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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark one)
/x/		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended ~~September 30,~~December 31, 2001
OR
/ /		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-12699

ACTIVISION, INC.
(Exact name of registrant as specified in its charter)

Delaware		~~95-4803544~~
(State or other jurisdiction of incorporation or organization)		95-4803544 (I.R.S. Employer Identification No.)
3100 Ocean Park Boulevard, Santa Monica, CA		~~90405~~
(Address of principal executive offices)		90405 (Zip Code)

(310) 255-2000
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / /

The number of shares of the registrant's Common Stock outstanding as of ~~November 5, 2001~~February 8, 2002 was ~~34,693,108.~~54,275,375.

ACTIVISION, INC. AND SUBSIDIARIES

INDEX

		Page No.
PART I. FINANCIAL INFORMATION		~~FINANCIAL INFORMATION~~
Item 1.	Financial Statements
	Consolidated Balance Sheets as of ~~September 30,~~December 31, 2001 (Unaudited) and March ~~31,2001~~31, 2001	3
	Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2001 and 2000 (Unaudited)	4
	Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~September 30,~~December 31, 2001 and 2000 (Unaudited)	5
	Consolidated Statement of Changes in Shareholders' Equity for the ~~six~~nine months ended ~~September 30,~~December 31, 2001 (Unaudited)	6
	Notes to Consolidated Financial Statements for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2001 (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2425
PART II.		OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 4.	~~Submission of Matters to a Vote of Security Holders~~	26
~~Item~~ 6.	Exhibits and Reports on Form 8-K	2726
SIGNATURES		28

Part I. Financial Information.

Item 1. Financial Statements.

ACTIVISION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

				September 30, 2001 (Unaudited)			March 31, 2001						(Unaudited)
													December 31, 2001			March 31, 2001
Assets	Assets									Assets
	Current assets:									Current assets:
		Cash and cash equivalents		$	122,152		$	125,550			Cash and cash equivalents		$	194,691		$	125,550
		Accounts receivable, net of allowances of $27,450 and $28,461 at September 30, 2001 and March 31, 2001, respectively			86,391			73,802			Accounts receivable, net of allowances of $52,445 and $28,461 at December 31, 2001 and March 31, 2001, respectively			203,379			73,802
		Inventories			33,892			43,888			Inventories			30,630			43,888
		Prepaid royalties and capitalized software costs			38,377			27,502			Prepaid royalties and capitalized software costs			35,703			27,502
		Deferred income taxes			12,553			14,292			Deferred income taxes			19,945			14,292
		Other current assets			14,758			13,196			Other current assets			10,861			13,196

			Total current assets		308,123			298,230				Total current assets		495,209			298,230
		Prepaid royalties and capitalized software costs			23,538			14,703		Prepaid royalties and capitalized software costs				15,319			14,703
		Property and equipment, net			17,209			15,240		Property and equipment, net				17,598			15,240
		Deferred income taxes			39,697			13,759		Deferred income taxes				35,115			13,759
		Other assets			5,786			7,709		Other assets				5,464			7,709
		Goodwill			10,458			10,316		Goodwill				25,497			10,316

			Total assets	$	404,811		$	359,957				Total assets	$	594,202		$	359,957

Liabilities and Shareholders' Equity	Liabilities and Shareholders' Equity									Liabilities and Shareholders' Equity
	Current liabilities:									Current liabilities:
		Current portion of long-term debt		$	2,337		$	10,231			Current portion of long-term debt		$	489		$	10,231
		Accounts payable			60,417			60,980			Accounts payable			121,190			60,980
		Accrued expenses			43,612			44,039			Accrued expenses			83,705			44,039

			Total current liabilities		106,366			115,250				Total current liabilities		205,384			115,250
		Long-term debt, less current portion			3,425			3,401		Long-term debt, less current portion				3,209			3,401
		Convertible subordinated notes			—			60,000		Convertible subordinated notes				—			60,000

			Total liabilities		109,791			178,651				Total liabilities		208,593			178,651

	Commitments and contingencies									Commitments and contingencies
	Shareholders' equity:									Shareholders' equity:
		Preferred stock, $.000001 par value, 4,500,000 shares authorized, no shares issued at September 30, 2001 and March 31, 2001			—			—			Preferred stock, $.000001 par value, 3,750,000 shares authorized, no shares issued at December 31, 2001 and March 31, 2001			—			—
		Series A Junior Preferred stock, $.000001 par value, 500,000 shares authorized, no shares issued at September 30, 2001 and March 31, 2001			—			—			Series A Junior Preferred stock, $.000001 par value, 1,250,000 shares authorized, no shares issued at December 31, 2001 and March 31, 2001			—			—
		Common stock, $.000001 par value, 125,000,000 and 50,000,000 shares authorized, 36,201,749 and 30,166,455 shares issued and 33,317,770 and 27,282,476 shares outstanding at September 30, 2001 and March 31, 2001, respectively			—			—			Common stock, $.000001 par value, 125,000,000 shares authorized, 57,909,469 and 45,249,683 shares issued and 53,580,710 and 40,923,714 shares outstanding at December 31, 2001 and March 31, 2001, respectively			—			—
		Additional paid-in capital			310,744			200,786			Additional paid-in capital			362,732			200,786
		Retained earnings			14,390			12,146			Retained earnings			53,500			12,146
		Accumulated other comprehensive loss			(9,865	)		(11,377	)		Accumulated other comprehensive loss			(10,300	)		(11,377	)
		Less: Treasury stock, at cost, 2,883,979 shares at September 30, 2001 and March 31, 2001			(20,249	)		(20,249	)		Less: Treasury stock, at cost, 4,328,759 and 4,325,969 shares at December 31, 2001 and March 31, 2001, respectively			(20,323	)		(20,249	)

			Total shareholders' equity		295,020			181,306				Total shareholders' equity		385,609			181,306

			Total liabilities and shareholders' equity	$	404,811		$	359,957				Total liabilities and shareholders' equity	$	594,202		$	359,957

The accompanying notes are an integral part of these consolidated financial statements.

ACTIVISION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)

			For the three months ended September 30,					For the six months ended September 30,							For the three months ended December 31,					For the nine months ended December 31,
			2001		2000			2001		2000					2001		2000			2001		2000
Net revenues	Net revenues		$	139,604	$	144,363		$	250,181	$	228,921		Net revenues		$	371,341	$	264,473		$	621,523	$	493,393
Costs and expenses:	Costs and expenses:												Costs and expenses:
	Cost of sales—product costs			88,157		64,351			152,281		107,984		Cost of sales—product costs			195,560		139,430			347,840		247,414
	Cost of sales—royalties and software amortization			13,165		24,819			23,161		38,465		Cost of sales—royalties and software amortization			58,084		39,364			81,245		77,829
	Product development			9,020		11,107			18,210		18,531		Product development			10,848		11,779			29,059		30,311
	Sales and marketing			16,425		23,909			35,181		41,779		Sales and marketing			31,883		26,725			67,064		68,505
	General and administrative			9,693		10,641			19,439		19,124		General and administrative			13,165		12,421			32,603		31,542

		Total costs and expenses		136,460		134,827			248,272		225,883			Total costs and expenses		309,540		229,719			557,811		455,601

Operating income	Operating income			3,144		9,536			1,909		3,038		Operating income			61,801		34,754			63,712		37,792
Interest income (expense), net	Interest income (expense), net			372		(2,683	)		1,653		(4,406	)	Interest income (expense), net			271		(2,225	)		1,923		(6,631	)

Income (loss) before income tax provision				3,516		6,853			3,562		(1,368	)
Income tax provision (benefit)				1,301		2,547			1,318		(495	)
Income before income tax provision													Income before income tax provision			62,072		32,529			65,635		31,161
Income tax provision													Income tax provision			22,962		12,024			24,281		11,529

Net income (loss)			$	2,215	$	4,306		$	2,244	$	(873	)
Net income													Net income		$	39,110	$	20,505		$	41,354	$	19,632

Basic earnings (loss) per share			$	0.07	$	0.18		$	0.07	$	(0.04	)
Basic earnings per share													Basic earnings per share		$	0.75	$	0.56		$	0.84	$	0.54

Weighted average common shares outstanding	Weighted average common shares outstanding			33,241		23,835			31,683		24,388		Weighted average common shares outstanding			52,359		36,665			49,254		36,611

Diluted earnings (loss) per share			$	0.06	$	0.17		$	0.06	$	(0.04	)
Diluted earnings per share													Diluted earnings per share		$	0.66	$	0.45		$	0.73	$	0.45

Weighted average common shares outstanding assuming dilution	Weighted average common shares outstanding assuming dilution			38,100		25,799			36,752		24,388		Weighted average common shares outstanding assuming dilution			59,293		45,558			56,635		43,325

The accompanying notes are an integral part of these consolidated financial statements.

ACTIVISION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

			For the six months ended September 30,								For the nine months ended December 31,
			2001			2000					2001			2000
Cash flows from operating activities:	Cash flows from operating activities:								Cash flows from operating activities:
	Net income (loss)		$	2,244		$	(873	)	Net income		$	41,354		$	19,632
	Adjustments to reconcile net income (loss) to net cash used in operating activities:								Adjustments to reconcile net income to net cash provided by operating activities:
		Deferred income taxes		(24,199	)		(5,275	)		Deferred income taxes		(27,009	)		(5,190	)
		Depreciation and amortization		2,679			2,964			Depreciation and amortization		4,236			4,502
		Amortization of prepaid royalties and capitalized software costs		17,531			34,101			Amortization of prepaid royalties and capitalized software costs		52,141			63,397
		Tax benefit attributable to employee stock options and common stock warrants		24,371			1,445			Tax benefit attributable to employee stock options and common stock warrants		44,535			2,295
		Expense related to common stock warrants		566			703			Expense related to common stock warrants		849			1,055
	Changes in assets and liabilities:								Changes in assets and liabilities:
		Accounts receivable		(12,589	)		(28,760	)		Accounts receivable		(128,697	)		(58,763	)
		Inventories		9,996			(6,789	)		Inventories		13,258			(9,319	)
		Prepaid royalties and capitalized software costs		(37,241	)		(37,182	)		Prepaid royalties and capitalized software costs		(60,958	)		(50,960	)
		Other assets		(1,489	)		(1,677	)		Other assets		1,875			1,375
		Accounts payable		(563	)		6,200			Accounts payable		60,172			38,363
		Accrued expenses and other liabilities		2,790			8,493			Accrued expenses and other liabilities		42,667			24,798

	Net cash used in operating activities			(15,904	)		(26,650	)	Net cash provided by operating activities			44,423			31,185

Cash flows from investing activities:	Cash flows from investing activities:								Cash flows from investing activities:
	Capital expenditures			(4,652	)		(3,531	)	Capital expenditures			(6,583	)		(8,835	)
	Proceeds from disposal of property and equipment			391			1,394		Proceeds from disposal of property and equipment			624			1,394
									Other			(129	)		—
	Net cash used in investing activities			(4,261	)		(2,137	)
									Net cash used in investing activities			(6,088	)		(7,441	)

