Kristin Southey - Vice President, Investor Relations and Treasurer Robert A. Kotick - President, Chief Executive Officer Thomas Tippl - Chief Financial Officer Michael J. Griffith - President & Chief Executive Officer of Publishing Unit Michael Morhaime - President and Chief Executive Officer of Blizzard Entertainment, Inc.

Tony Gikas - Piper Jaffray Jeetil Patel - Deutsche Bank Brent Thill - Citigroup Colin Sebastien - Lazard Capital Markets Eric Handler - Lehman Brothers Justin Post - Merrill Lynch Edward Williams - BMO Capital Markets Jess Lubert - Banc of America

Good day, everyone and welcome to this Activision Blizzard September quarter earnings conference call. Today’s call is being recorded. At this time for opening remarks and introductions, I would like to turn today’s call over to Vice President of Investor Relations, Ms. Kristin Southey. Please go ahead.

Good afternoon and thank you for joining us today for Activision Blizzard's September quarter conference call. As always, I will start today’s call with a review of our Safe Harbor disclosure, followed by comments from Bobby Kotick, CEO; Thomas Tippl, Chief Financial Officer; and Mike Griffith, President and CEO of Activision Publishing; and Mike Morhaime, President and CEO of Blizzard Entertainment. I would like to remind everyone that statements will be made during this call that are not historical facts and are forward-looking statements. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties. The company cautions that a number of important factors could cause Activision Blizzard's actual future results and other future circumstances to differ materially from those expressed in any such forward-looking statements. Such factors include without limitation sales levels of the company’s titles, shifts in consumer spending trends, the impact of the current macroeconomic environment, the seasonal and cyclical nature of the interactive game market, the company’s ability to predict consumer preferences among competing hardware platforms, declines in software pricing, product returns and price protection, product delays, retail acceptance of our products, adoption rate and availability of new hardware and related software, industry competition, rapid changes in technology and industry standards, protection of proprietary rights, litigation, maintenance of relationships with key personnel, customers, vendors and third-party developers, domestic and international economic, financial, and political conditions and policies, foreign exchange rates, the integration of recent acquisitions and the identification of suitable future acquisition opportunities, our success in integrating the operations of Activision and Vivendi games in a timely manner, or at all, and our ability to realize the anticipated benefits and synergies of this transaction to the extent or in the timeframe anticipated. These important factors and other factors that potentially could affect the company’s financial results are described in the company’s most recent quarterly report on Form 10-Q. The company may change its intentions, belief, or expectation at any time and without notice based upon any changes in such factors in the company’s assumptions or otherwise. The company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. I would also like to note that certain numbers we will be presenting today, including net revenues, operating income, earnings per share, manufacturing and distribution costs, product creation costs, sales and marketing expense, and G&A spending will be made on a non-GAAP basis excluding the impact of the change in deferred net revenues and cost of sales expenses related to equity-based compensation costs. The operating results of products and operations from the historical Vivendi games businesses that the company intends to exit or wind down, one-time costs related to the business combination between Activision and Vivendi Games, the amortization of intangibles and the change in cost of sales resulting from purchase price accounting adjustments and the associated tax benefits. In addition, as Thomas will explain in more detail, due to the fact that our business combination is accounted for as a reverse acquisition, we will be presenting addition non-GAAP information that includes Activision Blizzard standalone results for the periods prior to July 9th, which we refer to as non-GAAP comparable basis. Please refer to our earnings release which is posted on our website at www.activisionblizzard.com for reconciliations and [further explanation]. I would also like to point out that the numbers we are providing today incorporate all adjustments made for our two-for-one stock split that was effective in September. And now, I would like to introduce our CEO, Bobby Kotick. Robert A. Kotick: Thank you, Kristen, and thank you for joining us today. Activision Blizzard has a strong report to share with you and I want to start by thanking all of our extraordinarily talented employees around the world whose hard work and dedication made our first combined quarter such a great success. Our merger can now be distinguished as perhaps the most successful in the history of the videogame industry, and there are four important points that I would like to highlight for you today. First, right now we are ahead of our plans to realize the benefits of the combined company, especially our key profit and profit margin objectives. Second, our holiday lineup seems to be the strongest in our industry. Third, we are reaffirming our financial outlook for the calendar year. And finally, while we recognize the risks of the current economy and the holiday season generally, and there are many, the company’s financial position has never been better. During the September quarter, we both completed our combination with Vivendi Games and significantly exceeded our revenue and EPS outlook. These results demonstrate the benefits of Activision Blizzard's seamless integration, increased profitability, expanded global reach, and broad portfolio of powerful franchises. The commitment and resourcefulness of our employees around the world was put to great use as we accomplished the integration within a tight time schedule and with a minimum of dislocation. Just as importantly, the results speak to a track record of delivering ahead of our plans. When we announced the combination of Activision and Blizzard last December, we said we would realize between $50 million and $100 million in synergies. We are now on target to deliver between $100 million and $150 million in synergies, and perhaps more. This success follows 16 straight years of revenue growth and margin expansion by Activision -- we believe an unparalleled track record in our industry. In these uncertain economic times, it is our track record, coupled with our portfolio of higher margins, owned intellectual properties, the prospects of new, promising intellectual properties, world-class experience and motivated development studios, and now the addition of a stable, predictable base of subscription revenues, which gives us advantages over many of our competitors, especially as we enter the holidays. With respect to our holiday lineup, we believe we have the strongest in our industry, anchored by three of the top-selling franchises in the history of videogames -- Guitar Hero, Call of Duty, and World of Warcraft. Guitar Hero is still the best-selling franchise in the United States on all platforms for the first nine months of the calendar year. Call of Duty: Modern Warfare is still selling at launch pricing one full year after its release and World of Warcraft now has 11 million subscribers around the world. We launched Guitar Hero: World Tour 10 days ago and the full band kit is a must-have this holiday season. We didn’t have enough inventory to meet the demand on launch. Second, in just 10 days, our GH Tunes has attracted over 25,000 user-generated songs, which means we will likely have up to 100,000 songs by the year-end. These songs are easily downloaded by consumers and the ability to offer these songs on a subscription basis may very well result the newest subscription opportunity in our portfolio. Next week we will launch Call of Duty: World at War, which has seen a dramatic increase in consumer and retail awareness over the past few months based on its exciting multi-player functionality. Pre-orders are tracking ahead of last year’s top-selling title -- in fact, significantly ahead of last year’s top-selling title, Call of Duty: Modern Warfare. And of course, on November 13th, Blizzard will unleash the widely anticipated World of Warcraft expansion pack, Wrath of the Lich King. This is only the second expansion pack to launch in the franchise’s history. The last expansion pack, Burning Crusade, sold over 2.6 million copies in 24 hours. We expect Wrath of the Lich King to perform well, given that it will launch into an even larger installed base of subscribers. We will deliver our entire holiday slate on schedule with strong product quality on all of our key titles. This kind of consistent predictable performance once again emphasizes a significant advantage we have with our valued retailers over our competitors, even in difficult economic conditions. Given the success of our merger to date and the strength of our holiday lineup, we are reaffirming our full-year financial outlook, recognizing that our titles still need to perform well and that there is great uncertainty with respect to consumer spending. Even with our confidence for this year and for next year, we do recognize that risks still exist in the current economic environment. While we remain cautious of the many variables that can affect industry fundamentals and our own market performance, and we recognize there is still significant consumer acceptance and pricing risk, we will continue to monitor closely industry conditions, product sell-through, and competitor activity, and adjust resource allocations as necessary, one of the benefits of having a large balanced portfolio of products in the marketplace and proven, highly organized operational and logistics capabilities. Because of these competitive advantages, and because historically the videogame industry has been able to weather difficult economic environments with a consumer value proposition greater than other forms of leisure time media, and because we now derive a significant amount of our operating profit from more predictable subscription based games, we believe we are exceptionally well-positioned for the future. Our balance sheet has never been stronger, ending the quarter with more than $3 billion in cash and investments, and no debt. Our cash position is enhanced by our ability to convert operating income into free cash flow. This is yet another critical competitive advantage and one that allows me to make an announcement today that relates to our confidence in our management team’s ability to execute our business plans for the future. Our board of directors has authorized a $1 billion share repurchase program. The share repurchase program reflects our confidence in the future of the company. We have a very strong slate scheduled for next year, with 15 properties and more than 70 SKUs, based on already proven franchises, and three, maybe four exciting new intellectual properties that we have been working on for some time. Note that all of these properties are already in production and all are benefiting from the same processes we used to launch new intellectual properties, like Call of Duty and Guitar Hero. After the repurchase, our remaining cash on hand, liquidity, and predictable cash flow will provide us with the ability to continue to invest in our business. As you will hear throughout the call, we are off to a great start as a combined company. As I mentioned, our holiday lineup is the best in the industry and while we do recognize the risks in the economy and the risks that relate for our own products’ acceptance in the marketplace, we remain very confident in our future. Now I would like to turn the call over to Thomas Tipple, who will provide a review of Activision Blizzard's financial results for the quarter and our full outlook for the year. Thomas.

