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UNITED STATES OF AMERICA 

FEDERAL TRADE COMMISSION 

OFFICE OF ADMINISTRATIVE LAW JUDGES 

In the Matter of 

Microsoft Corporation, DOCKET NO. 9412 

a corporation, 

and 

Activision Blizzard, Inc., 

a corporation. 

RESPONDENT ACTIVISION BLIZZARD, INC.’S CONSENT MOTION FOR LEAVE 

TO AMEND ITS ANSWER AND DEFENSES 

In accordance with Federal Trade Commission Rule of Practice 3.15, Respondent Activision 

Blizzard, Inc. (“Activision”) brings this Consent Motion for Leave to Amend its Answer and

Defenses. Activision seeks to withdraw Defenses No. 17 through 22 raised in its Answer filed 

December 22, 2022. See Answer and Defenses of Respondent Activision Blizzard, Inc. at 31. 

A motion for leave to amend may be granted “whenever determination of a controversy on

the merits will be facilitated thereby.” 16 C.F.R. § 3.15(a)(1). Granting this Motion will facilitate a 

determination on the merits in this proceeding by streamlining the pre-hearing process. Complaint 

Counsel consents to this amendment, and Activision acted promptly in bringing this Motion. The 

proposed amendment will not cause prejudice to any party, and expediting the resolution of this matter 

is in the public interest. 

Accordingly, Activision requests that the Court grant this Motion and permit Activision to file 

the proposed Amended Answer and Defenses, attached as Exhibit B to this Motion, as its operative 

Answer and Defenses in this matter. 
 

 

 

 

 

 

 

 

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DATED: January 3, 2023 By: /s/ Steven C. Sunshine 

Steven C. Sunshine 

Julia K. York 

Jessica R. Watters 

SKADDEN, ARPS, SLATE, 

MEAGHER & FLOM LLP 

1440 New York Avenue, N.W. 

Washington, DC 20005 

Telephone: (202) 371-7000 

Fax: (202) 393-5760 

Steve.Sunshine@skadden.com 

Julia.York@skadden.com 

Jessica.Watters@skadden.com 

Maria A. Raptis 

Matthew M. Martino 

Michael J. Sheerin 

Evan R. Kreiner 

Andrew D. Kabbes 

Bradley J. Pierson 

SKADDEN, ARPS, SLATE, 

MEAGHER & FLOM LLP 

1 Manhattan West 

New York, NY 10001 

Telephone: (212) 735-3000 

Fax: (212) 735-2000 

Maria.Raptis@skadden.com 

Matthew.Martino@skadden.com 

Michael.Sheerin@skadden.com 

Evan.Kreiner@skadden.com 

Andrew.Kabbes@skadden.com 

Bradley.Pierson@skadden.com 

Counsel for Respondent Activision 

Blizzard, Inc. 
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EXHIBIT A 
 

 

 

 

 

 

 

 

 

 

 

 

 

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_____________________________ 

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UNITED STATES OF AMERICA 

FEDERAL TRADE COMMISSION 

OFFICE OF ADMINISTRATIVE LAW JUDGES 

In the Matter of 

Microsoft Corporation, DOCKET NO. 9412 

a corporation, 

and 

Activision Blizzard, Inc., 

a corporation. 

[PROPOSED] ORDER GRANTING RESPONDENT ACTIVISION BLIZZARD, INC.’S

CONSENT MOTION FOR LEAVE TO AMEND ITS ANSWER AND DEFENSES 

Respondent Activision Blizzard, Inc. has filed a Consent Motion for Leave to Amend its 

Answer and Defenses. Having considered the Motion, and Complaint Counsel’s consent to the 

Motion, it is hereby ORDERED that the Motion is GRANTED. Respondent Activision Blizzard, 

Inc. may file with the Office of the Secretary of the FTC the public and confidential version of 

the Amended Answer and Defenses attached as Exhibit B to Respondent’s Motion no later than 

________. This Order shall not affect the date of the prehearing scheduling conference or any 

other deadlines in this matter. 

SO ORDERED. 

D. Michael Chappell 

Chief Administrative Law Judge 

Date: 
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EXHIBIT B 
 

 

 

 

 

 

 

 

 

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UNITED STATES OF AMERICA 

FEDERAL TRADE COMMISSION 

OFFICE OF ADMINISTRATIVE LAW JUDGES 

In the Matter of 

Microsoft Corporation, DOCKET NO. 9412 

a corporation, 

and 

Activision Blizzard, Inc., 

a corporation. 

ANSWER AND DEFENSES 

OF RESPONDENT ACTIVISION BLIZZARD, INC. 

Pursuant to Rule 3.12 of the Federal Trade Commission’s (the “FTC” or the

“Commission”) Rules of Practice for Adjudicative Proceedings (the “Rules”), Respondent

Activision Blizzard, Inc. (“Activision”) hereby answers the Administrative Complaint (the

“Complaint”) against Microsoft Corp. (“Microsoft”) and Activision, which the FTC filed in 

relation to Microsoft’s proposed acquisition of Activision (the “Proposed Acquisition” or the

“Transaction”), as follows. 

INTRODUCTION 

This merger will benefit gamers, employees, and competition globally. Yet the FTC 

persists in its ideologically-fueled effort to ignore settled law and what decades of experience tells 

us is good for competition. The FTC’s theory rests on the entirely unfounded assumption that, 

after acquiring Activision, Microsoft’s Xbox division (“Xbox”) will withhold or degrade other

gaming platforms’ access to Call of Duty games, harming Xbox’s competitors in three alleged

relevant markets. Its theory fails on three principal grounds: 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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(i) Xbox lacks the ability, let alone the incentive, to foreclose its competitors from Call 

of Duty. The FTC’s conclusory allegations to the contrary ignore all available realworld evidence, resting instead on a purely hypothetical “but for” world that has no

basis in reality; 

(ii) The FTC’s theory assumes that a gaming platform cannot succeed without Call of 

Duty. The notion that a single game or franchise is the key to the continued 

competitive vigor of the highly dynamic video game industry is facially absurd and 

contradicted by the plain facts; and 

(iii) The FTC’s alleged relevant markets are made up for this litigation and are entirely 

nonsensical. 

The Complaint, and the misstatements of fact and misapplications of the law reflected therein, do 

not pass muster. 

