Blizzard 2011 Annual Report Download

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Innovation Drives Growth
2011 ANNUAL REPORT

Table of contents

  • Page 1
    Innovation Drives Growth 2011 ANNUAL REPORT

  • Page 2
    ... (2) RECORD DIVIDEND INCREASED 10% IN 2011 RECORD EARNINGS PER SHARE (2) RECORD ONLINE MONTHLY ACTIVE USERS IN DEC. 2011 Represents Non-GAAP revenues from subscriptions and memberships, licensing royalties, value-added services, downloadable content, digitally distributed products, and wireless...

  • Page 3
    ...BLIZZAR D, INC. Consistently Providing Innovative Entertainment Experiences BEST SELLING VIDEO GAME EVER IN A SINGLE YEAR 2011. ACTIVISION PUBLISHING'S LARGEST NEW IP LAUNCH EVER. #1 SUBSCRIPTION BASED MMORPG AS OF 12/31/11. ONE OF THE FASTEST GROWING PREMIUM ONLINE SERVICES EVER CREATED. PAGE...

  • Page 4

  • Page 5
    ACTIVISION BLIZZAR D, INC. Innovation Drove Record Earnings Per Share $0.92 $0.79 $0.69 $0.93 16% CAGR 2009-2011 220% CAGR 2009-2011 $0.33 $0.09 2009 2010 2011 2009 2010 2011 - GAAP EARNINGS PER SHARE - DILUTED - NON-GAAP EARNINGS PER SHARE (1) - DILUTED (1) Non-GAAP-for a full ...

  • Page 6

  • Page 7
    ACtIvISION BlIzzAR D, INC. Innovation Expanded Operating Margins to a New Record 27.9% 28.5% 25.8% 30.3% 450 BASIS POINT INCREASE 2,850 BASIS POINT INCREASE 10.5% (0.6%) 2009 2010 2011 2009 2010 2011 - GAAP OPERATING MARGINS - - NON-GAAP OPERATING MARGINS (1) - (1) Non-GAAP-for a full ...

  • Page 8

  • Page 9
    ACtIvISION BlIzzAR D, INC. Innovation Delivered Record Digital Revenues 34% 32% 29% 27% 32% 35% $ 1.64 BILLION $ 1.56 BILLION 2009 2010 2011 2009 2010 2011 - GAAP DIGITAL REVENUES - AS PERCENTAGE OF TOTAL - NON-GAAP DIGITAL REVENUES (1) - AS PERCENTAGE OF TOTAL (1) Non-GAAP-for a full...

  • Page 10

  • Page 11
    ACTIVISION BLIZZAR D, INC. Innovation Creates Shareholder value $ $ 3.3B 3.1B 3.5B FREE CASH FLOW(1) 2009-2011 CAPITAL RETURNED TO SHAREHOLDERS (2) 96% PAYOUT RATIO (3) 2009-2011 $ CASH AND INVESTMENTS (4) AS OF DECEMBER 31, 2011 (1) Free Cash Flow is a non-GAAP metric defined as Operating ...

  • Page 12
    Innovation Drives our Growth, Makes us Stronger than Ever

  • Page 13

  • Page 14
    ... to 2011, we have returned $3.1 billion to shareholders in the form of dividends and share repurchases. In 2011, we continued to invest in building our world-class entertainment brands by delivering great gaming experiences to our audiences. A few notable accomplishments this year: • Activision...

  • Page 15
    ... children's video game of the year and the best-selling new intellectual property launch in Activision's history, including interactive toy and accessory pack sales. Entertainment's World of Warcraft® maintained its leadership position as the largest subscription-based massively multiplayer online...

  • Page 16
    ... new IP launch in the company's history and in North America ranked as the #10 best-selling title in dollars, including accessory packs and figures for calendar 2011. By pairing world-class character design, world-class video game design and world-class storytelling into one entertainment experience...

  • Page 17
    ... close of business on March 16, 2011. On February 10, 2010, our Board of Directors declared a cash dividend of $0.15 per common share payable on April 2, 2010 to shareholders of record at the close of business on February 22, 2010. Future dividends will depend upon our earnings, financial condition...