Thank you, Bobby. Today I will begin with a review of Activision Blizzard's successful first quarter as a combined company and then I will review our outlook for the balance of the calendar year. Before I get into the numbers, I would like to remind everyone that due to the nature of reverse merger accounting, our historical financials are those of Vivendi Games only. Activision’s results are only included as of the date of the merger. This means that the September GAAP results include the full quarter of Vivendi Games and the results from July 10 through September 30 for Activision. Because Activision’s historical financials can no longer be reported in our financial filings, we understand that many of you will want to consider year-over-year comparisons that go beyond the GAAP numbers until we lap the merger date. Therefore, in order to provide a more transparent view of our comparable year-over-year operating results, we have included in our press release a set of set of schedules for the three and nine month periods for our core business, which includes Activision publishing, Blizzard Entertainment, and distribution. In these schedules, we outline three sets of numbers on a year-over-year basis. One set reflects our combined company GAAP results. The second set reflects our combined company non-GAAP results, which exclude the items and adjustments Kristin outlined at the beginning of the call, and the third set reflects our non-GAAP numbers including Activision standalone results for the period prior to July 9th. We refer to these numbers as non-GAAP comparables and they represent an apples-to-apples comparison for the combined company on a year-over-year basis. These will be the numbers that I will refer to unless otherwise noted in my commentary. In addition, we have provided a breakout of our non-core Vivendi Games exit division, which we expect to completely wind down by no later than June, 2009, and as always, we have included a GAAP to non-GAAP reconciliation in today’s press release. So focusing on the core business results for the first nine months of the calendar year, on a non-GAAP comparable basis you see very strong momentum, with revenue growth of 29% and operating income growth of 46%. With respect to the September quarter results, Activision Blizzard's GAAP net revenues were $711 million, significantly ahead of our prior outlook. On a non-GAAP comparable basis, net revenues for the quarter were $770 million, a 26% increase over the prior year. Both Activision publishing and Blizzard Entertainment performed better than expected. For the quarter, we had no new releases and our strong performance was driven by our three wholly owned franchises, World of Warcraft, Guitar Hero, and Call of Duty. In addition, we launched Star Wars Force Unleashed, an affiliate label title we publish outside the U.S. For the quarter, we had a GAAP operating loss of $194 million and a loss per share of $0.08. This is $0.05 better than our guidance -- $0.03 is due to our core operations performing ahead of plan and $0.02 is due to lower restructuring costs and balance sheet write-offs because we were successful in selling nearly all of the Vivendi Games assets and businesses, which we decided not to retain. Non-GAAP operating income for the quarter for the core business was $122 million and non-GAAP operating income on a comparable basis was $113 million. Non-GAAP earnings per share for our first quarter as a combined company were $0.07. This is $0.03 ahead of our outlook and largely driven by the year-round profit generation of Blizzard subscription business model while Activision, as expected, posted a small loss due to the lack of new main line releases in the quarter and continued investment in our large 2009 slate. With respect to the specific line items for the core business of Activision publishing, Blizzard, and distribution, I will refer only to the non-GAAP numbers. In the September quarter, non-GAAP product costs, including cost of sales for MMOGs was 44% of net revenue. This is higher than our outlook, due in part to mix as we had higher affiliate revenues and we took a more conservative approach to price protection and returns reserves in light of great macroeconomic uncertainty. Non-GAAP product creation costs for the core business were 19% of net revenues, non-GAAP sales and marketing expense was 13%, and non-GAAP G&A was 7% of net revenues. In total for the quarter, non-GAAP operating expenses came in at 39% lower than expected. The favorability was due mainly to operating leverage from higher revenues, tight cost management, and higher affiliate mix. During the quarter, we generated $24 million in investment income and yields continued to decline as our investments are held in government-backed, shorter term securities to limit credit exposure and provide flexibility to deploy capital. Our effective non-GAAP tax rate was 37%. During the quarter, we also completed a two-for-one stock split and we ended the quarter with a diluted share count of 1.33 billion. So for our first quarter as a combined company, we are off to a great start. The combined company performance is even stronger when you look at the apples-to-apples non-GAAP comparable performance for the first nine months of the calendar year, which is well ahead of the prior year and has expanded our industry leading operating margin advantage over other third party publishers. For the first nine months of the calendar year, on a combined company non-GAAP comparable basis, we have generated 21% operating margin and we have not even hit the holiday quarter, which is typically the highest margin quarter of the year. Now turning to the balance sheet, on September 30th, we had more than $3 billion in cash and investments, an increase of $1.6 billion versus the prior quarter, due mainly to transaction related cash inflows. In today’s capital market environment, we view the strength of our balance sheet as a major competitive advantage, and we are planning to put the cash to work. Today we announced that our board has authorized up to $1 billion of share repurchases to take advantage of current market conditions. In addition, we believe that the more challenging macroeconomic environment could provide unique M&A opportunities, for which we are well-positioned with our balance sheet, our more predictable cash flow outlook resulting from Blizzard subscription business model, and the backing of Vivendi as a shareholder. Now let me turn to our other key balance sheet positions -- the accounts receivable balance was $316 million. This is $85 million lower than last quarter’s balance for Activision standalone, as we collected receivables from the second quarter launches of Guitar Hero: Aerosmith and Kung Fu Panda. Inventories were $377 million. This holiday, we will launch our largest SKU count ever and we began building inventory in the quarter for the multi-platform, multi-instrument, multi-territory launch of Guitar Hero World Tour and the multi-million unit releases of Call of Duty and the Wrath of the Lich King. Capitalized software development costs were $246 million as we continued the development of our 2008 holiday slate and our large lineup for 2009. Capitalized intellectual property costs were only $10 million, down $72 million versus Activision standalone last year, due to purchase price accounting adjustments. Under reverse merger accounting, Activision’s pre-merger IP advances had to be reclassified to intangible assets. So in summary, our combined company’s September quarter results were strong and our financial position has never been stronger. We are competitively well-positioned for this holiday season and into calendar 2009. Before turning to our financial outlook, I would like to highlight a few items. As a reminder, I would like to review the updates to our financial guidance and reporting that we have previously discussed. The first being that the online functionality for certain key titles to be released in this quarter and thereafter is expected to become a significant component of game play for certain platforms for which the company will have continuing performance obligations beyond the sale of the game. As a result, the company expects to begin recognizing a substantial amount of net revenues and cost of sales from these non-subscription based online enabled games over an estimated service period. We anticipate that a considerable amount of net revenues and earnings that would have been recognized in calendar ’08 will be recognized in calendar ’09. I want to emphasize that this will not impact the economics of our business or our cash flows, although these changes will have a material impact on our calendar ’08 GAAP results. In order to provide comparable year-over-year performance, our non-GAAP results will also exclude the impact of the change in deferred net revenues and cost of sales related to those online enabled key titles on certain platforms. I would also like to remind everyone that our non-GAAP results will continue to exclude the items detailed in today’s press release. All of these changes are intended to provide our investors as much visibility into our underlying operating performance as they had in the past. Finally, keep in mind that this is our outlook as of today, so please refer to our Safe Harbor for a full list of risk factors. So now on to the company’s outlook for calendar 2008 -- despite the weaker macroeconomic environment, we are still positioned to deliver our full year outlook and exceed the industry leading calendar ’09 financial goals we set for the combined company when we announced the deal on December 2nd. On December 2nd, we provided a combined company calendar ’09 non-GAAP net revenue target of $4.3 billion, and today we still expect our calendar ’08 non-GAAP net revenues to increase to $4.9 billion, an increase of approximately $600 million. Additionally, on December 2nd, we provided a combined company calendar ’09 non-GAAP operating income target of $1.1 billion and today we still expect our calendar ’08 non-GAAP operating income will reach $1.2 billion, exceeding our ’09 target by approximately $100 million. For calendar year 2008, we still expect to generate a non-GAAP operating margin of approximately 24% to 25%. We are not increasing our calendar year outlook at this point because the significant strengthening of the dollar versus the British Pound and the Euro and significantly lower yields on our conservative investment portfolio, I expect it to offset the September quarter over-performance. We feel very good about our holiday lineup, which we believe is the strongest in the industry. We are monitoring the retail and consumer environment on a daily basis and remain cautiously optimistic, based on the strength of our franchises, the quality of our titles, and the best-in-class execution we are bringing to retail. For the December quarter, Mike Griffith and Mike Morhaime will give more details on our specific titles later in the call, but all of our previously announced titles will launch before the important Thanksgiving holiday and on a GAAP basis, we expect net revenues of approximately $1.6 billion. GAAP revenues are lower than our previous outlook, as we have made the choice to align the revenue recognition policy for the Wrath of the Lich King expansion pack with that of our other online enabled titles with ongoing service obligations. This results in a higher deferred revenue balance for 2008 and shifts GAAP revenue to 2009. For further details regarding this accounting policy change, please refer to our 8-K which we filed earlier today. We expect GAAP product costs, including costs of sales for MMOGs, of approximately 41%, and operating expenses including royalties of about 62% of net revenues. We project a GAAP effective tax rate of 78%, basic share count of about 1.33 billion, and a GAAP loss per share of approximately $0.01. The updated loss per share number also reflects the increase in deferred net revenues for online enabled games with respect to the Lich King expansion pack. Excluding net revenues for the historical Vivendi Games businesses that the company is winding down, plus the change in deferred net revenues and cost of sales related to online enabled games, we expect core non-GAAP net revenues of $2.2 billion, of which about 80% is Activision publishing and distribution and 20% is Blizzard Entertainment. Excluding the impact of the change in deferred net revenues and cost of sales related to online enabled games, equity-based compensation expense, the impact of the operating loss from the historical Vivendi Games businesses that the company has begun to exit or wind down, one-time costs related to the business combination with Vivendi Games and the amortization of intangibles, and the increase in cost of sales resulting from purchase priced accounting adjustment, we expect non-GAAP manufacturing and distribution expense of 38%, operating expenses including royalties of 35% of net revenues, and an effective tax rate of 34%. We also project the diluted share count of about 1.39 billion shares and non-GAAP earnings per share of $0.29. Please note that our share count could be lower depending on the amount of repurchased activities executed in the quarter. As we look to 2009, we are equally as excited about our large and strong slate, which we discussed in detail at the September 15th analyst day, and consistent with past practice, we will provide more information about next year’s financial outlook on our fiscal year-end call. Before I close, I want to provide a brief update on the progress we are making with the integration [inaudible]. Since the deal announcement, we have increased our synergy target by $50 million to a range of $100 million to $150 million. To date, we have managed to integrate the majority of our operations outside of Europe while continuing to execute