Cash flows from financing activities:	Cash flows from financing activities:								Cash flows from financing activities:
	Proceeds from issuance of common stock pursuant to employee stock option plans, employee stock purchase plan and common stock warrants			23,716			5,451		Proceeds from issuance of common stock pursuant to employee stock option plans, employee stock purchase plan and common stock warrants			39,987			8,475
	Borrowing under line-of-credit agreements			—			234,296		Borrowing under line-of-credit agreements			—			361,282
	Payment under line-of-credit agreements			—			(211,055	)	Payment under line-of-credit agreements			—			(364,340	)
	Payment on term loan			(8,550	)		(5,000	)	Payment on term loan			(8,550	)		(9,300	)
	Other borrowings, net			680			(458	)	Other borrowings, net			(1,384	)		(368	)
	Redemption of convertible subordinated notes			(62	)		—		Redemption of convertible subordinated notes			(62	)		—
	Purchase of treasury stock			—			(14,971	)	Purchase of treasury stock			(74	)		(14,971	)

Net cash provided by financing activities				15,784			8,263
Net cash provided by (used in) financing activities									Net cash provided by (used in) financing activities			29,917			(19,222	)

Effect of exchange rate changes on cash	Effect of exchange rate changes on cash			983			(4,257	)	Effect of exchange rate changes on cash			889			(2,159	)

Net decrease in cash and cash equivalents				(3,398	)		(24,781	)
Net increase in cash and cash equivalents									Net increase in cash and cash equivalents			69,141			2,363
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period			125,550			49,985		Cash and cash equivalents at beginning of period			125,550			49,985

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period		$	122,152		$	25,204		Cash and cash equivalents at end of period		$	194,691		$	52,348

The accompanying notes are an integral part of these consolidated financial statements.

ACTIVISION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the ~~six~~nine months ended ~~September 30,~~December 31, 2001
(Unaudited)
(In thousands)

			Common Stock							Treasury Stock												Common Stock							Treasury Stock					Accumulated Other Comprehensive Income (Loss)
															Accumulated Other Comprehensive Income (Loss)
			Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock								Accumulated Other Comprehensive Income (Loss)				Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock								Shareholders' Equity
			Shares	Amount		Additional Paid-In Capital		Retained Earnings		Shares		Amount										Shares	Amount		Additional Paid-In Capital		Retained Earnings		Shares		Amount						Shareholders' Equity		Accumulated Other Comprehensive Income (Loss)
Balance, March 31, 2001	Balance, March 31, 2001		30,166	$	—	$	200,786	$	12,146	(2,884	)	$	(20,249	)	$	(11,377				Balance, March 31, 2001		45,250	$	—	$	200,786	$	12,146	(4,326	)	$	(20,249	)	$	(11,377	)	$	181,306
Components of comprehensive income (loss):
Components of comprehensive income:																				Components of comprehensive income:
	Net income		—		—		—		2,244	—			—			—			2,244	Net income		—		—		—		41,354	—			—			—			41,354
	Foreign currency translation adjustment		—		—		—		—	—			—			1,512			1,512	Foreign currency translation adjustment		—		—		—		—	—			—			1,077			1,077

		Total comprehensive income																	3,756		Total comprehensive income																	42,431

Issuance of common stock pursuant to conversion of convertible subordinated notes	Issuance of common stock pursuant to conversion of convertible subordinated notes		3,175		—		59,938		—	—			—			—			59,938	Issuance of common stock pursuant to conversion of convertible subordinated notes		4,763		—		59,938		—	—			—			—			59,938
Issuance of common stock pursuant to employee stock option plans, employee stock purchase plan and common stock warrants	Issuance of common stock pursuant to employee stock option plans, employee stock purchase plan and common stock warrants		2,861		—		23,716		—	—			—			—			23,716	Issuance of common stock pursuant to employee stock option plans, employee stock purchase plan and common stock warrants		7,078		—		39,987		—	—			—			—			39,987
Tax benefit attributable to employee stock options and common stock warrants	Tax benefit attributable to employee stock options and common stock warrants		—		—		24,371		—	—			—			—			24,371	Tax benefit attributable to employee stock options and common stock warrants		—		—		44,535		—	—			—			—			44,535
Issuance of common stock to effect business combinations																				Issuance of common stock to effect business combinations		819				15,553												15,553
Purchase of treasury shares																				Purchase of treasury shares		—		—		—		—	(3	)		(74	)		—			(74	)
Other	Other		—		—		1,933		—	—			—			—			1,933	Other		—		—		1,933		—	—			—			—			1,933

Balance, September 30, 2001			36,202	$	—	$	310,744	$	14,390	(2,884	)	$	(20,249	)	$	(9,865	)	$	295,020
Balance, December 31, 2001																				Balance, December 31, 2001		57,910	$	—	$	362,732	$	53,500	(4,329	)	$	(20,323	)	$	(10,300	)	$	385,609

The accompanying notes are an integral part of these consolidated financial statements.

~~ACTIIVION~~ACTIVISION, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the three and ~~six~~nine months ended ~~September 30,~~December 31, 2001
(Unaudited)

1. Basis of Presentation

The accompanying consolidated financial statements include the accounts of Activision, Inc. and its subsidiaries. The information furnished is unaudited and reflects all adjustments that, in the opinion of management, are necessary to provide a fair statement of the results for the interim periods presented. The financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2001 as filed with the Securities and Exchange Commission.

Certain amounts in the consolidated financial statements have been reclassified to conform to the current period's presentation. These reclassifications had no impact on previously reported working capital or results of operations.

2. Stock Split and Shelf Registration

In October 2001, the Board of Directors approved a three-for-two stock split effected in the form of a 50% stock dividend. The stock split was paid at the close of business on November 20, 2001, to shareholders of record as of November 6, 2001. The financial statements, including all share and per share data, have been restated as if the stock split had occurred as of the earliest period presented.

On December 4, 2001, we filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission to register 7,500,000 shares of our $.000001 par value common stock. We may, from time to time, sell up to the 7,500,000 shares in one or more offerings.

3. Acquisitions

Effective October 1, 2001, we acquired all of the outstanding capital of Treyarch Inventions, LLC ("Treyarch"), a privately held interactive software development company, in exchange for 818,961 shares of our $.000001 par value common stock. Treyarch is a console software developer with a focus on action and action-sports video games. They have a workforce with proven technical and design talent with a history of high-quality product creation. The acquisition further enables us to implement our multi-platform development strategy by bolstering our internal product development capabilities for the next generation console systems and strengthens our position in the action and action-sports genres. The purchase price of the transaction was valued at approximately $16.4 million with approximately $15.1 million of the purchase price being assigned to goodwill. This goodwill has been included in the publishing segment of our business, and the results of operations of Treyarch are included in our statement of operations beginning October 1, 2001.

Additional shares of our $.000001 par value common stock also may be issued to Treyarch's equity holders and employees over the course of several years, depending on the satisfaction of certain earnings performance requirements and other criteria. This contingent consideration will be recorded as an additional element of the purchase price for Treyarch when those contingencies are resolved.

4. Recently Issued Accounting Standards

Certain provisions of Issue 01-9 are effective for annual and interim periods beginning after December 15, 2001. We do not believe that the adoption of those provisions of Issue 01-9 will have a material impact on our financial condition or results of operations.

In August 2001, Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" was issued, which supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and the accounting and reporting provisions of Accounting Principles Board ("APB") No. 30, "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS No.144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. We believe the adoption of SFAS No. 144 will not have a material impact on our financial statements.

SFAS No. 141, "Business Combinations", was issued on July 20, 2001 and addresses financial accounting and reporting for business combinations. SFAS No. 141 requires that the purchase method be used to account and report for all business combinations. The provisions of this Statement apply to all business combinations initiated after June 30, 2001. This Statement also applies to all business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001 or later.

SFAS No. 142 "Goodwill and Other Intangibles", was issued on July 20, 2001 and addresses financial accounting and reporting for acquired goodwill and other intangible assets. SFAS No. 142 addresses how intangible assets should be accounted for after they have been initially recognized in the financial statements. The provisions of this Statement are required to be applied starting with fiscal years beginning after December 15, 2001. Early application is permitted for entities with fiscal years beginning after March 15, 2001, provided that the first interim financial statements have not previously been issued. We adopted the provisions of this Statement effective April 1, 2001.

In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" was issued, which supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and the accounting and reporting provisions of Accounting Principles Board ("APB") No. 30, "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." SFAS No.144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. We believe the adoption of SFAS No. 144 will not have a material impact on our financial statements.

3.
5. Goodwill and Other Intangible Assets—Adoption of SFAS No. 142

We adopted SFAS No. 142 effective April 1, ~~2001, and as a result we were not required to expense goodwill in the amount of $375,000 and $750,000 for the three months and six months ended September 30, 2001, respectively.~~2001. The following table reconciles net income ~~(loss)~~ and earnings ~~(loss)~~ per share as reported for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2001 and 2000 to net income

~~(loss)~~ and earnings ~~(loss)~~ per share as adjusted to exclude goodwill amortization (amounts in thousands, except per share data).

Three months ended September 30,
Six months ended September 30,

2001
2000
2001
2000

Reported net income (loss) $ 2,215 $ 4,306 $ 2,244 $ (873 )
Add back: Goodwill amortization — 375 — 753

Adjusted net income (loss) $ 2,215 $ 4,681 $ 2,244 $ (120 )

Basic earnings (loss) per share:
Reported net income (loss) $ 0.07 $ 0.18 $ 0.07 $ (0.04 )
Goodwill amortization — 0.02 — 0.03

Adjusted net income (loss) $ 0.07 $ 0.20 $ 0.07 $ (0.01 )

Diluted earnings (loss) per share:
Reported net income (loss) $ 0.06 $ 0.17 $ 0.06 $ (0.04 )
Goodwill amortization — 0.01 — 0.03

Adjusted net income (loss) $ 0.06 $ 0.18 $ 0.06 $ (0.01 )

		Three months ended December 31,				Nine months ended December 31,
		2001		2000		2001		2000
Reported net income		$	39,110	$	20,505	$	41,354	$	19,632
Add back: Goodwill amortization			—		374		—		1,127

Adjusted net income		$	39,110	$	20,879	$	41,354	$	20,759

Basic earnings per share:
	Reported net income	$	0.75	$	0.56	$	0.84	$	0.54
	Goodwill amortization		—		0.01		—		0.03

	Adjusted net income	$	0.75	$	0.57	$	0.84	$	0.57

Diluted earnings per share:
	Reported net income	$	0.66	$	0.45	$	0.73	$	0.45
	Goodwill amortization		—		0.01		—		0.03

	Adjusted net income	$	0.66	$	0.46	$	0.73	$	0.48

The changes in the carrying amount of goodwill for the nine months ended December 31, 2001, are as follows (amounts in thousands):

		Publishing		Distribution		Total
Balance as of March 31, 2001		$	5,941	$	4,375	$	10,316
	Goodwill acquired during the period		15,104		—		15,104
	Effect of foreign currency exchange rates		—		77		77

Balance as of December 31, 2001		$	21,045	$	4,452	$	25,497

4.
6. Prepaid Royalties and Capitalized Software Costs

Prepaid royalties include payments made to independent software developers under development agreements and license fees paid to intellectual property rights holders for use of their trademarks or copyrights. Intellectual property rights which have alternative future uses are capitalized. Capitalized software costs represent costs incurred for internal development of products.