First, taking Call of Duty exclusive would be disastrous for Xbox. If Xbox withheld Call 

of Duty from Sony’s PlayStation or other platforms that compete with Xbox, Xbox would

immediately forgo billions of dollars in lost game sales and cleave off a massive portion of the 

gamers that Activision has worked so hard to attract and retain. Not only would Xbox lose players 

on those other platforms, but this strategy would also destroy the value of the game to Xbox 

owners: Call of Duty’s appeal is in large part due to the investments that Activision has made to

allow gamers to play at any time and with anyone they choose, regardless of the platform they or 

their friends use. Withholding or degrading Call of Duty on PlayStation would eliminate this 

ability to cross-play and destroy the broad Call of Duty community that drives the game’s success.

The player backlash from making the Call of Duty franchise Xbox-exclusive would be devastating. 

It would destroy the trust Xbox has fostered with gamers, leading frustrated gamers to vote with 

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their wallets and shift their attention away from Xbox offerings. In a world with nearly unlimited 

gaming alternatives, making Call ofDuty exclusive is not a plausible outcome. 

While these incentives render the FTC's foreclosure strategy wholly implausible, Xbox has 

additionally already guaranteed that Call ofDuty will be widely available well into the future by 

entering into a 10-year agreement with Nintendo to bring Call ofDuty to the Nintendo Switch and 

offering a 10-year commitment to Valve to keep Call of Duty available on Valve's Steam store. 

Xbox has publicly offered the same 10-year commitment to Sony 

These commitments directly undermine the FTC's supposed concerns and provide 

complete protection against its alleged theories of harm. For some reason, the FTC refuses to 

engage on these proposals, other than to accuse Xbox in its Complaint of breaking past promises 

to the European Commission—an allegation that the European Commission itself publicly refuted 

the next day. 

The FTC's wildest supposition is that Activision content would be available on 

subscription and cloud gaming services if not for the merger. The FTC alleges that the Transaction 

would harm Xbox's competitors for multi-game subscription and cloud gaming services because 

Activision might otherwise one day make its content available to those companies. These 

allegations are not only facially speculative and conclusory, they are entirely divorced from the 

facts. Activision's aversion to multi-game subscriptions and cloud gaming is widely known in the 

industry and is supported by ample testimony and evidence in the investigative record in this case. 

The only plausible "but for" scenario here is that Activision's new releases would not be available 

on subscription or cloud gaming services at all absent the Transaction, meaning that Xbox's plans 

to bring Activision games to subscription and cloud can only be viewed as output enhancing and 

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overwhelmingly procompetitive. A theory premised on the notion that Xbox can withhold from 

its competitors something they never would have had access to in the first place reeks of 

desperation and is destined for failure. 

Second, the FTC’s assertion that Call of Duty games are a “powerful influence” on

platform adoption is baseless, contrived, and lacking in any legal significance. Courts have long 

held that a vertical merger can only cause anticompetitive harm when the acquired input is 

“essential.” Call of Duty is a popular and successful game franchise, but it is far from being 

“essential” or even a “powerful influence” on consumer behavior, as the FTC contends. Indeed, 

no game or franchise is important enough to make or break a gaming platform. Call of Duty games 

offered on consoles, PCs, and mobile devices face intense competition from games across all types 

and genres, and new hit games developed by small studios regularly skyrocket to success 

seemingly out of nowhere. This highly dynamic environment provides consumers with infinite 

choices beyond Call of Duty. In particular, China-based gaming companies have been 

aggressively expanding in the U.S. by investing in U.S. gaming companies (e.g., Tencent’s 40%

stake in Epic Games, developer of Fortnite) and funding start-up gaming studios, all while 

enjoying protected access to the largest revenue opportunity in gaming at home in China. If Xbox 

were to cut off any of its platform competitors from Call of Duty, gamers using those platforms 

would simply move to alternative games instead. What’s more, Sony has many high-quality 

existing games and an unrivaled war chest of intellectual property spanning movies, television, 

and music, upon which it can draw to develop even more games and franchises. If Xbox were to 

remove Call of Duty from PlayStation, Sony has more than enough weapons in its arsenal to 

continue to compete effectively. 

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Third, the FTC's made-for-litigation markets defy economic reality. The FTC has 

invented highly gerrymandered relevant product markets—including a "high-performance 

console" market limited to Xbox and PlayStation consoles, as well as individual markets for multigame subscriptions and cloud gaming—in an attempt to support its conclusory theories of harm. 

But even a cursory view of well-established facts demonstrates that these markets are entirely 

artificial. For example, the concept of a "high-performance console" market that excludes the 

Nintendo Switch is patently ridiculous. Nintendo competes directly with PlayStation and Xbox, 

offering many of the same games and targeting the same gamer demographics. Indeed, 

Different strategies of 

competing for consumer spend, like the Switch's innovative mobile capability, do not define a 

separate relevant market, despite the FTC's misguided attempts to claim otherwise. 

The FTC's alleged relevant multi-game subscription and cloud gaming markets are 

similarly unfounded. Multi-game subscription services do not exist in a market unto themselves, 

but rather are simply another way for garners to pay for and access games. The investigative record 

is chock-full of evidence that garners frequently switch between multi-game subscriptions and 

other methods of purchasing and downloading games. Indeed, Activision's aversion to 

subscription is driven in no small part by the substantial cannibalization effect that multi-game 

subscriptions have on full game sales—i.e., garners can and do directly substitute game purchases 

for subscription access. The FTC's contrived cloud gaming market suffers a similar flaw: cloud 

gaming is simply a new—and still lacking in technological capability, commercial feasibility, and 

user adoption—gaming feature that aims to offer a different way to access content, not a separate 

market. 

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Courts regularly reject highly artificial, deliberately drawn markets such as those put 

forward here, and this case will prove no exception. 

* * * 

The FTC ignores the significant benefits of the Transaction in favor of a warped attempt to 

ignore the facts and rewrite antitrust law and settled precedent to protect Xbox’s competitors from

hypothetical harm that has no basis in marketplace realities. Adding Activision’s content to multigame subscription and cloud gaming, where it would not have been available otherwise, is plainly 

output enhancing and gives gamers more options on how and where to engage with Activision 

content. Activision, and particularly its King division, will also enable the acceleration of Xbox’s

nearly non-existent mobile gaming business, which would enhance competition in the fastest 

growing segment of gaming. And the Transaction will ultimately expand the capital support and 

talent available to Activision’s game development studios, driving further innovation in new 

games and technologies. 