well on the base business, as evidenced by our September quarter results. On the synergy side, we are also tracking well. By now, we have already locked in a run-rate of about $100 million of savings. With the European integration still ahead of us and a number of procurement negotiations still underway for 2009, we are confident that we can deliver towards the high-end of our synergy target range. And finally, based on the successful disposal activities, our net after tax cash restructuring costs are expected to come in well below the $100 million threshold we set at the time of the merger. So in closing, our first combined quarter was a success and we are off to a great start. We have the strongest holiday lineup [inaudible] [for our business] in the industry and finally, we have a strong balance sheet which gives us the ability to take advantage of market opportunities that arise from these challenging times. So I will now turn things over to Mike Griffith, President and CEO of Activision Publishing, who will provide his thoughts on the holiday. Michael J. Griffith: Thank you, Thomas. Before I begin reviewing the holiday quarter and beyond, I want to spend just a minute recapping accomplishments from the September quarter that built a stronger foundation for future growth and margin expansion. First, as we integrated Vivendi Games, we made well-grounded but swift decisions to streamline our combined operations and take advantage of increased scale and purchasing power, the results of which are reflected in Thomas’ synergy update. We retained and streamlined the two strongest Vivendi Games studios, High Moon in San Diego and Radikal in Vancouver. We shut down or sold non-strategic and under-performing intellectual property while maintaining and focusing on expanding our portfolio as we reignite two great historical franchises, Crash Bandicoot and Spyro. In addition, we retained Ice Age, a strong movie related property whose next movie is scheduled in 2009, and we also retained two new IPs in development that show strong promise. In addition, during the quarter, we completed the acquisition of Freestyle Games, a music-oriented developer in the U.K., to expand our European based capacity for Guitar Hero and to stimulate new music innovation. So in summary, we tackled the integration with Vivendi Games quickly and thoroughly and added key new IP and studio resources to expand our portfolio in the months ahead. Now turning to how we see the market for the balance of 2008 -- overall, industry fundamentals this quarter were very solid and as of today, our calendar year expectations have not changed. On September 30, the installed base of hardware in North America and Europe for current and next generation systems including handhelds, was $291 million units. For the full calendar 2008, we expect the following increases in North America and Europe compared to a year ago: we’re estimating PS2 will be up 4 million to 5 million units, and PS3 up 8 million units. We expect Xbox 360 growth of 6 million to 7 million units, and we expect the Wii to add 15 million units. Finally, we expect handhelds will grow in excess of 24 million units. Moving to software, we define our market to include all major platforms in North America and Europe. In the first nine months of the calendar year, the software market was up 32%. Given the data points we have today, we expect the combined North America and European packaged goods retail software markets will grow at least 20% in calendar 2008. To hit 20% for the full year, the industry has to grow approximately 6% in the current December quarter. Overall, we anticipate that the software market will continue to hold pricing and disproportionately reward the top-selling titles broadly across platforms and geographies. There’s no doubt that we are in the midst of challenging times so I want to spend a few minutes talking about the retail environment and why we feel the sector and Activision specifically is well-positioned for the short- and long-term. First, retailers are continuing to increase shelf-space allocated to the videogame sector, as games begin to take a larger share of consumer spending versus other forms of entertainment, and are viewed as a growth driver. Over the past year, global retailers have allocated up to 40% more in-store space to the videogame category at the expense of other categories. Most of this increase has been dedicated to the music genre and Activision Blizzard of course is the largest beneficiary of the increase, given our strong market share in this category. Second, we’ve all heard that foot traffic at retail is down but actually, the increased share of store in videogames appears to be mitigating this risk. Our survey samples at key retailers suggest that in September and October, while other categories were challenged, videogame software and hardware showed sell-through growth in the high-single-digits, helping to validate our market expectations. And third, the cost per hour of entertainment of videogames provides a great return on investment for the consumer as they seek value. To illustrate this, last month NPD conducted a holiday shopping survey that found for most shopping categories, consumers’ intent to purchase were flat or slightly lower than in 2007. The most notable exception again was videogaming systems and games, where consumers’ intent to purchase rose seven points over the prior year, putting videogames in the top five holiday purchases for the first time ever. With respect to retailer purchasing behavior, what we have heard is that retailers are ordering less up-front and are focusing on chasing the winners, and they are being more cautious with their open-to-buy dollars on second-tier titles. We do see some of this but much less so with top-performing titles where expectations remain high. What this means is that publishers with top-selling titles will likely benefit disproportionately this holiday quarter. For the last three holiday seasons, on average 90% of the top 10 titles were based on proven properties and we couldn’t be better positioned with our strong lineup of proven properties like Call of Duty, Guitar Hero, James Bond, and Madagascar. So in summary, as of today we continue to view our global marketplace as large and growing, and that our solid lineup positions us well for the future. Turning now specifically to this holiday quarter, we expect that this holiday will eclipse our record results last year. Consumers will have a chance to experience the next iterations of the top two selling franchises of last year, Guitar Hero and Call of Duty, and the release of the new James Bond title, as well as Madagascar 2 and several other titles. Also it should come as no surprise that we will once again release all of our holiday titles on schedule before the Thanksgiving holiday. Now let me touch specifically on our largest properties, Guitar Hero and Call of Duty, both of which have built a substantially larger user base over the past year and both of which are significantly expanding their SKU offerings this year. First on Guitar Hero, the franchise continues to grow in global popularity and consumer awareness, making it one of the most successful entertainment properties in any medium. Life to date, we have now sold 24 million units of Guitar Hero versus only 5 million from our nearest competitor per NPD, Chart Track, and GFK. On October 26th, we released Guitar Hero World Tour on all platforms in North America, with the exception of PS2, which we will launch in mid-November along with our European launch. Guitar Hero World Tour is currently offered with standalone software at $59, a guitar bundle at $99, as well as the new band bundle at $189, satisfying three value tiers this year with a game that has more songs, better songs, and more features than last year. From just the first 10 days of sell-through, there’s no doubt that the band kit is a must-have SKU this holiday. The band kit launch quantities are virtually sold out across the channel and even with our manufacturers at full capacity and a continuous flow of supply throughout the quarter, we are likely to not be able to keep up with demand for the band kits this holiday. Additionally, our retail checks indicate that the Guitar Hero World Tour band kit is outselling its only competitor by a very wide margin. As expected, early consumers are disproportionately interested in the band kit as a result of the drum controller innovation and the addition of the microphone. Our retail and consumer programs focused on the guitar bundle and the standalone software are weighted to the Thanksgiving weekend and holiday gift-giving seasons. The mass market oriented price point for these SKUs and the fact that they can be enjoyed with both our latest guitar controller as well as previously released guitars should make them sought after gifts this holiday. We are also excited about the initial consumer response to GH Tunes, our new platform for user created music content. Early results have greatly exceeded our expectations. In only 10 days, there have been over 25,000 new user created songs that can be downloaded for free and played with Guitar Hero World Tour, establishing a new channel to deliver content for consumers to enjoy. Beyond GH Tunes, Guitar Hero consumers continued to download licensed music, with more than 25 million songs downloaded to date on the 360 and PS3 alone. And as mentioned, on November 21st, we will be launching Guitar Hero World Tour on all platforms internationally in time for the holiday shoppers. Also, on the Guitar Hero front, we will launch a second title for the Nintendo DS, Guitar Hero Decades. Guitar Hero On Tour for the DS remains the number one third-party NDS title since the launch and to date the title has sold more than 1.5 million units, so we have a lot of consumers who want more content on Guitar Hero for the DS. Our other major proven property and highly anticipated holiday launch is Call of Duty World at War. The title is generating very strong pre-launch buzz, especially regarding the expanded multi-player experience on all platforms. We’ve had very strong success with the online component for Call of Duty Modern Warfare, and we have found that more than 75% of purchases are playing online. We believe that part of the reason Call of Duty Modern Warfare is still selling at launch pricing a full year after release is because of the online component and we are very excited about our online plans for World at War, which have been expanded to include single player co-op play, as well as multi-player map play. In addition, we have a significantly more robust program in place than last year when it comes to downloadable content for sale in the months ahead for this game, building on our successful launch of the one map pack we fielded for Call of Duty Modern Warfare last year. And finally, we are expanding availability versus last year by launching World at War on the PS2 and Wii, as well as on last year’s platforms, including the 360, PS3, PC, and NDS. Last weekend the theatrical release of James Bond: Quantum of Solace was released in the U.K. and the first weekend box office sales exceeded the prior record, so we are well-positioned for a solid U.S. movie launch on November 14th. As of yesterday, the title is in full distribution in the U.S. and Europe. Rounding out our holiday slate is Spider-man: Web of Shadows, DreamWorks’ Madagascar: Escape to Africa, and two of our new properties from Vivendi Games, Crash Bandicoot: Mind over Mutant, and the legend of Spyro: Dawn of the Dragon, as well as a full slate from our Activision Minneapolis [inaudible] division. With respect to our catalog business, we delivered better-than-expected results in the September quarter, driven by catalog sales and for the month of October, our catalog sales are up year over year. Part of the success of the catalog strength, as we’ve said, is that Call of Duty 4 and Guitar Hero are supported by online content that keeps players engaged. Looking to calendar 2009, we feel well-positioned to take advantage of the long-term trend and we feel will continue to support the growth of videogames in general with both consumers and retailers, and which we will continue to support the large propositions. In 2009, we plan to have an even larger and stronger slate with a significant increase in SKUs year over year. We will launch approximately 70 SKUs, 40% more than this year, with innovative new titles for the Call of Duty franchise and multiple Guitar Hero releases, as well as a number of movie-supported games for Transformers, Wolverine, DreamWorks Monsters Versus Aliens, and Ice Age. In addition, we plan to launch Marvel Ultimate Alliance 2, a follow-up James Bond, a newly reinvented Tony Hawk, Wolfenstein, and a targeted selection of qualified new IP, including singularity, prototype and the new Bizarre Creations title, which will be our entry into the racing genre. In addition, we expect that we will also have strong catalog performance in calendar year 2009 based on our 2008 holiday slate and the fact that we will continue to replenish hardware on Guitar Hero and offer new expanded online content for Call of Duty. Our performance continues to highlight the long-term opportunities that the interactive entertainment industry has to offer and there are few companies better positioned for the future than Activision Blizzard. As an organization, we remain focused on results, expanding our balanced portfolio, strengthening our product development capabilities, and focusing on our largest opportunities in order to maximize our objective of continued annual growth. Challenging times present opportunities and we are in a position to take advantage of market opportunities that arise. And now, I would like to introduce and welcome Mike Morhaime, the CEO of Blizzard Entertainment. Mike.