  • Page 18
    ... the World of Warcraft gameplay); retail sales of physical "boxed" products; online download sales of PC products; and licensing of software to third-party or related party companies that distribute World of Warcraft and StarCraft. Activision Blizzard Distribution Activision Blizzard Distribution...

  • Page 19
    ... 2012, the Board of Directors declared a cash dividend of $0.18 per common share to be paid on May 16, 2012 to shareholders of record at the close of business on March 21, 2012. On February 3, 2011, our Board of Directors authorized a new stock repurchase program (the "2011 Stock Repurchase Program...

  • Page 20
    ... and sites owned by third parties). We also offer downloadable content as add-ons to our products (e.g., new multi-player content packs). Such digital online-delivered content is generally offered to consumers for a one-time fee. We also offer subscription-based services for World of Warcraft, which...

  • Page 21
    ...hardware units increased 13% year-over-year. Nintendo announced in June 2011 that they expect to release a new highdefinition version "next generation" console, the Wii U, during the 2012 holiday season. We continually monitor game console sales when managing our product delivery on each platform in...

  • Page 22
    ...Total net revenues ...4,755 Costs and expenses: Cost of sales-product costs ...1,134 Cost of sales-online subscriptions ...238 Cost of sales-software royalties and amortization ...218 Cost of sales-intellectual property licenses ...165 Product development...646 Sales and marketing ...545 General and...

  • Page 23
    ... do not aggregate operating segments. The CODM reviews segment performance exclusive of the impact of the change in deferred net revenues and related cost of sales with respect to certain of our online-enabled games, stock-based compensation expense, restructuring expense, amortization of intangible...

  • Page 24
    ...'s Board of Directors authorized a restructuring plan (the "2011 Restructuring") involving a focus on the development and publication of a reduced slate of titles on a going-forward basis, including the discontinuation of the development of music-based games, the closure of the related business unit...

  • Page 25
    ... prior year. Blizzard's net revenues increased for 2010 as compared to 2009 primarily as a result of The release of World of Warcraft: Cataclysm in the fourth quarter of 2010; The release of StarCraft II: Wings of Liberty in the third quarter of 2010; Growth in sales of value-added services related...

  • Page 26
    ... launch of World of Warcraft: Wrath of the Lich King in China in August 2010. Distribution's net revenues increased in 2011 as compared to 2010, primarily due to additional customer sales opportunities in the U.K. and benefits from foreign exchange as compared to prior year. Distribution's net...

  • Page 27
    ... the third quarter of 2010; An increase in sales of value-added services related to World of Warcraft; and The China region business being back "on line" for full year of 2010 and the successful launch of World of Warcraft: Wrath of the Lich King in China in August 2010. • • Non-GAAP Financial...

  • Page 28
    ... of Operations-Years Ended December 31, 2011, 2010, and 2009 Non-GAAP Financial Measures We currently define digital online channels-related sales as revenues from subscriptions and memberships, licensing royalties, value-added services, downloadable content, digitally distributed products, and...

  • Page 29
    ... 2 during the year, the release of World of Warcraft: Cataclysm and StarCraft II: Wings of Liberty in the fourth and third quarters of 2010, respectively, and higher revenues from sales of World of Warcraft's value-added services. The increase in consolidated net revenues in Asia Pacific was also...

  • Page 30
    successful launch of World of Warcraft: Wrath of the Lich King in China in August 2010. The increase in consolidated net revenues for North America was partially offset by the impact of fewer titles released in 2010 and the weaker sales of games in the music and casual genres. Consolidated net ...

  • Page 31
    ... 2011 as compared to 2010. Net revenues from online subscriptions decreased slightly in 2010 as compared to 2009, primarily as a result of lower deferred and boxed revenue recognized in 2010 due to the timing of expansion pack releases by Blizzard. While the World of Warcraft: Wrath of the Lich King...