The FTC’s disregard for these benefits to consumers and focus on supposed harms to 

Xbox’s deep-pocketed competitors betrays a fundamental disconnect between the FTC’s theories

and the antitrust laws’ underlying purpose, which is to protect competition, not competitors. The 

FTC is asking this Court to protect the world’s largest gaming companies from further competition

from Xbox, and thereby turning antitrust on its head. Blinded by ideological skepticism of highvalue technology deals and by complaints from competitors, the FTC has not only lost sight of the 

realities of the intensely competitive gaming industry, but also the guiding principles of our 

nation’s antitrust laws.

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GENERAL RESPONSE TO THE COMMISSION’S ALLEGATIONS

Each numbered paragraph below corresponds to the same-numbered paragraph in the 

Complaint. All allegations not expressly admitted herein are denied. Use of headings and 

subheadings from the Complaint is solely for the benefit of the reader. Activision does not 

interpret the headings and subheadings throughout the Complaint as well-pleaded allegations to 

which any response is required. To the extent such a response is required, Activision denies all 

allegations of the headings and subheadings of the Complaint. 

Further, use of certain terms or phrases defined in the Complaint is not an 

acknowledgement or admission of any characterization the Commission may ascribe to the defined 

terms. Unless otherwise defined, capitalized terms shall refer to the capitalized terms defined in 

the Complaint, but any such use is not an acknowledgement or admission of any characterization 

the Commission may ascribe to the capitalized terms. Activision additionally does not concede 

the truthfulness of third-party articles and news sources quoted or referenced in the Complaint. To 

the extent that a response is required, Activision denies all allegations of the third-party articles 

and news sources quoted in or referenced in the Complaint. 

The Commission’s unnumbered introductory paragraph characterizes this action and 

asserts legal arguments and conclusions to which no response is required. To the extent such a 

response is required, Activision denies the allegations of the Commission’s unnumbered 

introductory paragraph. Activision additionally denies that the Commission is entitled to any of 

the relief sought in the Notice of Contemplated Relief on page 23 of the Complaint. 

Activision reserves the right to amend and/or supplement this answer at a later stage of the 

proceedings as permitted by the Rules. 

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SPECIFIC RESPONSES TO THE COMMISSION’S ALLEGATIONS

NATURE OF THE CASE 

1. Activision denies the allegations of the first, second, third, and fifth sentences of 

Paragraph 1, except to admit that Microsoft proposes to acquire Activision in a vertical merger 

that is currently valued at approximately $68.7 billion. As to the allegations of the second sentence 

of Paragraph 1, Activision specifically denies that only a small group of firms are capable of 

developing standout video games for video game consoles. On the contrary, many video game 

companies other than Microsoft and Activision have published and/or developed highly 

anticipated and financially successful video games over the past 20 years. The barriers to 

developing a standout game are low, as there are numerous examples of standout games developed 

by small and even new studios with tiny budgets and just a small number of developers. Activision 

lacks knowledge or information sufficient to form a belief as to the truth of the allegations of the 

fourth sentence of Paragraph 1 and denies them on that basis. The remaining allegations of 

Paragraph 1 set forth legal arguments and conclusions to which no response is required. To the 

extent a response is required, Activision denies the remaining allegations of Paragraph 1. 

2. Activision denies the allegations of the first sentence of Paragraph 2, except to 

admit that Microsoft develops and sells Xbox video game consoles. Activision lacks knowledge 

or information sufficient to form a belief as to the truth of the remaining allegations of Paragraph 

2 and denies them on that basis, except to admit that Microsoft develops and publishes video game 

titles such as titles in the Halo franchise, that Microsoft offers a video game subscription service 

through Xbox Game Pass, and that the Xbox Game Pass Ultimate tier of that service includes a 

“cloud gaming” feature, which aims to enable subscribers to stream certain games across devices

such as PCs, tablets, and mobile phones. 

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3. Activision denies the allegations of Paragraph 3, except to admit that Activision 

develops and publishes high-quality video games for multiple devices (including video game 

consoles, PCs, and mobile devices), including games that some industry participants refer to as 

"AAA"-a subjective term that is not defined by any industry consensus. 

4. Activision denies the allegations of Paragraph 4, except to admit that Activision 

develops Diablo, Overwatch, and Call ofDuty video game titles. 

5. Activision denies the allegations of Paragraph 5, except to admit that Diablo and 

Overwatch video game titles, among other Activision video game titles, have earned more than 

in lifetime revenues, that Overwatch has been active since 2016, that Overwatch 2 

was released in 2022 and is available to play on Microsoft's Xbox Series X and Series S consoles 

(together, "Xbox Series XIS"), Nintendo Switch, Sony PlayStation 5, and PCs, that Diablo has 

been active since the 1990s—including the releases of Diablo II Resurrected on the Xbox Series 

XIS, Nintendo Switch, PlayStations 4 and 5, and PCs, and Diablo IIIon the Xbox One, PlayStation 

4, Nintendo Switch, and PCs—and that Diablo IV is currently anticipated to be released in 2023. 

6. To the extent the allegations of the first sentence of Paragraph 6 refer to Activision, 

Activision admits that it recognizes that Call of Duty is one of its "key product franchises" with 

respect to its own overall business, along with Candy Crush and World of Warcraft. To the extent 

the allegations of the first sentence of Paragraph 6 concern parties other than Activision, Activision 

lacks knowledge or information sufficient to form a belief as to their truth and denies them on that 

basis. Activision denies the allegations of the second sentence of Paragraph 6, except to admit that 

it released the first entry in the Call ofDuty franchise in 2003 and that it has released at least one 

installment in the Call of Duty franchise every year since 2003. Activision lacks knowledge or 

information sufficient to form a belief as to the truth of the allegations of the third sentence of 

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Paragraph 6 and denies them on that basis, including because the term "substantial resources" is 

vague and undefined. To the extent the allegations of the fourth sentence of Paragraph 6 refer to 

Activision, Activision denies them, except to admit that Activision studio is 

generally working on a given entry in the Call ofDuty franchise at the same time. To the extent 

the allegations of the fourth sentence of Paragraph 6 concern parties other than Activision, 

Activision lacks knowledge or information sufficient to form a belief as to their truth and denies 

them on that basis. 