We account for prepaid royalties relating to development agreements and capitalized software costs in accordance with SFAS No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed." Software development costs and prepaid royalties are capitalized once technological feasibility is established and such costs are determined to be recoverable. For products where proven game engine technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product by product basis. Prior to a product's release, we expense, as part of product development costs, capitalized costs when we believe such amounts are not recoverable. Amounts related to software development which are not capitalized are charged immediately to product development expense.

We evaluate the future recoverability of capitalized amounts on a quarterly basis. The following criteria is used to evaluate recoverability of software development costs: historical performance of comparable products; the commercial acceptance of prior products released on a given game engine; orders for the product prior to its release; estimated performance of a sequel product based on the performance of the product on which the sequel is based; and actual development costs of a product as compared to our budgeted amount.

Commencing upon product release prepaid royalties and capitalized software development costs are amortized to cost of sales—royalties and software amortization on the ratio of current revenues to total projected revenues, generally resulting in an amortization period of one year or less. For products that have been released, we evaluate the future recoverability of capitalized amounts on a quarterly basis. The primary evaluation criterion is actual title performance.

As of ~~September 30,~~December 31, 2001, prepaid royalties and unamortized capitalized software costs totaled ~~$51.8~~$39.2 million (including ~~$23.5~~$15.3 million classified as non-current) and ~~$10.2~~$11.8 million, respectively. As of

March 31, 2001, prepaid royalties and unamortized capitalized software costs totaled $38.3 million (including $14.7 million classified as non-current) and $3.9 million, respectively.

5.
7. Revenue Recognition

We recognize revenue from the sale of our products once they are shipped and are available for general release to customers. Subject to certain limitations, we permit customers to exchange and return our products within certain specified periods and we provide our customers with price protection on certain unsold merchandise. Price protection policies, when negotiated and applicable, allow customers to take a deduction on unsold merchandise.

Revenue from product sales is reflected after deducting the estimated allowance for returns and price protection. We estimate the amount of future returns and price protection based upon historical results and current known circumstances. With respect to license agreements that provide customers the right to make multiple copies in exchange for guaranteed amounts, revenue is recognized upon delivery. Per copy royalties on sales that exceed the guarantee are recognized as earned.

6.
8. Interest Income (Expense)

Interest income (expense), net is comprised of the following (amounts in thousands):

	Three months ended September 30,						Six months ended September 30,						Three months ended December 31,						Nine months ended December 31,
	2001			2000			2001			2000			2001			2000			2001			2000
Interest expense	$	(662	)	$	(2,913	)	$	(1,263	)	$	(5,103	)	$	(615	)	$	(2,600	)	$	(1,732	)	$	(7,703	)
Interest income		1,034			230			2,916			697			886			375			3,655			1,072

Net interest income (expense)	$	372		$	(2,683	)	$	1,653		$	(4,406	)	$	271		$	(2,225	)	$	1,923		$	(6,631	)

7.
9. Supplemental Cash Flow Information

Non-cash investing and financing activities and supplemental cash flow information is as follows (amounts in thousands):

		Six months ended September 30,						Nine months ended December 31,
		2001			2000			2001			2000
Non-cash investing and financing activities:	Non-cash investing and financing activities:						Non-cash investing and financing activities:
	Conversion of convertible subordinated notes	$	59,938		$	—	Conversion of convertible subordinated notes	$	59,938		$	—
	Tax benefit derived from net operating loss carryforward utilization		—			533	Subsidiaries acquired with common stock		15,553			—
	Other		1,933			—	Other		1,933			533
Supplemental cash flow information:	Supplemental cash flow information:						Supplemental cash flow information:
	Cash paid for income taxes		978			2,723	Cash paid for income taxes		2,085			5,500
	Cash paid (received) for interest		(1,211	)		3,174	Cash paid (received) for interest		(1,665	)		5,803

8.
10. Operations by Reportable Segments and Geographic Area

We publish, develop and distribute interactive entertainment software products. Our products cover the action, adventure, extreme sports, racing, role playing, simulation and strategy game categories. We offer our products in versions which operate on the ~~Sega Dreamcast,~~ Sony PlayStation, Sony PlayStation 2, ~~and~~Microsoft Xbox, Nintendo GameCube, Nintendo 64 and Sega Dreamcast console systems, the Nintendo Game Boy Color and Game Boy Advance hand held devices, as well as on personal computers. ~~We have also begun product~~

~~development for next generation console systems, including Microsoft's Xbox and Nintendo's GameCube.~~

Based upon our organizational structure, we operate two business segments: (i) publishing of interactive entertainment software and (ii) distribution of interactive entertainment software and hardware products.

Publishing refers to the development, marketing and sale of products, either directly, by license or through our affiliate label program with third party publishers. In the United States, our products are sold primarily on a direct basis to major computer and software retailing organizations, mass market retailers, consumer electronic stores, discount warehouses and mail order companies. We conduct our international publishing activities through offices in the United Kingdom, Germany, France, Australia, Canada and Japan. Our products are sold internationally on a direct to retail basis and through third

party distribution and licensing arrangements and through our wholly-owned distribution subsidiaries located in the United Kingdom, the Netherlands and Germany.

Distribution refers to our operations in the United Kingdom, the Netherlands and Germany that provide logistical and sales services to third party publishers of interactive entertainment software, our own publishing operations and manufacturers of interactive entertainment hardware.

Resources are allocated to each of these segments using information on their respective net revenues and operating profits before interest and taxes. The segments are not evaluated based on assets or depreciation.

The accounting policies of these segments are the same as those described in the Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended March 31, 2001. Revenue derived from sales between segments is eliminated in consolidation.

Information on the reportable segments for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2001 and 2000 is as follows (amounts in thousands):

Three months ended September 30, 2001

Publishing
Distribution
Total
Total segment revenues $ 97,627 $ 41,977 $ 139,604
Revenues from sales between segments (7,481 ) 7,481 —

Revenues from external customers $ 90,146 $ 49,458 $ 139,604

Operating income $ 2,118 $ 1,026 $ 3,144

Goodwill $ 5,941 $ 4,517 $ 10,458

Total assets $ 319,236 $ 85,575 $ 404,811

Three months ended September 30, 2000

Publishing
Distribution
Total
Total segment revenues $ 121,630 $ 22,733 $ 144,363
Revenues from sales between segments (10,715 ) 10,715 —

Revenues from external customers $ 110,915 $ 33,448 $ 144,363

Operating income (loss) $ 10,461 $ (925 ) $ 9,536

Goodwill $ 6,544 $ 4,630 $ 11,174

Total assets $ 262,743 $ 66,784 $ 329,527

Six months ended September 30, 2001

Publishing
Distribution
Total
Total segment revenues $ 180,457 $ 69,724 $ 250,181
Revenues from sales between segments (13,481 ) 13,481 —

Revenues from external customers $ 166,976 $ 83,205 $ 250,181

Operating income $ 812 $ 1,097 $ 1,909

Goodwill $ 5,941 $ 4,517 $ 10,458

Total assets $ 319,236 $ 85,575 $ 404,811

Six months ended September 30, 2000

Publishing
Distribution
Total
Total segment revenues $ 182,629 $ 46,292 $ 228,921
Revenues from sales between segments (16,576 ) 16,576 —

Revenues from external customers $ 166,053 $ 62,868 $ 228,921

Operating income (loss) $ 4,554 $ (1,516 ) $ 3,038

Goodwill $ 6,544 $ 4,630 $ 11,174

Total assets $ 262,743 $ 66,784 $ 329,527

	Three months ended December 31, 2001
	Publishing			Distribution		Total
Total segment revenues	$	260,737		$	110,604	$	371,341
Revenues from sales between segments		(25,178	)		25,178		—

Revenues from external customers	$	235,559		$	135,782	$	371,341

Operating income	$	53,497		$	8,304	$	61,801

Goodwill	$	21,045		$	4,452	$	25,497

Total assets	$	425,659		$	168,543	$	594,202

	Three months ended December 31, 2000
	Publishing			Distribution		Total
Total segment revenues	$	201,009		$	63,464	$	264,473
Revenues from sales between segments		(15,230	)		15,230		—

Revenues from external customers	$	185,779		$	78,694	$	264,473

Operating income	$	30,708		$	4,046	$	34,754

Goodwill	$	6,242		$	4,650	$	10,892

Total assets	$	273,262		$	104,154	$	377,416

	Nine months ended December 31, 2001
	Publishing			Distribution		Total
Total segment revenues	$	441,195		$	180,328	$	621,523
Revenues from sales between segments		(38,659	)		38,659		—

Revenues from external customers	$	402,536		$	218,987	$	621,523

Operating income	$	54,311		$	9,401	$	63,712

Goodwill	$	21,045		$	4,452	$	25,497

Total assets	$	425,659		$	168,543	$	594,202

	Nine months ended December 31, 2000
	Publishing			Distribution		Total
Total segment revenues	$	383,638		$	109,755	$	493,393
Revenues from sales between segments		(31,806	)		31,806		—

Revenues from external customers	$	351,832		$	141,561	$	493,393

Operating income	$	35,262		$	2,530	$	37,792

Goodwill	$	6,242		$	4,650	$	10,892

Total assets	$	273,262		$	104,154	$	377,416

Geographic information for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2001 and 2000 is based on the location of the selling entity. Revenues from external customers by geographic region were as follows (amounts in thousands):

	Three months ended September 30,				Six months ended September 30,				Three months ended December 31,				Nine months ended December 31,
	2001		2000		2001		2000		2001		2000		2001		2000
United States	$	71,680	$	92,308	$	137,944	$	138,303	$	194,497	$	161,383	$	332,441	$	299,686
Europe		65,537		48,039		107,370		85,409		171,531		100,032		278,902		185,441
Other		2,387		4,016		4,867		5,209		5,313		3,058		10,180		8,266

Total	$	139,604	$	144,363	$	250,181	$	228,921	$	371,341	$	264,473	$	621,523	$	493,393

Revenues by platform were as follows (amounts in thousands):

	Three months ended September 30,				Six months ended September 30,				Three months ended December 31,				Nine months ended December 31,
	2001		2000		2001		2000		2001		2000		2001		2000
Console	$	115,086	$	115,159	$	208,619	$	161,804	$	304,791	$	203,855	$	513,568	$	365,552
PC		24,518		29,204		41,562		67,117		66,550		60,618		107,955		127,841