  • Page 32
    ...change in business mix for products with fewer hardware peripherals, and accordingly lower product costs; A greater share of revenues generated by the Blizzard segment, which has a lower overall cost of sales; and Lower intellectual property license expenses due to weaker sales of games in the music...

  • Page 33
    .... This increase in product development expense was partially offset by lower stock-based compensation expense and the benefits realized from headcount reductions at certain Activision studios, primarily in the first quarter of 2010, to align the Company's resources with its product slate. Sales and...

  • Page 34
    ... 3, 2011, the Company's Board of Directors authorized the 2011 Restructuring, which involved a focus on the development and publication of a reduced slate of titles on a going-forward basis, including the discontinuation of the development of music-based games, the closure of the related business...

  • Page 35
    ...earnings taxed at lower rates in foreign jurisdictions, recognition of federal and California research and development credits, the federal domestic production deduction and a favourable impact from discrete items recognized in connection with the filing of our 2010 tax returns. In 2010, the company...

  • Page 36
    ... receivables generated by the sale of our products and digital and subscription revenues, partially offset by payments to vendors for the manufacture, distribution and marketing of our products, payments to third-party developers and intellectual property holders, tax liabilities, and payments to...

  • Page 37
    ... equipment, the development, production, marketing and sale of new products, the provision of customer service for our subscribers, the acquisition of intellectual property rights for future products from third parties, and to fund our stock repurchase program and dividends. As of December 31, 2011...

  • Page 38
    ... sold together with physical "boxed" software) and our sales of World of Warcraft boxed products, expansion packs and value-added services, each of which is considered with the related subscription services for these purposes. Our assessment of deliverables and units of accounting does not change...

  • Page 39
    ... recognized. Cost of sales includes manufacturing costs, software royalties and amortization, and intellectual property licenses. We recognize revenues from World of Warcraft boxed product, expansion packs and value-added services, in each case with the related subscription service revenue, ratably...

  • Page 40
    ... respect to open and/or future invoices. The conditions our customers must meet to be granted the right to return products or price protection include, among other things, compliance with applicable trading and payment terms, and consistent return of inventory and delivery of sell-through reports to...

  • Page 41
    ...multiple years, we also assess the recoverability of capitalized intellectual property license costs based on certain qualitative factors, such as the success of other products and/or entertainment vehicles utilizing the intellectual property, whether there are any future planned theatrical releases...

  • Page 42
    ... projected future cash flows, risk-adjusted discount rates based on our weighted average cost of capital, and future economic and market conditions. These estimates and assumptions have to be made for each reporting unit evaluated for impairment. Our estimates for market growth, our market share...

  • Page 43
    ... variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. For a detailed discussion of the application of these and other accounting policies see Note 2 of the Notes...

  • Page 44
    ... rates, foreign currency exchange rates and market prices. 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. Revenues and related expenses generated...

  • Page 45
    ...disclosed in our reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as...

  • Page 46
    ... consolidated balance sheets and the related consolidated statements of operations, changes in shareholders' equity and cash flows, present fairly, in all material respects, the financial position of Activision Blizzard, Inc. and its subsidiaries at December 31, 2011 and 2010, and the results of...

  • Page 47
    ...) Shareholders' equity: Common stock, $0.000001 par value, 2,400,000,000 shares authorized, 1,133,391,371 and 1,382,479,839 shares issued at December 31, 2011 and 2010, respectively ...Additional paid-in capital ...Less: Treasury stock, at cost, 0 and 199,159,987 shares at December 31, 2011 and 2010...

  • Page 48
    ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in millions, except per share data) For the Years Ended December 31, 2011 2010 2009 Net revenues Product sales ...Subscription, licensing, and other revenues...Total net revenues ...Costs and expenses Cost of ...

  • Page 49
    ... stock rights ...Stock-based compensation expense related to employee stock options and restricted stock rights ...Return of capital to Vivendi related to taxes (see Note 15) ...Dividends ($0.15 per common share) ...Shares repurchased (see Note 19) ...Balance at December 31, 2010 ...Components...