7. Activision denies the allegations of the first, second, and third sentences of 

Paragraph 7, except to admit that Call ofDuty is a successful game franchise, that the first entry 

in the Call of Duty franchise launched in 2003, and that the Call of Duty franchise generated 

approximately $27 billion in revenue from 2003 through 2020. Activision admits that the fourth 

sentence of Paragraph 7 purports to reference an internal Activision strategy document. Activision 

refers to that document, to the extent it exists, for its contents and context and denies any 

characterization thereof, including because FTC's reference to 

Activision denies the remaining allegations of 

Paragraph 7, except to admit that Call ofDuty: Black Ops II was released on November 12, 2012 

and grossed $1 billion in retail sales within 15 days of its release, and that Call ofDuty: Modern 

Warfare II was released on October 28, 2022 and grossed $1 billion in retail sales within 10 days 

of its release. 

8. To the extent the allegations of the first sentence of Paragraph 8 suggest that 

Activision's content is "extremely important for" video game consoles, Activision lacks 

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knowledge or information sufficient to form a belief as to the truth of the allegations of the first 

sentence of Paragraph 8 and denies them on that basis, including because the phrase "extremely 

important for" is vague and undefined. Activision otherwise denies the remaining allegations of 

Paragraph 8, including because there is no evidence to suggest that Activision's content drives 

adoption of video game consoles or video game platforms more generally. For example, 

Activision has not released any Call ofDuty titles on Nintendo's Switch video game console, yet 

the Switch has experienced widespread success. As. an additional example, Activision made Call 

of Duty for PC exclusive to its Battle.net platform from 2018 to 2022, and during that period, 

. Meanwhile, Valve's Steam platform continued to thrive during that 

period, growing from 90 million monthly active users in 2018 to over 120 million in 2022. 

9. Activision admits the allegations of the first sentence of Paragraph 9. Activision 

lacks knowledge or information sufficient to form a belief as to the truth of the remaining 

allegations of Paragraph 9 and denies them on that basis. 

10. Paragraph 10 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 10. 

11. Activision denies the allegations of Paragraph 11. 

12. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 12 and denies them on that basis, except to admit that Microsoft 

acquired ZeniMax Media Inc. ("ZeniMax") in March 2021, that ZeniMax is the parent company 

of a game developer, and that Microsoft has publicly announced that it may make some future 

single-player ZeniMax games exclusive to Xbox and PC when they are initially released. 

13. Activision admits that the first sentence of Paragraph 13 purports to quote from one 

or more unidentified sources. Activision refers to any such source, to the extent it exists, for its 

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contents and context and denies any characterization thereof. Activision denies the allegations of 

the second sentence of Paragraph 13, except to admit that Activision has financial, reputational, 

and other incentives to offer its titles broadly across multiple platforms because doing so drives 

user adoption of Activision’s products and user engagement with those products, which in turn 

also improves the user experience on those games, and that those financial, reputational, and other 

incentives will remain regardless of who owns Activision’s content. The remaining allegations of

Paragraph 13 set forth legal arguments and conclusions to which no response is required. To the 

extent a response is required, Activision denies the remaining allegations of Paragraph 13. 

14. Paragraph 14 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 14. 

JURISDICTION 

15. Paragraph 15 sets forth legal conclusions to which no response is required. To the 

extent a response is required, Activision denies the allegations of Paragraph 15. 

16. Paragraph 16 sets forth legal conclusions to which no response is required. To the 

extent a response is required, Activision denies the allegations of Paragraph 16. 

17. Paragraph 17 sets forth legal conclusions to which no response is required. To the 

extent a response is required, Activision denies the allegations of Paragraph 17. 

RESPONDENTS AND THE PROPOSED ACQUISITION 

18. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 18 and denies them on that basis, except to admit that Microsoft is a 

publicly traded technology company that is incorporated in the State of Washington and 

headquartered in Redmond, Washington. 

19. Activision admits the allegations of Paragraph 19. 

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20. Activision admits the allegations of Paragraph 20. 

BACKGROUND 

21. Activision denies the allegations of the first sentence of Paragraph 21. The second 

sentence of Paragraph 21 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of the second 

sentence of Paragraph 21. 

22. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 22 and denies them on that basis. 

23. Activision denies the allegations of the first sentence of Paragraph 23, except to 

admit that the popularity of gaming is expected to continue, particularly on mobile devices. 

Activision lacks knowledge or information sufficient to form a belief as to the allegations of the 

second and third sentences of Paragraph 23 and denies them on that basis. 

24. Activision denies the allegations of Paragraph 24, except to admit that video game 

content can be played on consoles, PCs, and mobile devices. 

25. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 25 and denies them on that basis, except to admit that consumers consider 

a variety of factors in deciding whether to purchase a specific video game console. 

26. Activision denies the allegations of Paragraph 26, except to admit that Microsoft, 

Sony, and Nintendo have each manufactured popular video game consoles for over two decades 

and that they currently manufacture the Xbox Series X|S, PlayStation 5, and Switch video game 

consoles, respectively. 

27. Activision denies the allegations of Paragraph 27, except to admit that video game 

console makers have periodically released new video game consoles since the 1970s and that there 

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has been vigorous competition in the gaming industry for decades, including competition among 

video game console makers. 

28. Activision denies the allegations of Paragraph 28, except to admit that Microsoft, 

Sony, and Nintendo all currently offer competing gaming consoles, that Microsoft launched the 

Xbox Series X and Series S consoles in November 2020, that Sony launched the PlayStation 5 and 

PlayStation 5 Digital Edition consoles in November 2020, and that Nintendo launched the Switch 

console in March 2017. 

29. Activision denies the allegations of the first sentence of Paragraph 29, except to 

admit that the Xbox Series X|S are two Xbox consoles offered by Microsoft. Activision lacks 

knowledge or information sufficient to form a belief as to the remaining allegations of Paragraph 

29 and denies them on that basis. 

30. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 30 and denies them on that basis. 

31. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of the first sentence of Paragraph 31 and denies them on that basis. Activision admits 

that the second sentence of Paragraph 31 purports to quote from one or more sources. Activision 

refers to any such source, to the extent it exists, for its contents and context and denies any 

characterization thereof. 

