware platforms;

· consumer spending trends;

· changes in earnings estimates or buy/sell recommendations by analysts;

· sales or acquisitions of common stock by Activision Blizzard’s directors, executive management, or Vivendi and its affiliates; and

· investor perceptions and expectations regarding products, plans and strategic position, and those of the company’s competitors and customers.