Thank you, Mike. Hello, everyone. Today I will talk about Blizzard Entertainment’s performance this past quarter and then I will discuss our plans for the rest of the year. The September quarter was another strong one for us, due to the continued performance of World of Warcraft. Even though the quarter was book-ended by competitors in the MMO space, the World of Warcraft subscriber base continued to grow. Age of Conan launched toward the end of the June quarter, and Warhammer Online came out in mid-September. To date, 68% of the players who listed Age of Conan as their reason for cancellation and 46% of the players who listed Warhammer as their reason for cancellation have reactivated their subscriptions to World of Warcraft. World of Warcraft also managed to grow its subscribership, despite the Olympics and the summer vacation period. At the end of the quarter, World of Warcraft had 1.5 million more subscribers than during the same time last year. As a result, our non-GAAP net revenue was up 19% and our operating income was up 11% compared to last September. The other big news for us for the quarter was that we launched World of Warcraft in Russia and Latin America. The goal of entering these markets was to grow our World of Warcraft business and to start building the markets in these regions for future products and opportunities. Creating an awareness of Blizzard quality within any given audience helps to grow that audience for future games. We plan to continue seeking long-term opportunities in emerging international markets in the years ahead. Before I move on, I want to talk about one other highlight from last quarter -- in August, we announced the formation of a new joint venture with NetEase for the operation of BattleNet, StarCraft 2, and Warcraft 3 in China. NetEase is a market leader in China and we are looking forward to working with them. This partnership shows our continued commitment to Chinese gamers and the local industry there. Now I would like to talk briefly about Blizz Con, which took place a few weeks ago in Anaheim, California. Blizz Con is our Blizzard themed gaming festival. The event is a great opportunity for us to meet with some of our most passionate players in person, celebrate competitive Blizzard gaming, and share the latest news about our upcoming titles. This year’s event was our third Blizz Con -- it was also our biggest one year. We offered 15,000 tickets, nearly twice as many as last year, and they sold out almost immediately. We had attendees from 27 different countries and more than 600 press from around the world in attendance. One of the biggest attractions at Blizz Con is the opportunity to play pre-release versions of our games. This year we had upcoming games from all three of our franchises, World of Warcraft, StarCraft, and Diablo, playable on the show floor. We received very positive feedback from the players and the press on each of the games, which is a great sign that they will be well-received when we are ready to release them. Now I would like to turn to the December quarter, which has traditionally been a strong quarter for our industry. Games have historically weathered economic downturns and done well during the holidays. This year’s unique market conditions make it hard to predict the overall performance of the industry. But considering that World of Warcraft offers our players a very high value for their entertainment dollar, we are optimistic about year-over-year performance for this quarter. World of Warcraft subscriber numbers have been rising despite the ongoing economic concerns. We announced that we have reached 11 million subscribers last week and we are continuing to grow from there. Also, new expansions typically bring in both new and returning players, and we are about to release our second expansion next week. Wrath of the Lich King will be released on November 13th and 14th in most of the regions that we operate in, and we will follow in Korea and the region of Taiwan on November 18th. Approximately 15,000 midnight launch events will take place around the world with countless retailers. Key members of the Blizzard executive and development teams will attend some of these events in virtually all of the countries where the game is operated. Thousands of gamers showed up for these events when we launched the first expansion and we are expecting a similar turnout this year. The first World of Warcraft expansion, the Burning Crusade, became the fastest selling PC game of all time when it was released in January of 2007. Before that, the record was held by Warcraft III and before that by Diablo II, both Blizzard games. The Burning Crusade sold nearly 2.4 million copies to players in its first 24 hours and it went on to sell about 3.5 million in its first month. We believe that Wrath of the Lich King contains some of the most compelling World of Warcraft content that we have created so far and we have put a lot of work into preparing for a strong launch. It is currently the top pre-sale on Amazon.com among all videogames, not just PC games, and Walmart has told us that it was among the highest number of preorders ever sold on Walmart.com. Overall, we estimate that by the end of this year, Blizzard Entertainment will have tripled revenues from 2005 and doubled revenues from 2006. We expect to exceed $1 billion in revenue this year for the second year in a row and it looks like our operating income will be more than three times what it was in 2005. We remain excited about the future of the industry and believe that Blizzard Entertainment continues to be well-positioned to benefit from global growth in online gaming. We intend to retain our leadership position by remaining committed to delivering high-quality entertainment experiences to players around the world, not only with World of Warcraft but also future products under development, like StarCraft 2 and Diablo III. I look forward to talking about our upcoming games and our plans for BattleNet and World of Warcraft on future calls. Thanks for your time. I will now turn the call back over to Kristin.