32. Activision admits that the first sentence of Paragraph 32 purports to quote from one 

or more unidentified sources. Activision refers to any such source, to the extent it exists, for its 

contents and context and denies any characterization thereof. Activision otherwise lacks 

knowledge or information sufficient to form a belief as to the allegations of the first sentence of 

Paragraph 32 and denies them on that basis. Activision lacks knowledge or information sufficient 

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to form a belief as to the allegations of the second sentence of Paragraph 32 and denies them on 

that basis. 

33. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 33 and denies them on that basis, except to admit that the Nintendo Switch 

allows portable, handheld use and that the Xbox Series S enables the ability to play the same video 

games as the Xbox Series X. 

34. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 34 and denies them on that basis, except to admit that, for the last several 

decades, consumers have accessed video games by purchasing physical copies of such games and 

that, presently, consumers can also access video games by downloading digital copies of such 

games on their video game consoles, PC, or other devices. 

35. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 35 and denies them on that basis, except to admit that certain companies 

in the video game industry now offer multi-game subscription services that can take a variety of 

forms but generally allow gamers to access a catalog of games for a fixed period of time, and that 

Microsoft launched its own multi-game subscription service, Xbox Game Pass, in 2017. 

36. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 36 and denies them on that basis, except to admit that Microsoft offers 

subscription services to consumers that allow consumers to play a catalog of games through its 

Xbox Game Pass service and that Microsoft also offers users a cloud gaming feature (i.e., a feature 

that aims to provide users the ability to stream games from an off-site server to certain web-enabled 

devices) through the Xbox Game Pass Ultimate tier of its Xbox Game Pass service. 

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37. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 37 and denies them on that basis, except to admit that Sony offers a 

subscription service that allows consumers to play a catalog of games through its PlayStation Plus 

service and that Sony offers users a cloud gaming feature through its PlayStation Plus Premium 

service. 

38. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 38 and denies them on that basis, except to admit that Electronic Arts Inc. 

(“EA”) and Ubisoft Entertainment SA (“Ubisoft”) each offer subscription services that allow 

consumers to play a catalog of games through their EA Play and Ubisoft+ services, respectively. 

39. Activision admits the allegations of the first sentence of Paragraph 39. Activision 

denies the allegations of the second and third sentences of Paragraph 39, except to admit that cloud 

gaming technology is designed to be used in certain circumstances to enable players to stream 

certain games that run on remote hardware without downloading the game locally, and that cloud 

gaming technology requires complex and demanding cloud computing communications, which, 

owing to the interactive nature of video games, is significantly more resource intensive than 

streaming of video alone. 

40. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 40 and denies them on that basis. 

41. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 41 and denies them on that basis, except to admit that Microsoft offers 

users a cloud gaming feature through the Xbox Game Pass Ultimate tier of its Xbox Game Pass 

service. 

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42. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 42 and denies them on that basis, except to admit that Amazon.com Inc., 

Nvidia Corporation, and Alphabet Inc. (“Google”) currently offer a cloud gaming feature through

their Luna, GeForce NOW, and Stadia services, respectively, and that Google announced that it 

will discontinue its Stadia service in January 2023. 

43. Activision denies the allegations of the first two sentences of Paragraph 43. 

Activision lacks knowledge or information sufficient to form a belief as to the allegations of the 

third and fourth sentences of Paragraph 43 and denies them on that basis. 

44. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of Paragraph 44 and denies them on that basis. 

45. Activision denies the allegations of Paragraph 45. 

46. Activision denies the allegations of Paragraph 46, except to admit that Activision, 

EA, Take-Two Interactive Software, Inc. (“Take-Two”), and Ubisoft are video game publishers

and that Activision publishes video game titles in the Call of Duty franchise, EA publishes video 

game titles in the FIFA franchise, Take-Two publishes video game titles in the Grand Theft Auto 

franchise, and Ubisoft publishes video game titles in the Assassin’s Creed franchise. 

47. Activision denies the allegations of the first sentence of Paragraph 47. Activision 

lacks knowledge or information sufficient to form a belief as to the remaining allegations of 

Paragraph 47 and denies them on that basis, except to admit that Epic Games is the maker of 

Fortnite, a free-to-play game that is available in the United States and other parts of the world on 

Microsoft Xbox Series X|S, Nintendo Switch, Sony PlayStation 5, PCs, and other devices. 

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48. Activision lacks knowledge or information sufficient to form a belief as to the 

allegations of the first and second sentences of Paragraph 48 and denies them on that basis. 

Activision denies the allegations of the third sentence of Paragraph 48. 

49. Activision denies the allegations of Paragraph 49, except to admit that Microsoft 

publishes games in the Elder Scrolls, Halo, and Forza franchises and that Sony publishes games 

in the God of War, MLB The Show, and Spider-Man franchises, among numerous others. 

50. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 50 and denies them on that basis, except to admit that Halo Infinite 

is a title from Microsoft’s Halo franchise, and that Microsoft released Halo Infinite in November 

2021. 

51. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 51 and denies them on that basis. 

52. Activision denies the allegations of the first sentence of Paragraph 52. Activision 

lacks knowledge or information sufficient to form a belief as to the remaining allegations of 

Paragraph 52 and denies them on that basis. 

53. Activision denies the allegations of the first sentence of Paragraph 53, except to 

admit that gaming companies sometimes obtain licenses from third-party game developers to make 

certain games exclusive to their platform. Activision lacks knowledge or information sufficient to 

form a belief as to the truth of the allegations of the second and third sentences of Paragraph 53 

and denies them on that basis. 

54. Activision denies the allegations of the first, second, and fourth sentences of 

Paragraph 54, except to admit that video game platforms sometimes reference the size of their 

player base and many other factors in negotiations with publishers and developers. Activision 

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lacks knowledge or information sufficient to form a belief as to the truth of the allegations of the 

third sentence of Paragraph 54 and denies them on that basis. 

55. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 55 and denies them on that basis. 

56. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 56 and denies them on that basis. 

57. Activision denies the allegations of the first sentence of Paragraph 57, including 

because the term “especially valuable” is vague and undefined. Activision admits that the second 

sentence of Paragraph 57 purports to quote from an investigational hearing. Activision refers to 

the source for its contents and context and denies any characterization thereof. Activision lacks 

knowledge or information sufficient to form a belief as to the truth of the allegations of the third 

sentence of Paragraph 57 and denies them on that basis. 

58. Activision denies the allegations of the first and second sentences of Paragraph 58. 

Activision admits that the third sentence of Paragraph 58 purports to quote from one or more 

unidentified sources and/or documents. Activision refers to any such source, to the extent it exists, 

for its contents and context and denies any characterization thereof. 