  • Page 50
    ... of common stock to employees ...54 Repurchase of common stock ...(692) Dividends paid ...(194) Excess tax benefits from stock option exercises ...24 Net cash used in financing activities ...(808) Effect of foreign exchange rate changes on cash and cash equivalents ...(57) Net increase (decrease...

  • Page 51
    ... the World of Warcraft gameplay); retail sales of physical "boxed" products; online download sales of PC products; and licensing of software to third-party or related party companies that distribute World of Warcraft and StarCraft II®. (iii) Activision Blizzard Distribution Activision Blizzard...

  • Page 52
    ... all money market funds and highly liquid investments with maturities of three months or less at the time of purchase to be "Cash and cash equivalents". Investment Securities Investments designated as available-for-sale securities are carried at fair value, which is based on quoted market prices for...

  • Page 53
    ...completed and tested product design and working model. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established. For products where proven technology exists, this may occur early in the development cycle. Technological feasibility...

  • Page 54
    ...multiple years, we also assess the recoverability of capitalized intellectual property license costs based on certain qualitative factors, such as the success of other products and/or entertainment vehicles utilizing the intellectual property, whether there are any future planned theatrical releases...

  • Page 55
    ... sold together with physical "boxed" software) and our sales of World of Warcraft boxed products, expansion packs and value-added services, each of which is considered with the related subscription services for these purposes. Our assessment of deliverables and units of accounting does not change...

  • Page 56
    ... are recognized. Cost of sales includes manufacturing costs, software royalties and amortization, and intellectual property licenses costs. We recognize revenues from World of Warcraft boxed product, expansion packs and value-added services, in each case with the related subscription service revenue...

  • Page 57
    ... respect to open and/or future invoices. The conditions our customers must meet to be granted the right to return products or price protection include, among other things, compliance with applicable trading and payment terms, and consistent return of inventory and delivery of sales reporting to us...

  • Page 58
    ...market conditions change or if management makes different judgments or utilizes different estimates in determining the allowances for returns and price protection. For example, a 1% change in our December 31, 2011 allowance for sales returns, price protection and other allowances would have impacted...

  • Page 59
    ...and actual and projected employee stock option exercise behaviors. We generally determine the fair value of restricted stock rights (including restricted stock units, restricted stock awards, and performance shares) based on the closing market price of the Company's common stock on the date of grant...

  • Page 60
    ...At December 31, 2011 Amortized cost Fair Value Short-term investments: Available-for-sale investments: U.S. treasuries and government agency securities ...Restricted cash ...Total short-term investments ...Long-term investments: Available-for-sale investments: Auction rate securities held through...

  • Page 61
    ... classified as available-for-sale at December 31, 2011 (amounts in millions): At December 31, 2011 Amortized cost Fair Value U.S. government agency securities due in 1 year or less ...Due after ten years ... $344 17 $361 $344 16 $360 6. Software development and intellectual property licenses The...

  • Page 62
    ... of the Company authorized a restructuring plan (the "2011 Restructuring") involving a focus on the development and publication of a reduced slate of titles on a going-forward basis, including the discontinuation of the development of music-based games, the closure of the related business unit and...

  • Page 63
    ... definite-lived intangible assets: License agreements ...3 - 10 years Game engines ...2 - 5 years Internally developed franchises ...11 - 12 years Distribution agreements ...4 years Acquired indefinite-lived intangible assets: Activision trademark...Indefinite Acquired trade names ...Indefinite...

  • Page 64
    ...The gross carrying amount as of December 31, 2011 in the tables above reflect a new cost basis for license agreements, game engines and internally developed franchises due to impairment charges for the year ended December 31, 2010. The new cost basis includes the original gross carrying amount, less...

  • Page 65
    ... reviews segment performance exclusive of the impact of the change in deferred net revenues and related cost of sales with respect to certain of our online-enabled games, stock-based compensation expense, restructuring expense, amortization of intangible assets and purchase price accounting related...

  • Page 66
    ...755 $4,447 $4,279 * Revenue from online subscriptions consists of revenue from all World of Warcraft products, including subscriptions, boxed products, expansion packs, licensing royalties, and value-added services. Long-lived assets by geographic region at December 31, 2011, 2010, and 2009 were as...