Thanks, Mike. Operator, we would now like to open up for questions. I would like to highlight that because of the large number of people dialing in and the length of the call, we ask that you limit your questions to one per caller. Operator.

(Operator Instructions) And your first question will come from Tony Gikas of Piper Jaffray. Tony Gikas - Piper Jaffray: Maybe you could just start out by giving us a little bit of visibility on the Vivendi businesses that were sold or discontinued that you mentioned. And then the second question, if I can sneak one in, for Guitar Hero World Tour, could you give us an approximate percentage breakdown of the units by the band, guitar, and software only SKUs? Thanks. Robert A. Kotick: Why don’t we start with the Vivendi Games businesses -- there were a lot of different projects and businesses that we identified as not likely to achieve the profit margin potential that we look for. Most of those products had found homes at other places and are probably more appropriate strategically for other publishers. The one area that we still have not made final determinations about is the mobile business, but we view -- I think you know this, Tony, but we view platforms as something that are critically important to the brand but not necessarily a skill that we need to have internally. Overall I will say that we were more successful in eliminating the businesses at lower costs who were finding homes for projects and people than we expect that you would be going into the transaction. As far as the Guitar Hero business, we don’t comment on the specifics of any one SKU or platform or category, so that’s not detail that we would generally provide, other than to say that as Mike pointed out, World Tour is off to a great start. The band kit, I don’t think we’ll be able to keep in adequate supply through the end of the year. We did expect to have more band kits earlier but we definitely have been surprised by the response to the band kit. Tony Gikas - Piper Jaffray: Okay. Thanks, guys.