59. Activision denies the allegations of the first sentence of Paragraph 59. Activision 

admits that the second sentence of Paragraph 59 purports to quote from one or more unidentified 

sources. Activision refers to any such source, to the extent it exists, for its contents and context 

and denies any characterization thereof. Activision lacks knowledge or information sufficient to 

form a belief as to the truth of the allegations of the third sentence of Paragraph 59. Activision 

admits the allegations of the fourth sentence of Paragraph 59. Activision lacks knowledge or 

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information sufficient to form a belief as to the truth of the allegations of the fifth sentence of 

Paragraph 59. 

RELEVANT MARKETS 

60. Paragraph 60 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 60, 

except to admit that the Proposed Acquisition will result in a combined firm. 

61. Paragraph 61 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 61. 

62. Paragraph 62 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 62. 

63. Paragraph 63 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 63. 

64. Paragraph 64 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 64. 

65. Activision denies the allegations of the first sentence of Paragraph 65. The second 

sentence of Paragraph 65 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of the second 

sentence of Paragraph 65. 

66. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 66 and denies them on that basis, except to admit that Microsoft, 

Sony, and Nintendo all currently offer competing video game consoles. 

(a) Activision lacks knowledge or information sufficient to form a belief as to 

the truth of the allegations of Paragraph 66(a) and denies them on that basis. 

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(b) Activision lacks knowledge or information sufficient to form a belief as to 

the truth of the allegations of Paragraph 66(b) and denies them on that basis. 

(c) Activision lacks knowledge or information sufficient to form a belief as to 

the truth of the allegations of Paragraph 66(c) and denies them on that basis. 

(d) Activision lacks knowledge or information sufficient to form a belief as to 

the truth of the allegations of Paragraph 66(d) and denies them on that basis. 

(e) Activision lacks knowledge or information sufficient to form a belief as to 

the truth of the allegations of Paragraph 66(e) and denies them on that basis, except to admit that 

Microsoft launched the Xbox Series X and Series S consoles in November 2020, that Sony 

launched the PlayStation 5 and PlayStation 5 Digital Edition consoles in November 2020, and that 

Nintendo launched the Switch console in March 2017. 

67. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of the first sentence of Paragraph 67 and denies them on that basis. Activision 

admits that the second sentence of Paragraph 67 purports to quote from one or more unidentified 

sources. Activision refers to any such source, to the extent it exists, for its contents and context 

and denies any characterization thereof. 

68. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 68 and denies them on that basis, except to specifically deny any 

implication that Nintendo’s hardware is reserved for or tends to be used more for “casual” or

“family gaming,” particularly given that Activision itself has published titles on Nintendo’s Switch

that could not plausibly be described as “casual” or “family” games. These include titles in the 

Overwatch and Diablo franchises that feature “T for Teen” (for gamers aged 13 and up) and “M

for Mature” (for gamers aged 17 and up) ratings, respectively, by the Entertainment Software

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Review Board. Activision further denies that such distinctions are competitively relevant and 

denies any implication that Nintendo Switch appeals to a different gaming audience than Microsoft 

and Sony consoles; in fact, young adults aged 20 to 25 make up the largest share of the Switch’s

player demographic and adults well into their 40s make up a significant proportion of the Switch’s

user base. 

69. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 69 and denies them on that basis. 

70. Paragraph 70 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 70. 

71. Activision denies the first and third sentences of Paragraph 71. Activision lacks 

knowledge or information sufficient to form a belief as to the truth of the allegations of the fourth 

sentence of Paragraph 71 and denies them on that basis. The second and fifth sentences of 

Paragraph 71 set forth legal arguments and conclusions to which no response is required. To the 

extent a response is required, Activision denies the allegations of the second and fifth sentences of 

Paragraph 71. 

72. Paragraph 72 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 72. 

73. Paragraph 73 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 73. 

74. Paragraph 74 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 74. 

75. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 75 and denies them on that basis, except to admit that Microsoft 

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offers subscription services to consumers that allow consumers to play a catalog of games through 

its Xbox Game Pass service and that Microsoft also offers users a cloud gaming feature through 

the Xbox Game Pass Ultimate tier of its Xbox Game Pass service. 

76. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 76 and denies them on that basis. 

77. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 77 and denies them on that basis. 

78. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 78 and denies them on that basis. 

79. The first sentence of Paragraph 79 sets forth legal arguments and conclusions to 

which no response is required. To the extent a response is required, Activision denies the 

allegations of the first sentence of Paragraph 79. Activision lacks knowledge or information 

sufficient to form a belief as to the truth of the remaining allegations of Paragraph 79 and denies 

them on that basis. 

80. The first sentence of Paragraph 80 sets forth legal arguments and conclusions to 

which no response is required. To the extent a response is required, Activision denies the 

allegations of the first sentence of Paragraph 80. Activision lacks knowledge or information 

sufficient to form a belief as to the truth of the remaining allegations of Paragraph 80 and denies 

them on that basis. 

81. The first sentence of Paragraph 81 sets forth legal arguments and conclusions to 

which no response is required. To the extent a response is required, Activision denies the 

allegations of the first sentence of Paragraph 81. Activision lacks knowledge or information 

sufficient to form a belief as to the truth of the remaining allegations of Paragraph 81 and denies 

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them on that basis, except to admit that in some circumstances mobile-native games can have 

different levels of complexity and game quality than console- and PC-native games. 

82. Paragraph 82 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 82. 

83. Paragraph 83 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 83. 

84. Paragraph 84 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 84. 

85. The first sentence of Paragraph 85 sets forth legal arguments and conclusions to 

which no response is required. To the extent a response is required, Activision denies the 

allegations of the first sentence of Paragraph 85. Activision lacks knowledge or information 

sufficient to form a belief as to the truth of the remaining allegations of Paragraph 85 and denies 

them on that basis. 

86. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 86 and denies them on that basis. 

87. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 87 and denies them on that basis. 

88. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 88 and denies them on that basis. 

89. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 89 and denies them on that basis. 

90. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 90 and denies them on that basis. 

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91. Paragraph 91 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 91. 