Total	$	139,604	$	144,363	$	250,181	$	228,921	$	371,341	$	264,473	$	621,523	$	493,393

9.
10. Computation of Earnings Per Share

The following table sets forth the computations of basic and diluted earnings ~~(loss)~~ per share (amounts in thousands, except per share data):

Three months ended
September 30,
Six months ended
September 30,

2001
2000
2001
2000

Numerator
Numerator for basic and diluted earnings per share — income (loss) available to common shareholders $ 2,215 $ 4,306 $ 2,244 $ (873 )

Denominator
Denominator for basic earnings per share- weighted average common shares outstanding 33,241 23,835 31,683 24,388

Effect of dilutive securities:
Employee stock options 4,485 1,891 4,663 —
Warrants to purchase common stock 374 73 406 —

Potential dilutive common shares 4,859 1,964 5,069 —

Denominator for diluted earnings per share — weighted average common shares outstanding plus assumed conversions 38,100 25,799 36,752 24,388

Basic earnings (loss) per share $ 0.07 $ 0.18 $ 0.07 $ (0.04 )

Diluted earnings (loss) per share $ 0.06 $ 0.17 $ 0.06 $ (0.04 )

			Three months ended December 31,				Nine months ended December 31,
			2001		2000		2001		2000
Numerator
Numerator for basic and diluted earnings per share—income available to common shareholders			$	39,110	$	20,505	$	41,354	$	19,632

Denominator
Denominator for basic earnings per share—weighted average common shares outstanding				52,359		36,665		49,254		36,611

Effect of dilutive securities:
	Employee stock options and stock purchase plan			6,454		3,798		6,742		1,943
	Warrants to purchase common stock			480		327		639		3
	Conversion—convertible subordinated notes			—		4,768		—		4,768

		Potential dilutive common shares		6,934		8,893		7,381		6,714

Denominator for diluted earnings per share—weighted average common shares outstanding plus assumed conversions				59,293		45,558		56,635		43,325

Basic earnings per share			$	0.75	$	0.56	$	0.84	$	0.54

Diluted earnings per share			$	0.66	$	0.45	$	0.73	$	0.45

Options to purchase ~~56,050~~100,094 shares of common stock at exercise prices ranging from ~~$32.70~~$23.39 to ~~$37.90~~$25.81 and options to purchase ~~38,145~~80,713 shares of common stock at exercise prices ranging from ~~$31.05~~$21.63 to ~~$37.90~~$25.81 were outstanding for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2001, respectively, but were not included in the calculation of diluted earnings per share because their effect would be

antidilutive. Options to purchase ~~3,212,806 of common stock at exercise prices ranging from $11.05 to $23.04 and options to purchase 10,804,882~~3.6 million shares of common stock at exercise prices ranging from ~~$0.75~~$8.46 to ~~$23.04~~$15.36 and options to purchase 11.5 million shares of common stock at exercise prices ranging from $6.71 to $15.36 were outstanding for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2000, respectively, but were not included in the calculation of diluted earnings ~~(loss)~~ per share because their effect would be antidilutive. Shares issuable upon the conversion of convertible subordinated notes were not included in the calculation of diluted earnings (loss) per share for the three and six months ended September 30, 2000 because their effect would be antidilutive.

~~10.~~
11. Commitments

Bank Lines of Credit

Restated U.S. Facility"). The Amended and Restated U.S. Facility eliminated the term loan, reduced the revolver to $78.0 million and reduced the interest rate to the banks' base rate plus 1.25% or LIBOR plus 2.25%. We pay a commitment fee of¹/4% on the unused portion of the revolver. The Amended and Restated U.S. Facility is collateralized by substantially all of our assets and expires June 2002. The Amended and Restated U.S. Facility contains various covenants that limit our ability to incur additional indebtedness, pay dividends or make other distributions, create certain liens, sell assets, or enter into certain mergers or acquisitions. We are also required to maintain specified financial ratios related to net worth and fixed charges. We were in compliance with these covenants as of ~~September 30,~~December 31, 2001. As of ~~September 30,~~December 31, 2001, there were no borrowings outstanding under the Amended and Restated U.S. Facility. Letters of credit of ~~$27.4~~$2.9 million were outstanding against the Amended and Restated U.S. Facility as of ~~September 30,~~December 31, 2001.

We have a revolving credit facility through our CD Contact subsidiary in the Netherlands (the "Netherlands Facility"). The Netherlands Facility permits revolving credit loans and letters of credit up to Netherlands Guilders ("NLG") 10 million ($~~4.2~~4.0 million) as of ~~September 30,~~December 31, 2001, based upon eligible accounts receivable and inventory balances. The Netherlands Facility is due on demand, bears interest at a Eurocurrency rate plus 1.50% and expires August 2003. Borrowings outstanding and letters of credit outstanding under the Netherlands Facility were ~~$1.6 million~~$346,000 and ~~NLG 0.3 million ($0.1 million)~~$60,600 (NLG $151,200), respectively, as of ~~September 30,~~December 31, 2001.

We also have revolving credit facilities with our CentreSoft subsidiary located in the United Kingdom (the "UK Facility") and our NBG subsidiary located in Germany (the "German Facility"). The UK Facility provides for British Pounds ("GBP") 7.0 million ($~~10.3~~10.2 million) of revolving loans and GBP 1.5 million ($2.2 million) of letters of credit as of ~~September 30,~~December 31, 2001. The UK Facility bears interest at LIBOR plus 2%, is collateralized by substantially all of the assets of the subsidiary and expires in October 2002. The UK Facility also contains various covenants that require the subsidiary to maintain specified financial ratios related to, among others, fixed charges. As of ~~September 30,~~December 31, 2001, we were in compliance with these covenants. No borrowings were outstanding against the UK facility as of ~~September 30,~~December 31, 2001. Letters of credit of GBP 1.5 million ($2.2 million) were outstanding against the UK Facility as of ~~September 30,~~December 31, 2001. As of ~~September 30,~~December 31, 2001, the German Facility provides for revolving loans up to Euro dollar ("EUR") 2.6 million ($2.3 million), bears interest at ~~7.0%~~a Eurocurrency rate plus 2.5%, is

collateralized by a cash deposit of approximately GBP 650,000 ($~~1.0 million)~~944,000) made by our CentreSoft subsidiary and has no expiration date. ~~Borrowings~~There were no borrowings outstanding against the German Facility as of ~~September 30, 2001 were $0.6 million.~~December 31, 2001.

Private Placement of Convertible Subordinated Notes

In December 1997, we completed the private placement of $60.0 million principal amount of 6³/4% convertible subordinated notes due 2005 (the "Notes"). The Notes were convertible, in whole or in part, at the option of the holder at any time after December 22, 1997 (the date of original issuance) and prior to the close of business on the business day immediately preceding the maturity date, unless previously redeemed or repurchased, into our common stock, $.000001 par value, at a conversion price of ~~$18.875~~$12.58 per share, ~~(equivalent to a conversion rate of 52.9801 shares per $1,000 principal amount of Notes),~~post split, subject to adjustment in certain circumstances. During the three months ended June 30, 2001, we called for the redemption of the Notes. In connection with that call, holders converted to common stock approximately $59.9 million aggregate principal amount of their Notes. The remaining Notes were redeemed for cash.

Developer and Intellectual Property Contracts

In the normal course of business, we enter into contractual arrangements with third parties for the development of ~~products.~~products, as well as for the rights to intellectual property ("IP"). Under these agreements, we commit to provide specified payments to a developer ~~contingent~~or IP holder, based upon ~~the developer's achievement of contractually specified milestones.~~contractual arrangements. Assuming all ~~contractually specified milestones~~contractual provisions are ~~achieved,~~met, the total future minimum

contract commitment for contracts in place as of ~~September 30,~~December 31, 2001 is approximately ~~$61.7~~$67.9 million and is scheduled to be distributed as follows (amounts in thousands):

Fiscal year ending March 31,	Fiscal year ending March 31,			Fiscal year ending March 31,
2002	2002	$	23,178	2002	$	17,027
2003	2003		25,314	2003		35,071
2004	2004		6,070	2004		8,093
2005	2005		2,925	2005		3,550
2006	2006		1,675	2006		1,675
Thereafter	Thereafter		2,500	Thereafter		2,500

	Total	$	61,662	Total	$	67,916

Legal Proceedings

We are party to routine claims and suits brought against us in the ordinary course of business, including disputes arising over the ownership of intellectual property rights and collection matters. In the opinion of management, the outcome of such routine claims will not have a material adverse effect on our business, financial condition, results of operations or liquidity.

~~11.~~
12. Subsequent Events

~~Registration Statement~~Gray Matter

On ~~July~~December 30, 2001, we filed with the Securities and Exchange Commission a Registration Statement on Form S-3, as amended, for purposes of registering 6,000,000 shares of our common stock, $.000001 par value (excluding shares registered to cover the underwriters' over-allotment option), in connection with a proposed public offering of such shares. On October 22, 2001, we withdrew the registration statement.

~~Acquisition~~

~~Effective October 1, 2001,~~1999, we acquired ~~all of~~a 40% interest in the outstanding capital stock of ~~Treyarch Invention, LLC~~Gray Matter Interactive Studios, Inc., formerly known as Video Games West, ("~~Treyarch"~~Gray Matter"), a privately held ~~interactive~~ software development company, as well as an option to purchase the remaining 60% of outstanding capital stock. Effective January 9, 2002, we exercised our option to acquire the remaining 60% equity interest in Gray Matter in exchange for ~~545,974~~133,690 shares of ~~Activision, Inc.~~our $.000001 par value common stock with ~~a market~~an approximate value of $14.9 million based on our opening stock price as of October 1, 2001. Additional shares of Activision common stock also may be issued to Treyarch's equity holders and employees over the course of several years, depending on the satisfaction of certain performance requirements and other criteria.$3.5 million.

~~Stock Split~~

On October 23, 2001, the Board of Directors authorized a three-for-two split of our outstanding common shares. The split is payable on November 20, 2001 to shareholders of record as of November 6, 2001. The par value of our common stock will be maintained at the pre-split amount of $.000001. Following is the pro forma effect of the split on earnings per share data (in thousands, except per share data).

(Unaudited)

Three months ended
September 30,
Six months ended
September 30,

2001
2000
2001
2000

Basic earnings (loss) per share $ 0.04 $ 0.12 $ 0.05 $ (0.02 )

Weighted average common shares outstanding 49,862 35,753 47,525 36,582

Diluted earnings (loss) per share $ 0.04 $ 0.11 $ 0.04 $ (0.02 )

Weighted average common shares outstanding assuming dilution 57,150 38,699 55,128 36,582

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

We are a leading international publisher of interactive entertainment software products. We have built a company with a diverse portfolio of products that spans a wide range of categories and target markets and that is used on a variety of game hardware platforms and operating systems.