Jeetil Patel from Deutsche Bank. Jeetil Patel - Deutsche Bank: A few questions -- first of all, I guess with the sale of some of the products that were almost done, like Ghostbusters and 50 Cent, and I guess in general the bigger propositions [inaudible] as you are talking about, I guess what do you think is going on in the industry that makes it so tough to make money or I guess why are you de-emphasizing some of the kind of lesser known brands and focusing on the bigger franchises out there? Is it industry that is causing that or do you think it is more strategy on your part that seems to be [winning] big? I kind of want to understand the dynamics there. And second, your SKU count next year is going to be at 40% -- is it safe to assume that you will probably grow next year, or does -- [perhaps pricing plan a bit and affect] the ability to grow into 2009? Robert A. Kotick: With respect to the franchises that don’t have the potential to be exploited every year across every platform with clear sequel potential that can meet our objectives of over time becoming $100 million plus franchises, that’s a strategy that has worked very well for us. It’s something that we have been very disciplined about and so while there are lots of promises for a lot of these products that we had in the portfolio, I think generally our strategy has been to focus, especially given the increase in development expenditures on the products that have those attributes and characteristics that we know if we release today, we’ll be working on 10 years from now. And that has been -- you know, narrow and deep has been essential to our strategy of how you expand operating margins. The difficulty in establishing new franchises or unproven franchises as we have seen over the last 20 years, that is one of the great challenges of the business and I think that you have a less than accepting and tolerant retail environment. It’s harder to attract development talent to projects that are more speculative in the long run, and so what we found is that if you have a [inaudible] for innovation in existing franchises, that’s a recipe for margin expansion and you still need to have production of new original intellectual property, but you need to do it very, very selectively and if you look at the number of new original intellectual properties successfully launched in the market each year over the last five or 10 years, it’s a small single-digit number. We happen to have a number in development ourselves but the focus is I think at retail and generally for the consumer is to continue to be on the big narrow and deep high profile release strategy. Jeetil Patel - Deutsche Bank: Bobby, do you think the broad [carpet-bombing] strategy ever works in this cycle or is it still [inaudible] on that front? Robert A. Kotick: No, I think that we’ve had enough experience now that the strategy that we employ seems to be the most successful. As far as SKU count, yes, it’s up considerably next year and as Thomas said, we are not going to provide any outlook for next year until later in the quarter or on our conference call in January, but we’ve grown our business every year for the last 16 years. We’ve continued to expand our operating margins and so we have no reason to think over the next few years we won’t do the same thing.