92. Paragraph 92 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 92. 

93. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of the first, third, fourth, and fifth sentences of Paragraph 93 and denies them on 

that basis. To the extent the allegations of the second sentence of Paragraph 93 refer to Activision, 

Activision admits that the second sentence of Paragraph 93 purports to reference one or more 

unidentified Activision sources. Activision refers to any such source, to the extent it exists, for its 

contents and context and denies any characterization thereof. To the extent the allegations of the 

second sentence of Paragraph 93 concern parties other than Activision, Activision lacks knowledge 

or information sufficient to form a belief as to their truth and denies them on that basis. 

94. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 94 and denies them on that basis. 

95. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 95 and denies them on that basis, except to admit that cloud gaming 

entails significant technological demands. 

ANTICOMPETITIVE EFFECTS 

96. Paragraph 96 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 96. 

97. Activision denies the allegations of Paragraph 97, except to admit that it is valuable 

for video game platforms to offer a variety of content, including, but not limited to, some content 

that some industry participants refer to as “AAA” content. Activision specifically denies that such

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"AAA" content is a "substantially important input" for video game platforms, particularly given 

the success of video game content offered by a wide array of video game publishers and developers 

over the course of the past 20 years, and because the term "substantially important" is vague and 

undefined. 

98. Activision denies the allegations of Paragraph 98. Activision specifically denies 

the implication that it is one of only a few developers able to produce high-quality and successful 

gaming franchises. 

99. Activision denies the allegations of Paragraph 99, except to admit that it is valuable 

for video game platforms to offer a variety of content, including, but not limited to, some content 

that some industry participants refer to as "AAA" content. 

100. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 100 and denies them on that basis. 

101. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 101 and denies them on that basis. 

102. Activision denies the allegations of the first and second sentences of Paragraph 102, 

including because the term "powerful influence" is vague and undefined, except to admit that it 

. Activision lacks 

knowledge or information sufficient to form a belief as to the truth of the allegations of the third 

sentence of Paragraph 102 and denies them on that basis. 

103. Activision denies the allegations of Paragraph 103. 

104. Activision denies the allegations of Paragraph 104. 

105. Activision denies the allegations of Paragraph 105. 

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106. Activision denies the allegations of the first sentence of Paragraph 106. Activision 

admits the allegations of the second sentence of Paragraph 106. Activision admits that the third 

sentence of Paragraph 106 purports to quote from one or more unidentified sources. Activision 

refers to any such source, to the extent it exists, for its contents and context and denies any 

characterization thereof. Activision denies the allegations of the fourth sentence of Paragraph 106. 

107. Activision admits the allegations of the first and second sentences of Paragraph 

107. Activision lacks knowledge or information sufficient to form a belief as to the truth of the 

allegations of the third and fourth sentences of Paragraph 107 and denies them on that basis. 

Activision denies the allegations of the fifth sentence of Paragraph 107. 

108. Activision denies the allegations of Paragraph 108, except to admit that gaming is 

a growing industry. 

109. Activision denies the allegations of the first sentence of Paragraph 109, except to 

admit that Activision has financial incentives to maximize its profits from the sale of its video 

game titles. Activision denies the allegations of the second and third sentences of Paragraph 109. 

110. Activision denies the allegations of Paragraph 110. 

111. Activision denies the allegations of the first sentence of Paragraph 111. Activision 

admits that the second sentence of Paragraph 111 purports to reference a 2019 Activision 

presentation. Activision refers to that presentation, to the extent it exists, for its contents and 

context and denies any characterization thereof. 

112. Activision denies the allegations of the first and second sentences of Paragraph 112. 

Activision lacks knowledge or information sufficient to form a belief as to the truth of the 

remaining allegations of Paragraph 112 and denies them on that basis. 

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113. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 113 and denies them on that basis. 

114. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 114 and denies them on that basis, except to admit that Microsoft 

acquired ZeniMax, that ZeniMax is the parent company of a game developer, and that Microsoft 

has publicly announced that it may make some future single-player ZeniMax games exclusive to 

Xbox and PC when they are initially released. 

115. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of Paragraph 115 and denies them on that basis. 

116. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of the first sentence of Paragraph 116 and denies them on that basis. Activision 

denies the second sentence of Paragraph 116. 

117. Activision lacks knowledge or information sufficient to form a belief as to the truth 

of the allegations of the first sentence of Paragraph 117 and denies them on that basis. Activision 

denies the allegations of the second sentence of Paragraph 117. 

118. Paragraph 118 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 118. 

119. Paragraph 119 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 119. 

ABSENCE OF COUNTERVAILING FACTORS 

120. Paragraph 120 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 120. 

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121. Paragraph 121 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 121. 

VIOLATION 

122. Activision states that, to the extent a separate response is required as to Paragraph 

122, Activision incorporates the responses to Paragraphs 1 through 121 as though fully stated 

herein. 

123. Paragraph 123 sets forth legal arguments and conclusions to which no response is 

required. To the extent a response is required, Activision denies the allegations of Paragraph 123. 

124. Paragraph 124 sets forth legal conclusions to which no response is required. To the 

extent a response is required, Activision denies the allegations of Paragraph 124. 

AFFIRMATIVE AND OTHER DEFENSES 

Activision asserts the following defenses with respect to the causes of action alleged in the 

Complaint, without assuming the burden of proof or persuasion where such burden rests on the 

Commission. Activision has not knowingly or intentionally waived any applicable defenses, and 

it reserves the right to assert and rely upon other applicable defenses that may become available or 

apparent throughout the course of the action. Activision reserves the right to amend, or seek to 

amend, its answer or affirmative defenses. 

1. The Complaint fails to state a claim upon which relief can be granted. 

2. The Complaint fails to allege a plausible relevant product market or markets. 

3. The Complaint fails to allege a plausible relevant geographic market. 

4. The Complaint fails to allege undue share in any plausibly defined relevant market. 

5. The Complaint fails to allege any harm to competition. 

6. The Complaint fails to allege any harm to consumers or consumer welfare. 

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7. The combination of Microsoft’s gaming business with Activision’s business will

be procompetitive. The Transaction will result in substantial acquisition-specific efficiencies, 

synergies, and other procompetitive effects that will directly benefit consumers. These benefits 

will greatly outweigh any and all proffered anticompetitive effects. 

8. There will be no harm to competition, consumers, or consumer welfare because 

there is, and will continue to be, entry and expansion by competitors, which is timely, likely, and 

sufficient. 