Our products cover the action, adventure, extreme sports, racing, role playing, simulation and strategy game categories. We offer our products in versions which operate on the ~~Sega Dreamcast,~~ Sony PlayStation, Sony PlayStation 2, ~~and~~Microsoft Xbox, Nintendo GameCube, Nintendo 64 and Sega Dreamcast console systems, the Nintendo Game Boy Color and Game Boy Advance hand held devices, as well as on personal computers ("PC's"). Over the next few years, we plan to produce many titles for the recently released Sony PlayStation 2 console system and Game Boy Advance hand held device, and the Microsoft Xbox and Nintendo GameCube console systems, which are expected to launch in North America in November 2001 and in Europe in the next calendar year. Driven partly by the enhanced capabilities of the next generation platforms, we believe that in the next few years there will be significant growth in the market for interactive entertainment software and we plan to leverage our skills and resources to extend our leading position in the industry.

We operate two business segments: (i) publishing of interactive entertainment software and (ii) distribution of interactive entertainment software and hardware products. Publishing refers to the development, marketing and sale of products, either directly, by license or through our affiliate label program with third party publishers. Distribution refers to our operations in Europe that provide logistical and sales services to third party publishers of interactive entertainment software, our own publishing operations and manufacturers of interactive entertainment hardware.

Cost of sales-product costs represents the cost to purchase, manufacture and distribute personal computer and console product units. Manufacturers of our software are located worldwide and are readily available. Console compact discs and cartridges are manufactured by the respective video game console manufacturers, Sony, Microsoft and Nintendo, their agents or our agents.

Cost of sales-royalties and software amortization represents amounts due to developers, product owners and other royalty participants as a result of product sales, as well as amortization of capitalized software development costs. Our costs to develop products are accounted for in accordance with accounting standards that provide for the capitalization of certain software development costs once technological feasibility is established and such costs are determined to be recoverable. Additionally, various contracts are maintained with developers, product owners or other royalty participants, which state a royalty rate, territory and term of agreement, among other items. Upon product release, prepaid royalties and capitalized software costs are amortized to cost of sales-royalties and software amortization based on the ratio of current revenues to total projected revenues, generally resulting in an amortization period of one year or less.

For products that have been released, we evaluate the future recoverability of prepaid royalties and capitalized software costs on a quarterly basis based on actual title performance. Prior to a product's

release, we expense, as part of product development costs, capitalized costs when we believe that such amounts are not recoverable. The following criteria are used to evaluate recoverability of unreleased titles: historical performance of comparable products; the commercial acceptance of prior products released on a given game engine; orders for the product prior to its release; estimated performance of a sequel product based on the performance of the product on which the sequel is based; and actual development costs of a product as compared to our budgeted amount.

Our profitability is directly affected by the mix of revenues from our publishing and distribution segments. Publishing operating margins are substantially higher than margins realized from our distribution segment. Operating margins in our distribution segment are also affected by the mix of hardware and software sales, with software producing higher margins than hardware.

The following table sets forth certain consolidated statements of operations data for the periods indicated as a percentage of total net revenues and also breaks down net revenues by territory, platform and segment (amounts in thousands):

				Three months ended September 30,									Six months ended September 30,											Three months ended December 31,									Nine months ended December 31,
				2001				2000					2001				2000							2001				2000					2001				2000
Net revenues	Net revenues			$	139,604	100	%	$	144,363		100	%	$	250,181	100	%	$	228,921		100	%	Net revenues		$	371,341	100	%	$	264,473		100	%	$	621,523	100	%	$	493,393		100	%
Costs and expenses:	Costs and expenses:																					Costs and expenses:
	Cost of sales—product costs				88,157	63	%		64,351		45	%		152,281	61	%		107,984		47	%	Cost of sales—product costs			195,560	53			139,430		53			347,840	56			247,414		50
	Cost of sales—royalties and software amortization				13,165	9	%		24,819		17	%		23,161	9	%		38,465		17	%	Cost of sales—royalties and software amortization			58,084	15			39,364		15			81,245	13			77,829		16
	Product development				9,020	7	%		11,107		8	%		18,210	7	%		18,531		8	%	Product development			10,848	3			11,779		4			29,059	5			30,311		6
	Sales and marketing				16,425	12	%		23,909		16	%		35,181	14	%		41,779		18	%	Sales and marketing			31,883	9			26,725		10			67,064	11			68,505		14
	General and administrative				9,693	7	%		10,641		7	%		19,439	8	%		19,124		9	%	General and administrative			13,165	3			12,421		5			32,603	5			31,542		6

			Total costs and expenses		136,460	98	%		134,827		93	%		248,272	99	%		225,883		99	%		Total costs and expenses		309,540	83			229,719		87			557,811	90			455,601		92

Operating income	Operating income				3,144	2	%		9,536		7	%		1,909	1	%		3,038		1	%	Operating income			61,801	17			34,754		13			63,712	10			37,792		8
Interest income (expense), net	Interest income (expense), net				372	1	%		(2,683	)	(2	%)		1,653	1	%		(4,406	)	(2	%)	Interest income (expense), net			271	0			(2,225	)	(1	)		1,923	1			(6,631	)	(1	)

	Income (loss) before income tax provision				3,516	3	%		6,853		5	%		3,562	2	%		(1,368	)	(1	%)	Income before income tax provision			62,072	17			32,529		12			65,635	11			31,161		7
Income tax provision (benefit)					1,301	1	%		2,547		2	%		1,318	1	%		(495	)	0	%
Income tax provision																						Income tax provision			22,962	6			12,024		4			24,281	4			11,529		2

Net income (loss)				$	2,215	2	%	$	4,306		3	%	$	2,244	1	%	$	(873	)	(1	%)
Net income																						Net income		$	39,110	11	%	$	20,505		8	%	$	41,354	7	%	$	19,632		5	%

NET REVENUES BY TERRITORY:	NET REVENUES BY TERRITORY:																					NET REVENUES BY TERRITORY:
	United States			$	71,680	51	%	$	92,308		64	%	$	137,944	55	%	$	138,303		61	%	United States		$	194,497	52	%	$	161,383		61	%	$	332,441	53	%	$	299,686		61	%
	Europe				65,537	47	%		48,039		33	%		107,370	43	%		85,409		37	%	Europe			171,531	46			100,032		38			278,902	45			185,441		38
	Other				2,387	2	%		4,016		3	%		4,867	2	%		5,209		2	%	Other			5,313	2			3,058		1			10,180	2			8,266		1

			Total net revenues	$	139,604	100	%	$	144,363		100	%	$	250,181	100	%	$	228,921		100	%	Total net revenues		$	371,341	100	%	$	264,473		100	%	$	621,523	100	%	$	493,393		100	%

ACTIVITY/PLATFORM MIX:	ACTIVITY/PLATFORM MIX:																					ACTIVITY/PLATFORM MIX:
	Publishing:																					Publishing:
		Console		$	79,490	81	%	$	99,057		81	%	$	148,699	82	%	$	129,100		71	%		Console	$	207,960	80	%	$	154,759		77	%	$	356,660	81	%	$	283,827		74	%
		PC			18,137	19	%		22,573		19	%		31,758	18	%		53,529		29	%		PC		52,777	20			46,250		23			84,535	19			99,811		26

			Total publishing net revenues		97,627	70	%		121,630		84	%		180,457	72	%		182,629		80	%		Total publishing net revenues		260,737	70			201,009		76			441,195	71			383,638		78

	Distribution:																					Distribution:
		Console			35,596	85	%		16,102		71	%		59,920	86	%		32,704		71	%		Console		96,831	88			49,096		77			156,908	87			81,725		74
		PC			6,381	15	%		6,631		29	%		9,804	14	%		13,588		29	%		PC		13,773	12			14,368		23			23,420	13			28,030		26

			Total distribution net revenues		41,977	30	%		22,733		16	%		69,724	28	%		46,292		20	%		Total distribution net revenues		110,604	30			63,464		24			180,328	29			109,755		22

			Total net revenues	$	139,604	100	%	$	144,363		100	%	$	250,181	100	%	$	228,921		100	%		Total net revenues	$	371,341	100	%	$	264,473		100	%	$	621,523	100	%	$	493,393		100	%

OPERATING INCOME (LOSS) BY SEGMENT:
OPERATING INCOME BY SEGMENT:																						OPERATING INCOME BY SEGMENT:
	Publishing			$	2,118	2	%	$	10,461		7	%	$	812	0	%	$	4,554		2	%	Publishing		$	53,497	15	%	$	30,708		12	%	$	54,311	9	%	$	35,262		7	%
	Distribution				1,026	0	%		(925	)	0	%		1,097	0	%		(1,516	)	(1	%)	Distribution			8,304	2			4,046		1			9,401	1			2,530		1

			Total operating income	$	3,144	2	%	$	9,536		7	%	$	1,909	0	%	$	3,038		1	%	Total operating income		$	61,801	17	%	$	34,754		13	%	$	63,712	10	%	$	37,792		8	%

Results of Operations—Three and ~~Six~~Nine Months Ended ~~September 30,~~December 31, 2001 and 2000

Net Revenues

Net revenues for the three months ended ~~September 30,~~December 31, 2001 ~~decreased 3%~~increased 40% over the same period last year, from ~~$144.4~~$264.5 million to ~~$139.6~~$371.3 million. ~~This decrease was primarily attributable to a decline in publishing net revenues, partially offset by an increase in distribution net revenues.~~ Net revenues for the ~~six~~nine months ended ~~September 30,~~December 31, 2001 increased 9%26% over the same period last year, from ~~$228.9~~$493.4 million to ~~$250.2~~$621.5 million. ~~This increase was driven primarily by~~These net revenue increases occurred both in our publishing and distribution ~~business.~~businesses.

Publishing net revenues ~~decreased 20%~~increased 30% for the three months ended ~~September 30,~~December 31, 2001, over the same period last year, from ~~$121.6~~$201.0 million to ~~$97.6~~$260.7 million. Publishing console net revenues ~~decreased~~increased from ~~$99.1~~$154.8 million to ~~$79.5~~$208.0 million, and publishing PC net revenues ~~decreased~~increased from ~~$22.6~~$46.3 million to ~~$18.1~~$52.8 million. These ~~decreases are~~increases were due to the fact that in fiscal 2002, our major holiday titles, including Tony Hawk's Pro Skater 3 for Sony PlayStation, Sony PlayStation 2, Nintendo Color Game Boy and Nintendo GameCube, Shaun Palmer's Pro Snowboarder for Sony PlayStation 2, Spider-Man 2: Enter Electro for Sony PlayStation and Return to Castle Wolfenstein for the PC, were released in the third quarter, whereas in the prior year, we released most of our major holiday titles by September 30th, including Tony Hawk's Pro Skater 2, Spider-Man, Tenchu II and X-Men Mutant Academy for the PlayStation and two Star Trek titles for the PC. However, in fiscal 2002, a number of our major holiday titles, including Tony Hawk's Pro Skater 3 and Shaun Palmer's Pro Snowboarder for the PlayStation 2, Spider-Man 2: Enter Electro for the PlayStation and Return to Castle Wolfenstein for the PC, have been slated to be released in the third quarter.30th. Additionally, the release of our titles for the Microsoft Xbox and Nintendo GameCube platforms ~~will coincide~~coincided with the North American hardware launches which ~~are expected to occur~~occurred in November 2001. ~~The decrease~~We also continued to see strong sales in ~~our publishing net revenues was offset by~~ the ~~increase in net revenues from our distribution business.~~three months ended December 31, 2001 of Tony Hawk's Pro Skater 2 for older generation platforms, Nintendo 64 and Sony PlayStation.