  • Page 67
    ... benefit...Research and development credits ...Domestic production activity deduction ...Foreign rate differential ...Change in valuation allowance ...Change in tax reserves ...Foreign withholding tax ...Foreign tax credits ...Shortfall from employee stock option exercises ...Return to provision...

  • Page 68
    As of December 31, 2011 2010 Deferred tax assets: Reserves and allowances ...Allowance for sales returns and price protection ...Inventory reserve ...Accrued expenses ...Deferred revenue ...Tax credit carryforwards ...Net operating loss carryforwards ...Stock-based compensation ...Foreign deferred ...

  • Page 69
    ... for the payment of U.S. and certain non-U.S. income taxes that are required to be paid to tax authorities on a stand-alone Activision Blizzard basis. In the event that Activision Blizzard joins Vivendi in the filing of a group tax return, Activision Blizzard will pay its share of the tax liability...

  • Page 70
    ... Instruments Inputs Inputs (Level 1) (Level 2) (Level 3) As of December 31, 2011 Balance Sheet Classification Financial assets: Money market funds ...U.S. treasuries with original maturities of three months or less ...U.S. treasuries and government agency securities ...ARS held through...

  • Page 71
    ... Inputs Inputs Instruments (Level 1) (Level 2) (Level 3) Balance Sheet Classification Financial assets: Money market funds ...U.S. treasuries and foreign government bonds with original maturities of the three months or less ...U.S. treasuries and government agency securities ...ARS held through...

  • Page 72
    ... value during in the quarter ended December 31, 2010 within our Activision operating segment. The write down resulted in impairment charges of $67 million, $9 million and $250 million to license agreements, game engines and internally developed franchises intangible assets, respectively (see Note 11...

  • Page 73
    ... course of business, we enter into contractual arrangements with third parties for non-cancelable operating lease agreements for our offices, for the development of products, and for the rights to intellectual property. Under these agreements, we commit to provide specified payments to a lessor...

  • Page 74
    ... our subsidiaries or business units or other factors designated by the Compensation Committee, as well as incentive bonuses, for the purpose of providing incentives and rewards for performance to the directors, officers, and employees of, and consultants to, Activision Blizzard and its subsidiaries...

  • Page 75
    ... Plan, the exercise price for the options must be equal to or greater than the closing price per share of our common stock on the date the award is granted, as reported on NASDAQ. At December 31, 2011, 102 million shares of our common stock were available for issuance under the 2008 Plan. The number...

  • Page 76
    ...of stock-based payment awards at the grant date depends upon the accuracy of the model and our ability to accurately forecast model inputs as long as ten years into the future. These inputs include, but are not limited to, expected stock price volatility, risk-free rate, dividend yield, and employee...

  • Page 77
    ... the Years Ended December 31, 2011 2010 2009 Cost of sales-software royalties and amortization ...Product development ...Sales and marketing ...General and administrative ...Restructuring...Stock-based compensation expense before income taxes ...Income tax benefit ...Total stock-based compensation...

  • Page 78
    ... equivalent payments of $2 million related to this cash dividend to the holders of restricted stock units. On February 10, 2010, Activision Blizzard's Board of Directors declared a cash dividend of $0.15 per common share payable on April 2, 2010 to shareholders of record at the close of business on...

  • Page 79
    ... of operations. Others Activision Blizzard has entered into various transactions and agreements, including cash management services, investor agreement, tax sharing agreement, and music royalty agreements with Vivendi and its subsidiaries and affiliates. Effective July 23, 2010, we terminated our...

  • Page 80
    ...impact on the consolidated financial statements. 24. Subsequent events Repurchase Program. On February 2, 2012, our Board of Directors authorized a new stock repurchase program under which we may repurchase up to $1 billion of our common stock, on terms and conditions to be determined by the Company...