The next question will come from Brent Thill with Citi. Brent Thill - Citigroup: Some of your peers have said they have seen consumer weakness in October and I was wondering, it doesn’t sound like you have seen that but if you could just clarify what you have seen in October. And for Thomas, on the $1 billion buy-back, does that cover a specific period and would you expect that to be a phased buy-back or a more accelerated buy-back? Robert A. Kotick: Let me first start with your question on the consumer -- I mean, clearly October was a very unusual time and we of course had some concerns about it, which is why we have done a lot of canvassing of our retailers and generating as much data as we can generate. And I think as you saw, the software market was up 32% in the first nine months of the calendar year and we expect it to be up but not by that much in the holiday quarter. And as we went out into stores and canvassed with our key customers really in late September and early October, we did find that the videogame space was performing well relative to other categories of the store, and that while foot traffic might have been down overall, we did see videogame sell-through up year over year. I think the retail environment is certainly tightening with respect to open-to-buy dollars and they are making priority calls. We are seeing these calls made primarily against second-tier titles, which back to the earlier question is why we expect a continuation of the trend that the top-performing titles will provide a disproportionate return in this industry as it has over the last couple of years. But on top-performing titles, we’ve not personally experienced difficult on the open-to-buy dollars and so we are cautious but encouraged so far by what we have seen in the retail environment.

And with regard to the buy-back, our board has given us authorization and flexibility to execute either through open-market purchases or on an accelerated basis and we will make those decisions based on market conditions and at the end of the quarter, of course, we will meet our reporting obligations and let you know how much and how many shares we bought back. Michael J. Griffith: One thing I would just add is that you know, it is an uncertain time and it is still unclear as to whether or not the consumer is going to materialize for the holiday the way that any of us would like, and so we do still have to have caution about the balance of the holiday selling season.

Colin Sebastien from Lazard. Colin Sebastien - Lazard Capital Markets: Thomas, actually a couple of housekeeping questions -- first, I just wonder if I’m doing the math right, the change to Q4 EPS is $0.02 due to currency and $0.01 from the lower interest income. And then secondly, and I apologize if you gave this, but can you give us a specific sense as to where your reserve levels are for the holiday quarter? Thanks.

Yeah, so you are about right -- so between FX and interest, that’s about $0.03. On the reserves, we’ve stepped up the reserves at the end of June. On a combined basis, we were right around 29% of gross receivables at the end of September. We took that up to about 38% of gross receivables, so we think in light of the uncertainty that’s out there, we are appropriately and prudently positioned for the holiday season from that perspective.

Your next question will come from Eric Handler with Barclays Capital. Eric Handler - Lehman Brothers: Thanks for taking my question. Just another question on the [inaudible] -- so is there still [inaudible] in store for the [inaudible] or is that going to be something that tapers off as we get closer and closer to the holidays? Robert A. Kotick: I think as we said, we largely sold through the initial launch quantities and we are continuing to provide weekly and even more than weekly replenishment to retail, so you will see a continued resupply of retail through the holiday season and in fact, as we get farther into it, our capacity will continue to increase. So while yes, the initial quantity was sold through quickly, we are continuing to replenish day by day into the retail environment.