Distribution net revenues for the three months ended ~~September 30,~~December 31, 2001 increased ~~85%~~74% from the same period last year, from ~~$22.7~~$63.5 million to ~~$42.0~~$110.6 million, primarily driven by an increase in our distribution console net revenues. Distribution console net revenues for the three months ended ~~September 30,~~December 31, 2001 increased ~~121%~~97% over the same period last year, from ~~$16.1~~$49.1 million to ~~$35.6~~$96.8 million. We are the sole distributor of Sony products in the independent channel in the ~~UK.~~United Kingdom ("UK"). Accordingly, we have benefited from price reduction on the ~~launch of the~~Sony PlayStation 2 ~~as well as from the subsequent price reduction,~~hardware that was effective September ~~28, 2001, on the hardware.~~2001. Additionally, in fiscal 2002, we began distributing Nintendo products within the UK, including titles for the recently released Game Boy Advance. These items, along with the improved market conditions in Europe, have resulted in the continued improvements in our distribution business.

For the ~~six~~nine months ended ~~September 30,~~December 31, 2001, publishing net revenues ~~remained flat, at $180.5~~increased 15% to $441.2 million as of ~~September 30,~~December 31, 2001, compared to ~~$182.6~~$383.6 as of ~~September 30,~~December 31, 2000. We experienced a ~~15%~~26% increase in publishing console net revenues over the same period last year, from ~~$129.1~~$283.8 million to ~~$148.7 million due to~~$356.7 million. This increase reflects the ~~release~~continued strength of ~~several~~sales of titles ~~that sold well in the marketplace, including titles for Nintendo's~~on recently launched next generation platforms: Sony PlayStation 2 (October 2000) Nintendo Game Boy Advance ~~hand held device which was released early in June 2001. Such~~(June 2001) and GameCube (November 2001) and Microsoft Xbox (November 2001). For the nine months ended December 31, 2001, 42% of our publishing net revenues were from titles ~~included Tony Hawk's Pro Skater~~for next generation platforms, with Sony PlayStation 2 ~~for the Game Boy Advance and the Nintendo 64 and Matt Hoffman's Pro BMX and Spiderman: Mysterio's Menace for the PlayStation. This~~alone representing 21%. The publishing console net revenue increase was partially offset by a decrease in our publishing PC net revenues. For the ~~six~~nine months ended ~~September 30,~~December 31, 2001, publishing PC net revenues decreased ~~41%~~15% over the same period last year, from ~~$53.5~~$99.8 million to ~~$31.8~~$84.5 million. This decrease was primarily attributable to the fact that, ~~there were several PC launches in~~despite the six months ended September 30, 2000 that performed well in the marketplace, including Vampire: The Masquerade Redemption and Star Trek Voyager: Elite Force. We did not have such PC releases in the six months ended September 30, 2001 as our major holiday PC titles such assuccessful launch of Return to Castle Wolfenstein ~~and Star Trek Armada 2 are not being released until~~for the PC in the third ~~quarter.~~quarter of fiscal 2002, there was a lower number of premium PC titles released in the nine months ended December 31, 2001, approximately 5 titles, as compared to the comparable prior year period, approximately 10 titles.

Distribution net revenues for the ~~six~~nine months ended ~~September 30,~~December 31, 2001 increased ~~51%~~64% from ~~$46.3~~$109.8 million to ~~$69.7~~$180.3 million, primarily driven by an increase in our distribution console net revenues. For the ~~six~~nine months ended ~~September 30,~~December 31, 2001, our distribution console net revenues increased ~~83%~~92% from ~~$32.7~~$81.7 million for the ~~six~~nine months ended ~~September 30,~~December 31, 2000 to ~~$59.9~~$156.9 million for the ~~six~~nine months ended ~~September 30, 2001. As~~December 31, 2001 for the reasons described ~~above, our~~ above. This increase in

distribution console net revenues ~~reflect~~

was slightly offset by a decline in the ~~accelerating benefits our~~ distribution ~~business has experienced~~PC net revenues, from $28.0 million as December 31, 2000, compared to $23.4 million as of December 31, 2001 due to a lower volume of PC launches in the ~~introduction of next generation console systems and hand held devices.~~nine months ended December 31, 2001 as previously described.

Domestic net revenues ~~decreased 22%~~increased 21% for three months ended ~~September 30,~~December 31, 2001, over the same period last year, from ~~$92.3~~$161.4 million to ~~$71.7~~$194.5 million. ~~This decrease is~~Domestic net revenues for the nine months ended December 31, 2001 increased 11% over the same period last year, from $299.7 million to $332.4 million. These increases are due to the ~~decrease~~increase in our publishing net revenues as described above. ~~Domestic net revenues for the six months ended September 30, 2001 remained level with the comparable prior year period.~~

International net revenues increased ~~30%~~72% and ~~24%~~49% for the three months and ~~six~~nine months ended ~~September 30,~~December 31, 2001, respectively, over the same period last year, from ~~$52.1~~$103.1 million to ~~$67.9~~$176.8 million for the three month period and from ~~$90.6~~$193.7 million to ~~$112.2~~$289.1 million for the ~~six~~nine month period. These increases are primarily due ~~primarily~~ to the ~~increase~~increases in net revenues from our distribution business and, to a lesser degree, our publishing business as described above.

Costs and Expenses

Cost of sales—product costs represented ~~63%~~53% of net revenues for both the three months ended December 31, 2001 and ~~45%~~2000. During the three months ended December 31, 2001, we had the successful launch of Return to Castle Wolfenstein for the PC. PC net revenues generally have a lower per unit cost as compared to other platforms. This favorable lower per unit cost was offset by a higher per unit cost as a result of an increase in distribution net revenues as a percentage of total net revenues. Distribution net revenues generally have a higher per unit cost as compared to publishing net revenues.

Cost of sales—product costs represented 56% and 50% of net revenues for the ~~three~~nine months ended ~~September 30, 2001 and 2000, respectively. Cost of sales—product costs represented 61% and 47% of net revenues for the six months ended September 30,~~December 31, 2001 and 2000, respectively. The increase in cost of sales—product costs as a percentage of net revenues for the ~~three months and six~~nine months ended ~~September 30,~~December 31, 2001 was due to the increase in distribution net revenues as a percentage of total net revenues, as well as ~~an increase~~a change in ~~console net revenues as a percentage~~the product mix of ~~total net revenues. Distribution net revenues and console net revenues have a higher per unit cost as compared to~~our publishing ~~net revenues and PC net revenues, respectively. Additionally, of console net revenues, the~~business. The product mix for the ~~three months and six~~nine months ended ~~September 30,~~December 31, 2001 reflects a heavier concentration of hand held devices due to the release of Game Boy Advance in June 2001. Hand held devices generally have a higher manufacturing per unit cost than PC's and other console systems.

Cost of sales—royalty and software amortization expense represented ~~9% and 17%~~15% of net revenues for both the three months ended ~~September 30,~~December 31, 2001 and ~~2000, respectively.~~2000. Cost of sales—royalty and software amortization expense ~~also~~ represented 9%13% and ~~17%~~16% of net revenues for the ~~six~~nine months ended ~~September 30,~~December 31, 2001 and 2000, respectively. The decrease in cost of sales—royalty and software amortization expense as a percentage of net revenues for the nine months ended December 31, 2001 is reflective of the increase in net revenues from hand held devices as a percentage of our total net revenues as hand held devices generally have lower product development costs than PC's or other console systems.

Product development expenses of ~~$9.0~~$10.8 million and ~~$11.1~~$11.8 million represented 7%3% and 8%4% of net revenues for the three months ended ~~September 30,~~December 31, 2001 and 2000, respectively. Product development expenses of ~~$18.2~~$29.1 million and ~~$18.5~~$30.3 million represented 7%5% and 8%6% of net revenues for the ~~six~~nine months ended ~~September 30,~~December 31, 2001 and 2000, respectively. Product development expenses for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2001 remained level with the comparable prior year period, reflecting our continued investment in next generation console systems and hand held devices.

Sales and marketing expenses for the three months ended ~~September 30,~~December 31, 2001 and 2000 were ~~$16.4~~$31.9 million, ~~12%~~9% of net revenues, and ~~$23.9~~$26.7 million, ~~16%~~10% of net revenues, respectively. Sales and marketing expenses for the ~~six~~nine months ended ~~September 30,~~December 31, 2001 and 2000 were ~~$35.2~~$67.1 million, ~~14%~~11% of net revenues, and ~~$41.8~~$68.5 million, ~~18%~~14% of net revenues, respectively. These decreases ~~reflect~~are due to our

ability to generate savings by building on the existing awareness of our branded products and sequel titles sold during fiscal 2002. They also reflect the savings we receive as a result of our multi-platform strategy of releasing branded products on all platforms simultaneously.

General and administrative expenses remained relatively level with prior year amounts. General and administrative expenses for the three months ended ~~September 30,~~December 31, 2001 and 2000 were ~~$9.7~~$13.2 million, 7%3% of net revenues, and ~~$10.6~~$12.4 million, 7%5% of net revenues, respectively. General and administrative

expenses for the ~~six~~nine months ended ~~September 30,~~December 31, 2001 and 2000 were ~~$19.4~~$32.6 million, 8%5% of net revenues, and ~~$19.1~~$31.5 million, 9%6% of net revenues, respectively.

Operating Income ~~(Loss)~~

Operating income for the three months ended ~~September 30,~~December 31, 2001 and 2000 was ~~$3.1~~$61.8 million and ~~$9.5~~$34.8 million, respectively. Operating income for the ~~six~~nine months ended ~~September 30,~~December 31, 2001 and 2000 was ~~$1.9~~$63.7 million and ~~$3.0~~$37.8 million, respectively.

The ~~decrease~~increase in operating income for the three months ended ~~September 30,~~December 31, 2001 over the same period last year was primarily due to ~~a decrease~~an increase in publishing operating income from ~~$10.5~~$30.7 million to ~~$2.1~~$53.5 million, ~~slightly offset by~~and to a lesser degree, an increase in distribution operating income, from ~~an operating loss of ($925,000)~~$4.0 million to ~~operating income of $1.0~~$8.3 million. The ~~decrease~~increase in operating income for the ~~six~~nine months ended ~~September 30,~~December 31, 2001 over the same period last year was also primarily due to ~~a decrease~~an increase in publishing operating income, from ~~operating income of $4.6~~$35.3 million to ~~$812,000, partially offset by~~$54.3 million, and to a lesser degree, an increase in ~~the~~ distribution operating income, from ~~an operating loss of ($1.5)~~$2.5 million to ~~operating income of $1.1~~$9.4 million. ~~Publishing operating income decreases were primarily the result of a change~~These increases in ~~our product mix. Our product mix for the three months~~both publishing and six months ended September 30, 2001, reflects a heavier concentration of hand held devices due to the release of Game Boy Advance in June 2001. Hand held devices generally have a higher manufacturing per unit cost than PC's and other console systems. The increases in distribution operating income ~~is reflective of the accelerating benefits~~reflect our ~~distribution business has experienced from the introduction of next generation console systems~~improved net revenues and ~~hand held devices~~cost controls as ~~previously described.~~detailed above.