  • Page 81
    ... be incorporated by reference into any filing of Activision Blizzard Inc. under the Exchange Act or the Securities Act of 1933, as amended. The graph below matches the cumulative 69-month total return of holders of our common stock with the cumulative total returns of the NASDAQ Composite index and...

  • Page 82
    ... indicative of future stock price performance. Cash Dividends On February 9, 2012, our Board of Directors declared a cash dividend of $0.18 per common share payable on May 16, 2012 to shareholders of record at the close of business on March 21, 2012. On February 9, 2011, our Board of Directors...

  • Page 83
    ... the 2011 Stock Repurchase Program, included in this column are transactions under the Company's equity compensation plans involving the delivery to the Company of an aggregate of 94,550 shares of our common stock, with an average value of $10.92 per share as of the date of delivery, to satisfy tax...

  • Page 84
    ... fact and include, but are not limited to: (1) projections of revenues, expenses, income or loss, earnings or loss per share, cash flow or other financial items; (2) statements of our plans and objectives, including those relating to product releases; (3) statements of future economic performance...

  • Page 85
    ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES SUPPLEMENTAL FINANCIAL INFORMATION (Amounts in millions) Three Months Ended December 31, 2009 Cash Flow Data Operating Cash Flow Operating Cash Flow - TTM1 Capital Expenditures Capital Expenditures - TTM1 Non-GAAP Free Cash Flow2 Non-GAAP Free Cash Flow - ...

  • Page 86
    ... revenues presented also represents our total operating segment net revenues. * Net revenues from digital online channel represent revenues from subscriptions and memberships, licensing royalties, value-added services, downloadable content, digitally distributed products, and wireless devices.

  • Page 87
    ...238 $ 218 $ 165 $ 646 $ 545 $ 456 Cost of Sales Product Costs Cost of Sales Online Subscriptions Sales and Marketing General and Administrative Cost of Sales Cost of Sales Software Royalties Intellectual Product and Amortization Property Licenses Development Restructuring $ 25 (25) $ - Total...

  • Page 88
    ...325 Net Revenues Cost of Sales Cost of Sales Cost of Sales - Online Software Royalties Product Costs Subscriptions and Amortization Product Development Sales and Marketing General and Administrative $ Cost of Sales Intellectual Property Licenses Impairment of Total Costs Intangible and Assets...

  • Page 89
    ... Licenses Development Marketing Administrative Assets structuring Expenses 23 (23) $ $ 4,305 114 (154) (9) (47) (259) (409) $ 3,541 GAAP Measurement Less: Net effect from deferral in net revenues and related cost of sales Less: Stock-based compensation Less: Results of Activision Blizzard...

  • Page 90
    ...from online subscriptions consists of revenue from all World of Warcraft products, including subscriptions, boxed products, expansion packs, licensing royalties, and value-added services. It also includes revenues from Call of Duty Elite memberships. ^ Downloadable content and their related revenues...

  • Page 91
    ... 31, 2010 Amount % of Total $ Increase (Decrease) (4) 247 65 308 % Increase (Decrease) -% 14 22 7 GAAP Net Revenues by Geographic Region North America Europe Asia Pacific Total consolidated GAAP net revenues Change in Deferred Net Revenues (1) North America Europe Asia Pacific Total changes in...

  • Page 92
    ...(i) Activision Publishing ("Activision") - publishes interactive entertainment products and contents. (ii) Blizzard - Blizzard Entertainment, Inc. and its subsidiaries ("Blizzard") publishes PC games and online subscription-based games in the MMORPG category. (iii) Activision Blizzard Distribution...

  • Page 93
    ... Legal Officer, Activision Blizzard Ann E. Weiser Chief Human Resources Officer, Activision Blizzard Transfer Agent Continental Stock transfer & trust Company 17 Battery Place New York, New York 10004 (800) 509-5586 Auditor PricewaterhouseCoopers llP los Angeles, California Corporate Headquarters...

  • Page 94
    3100 OCEAN PARK BOULEVARD SANTA MONICA, CALIFORNIA 90405 T: (310) 255-2000 F: (310) 255-2100 WWW.ACTIVISIONBLIZZARD.COM