9. The alleged harm to potential competition is not actionable. 

10. The Commission cannot provide clear proof that the combination of Microsoft’s

gaming business and Activision’s business would restrain trade in the alleged markets for “multigame content library subscription services” or “cloud gaming subscription services” because butfor the Transaction, Activision’s games would not be available on any such service.

11. The Commission fails to allege a time frame for the alleged anticompetitive effects. 

12. The Commission is not entitled to relief because none of Activision’s conduct 

identified in the Complaint is actionable—independently or in the aggregate—under the antitrust 

laws. 

13. Microsoft’s offers of binding contractual commitments to continue to offer certain

titles like Call of Duty to other gaming companies, including Nintendo and Sony, for at least ten 

years address all of the alleged anticompetitive effects in the alleged markets and ensure that there 

will be no harm to competition or consumers. 

14. The Commission’s claims are too speculative to support any claim on which relief 

can be granted. 

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15. Neither the filing of this administrative action nor the contemplated relief is in the 

public interest, pursuant to 15 U.S.C. § 45. 

16. The Complaint reflects improper selective enforcement of the antitrust laws. 

17. The Commission’s charges under Section 5 of the Federal Trade Commission Act 

are unlawful to the extent the Commission purports to apply Section 5 beyond the metes and 

bounds of the Sherman Act and the Clayton Act. 

NOTICE OF CONTEMPLATED RELIEF 

WHEREFORE, Activision Blizzard, Inc. requests that the Commission enter judgment in 

its favor and enter an order: 

1. Denying the FTC’s contemplated relief;

2. Dismissing the Complaint in its entirety with prejudice; 

3. Awarding Activision its costs of suit, including expert fees and reasonable 

attorneys’ fees, as may be allowed by law; and

4. Awarding such other and further relief as the Administrative Law Judge may deem 

proper. 

DATED: January 3, 2023 By: /s/ Steven C. Sunshine 

Steven C. Sunshine 

Julia K. York 

Jessica R. Watters 

SKADDEN, ARPS, SLATE, 

MEAGHER & FLOM LLP 

1440 New York Avenue, N.W. 

Washington, DC 20005 

Telephone: (202) 371-7000 

Fax: (202) 393-5760 

Steve.Sunshine@skadden.com 

Julia.York@skadden.com 

Jessica.Watters@skadden.com 

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Maria A. Raptis 

Matthew M. Martino 

Michael J. Sheerin 

Evan R. Kreiner 

Andrew D. Kabbes 

Bradley J. Pierson 

SKADDEN, ARPS, SLATE, 

MEAGHER & FLOM LLP 

1 Manhattan West 

New York, NY 10001 

Telephone: (212) 735-3000 

Fax: (212) 735-2000 

Maria.Raptis@skadden.com 

Matthew.Martino@skadden.com 

Michael.Sheerin@skadden.com 

Evan.Kreiner@skadden.com 

Andrew.Kabbes@skadden.com 

Bradley.Pierson@skadden.com 

Counsel for Respondent Activision 

Blizzard, Inc. 

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FEDERAL TRADE COMMISSION | OFFICE OF THE SECRETARY | FILED 1/3/2023 | DOCUMENT NO. 606581 | Page 38 of 40 | PUBLIC

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CERTIFICATE OF SERVICE 

I hereby certify that on January 3, 2023, I filed the foregoing document electronically 

using the FTC’s E-Filing System, which will send notification of such filing to: 

April Tabor 

Secretary 

Federal Trade Commission 

600 Pennsylvania Ave., NW, Rm H-113 

Washington, DC 20580 

ElectronicFilings@ftc.gov 

The Honorable D. Michael Chappell 

Administrative Law Judge 

Federal Trade Commission 

600 Pennsylvania Ave., NW, Rm H-110 

Washington, DC 20580 

I further certify that I caused to be delivered via electronic mail a copy of the foregoing 

document to: 

Complaint Counsel 

James Weingarten 

James Abell 

Meredith Levert 

Jennifer Fleury 

Cem Akleman 

Taylor Alexander 

Amanda Butler 

Merrick Pastore 

Nicole Callan 

Ethan Gurwitz 

Maria Cirincione 

James Gossmann 

Stephen Santulli 

Edmund Saw 

Michael A. Franchak 

Peggy Bayer Femenella 

Kassandra DiPietro 

Federal Trade Commission 

600 Pennsylvania Ave., N.W. 

Washington, D.C. 20580 

(202) 326-2289 

jweingarten@ftc.gov 

jabell@ftc.gov 

mlevert@ftc.gov 

jfleury@ftc.gov 
 

 

 

 

 

 

 

 

FEDERAL TRADE COMMISSION | OFFICE OF THE SECRETARY | FILED 1/3/2023 | DOCUMENT NO. 606581 | Page 39 of 40 | PUBLIC

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cakleman@ftc.gov 

talexander@ftc.gov 

abutler2@ftc.gov 

mpastore@ftc.gov 

ncallan@ftc.gov 

egurwitz@ftc.gov 

mcirincione@ftc.gov 

jgossmann@ftc.gov 

ssantulli@ftc.gov 

esaw@ftc.gov 

mfranchak@ftc.gov 

pbayerfemenella@ftc.gov 

kdipietro@ftc.gov 

Counsel for Respondent Microsoft Corp. 

Beth Wilkinson 

Rakesh N. Kilaru 

Kieran Gostin 

Grace L. Hill 

Anastasia M. Pastan 

Alysha Bohanon 

Sarah E. Neuman 

Wilkinson Stekloff LLP 

2001 M Street, NW 

Washington, DC 20036 

(202) 847-4010 

bwilkinson@wilkinsonstekloff.com 

rkilaru@wilkinsonstekloff.com 

kgostin@wilkinsonstekloff.com 

ghill@wilkinsonstekloff.com 

apastan@wilkinsonstekloff.com 

abohanon@wilkinsonstekloff.com 

sneuman@wilkinsonstekloff.com 

Mike Moiseyev 

Megan Granger 

Weil, Gotshal & Manges LLP 

2001 M Street, NW 

Washington, DC 20036 

(202) 682-7235 

michael.moiseyev@weil.com 

megan.granger@weil.com 

/s/ Maria A. Raptis 

Maria A. Raptis 
FEDERAL TRADE COMMISSION | OFFICE OF THE SECRETARY | FILED 1/3/2023 | DOCUMENT NO. 606581 | Page 40 of 40 | PUBLIC

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Counsel for Activision Blizzard, Inc.