Other Income (Expense)

Interest income (expense), net ~~increased~~changed to ~~$372,000~~$0.3 million and ~~$1.7~~$1.9 million for the three months and ~~six~~nine months ended ~~September 30,~~December 31, 2001, respectively, from ($~~2.7)~~2.2) million and ($~~4.4)~~6.6) million for the three months and ~~six~~nine months ended ~~September 30,~~December 31, 2000, respectively. This change was due to our improved cash position resulting in higher investment income and elimination of borrowings and the conversion and/or redemption of our $60.0 million convertible subordinated notes.

Provision for Income Taxes

The income tax provision of ~~$1.3~~$23.0 million and $24.3 million for the three months and ~~six~~nine months ended ~~September 30,~~December 31, 2001, respectively, reflects our effective income tax rate of approximately 37%. The significant item that generated the variance between our effective rate and our statutory rate of 35% was state taxes. The realization of deferred tax assets primarily is dependent on the generation of future taxable income. We believe that it is more likely than not that we will generate taxable income sufficient to realize the benefit of net deferred tax assets recognized.

Liquidity and Capital Resources

Our cash and cash equivalents were ~~$122.2~~$194.7 million at ~~September 30,~~December 31, 2001 compared to $125.6 million at March 31, 2001. This was in comparison to the comparable prior year periods of ~~$25.2~~$52.3 million at ~~September 30,~~December 31, 2000 compared to $50.0 million at March 31, 2000. This change in cash and cash equivalents for the ~~six~~nine months ended ~~September 30,~~December 31, 2001, resulted from ~~$15.9~~$44.4 million and ~~$4.3~~$29.9 million ~~utilized in~~provided by operating and ~~investing~~financing activities, respectively, offset by ~~$15.8~~$6.1 million ~~provided by financing~~utilized in investing activities. Cash ~~used in~~provided by operating activities was primarily the result of our ~~continued investment in product development~~operational performance during the period and changes in accounts receivable and accounts payable, driven by a seasonal change in working capital needs. Approximately ~~$37.2~~$61.0 million was utilized in connection with the acquisition of publishing or distribution rights to products being developed by third parties, the execution of new license agreements granting us long-term rights to intellectual property of third

parties, as well as the capitalization of product development costs relating to internally developed products. The cash used in investing activities primarily was the result of capital expenditures. The cash provided by financing activities primarily was the result of proceeds from the issuance of common stock pursuant to employee option and stock purchase plans and common stock warrants, offset by the accelerated repayment of our term loan.

In connection with our purchases of Nintendo 64 and Game Boy hardware and software cartridges for distribution in North America and Europe, Nintendo requires us to provide irrevocable letters of credit prior to accepting purchase orders. Furthermore, Nintendo maintains a policy of not accepting returns of Nintendo 64, Nintendo GameCube and Game Boy hardware and software cartridges. Because of these and other factors, the carrying of an inventory of Nintendo 64, Nintendo GameCube and Game Boy hardware and software cartridges entails significant capital and risk. As of ~~September 30,~~December 31, 2001, we had ~~$2.5~~$1.2 million of Nintendo 64 and ~~$7.0~~Nintendo GameCube and $13.8 million of Game Boy hardware and software cartridge inventory on hand, which represented approximately 8%4% and ~~20%~~45%, respectively, of all inventory.

In December 1997, we completed the private placement of $60.0 million principal amount of 6³/4% convertible subordinated notes due 2005 (the "Notes"). During the three months ended June 30, 2001, we called for the redemption of the Notes. In connection with that call, holders converted to common stock approximately $59.9 million aggregate principal amount of their Notes. The remaining Notes were redeemed for cash.

In June 1999, we obtained a $100.0 million revolving credit facility and a $25.0 million term loan with a syndicate of banks (the "U.S. Facility"). The revolving portion of the U.S. Facility provided us with the ability to borrow up to $100.0 million and issue letters of credit up to $80 million on a revolving basis against eligible accounts receivable and inventory. The term loan had a three year term with principal amortization on a straight-line quarterly basis beginning December 31, 1999, ~~and~~ a borrowing rate based on the banks' base rate (which is generally equivalent to the published prime rate) plus 2% or LIBOR plus 3% and was to expire June 2002. The revolving portion of the U.S Facility had a borrowing rate based on the banks' base rate plus 1.75% or LIBOR plus 2.75%. In May 2001, we accelerated our repayment of the outstanding balance under the term loan portion of the U.S. Facility. In connection with the accelerated repayment, we amended the U.S. Facility (the "Amended and Restated U.S. Facility"). The Amended and Restated U.S. Facility eliminated the term loan, reduced the revolver to $78.0 million and reduced the interest rate to the banks' base rate plus 1.25% or LIBOR plus 2.25%. We pay a commitment fee of¹/4% on the unused portion of the revolver. The Amended and Restated U.S. Facility is collateralized by substantially all of our assets and expires June 2002. The Amended and Restated U.S. Facility contains various covenants that limit our ability to incur additional indebtedness, pay dividends or make other distributions, create certain liens, sell assets, or enter into certain mergers or acquisitions. We are also required to maintain specified financial ratios related to net worth and fixed charges. We were in compliance with these covenants as of ~~September 30,~~December 31, 2001. As of ~~September 30,~~December 31, 2001, there were no borrowings outstanding under the Amended and Restated U.S. Facility. Letters of credit of ~~$27.4~~$2.9 million were outstanding against the Amended and Restated U.S. Facility as of ~~September 30,~~December 31, 2001.

We also have revolving credit facilities with our CentreSoft subsidiary located in the United Kingdom (the "UK Facility") and our NBG subsidiary located in Germany (the "German Facility").

The UK Facility provides for British Pounds ("GBP") 7.0 million ($~~10.3~~10.2 million) of revolving loans and GBP 1.5 million ($2.2 million) of letters of credit as of ~~September 30,~~December 31, 2001. The UK Facility bears interest at LIBOR plus 2%, is collateralized by substantially all of the assets of the subsidiary and expires in October 2002. The UK Facility also contains various covenants that require the subsidiary to maintain specified financial ratios related to, among others, fixed charges. As of ~~September 30,~~December 31, 2001, we were in compliance with these covenants. No borrowings were outstanding against the UK facility as of ~~September 30,~~December 31, 2001. Letters of credit of GBP 1.5 million ($2.2 million) were outstanding against the UK Facility as of ~~September 30,~~December 31, 2001. As of ~~September 30,~~December 31, 2001, the German Facility provides for revolving loans up to Euro dollar ("EUR") 2.6 million ($2.3 million), bears interest at ~~7.0%~~a Eurocurrency rate plus 2.5%, is collateralized by a cash deposit of approximately GBP 650,000 ($~~1.0 million)~~944,000) made by our CentreSoft subsidiary and has no expiration date. ~~Borrowings~~There were no borrowings outstanding against the German Facility as of ~~September 30, 2001 were $0.6 million.~~December 31, 2001.

Fiscal year ending March 31,	Fiscal year ending March 31,			Fiscal year ending March 31,
2002	2002	$	23,178	2002	$	17,027
2003	2003		25,314	2003		35,071
2004	2004		6,070	2004		8,093
2005	2005		2,925	2005		3,550
2006	2006		1,675	2006		1,675
Thereafter	Thereafter		2,500	Thereafter		2,500

	Total	$	61,662	Total	$	67,916

We have historically financed our acquisitions through the issuance of shares of common stock. We will continue to evaluate potential acquisition candidates as to the benefit they bring to us and as to our ability to make such acquisitions and maintain compliance with our bank facilities.

On ~~July 30,~~December 4, 2001, we filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission ~~a Registration Statement on Form S-3, as amended, for purposes of registering 6,000,000~~to register 7,500,000 shares of our ~~common stock,~~ $.000001 par value ~~(excluding~~common stock. We may, from time to time, sell up to the 7,500,000 shares ~~registered to cover the underwriters' over-allotment option),~~ in ~~connection with a proposed public offering of such shares. On October 22, 2001, we withdrew the registration statement.~~one or more offerings.

We believe that we have sufficient working capital ($~~201.8~~289.8 million at ~~September 30,~~December 31, 2001), as well as proceeds available from the Amended and Restated U.S. Facility, the UK Facility, the Netherlands Facility and the German Facility, to finance our operational requirements for at least the next twelve months, including acquisitions of inventory and equipment, the funding of the development, production, marketing and sale of new products and the acquisition of intellectual property rights for future products from third parties.

Factors Affecting Future Performance

In connection with the Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act"), we have disclosed certain cautionary information to be used in connection with written materials (including this Quarterly Report on Form 10-Q) and oral statements made by or on behalf of our employees and representatives that may contain "forward-looking statements" within the meaning of

the Litigation Reform Act. Such statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as "may," "expect," "anticipate," "estimate" or "continue" or the negative thereof or other variations thereon or comparable terminology. The listener or reader is cautioned that all forward-looking statements are necessarily speculative and there are numerous risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward-looking statements. For a discussion that highlights some of the more important risks identified by management, but which should not be assumed to be the only factors that could affect future performance, see our Annual Report on Form 10-K for the fiscal year ended March 31, 2001 and Registration Statement on Form S-3, Registration No. ~~333-66280,~~333-74460, filed with the Securities and Exchange Commission on ~~July 30,~~December 4, 2001, ~~as amended,~~ which are incorporated herein by reference. The reader or listener is cautioned that we do not have a policy of updating or revising forward-looking statements and thus he or she should not assume that silence by management over time means that actual events are bearing out as estimated in such forward-looking statements.

Recently Issued Accounting Standards

In November 2001, the Emerging Issues Task Force ("EITF") reached a consensus on certain elements of EITF Issue No. 01-9, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Products." Issue 01-9 provides guidance on the income statement classification of consideration that a vendor gives to a customer or a reseller of the vendor's products. Certain provisions of Issue 01-9 are effective for annual and interim periods beginning after December 15, 2001. We do not believe that the adoption of those provisions of Issue 01-9 will have a material impact on our financial condition or results of operations.