Your next question will come from Justin Post with Merrill Lynch. Justin Post - Merrill Lynch: Thank you. Congratulations on the Guitar Hero growth. One of the questions people have had is just the household penetration for the platform. Do you have any idea how many console enabled households there are and approximately what percentage of penetration of someone who has actually bought either a guitar at this point, both in the U.S. and Europe? Can you give us any framework around that? Robert A. Kotick: We generally believe that every man, woman, and child everywhere needs at least nine guitars. If you look at sort of the historical penetrations, you saw at sort of peak cycles roughly 20% to 25% of all households in key markets with videogame consoles. I think the combination of better production values, multiple uses like Blu-Ray, what you are seeing in multi-player experience, bringing new audiences, physical interface like the Wii bringing in new audiences -- we are likely to see -- and the differences between the devices, I think we are likely to see over the next few years higher overall penetrations in households than we have ever seen before. And again, our strategy, narrow and deep, focus on properties that will sell to a very broad consumer base on the console -- those are strategies that seem to work well. The other thing is we have this enormous penetration of PCs and products like World of Warcraft are the few that have achieved tremendous levels of success. But I do think as you start to see the barriers between the devices fall and the differences get less pronounced, to the extent that you can start seeing what you see on the PC on your television, there will continue to be opportunities for us to exploit the PC platform in ways that we haven’t yet. So I would say over the course of the next five years, you are likely to see a larger overall penetration than we have ever seen before. And then compared to that 22% to 25% historical overall penetration rate. Justin Post - Merrill Lynch: Any thoughts on where you are on Guitar Hero hardware penetration at this point? Robert A. Kotick: I think we’ve got still a lot of room for growth, if you consider that we’ve sold in total about 24 million units of Guitar Hero worldwide, compared to the installed base of hardware that’s out there. There’s a tremendous opportunity for growth. We are also seeing households not only in the new penetration areas but also the existing base of Guitar Hero users still continuing to show a very strong appetite for new music and also a strong interest in upgrading instruments and this year we have got a guitar with several new innovative features on it. We’ve got a new track or the software has 85 new great songs on it that’s getting a lot of great press and feedback. So we think there is opportunity first and foremost among the 24 million units and continue to penetrate that installed base with the new product, as well as continuing to expand among our share of console owners that don’t have Guitar Hero, and that’s the majority of console owners. Justin Post - Merrill Lynch: Thank you. Michael J. Griffith: Justin, a couple of other points, because I think it’s a great question -- so if you just look at in the markets that we operate today, let’s say there is somewhere around 500 million households in markets that we operate in today, right 400 million to 500 million households, and you look at what we have sold and then you look at the total number of units that have been sold to households that have multiple systems or multiple guitars, in the aggregate we’ve probably sold into less than 5% of the total opportunity set that we have. Justin Post - Merrill Lynch: Great. Thank you.

From BMO Capital Markets, Edward Williams. Edward Williams - BMO Capital Markets: Good afternoon. A couple of quick questions -- first of all, looking at World of Warcraft, can you give us any color as to how the revenue is split on a geographic basis, or North America versus international? And then to follow-up on Guitar Hero, do you have any idea as to -- Bobby, just to kind of take your last answer and go a little bit further, do you have any idea kind of what the duplicate buying is like from game to game? And then thirdly, what your expectations are for the international performance of Guitar Hero in the holiday quarter?

Let me answer the WoW revenue question first -- we don’t provide the specific numbers by geography but the growth trends on World of Warcraft continue to be consistent across all geographies, so again we put another quarter on the books with growth in all regions. I think we’ve previously talked about how the subscriber base roughly splits with about slightly less than half in the west and slightly more than half in the east. And for the revenue, the way that translates is of course a user in the west generates significantly more revenue because the business is executed directly by Blizzard Entertainment while as you know in China, we are going through a Chinese partner and capture a smaller share of revenues through licensing income. So the revenue number would be even more disproportionate than the subscriber number in terms of [inaudible] in the west, U.S. and Europe. Robert A. Kotick: And on the Guitar Hero question, what we have seen so far is with a rapidly expanding user base, we have seen a majority of existing Guitar Hero users upgrading or taking on the additional game to expand their music library and experiences, while adding a significant number of new consumers. And so as Bobby said, we think there’s still a great opportunity to expand the user base in total as this is a product that really spans demographics and age limits and is really a socially entertaining experience for a wide variety of audiences, so we think there’s continued opportunity on both to upgrade the user base which has shown a strong propensity to upgrade, as well as expand the user base. Michael J. Griffith: And today while it is very much a guitar focused experience, one of the things that we realized early on with the success of the first few products is that this fantasy of unleashing your inner rock star is really what the business is all about and so that is a fantasy that is shared by a lot of people, a lot of audiences in virtually every geography in the world, and so the way that we go about figuring out how to create products to appeal to that fantasy of unleashing your inner rock star, we’re just scratching the surface of opportunity in that regard. Edward Williams - BMO Capital Markets: Okay, great and then just one final follow-up on that -- what is your expectation or how significant will the downloadable content be for Guitar Hero say looking into ’09 versus ’08? What sort of a change do you expect from that? Robert A. Kotick: Well look, for starters, I think that the professional content that we are delivering is the most compelling professional content that’s available. Then when you look at the 25,000 songs or so that have already been uploaded and that are now being downloaded, it’s an enormous library for people to be able to draw from. We only participate on the download, which is relatively small, a small opportunity for us today and we are still focused on getting most of those products to the consumer through the retailer. Michael J. Griffith: I guess the other perspective I would add to that is if you look at the past 12 months in total, we generated somewhere in the range of $30 million to $50 million of downloadable content and that largely comes from Guitar Hero and Call of Duty. And our plan is to continue to build on that and we see in fact on both of those products in particular a significant opportunity to continue to find ways to increase our monetization of that activity.

And your final question will come from Jess Lubert with Banc of America. Jess Lubert - Banc of America: Good afternoon. Nice quarter, guys. For Call of Duty: World at War, can you discuss how much of the initial demand is coming from the Wii and the PlayStation 2? And where are the pre-orders tracking year over year, just on the four platforms that Call of Duty: Modern Warfare launched on? And then perhaps can you offer some thoughts on what type of industry growth looks realistic to you for 2009? Robert A. Kotick: First of all, on World at War, you know, we’re really pleased with how this title is finishing up. As you know, we have this leapfrog strategy of development studios that allow us to take a two-year development program on Call of Duty and launch a significant product each year. Pre-orders for World at War are continuing to trend substantially higher than the pre-orders at the same time or for Call of Duty: Modern Warfare, so I think it bodes for an encouraging start and last year, Modern Warfare was on the 360, the PS3, and the PC and this year we are adding the Wii and the PS2, and while I don’t think we are going to get into specifics of how it splits out, it obviously provides us an opportunity to continue to broaden the user base for that franchise, which is already up considerably from the launch of Modern Warfare a year ago. Jess Lubert - Banc of America: But on comparable systems, would you say it’s tracking flat to up? Robert A. Kotick: I think we are not going to get into the splits but it’s definitely tracking up from a year ago. Jess Lubert - Banc of America: And then any comments you can make regarding the 2009 industry outlook? Robert A. Kotick: I think we’ve got to get through this holiday quarter and then we will provide 2009 guidance as we normally do. Jess Lubert - Banc of America: All right. Thanks, guys.

Okay. Well, on behalf of everyone at Activision Blizzard, we thank you for your time and consideration and we look forward to speaking with you on our next call. Have a nice day.

Ladies and gentlemen, that does conclude today’s presentation. We do thank everyone for your participation and have a wonderful day.