SFAS No. 142 "Goodwill and Other Intangibles", was issued July 20, 2001 and addresses financial accounting and reporting for acquired goodwill and other intangible assets. SFAS No. 142 addresses how intangible assets should be accounted for after they have been initially recognized in the financial statements. The provisions of this Statement are required to be applied starting with fiscal years beginning after December 15, 2001. Early application is permitted for entities with fiscal years beginning after March 15, 2001, provided that the first interim financial statements have not previously been issued. The Company has adopted the provisions of this Statement effective April 1, 2001.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the potential loss arising from fluctuations in market rates and prices. Our market risk exposures primarily include fluctuations in interest rates and foreign currency exchange rates. Our market risk sensitive instruments are classified as "other than trading." Our exposure to market risk as discussed below includes "forward-looking statements" and represents an estimate of possible changes in fair value or future earnings that would occur assuming hypothetical future movements in interest rates or foreign currency exchange rates. Our views on market risk are not necessarily indicative of actual results that may occur and do not represent the maximum possible gains and losses that may occur, since actual gains and losses will differ from those estimated, based upon actual fluctuations in foreign currency exchange rates, interest rates and the timing of transactions.

Interest Rate Risk

We have had a number of variable rate and fixed rate debt obligations, denominated both in U.S. dollars and various foreign currencies as detailed in Note 1011 to the Consolidated Financial Statements appearing elsewhere in this Quarterly Report. We manage interest rate risk by monitoring our ratio of fixed and variable rate debt obligations in view of changing market conditions. Additionally, in the future, we may consider the use of interest rate swap agreements to further manage potential interest rate risk.

During the three months ended June 30, 2001, our holdings of market risk sensitive instruments changed. During that period, we called for the redemption of $60.0 million of the Notes. In connection with that call, holders converted to common stock approximately $59.9 million aggregate principal amount of their Notes. The remaining Notes were redeemed for cash. Additionally, in May 2001, we repaid in full the remaining $8.5 million balance of the term loan portion of the U.S. Facility.

As of ~~September 30,~~December 31, 2001, the carrying value of our variable rate debt was approximately ~~$2.2 million.~~$346,000. A hypothetical 1% increase in the applicable interest rates of our variable rate debt would increase annual interest expense by approximately ~~$22,000.~~$3,460.

Foreign Currency Exchange Rate Risk

We transact business in many different foreign currencies and may be exposed to financial market risk resulting from fluctuations in foreign currency exchange rates, particularly ~~GBP.~~GBP and EUR. The volatility of GBP and EUR (and all other applicable currencies) will be monitored frequently throughout the coming year. While ~~the~~ we have not traditionally engaged in significant foreign currency hedging, we may in the future use hedging programs, currency forward contracts, currency options and/or other derivative financial instruments commonly utilized to reduce financial market risks if it is determined that such hedging activities are appropriate to reduce risk.

Part II.—OTHER INFORMATION

Item 1. Legal Proceedings

We are party to routine claims and suits brought against us in the ordinary course of business including disputes arising over the ownership of intellectual property rights and collection matters. In the opinion of management, the outcome of such routine claims will not have a material adverse effect on our business, financial condition or results of operations.

~~Item 4. Submission of Matters to a Vote of Security Holders~~

The Company held its 2001 Annual Meeting of the Stockholders on August 23, 2001 in Beverly Hills, California. Four items were submitted to a vote of the stockholders: (1) the election of six directors to hold office for one year terms and until their respective successors are duly elected and qualified; (2) the approval of an amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 50,000,000 to 125,000,000; (3) the approval of the adoption of the Company's 2001 Incentive Plan; and (4) the approval of the selection of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending March 31, 2002.

~~All six directors were recommended by the Board of Directors and all were elected. Set forth below are the results of the voting for each director.~~

For
Withheld
Kenneth L. Henderson 27,638,824 1,700,902
Barbara S. Isgur 28,483,589 856,137
Brian G. Kelly 23,983,240 5,356,486
Robert A. Kotick 23,936,038 5,403,688
Steven T. Mayer 28,456,038 883,688
Robert J. Morgado 28,488,411 851,315

	For	Withheld
Kenneth L. Henderson	27,638,824	1,700,902
Barbara S. Isgur	28,483,589	856,137
Brian G. Kelly	23,983,240	5,356,486
Robert A. Kotick	23,936,038	5,403,688
Steven T. Mayer	28,456,038	883,688
Robert J. Morgado	28,488,411	851,315

The approval of the amendment to our Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 50,000,000 to 125,000,000 was approved. Set forth below are the results of the voting.

For
Against
Abstain
21,913,885 7,419,439 6,402

For		Against		Abstain
21,913,885		7,419,439		6,402

~~The approval of the adoption of the Company's 2001 Incentive Plan was approved. Set forth below are the results of the voting.~~

For
Against
Abstain
15,334,756 13,887,654 117,316

For		Against		Abstain
15,334,756		13,887,654		117,316

The approval of the selection of PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending March 31, 2002 was approved. Set forth below are the results of the voting.

For
Against
Abstain
29,169,975 165,358 4,393

For		Against		Abstain
29,169,975		165,358		4,393

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits

3.1: Our Amended and Restated Certificate of Incorporation, dated June 1, 2000 (incorporated by reference to Exhibit 2.5 of our Current Report on Form 8-K, filed on June 16, 2000).
3.2: Our Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated June 9, 2000 (incorporated by reference to Exhibit 2.7 of our Current Report on Form 8-K, filed on June 16, 2000).
3.3: Our Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated August 23, 2001 (incorporated by reference to Exhibit 3.3 of our Registration Statement on Form S-3, Registration No. 333-66280, filed on July 30, 2001).
3.4: Our Certificate of Designation of Series A Junior Preferred Stock, dated December 27, 2001.
3.5: Our Amended and Restated By-laws dated August 1, 2000 (incorporated by reference to our Current Report on Form 8-K, filed July 11, 2001).
4.1: Rights Agreement dated as of April 18, 2000, between us and Continental Stock Transfer & Trust Company, which includes as exhibits the form of Right Certificates as Exhibit A, the Summary of Rights to Purchase Series A Junior Preferred Stock as Exhibit B and the form of Certificate of Designation of Series A Junior Preferred Stock of the Company as Exhibit C (incorporated by reference to our Registration Statement on Form 8-A, Registration No. 001-15839, filed April 19, 2000).
10.1: Our 2001 Incentive Plan as amended through October 17, 2001 (incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001).
10.2: Our 1999 Incentive Plan as amended through October 17, 2001 (incorporated by reference to Exhibit 10.3 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001).
10.3: Our 1998 Incentive Plan as amended through October 17, 2001 (incorporated by reference to Exhibit 10.4 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001).
10.4: Our 1991 Stock Option and Stock Award Plan as amended through October 17, 2001 (incorporated by reference to Exhibit 10.5 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001).

~~3.1~~		~~Our Amended and Restated Certificate of Incorporation, dated June 1, 2000 (incorporated by reference to Exhibit 2.5 of our Current Report on Form 8-K, filed on June 16, 2000).~~
~~3.2~~		Our certificate of Amendment of Amended and Restated Certificate of Incorporation, dated June 9, 2000 (incorporated by reference to Exhibit 2.7 of our Current Report on Form 8-K, filed on June 16, 2000).
~~3.3~~		Our Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated August 23, 2001 (incorporated by reference to Exhibit 3.3 of our Registration Statement on Form S-3, Registration No. 333-66280, filed on July 30, 2001).
~~3.4~~		~~Our Amended and Restated By-laws dated August 1, 2000 (incorporated by reference to our Current Report on Form 8-K, filed July 11, 2001).~~
~~4.1~~		Rights Agreement dated as of April 18, 2000, between us and Continental Stock Transfer & Trust Company, which includes as exhibits the form of Right Certificates as Exhibit A, the Summary of Rights to Purchase Series A Junior Preferred Stock as Exhibit B and the form of Certificate of Designation of Series A Junior Preferred Stock of the Company as Exhibit C (incorporated by reference to our Registration Statement on Form 8-A, Registration No. 001-15839, filed April 19, 2000).
~~10.1~~		~~Our 2001 Incentive Plan adopted on July 11, 2001 (incorporated by reference to our Proxy Statement on Schedule 14A for the 2001 Annual Meeting of Stockholders filed on July 30, 2001).~~
~~10.2~~		~~Our 2001 Incentive Plan as amended through October 17, 2001.~~
~~10.3~~		~~Our 1999 Incentive Plan as amended through October 17, 2001.~~
~~10.4~~		~~Our 1998 Incentive Plan as amended through October 17, 2001.~~
~~10.5~~		~~Our 1991 Stock Option and Stock Award Plan as amended through October 17, 2001.~~

(b)

Reports on Form 8-K

1.1: We have filed a Form 8-K on October 4, 2001, reporting under "Item 5. Other Events" the acquisition of Treyarch Inventions LLC, under "Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits" and under "Item 9. Regulation FD Disclosure" the postponement of our proposed common stock offering.
1.2: We have filed a Form 8-K on January 18, 2002, reporting under "Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits" and "Item 9. Regulation FD Disclosure", the acquisition of Gray Matter Interactive Studios, Inc.

~~1.1~~		We have filed a Form 8-K on October 4, 2001, reporting under "Item 5. Other Events" the acquisition of Treyarch Inventions LLC, under "Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits" and under "Item 9. Regulation FD Disclosure" the postponement of our proposed common stock offering.
~~1.2~~		We have filed a Form 8-K on July 31, 2001, reporting under "Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits" and "Item 9. Regulation FD Disclosure", reaffirming our Fiscal 2002 and 2003 earnings guidance.
~~1.3~~		We have filed a Form 8-K on July 11, 2001, reporting under "Item 5. Other Events" and "Items 7. Financial Statements, Pro Forma Financial Statements and Exhibits" the adoption by the Board of Directors of certain amendments to our by-laws and the execution of new employment agreements with Kathy Vrabeck and Lawrence Goldberg.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~November 12, 2001~~February 13, 2002

ACTIVISION, INC.

/s/ WILLIAM J. CHARDAVOYNE

William J. Chardavoyne
Chief Financial Officer and Chief Accounting Officer

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FORM 10-Q
ACTIVISION, INC. AND SUBSIDIARIES INDEX
~~INDEX~~Part I. Financial Information.
Item 1. Financial Statements.
ACTIVISION, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
ACTIVISION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data)
ACTIVISION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
ACTIVISION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY For the ~~six~~nine months ended ~~September 30,~~December 31, 2001 (Unaudited) (In thousands)
~~ACTIIVION~~ACTIVISION, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements For the three and ~~six~~nine months ended ~~September 30,~~December 31, 2001 (Unaudited)
1. Basis of Presentation
2. Stock Split and Shelf Registration
3. Acquisitions
4. Recently Issued Accounting Standards
5. Goodwill and Other Intangible Assets—Adoption of SFAS No. 142
6. Prepaid Royalties and Capitalized Software Costs
7. Revenue Recognition
8. Interest Income (Expense)
9. Supplemental Cash Flow Information
10. Operations by Reportable Segments and Geographic Area
10. Computation of Earnings Per Share
11. Commitments
12. Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations—Three and Nine Months Ended December 31, 2001 and 2000
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Part II.—OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES