Activision 2009 Annual Report Download

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2010 ANNUAL REPORT

Table of contents

  • Page 1
    2 010 A N N UA L R E P ORT

  • Page 2
    ... Year PROV EN BR A NDS, GLOBA L R E ACH, A ND ONLINE LE A DER SHIP First Operating margin* Earnings per share* Billion in operating cash flow Billion in total cash and investments, no debt ever cash dividend * Non-GAAP-For a full reconciliation see tables at the end of the annual report...

  • Page 3
    ...L CH A NNELS* $ %+ Growth .B+ Revenues Operating Margin %+    *Represents Non-GAAP revenues from subscriptions and licensing royalties, value added services, downloadable content, digitally distributed products, and wireless devices. 

  • Page 4

  • Page 5
    ...Blizzard Entertainment's World of Warcraft is the #1 subscription-based Massively Multiplayer Online Role-Playing Game Worldwide* 12M+ Subscribers 3/2005 11/2005 7/2007 10/2008 10/2010 *# ranking and chart based on internal company records, public data, and/or reports from key distribution...

  • Page 6

  • Page 7
    ... Profitability CALL OF DUTY® Activision Publishing's Call of Duty is the # selling third-party console and PC franchise of all time* $ .B + Revenues         *# ranking in $s, based...

  • Page 8
    ...#1 publisher overall, all time highest retail share (1) Biggest year ever in Asia Pacific ® Largest entertainment launch in history (2) ® #1 Best-selling video game of all time (3) Fastest-selling strategy game of all time (4) Biggest year in franchise history (5) Fastest-selling PC game of...

  • Page 9
    ... our products and services to new markets around the world. Yet, we are generating more cash than we can find good uses for. As a result, in 2010, we became the first company in our industry to issue a dividend and we repurchased nearly $1 billion of our stock, bringing our two-year share buyback...

  • Page 10
    ... and interests of our audiences. Over time, our ability to do so has been reflected in our shareholder returns. Since 1991, when the company was insolvent and Brian Kelly and I bought control of Activision, we have kept our plan simple and our focus sharp. Over the last 20 years, we have doubled our...

  • Page 11
    ...9 million units of full-game retail sales and online downloads, with each posting record launch sales figures. In 2010, Blizzard Entertainment's World of Warcraft, remained the #1 subscription-based massively multiplayer online role-playing game, with over 12 million subscribers worldwide. Last year...

  • Page 12
    ...R EPORT genre by selling over 3 million units in its first month and nearly 4.5 million units between its July 27, 2010 launch and the end of last year. Blizzard continues to strengthen its brand and delight its audiences. Activision Publishing and our wholly owned Treyarch studio released the next...

  • Page 13
    ... to license agreements, game engines and internally developed franchise intangible assets, respectively. Stock Split-In July 2008, the Board of Directors approved a two-for-one split of our outstanding shares of common stock effected in the form of a stock dividend ("the split"). The stock dividend...

  • Page 14
    ... PC platform through internally developed franchises and license agreements. Activision currently offers games that operate on the Sony Computer Entertainment, Inc. ("Sony") PlayStation 3 ("PS3"), Nintendo Co. Ltd. ("Nintendo") Wii ("Wii"), and Microsoft Corporation ("Microsoft") Xbox 360 ("Xbox 360...

  • Page 15
    ... core games with online functionality, such as Call of Duty: Black Ops, have continued to trend upwards and have gained share. According to the same information sources, first-person action genres increased retail share by 29% in 2010 as compared to 2009 in North America and Europe, collectively...

  • Page 16
    ... year 2011, Activision Publishing released Call of Duty: Black Ops First Strike, the first add-on map pack for Call of Duty: Black Ops. The map pack launched on Xbox Live on February 1, 2011 and will be available on PS3 and the PC later in the quarter. International Operations International sales...

  • Page 17
    ... 2010 compared to 2009, our sales through digital channels grew year-over-year. Current Generation of Game Consoles The current generation of game consoles began with Microsoft's launch of the Xbox 360 in 2005, and continued in 2006 when Sony and Nintendo launched the PS3 and the Wii, respectively...

  • Page 18
    ...2010 and has not yet announced a launch date for its next global release, we are currently assuming two fewer titles from Blizzard in 2011 and, accordingly, lower revenues. Consolidated Statements of Operations Data Note-The historical financial statements prior to July 10, 2008 are those of Vivendi...

  • Page 19
    ... Represents Non-Core activities, which are legacy Vivendi Games' divisions or business units that we have exited, divested or wound down as part of our restructuring and integration efforts as a result of the Business Combination. Prior to July 1, 2009, Non-Core activities were managed as a stand...

  • Page 20
    ... in 2009 and weaker sales of games in the music and casual genres. In 2010, Activision released twelve key titles compared to the release of sixteen key titles in 2009; and Blur and Singularity, two new intellectual properties that were released in the second quarter of 2010, had only limited market...

  • Page 21
    ...but not in 2008. Segment Income from Operations Activision Activision's operating income decreased in 2010 as compared to 2009, primarily due to the following Release of fewer key titles in 2010 than in 2009 and weaker sales of games in the music and casual genres; Limited market success of two new...

  • Page 22
    ...2009, primarily due to Release of World of Warcraft: Cataclysm in the fourth quarter of 2010 and StarCraft II: Wings of Liberty in the third quarter of 2010; Increase in sales of value-added services related to World of Warcraft; and The China region business being back online for full year of 2010...

  • Page 23
    ...revenues and income from operations are as follows: Pro forma Activision Segment Net Revenues Activision's net revenues decreased for 2010 as compared to 2009, primarily due to the: � Release of fewer key titles in 2010 than in 2009 and weaker sales of games in the music and casual genres; and 11

  • Page 24
    ... certain administrative functions in the first quarter of 2010. Activision's operating income increased in 2009 as compared to 2008, primarily due to Strong performance of Call of Duty: Modern Warfare 2, which was released in November 2009; The change in business mix, with fewer sales of hardware...

  • Page 25
    ... increase in the fair value of Activision, Inc.'s unvested stock awards at the closing date of the Business Combination ($59 million for the year ended December 31, 2008). Pro forma adjustments are shown net of tax using an assumed combined federal and state statutory tax rate of 39.4%. Represents...

  • Page 26
    ... third quarters of 2010, respectively, as well as higher revenues from sales of World of Warcraft's value-added services. The increase in consolidated net revenues in Asia Pacific was also attributable to the China region business being back online for the full year of 2010 and its continued growth...

  • Page 27
    ...and value-added services in the fourth quarter of 2010. Consolidated net revenues increased in all regions in 2009 as compared to 2008, primarily due to the post-Business Combination net revenues consisting of $690 million in North America, $507 million in Europe and $54 million in Asia Pacific from...

  • Page 28
    ... revenues from sales of World of Warcraft's value-added services. Net revenues from PC and other increased in 2010 as compared to 2009, primarily as a result of the release of StarCraft II: Wings of Liberty. Net revenues from Sony PlayStation 3 and Microsoft Xbox 360 increased in 2010 as compared...

  • Page 29
    ...made by Blizzard for improved levels of customer service. � These factors were partially offset by a change in business mix with lower cost of sales resulting from our shift to selling more software versus hardware, and selling more of our owned titles than affiliated titles. Product Development...

  • Page 30
    For 2010, product development costs increased as compared to 2009, mainly due to the write off of capitalized software development costs of cancelled titles, primarily a Guitar Hero title that had been planned for 2011 and True Crime: Hong Kong. This increase in product development expense was ...

  • Page 31
    ... the year ended December 31, 2010. In the fourth quarter of 2009, we recorded impairment charges of $24 million, $12 million and $373 million to license agreements, game engines and internally developed franchises intangible assets, respectively, for 2009 within our Activision segment. Restructuring...

  • Page 32
    ... and California research and development credits and IRC 199 domestic production deductions. The federal research credit was reinstated in December 2010 for tax years January 1, 2010December 31, 2011. For 2010, our effective tax rate of 15% differs from the effective tax rate for 2009, primarily...

  • Page 33
    ...program. 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 February 22, 2010. On April 2, 2010, we made an aggregate cash dividend payment of $187 million to...

  • Page 34
    ... primarily for computer hardware and software purchases and various corporate projects. Commitments In the normal 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...

  • Page 35
    ... business units prepare quarterly reports regarding their current quarter operational performance, future trends, subsequent events, internal controls, changes in internal controls and other accounting and disclosure relevant information. These quarterly reports are reviewed by certain key corporate...

  • Page 36
    ...; console hardware life cycle; sales force and retail customer feedback; industry pricing; weeks of on-hand retail channel inventory; absolute quantity of on-hand retail channel inventory; our warehouse onhand inventory levels; the title's recent sell-through history (if available); marketing trade...

  • Page 37
    ... one year. We evaluate the future recoverability of capitalized software development costs and intellectual property licenses on a quarterly basis. For products that have been released in prior periods, the primary evaluation criterion is actual title performance. For products that are scheduled to...

  • Page 38
    ... requires the use of financial models, which require us to make various estimates including, but not limited to (1) the potential future cash flows for the asset, liability or equity instrument being measured, (2) the timing of receipt or payment of those future cash flows, (3) the time value of...

  • Page 39
    ... include long-term growth rates and operating margins used to calculate projected future cash flows, riskadjusted 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...

  • Page 40
    ... value are reported in investment and other income, net and general and administrative expense in the consolidated statements of operations. The gross notional amount of outstanding foreign exchange swaps was $138 million and $120 million at December 31, 2010 and 2009, respectively. A pre-tax net...

  • Page 41
    ... independent registered public accounting firm, as stated in their report included in this Annual Report. Changes in Internal Control Over Financial Reporting. There have not been any changes in our internal control over financial reporting during the most recent fiscal quarter that have materially...

  • Page 42
    ... on these financial statements, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform...

  • Page 43
    ...current liabilities ...Deferred income taxes, net ...Other liabilities ...Total liabilities ...Commitments and contingencies (Note 18) Shareholders' equity: Common stock, $0.000001 par value, 2,400,000,000 shares authorized, 1,382,479,839 and 1,364,117,675 shares issued at December 31, 2010 and 2009...

  • Page 44
    ... Years Ended December 31, 2009 2008 2010 Net revenues Product sales ...Subscription, licensing, and other revenues ...Total net revenues ...Costs and expenses Cost of sales-product costs ...Cost of sales-massively multi-player online role-playing game ("MMORPG") ...Cost of sales-software royalties...

  • Page 45
    ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY For the Years Ended December 31, 2010, 2009, and 2008 (Amounts and shares in millions) Net Payable to Vivendi $77 (77 Retained Earnings (Accumulated Deficit) $(367) - (107 474) 113 - Accumulated ...

  • Page 46
    ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in millions) For the Years Ended December 31, 2010 2009 2008 Cash flows from operating activities: Net income (loss) ...Adjustments to reconcile net income (loss) to net cash provided by operating activities: ...

  • Page 47
    .... is a worldwide online, personal computer ("PC"), console, handheld, and mobile game publisher of interactive entertainment. The terms "Activision Blizzard," the "Company," "we," "us," and "our" are used to refer collectively to Activision Blizzard, Inc. and its subsidiaries. Based upon our current...

  • Page 48
    ... United States, Canada, the United Kingdom ("U.K."), France, Germany, Ireland, Italy, Spain, Australia, Sweden, South Korea, China and the Netherlands. Activision Blizzard's Non-Core Exit Operations Activision Blizzard's non-core exit operations ("Other" or "Non-Core") represent legacy Vivendi Games...

  • Page 49
    ... fair value, with fair values estimated based on quoted market prices or estimated based on quoted market prices of financial instruments with similar characteristics. Both short-term and long-term ARS are carried at fair value, with fair values estimated using an income-approach model (specifically...

  • Page 50
    ... equivalent agencies in overseas jurisdictions, at these financial institutions. Our customer base includes retail outlets and distributors, including mass-market retailers, consumer electronics stores, discount warehouses, and game specialty stores in the United States and countries worldwide. We...

  • Page 51
    ... one year. We evaluate the future recoverability of capitalized software development costs and intellectual property licenses on a quarterly basis. For products that have been released in prior periods, the primary evaluation criterion is actual title performance. For products that are scheduled to...

  • Page 52
    ... quarter of 2009, we recorded impairment charges of $24 million, $12 million and $373 million to license agreements, game engines and internally developed franchises intangible assets, respectively. (See Note 12 of the notes to consolidated financial statements) Revenue Recognition Product Sales...

  • Page 53
    ...in Asia is recognized upon usage of the time packages sold. Value-added service revenues associated with subscriptions are recognized ratably over the estimated service periods. Licensing Revenues Third-party licensees in Russia, China and Taiwan distribute and host Blizzard's World of Warcraft game...

  • Page 54
    ... of cash, provided the license period has begun. Allowances for Returns, Price Protection, Doubtful Accounts, and Inventory Obsolescence We closely monitor and analyze the historical performance of our various titles, the performance of products released by other publishers, market conditions, and...

  • Page 55
    ... time the related ad is run. Advertising expenses for the years ended December 31, 2010, 2009, and 2008 were $332 million, $366 million, and $241 million, respectively, and are included in sales and marketing expense in the consolidated statements of operations. Income Taxes We account for income...

  • Page 56
    ... stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Prior to the Business Combination, Vivendi Games had equity incentive plans that were equity-settled and cashsettled. Vivendi Games used a binomial model to assess the value...

  • Page 57
    ... long term assets ...Estimated useful life Amount $1,192 221 64 62 129 Intangible Assets: License agreements ...Developed software ...Game engines ...Internally developed franchises ...Retail customer relationships ...Favorable leases ...Distribution agreements...Activision trade name ...Goodwill...

  • Page 58
    ... of our cash and cash equivalents with original maturities of three months or less at the date of purchase (amounts in millions): At December 31, 2010 2009 Cash ...Time deposits ...Money market funds ...U.S. treasuries and foreign government bonds ...Cash and cash equivalents ...6. Investments...

  • Page 59
    ...- and long-term investments classified as available-for-sale at December 31, 2010 (amounts in millions): At December 31, 2010 Amortized cost Fair Value U.S. government agency securities due in 1 year or less...Due after ten years...Trading Investments $672 27 $699 $672 23 $695 In 2008, prior to...

  • Page 60
    ... in millions): At December 31, 2010 At December 31, 2009 Internally developed software costs ...Payments made to third-party software developers ...Total software development costs ...Intellectual property licenses ... $142 60 $202 $73 $182 52 $234 $83 Amortization, write-offs and impairments of...

  • Page 61
    ... 31, December 31, 2010 2009 2010 2009 2008 Activision ...Distribution...Total operating segments .. Other* ...Total ...* $2 - 2 - $2 $9 - 9 - $9 $3 - 3 - $3 $2 3 5 18 $23 $2 - 2 91 $93 Represents Non-Core activities, which are legacy Vivendi Games' divisions or business units that we have...

  • Page 62
    ... deduction did exceed the fair value of those options, the tax benefit is credited to accumulated paid in capital. At December 31, 2010, 2009 and 2008, the gross goodwill and accumulated impairment losses by reporting unit are as follows: Activision Blizzard's core operations Balance at December 31...

  • Page 63
    ... 2008, respectively. The gross carrying amount as of December 31, 2010 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, 2009. The new cost basis includes the original gross...

  • Page 64
    ... rate. Based on this analysis, we recorded impairment charges of $67 million, $9 million and $250 million to license agreements, game engines and internally developed franchises intangible assets, respectively, for the year ended December 31, 2010 within our Activision segment. Similarly in 2009...

  • Page 65
    ... 31, 2010, 2009, and 2008 is based on the location of the selling entity. Net revenues from external customers by geographic region were as follows (amounts in millions): Years Ended December 31, 2009 2008 2010 Net revenues by geographic region: North America ...Europe ...Asia Pacific ...Total...

  • Page 66
    ... financial statements and notes thereto, including all share and per share data, have been restated as if the split had occurred as of the earliest period presented. On July 9, 2008, Vivendi obtained control of Activision, Inc. through acquisition of the majority of the outstanding common stock...

  • Page 67
    ... rate and the income tax expense (benefit) (the effective tax rate) for each of the years are as follows: 2010 For the Years Ended December 31, 2009 2008 Federal income tax provision at statutory rate ...State taxes, net of federal benefit ...Research and development credits ...Domestic production...

  • Page 68
    ... for accounting purposes and the amounts used for income tax purposes. The components of the net deferred tax assets (liabilities) are as follows (amounts in millions): As of December 31, 2010 2009 Deferred tax assets: Reserves and allowances ...Allowance for sales returns and price protection...

  • Page 69
    ... Vivendi for any tax liability imposed on Vivendi (or any of its subsidiaries) due to Activision Blizzard's failure to pay any taxes it owes under the Tax Sharing Agreement. Prior to the Business Combination, Vivendi Games' income taxes are presented in the financial statements as if Vivendi Games...

  • Page 70
    ... means they are so measured at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date (amounts in millions): Fair Value Measurements at December 31, 2010 Using Quoted Prices in Active Markets for...

  • Page 71
    ...number of shares of our common stock based on the average of the closing prices on each of the five business days immediately preceding issuance of the shares. When estimating the fair value, we considered our projection of revenues from the related titles under the earn-out provisions. For the year...

  • Page 72
    ... written down to their fair 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...

  • Page 73
    ... agreements, game engines and internally developed franchises intangible assets, respectively, in the quarter ended December 31, 2009 within our Activision operating segment. The tables below present intangible assets that were measured at fair value on a non-recurring basis at December 31, 2010...

  • Page 74
    .... In addition, 38 current and former employees of Infinity Ward filed a complaint against the Company in Los Angeles Superior Court on April 27, 2010 (Alderman et al. v. Activision Publishing, Inc. et al). An amended complaint was filed on July 8, 2010, which added seven additional plaintiffs. On...

  • Page 75
    ...under the terms of the 2008 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. Upon the effective date of the 2008 Plan, we ceased to make awards under the following equity...

  • Page 76
    ... amount in cash eighteen months after the closing upon the terms and subject to the conditions set forth in the BEP and in the Business Combination Agreement, including continued employment through the payment date. The determination of the value of Blizzard shares upon a change in control was equal...

  • Page 77
    ... value at grant date using the binomial-lattice model: For the Year Ended December 31, 2010 Employee and director options For the Year Ended For the Year Ended December 31, 2009 December 31, 2008 Expected life (in years) ...Risk free interest rate ...Volatility ...Dividend yield ...Weighted-average...

  • Page 78
    .... Income tax benefit from stock option exercises was $36 million, $85 million, and $22 million for the years ended December 31, 2010, 2009, and 2008, respectively. Non-Plan Employee Stock Options Granted to Executives In connection with prior employment agreements between Activision, Inc. and Robert...

  • Page 79
    ... stock rights awarded by Activision, Inc. or Activision Blizzard, awards made to our employees under the BEP, and awards made to our employees under the Vivendi corporate plans described below included in our consolidated statements of operations for the years ended December 31, 2010, 2009, and 2008...

  • Page 80
    ... 22, 2010, the Company made dividend equivalent payments of $2 million related to this cash dividend to the holders of restricted stock units. On February 9, 2011, our Board of Directors approved a cash dividend of $0.165 per share to be paid on May 11, 2011 to shareholders of record at the close of...

  • Page 81
    ... statements of operations as general and administrative expense. For the year ended December 31, 2008, a management fee of approximately $1 million was allocated to Vivendi Games from Vivendi for insurance, share-employee costs and other general corporate support functions incurred on Vivendi Games...

  • Page 82
    ...Board of Directors approved a cash dividend of $0.165 per common share to be paid on May 11, 2011 to shareholders of record at the close of business on March 16, 2011. 26. Quarterly Financial and Market Information (Unaudited) For the Quarters Ended December 31, September 30, June 30, March 31, 2010...

  • Page 83
    Net revenues ...Cost of sales ...Operating (loss) income ...Net (loss) income ...Basic (loss) earnings per share...Diluted (loss) earnings per share... For the Quarters Ended December 31, September 30, June 30, March 31, 2009 2009 2009 2009 (Amounts in millions, except per share data) $1,557 1,012 ...

  • Page 84
    ... December 31, 2010. For periods prior to July 9, 2008, before the Business Combination, the share price information for the Company is for Activision, Inc. In connection with the Business Combination, Activision, Inc. changed its name to Activision Blizzard, Inc. and its fiscal year end from March...

  • Page 85
    ... such shareholders. Additionally, on October 22, 2010, the Company made dividend equivalent payments related to the 2010 cash dividend to the holders of restricted stock units. We did not pay cash dividends in 2009. Upon completion of the Business Combination on July 9, 2008, Vivendi Games returned...

  • Page 86
    ... a return of capital to Vivendi, which was required in accordance with the terms of the Business Combination agreement immediately prior to the close of the Business Combination. Stock Splits In July 2008, the Board of Directors approved a two-for-one split of our outstanding common stock effected...

  • Page 87
    ... is treated as a "reverse acquisition," with Vivendi Games deemed to be the acquirer. The historical financial statements of Activision Blizzard, Inc. prior to July 10, 2008 are those of Vivendi Games, Inc. CAUTIONARY STATEMENT This Annual Report contains, or incorporates by reference, certain...

  • Page 88
    ...Revenues by Distribution Channel Retail channel Digital online channel* Total Activision and Blizzard Distribution Total non-GAAP net revenues 2 December 31, 2010 Amount % ... from subscriptions and licensing royalties, value added services, downloadable contents, digitally distributed products, and...

  • Page 89
    ... PC games and online subscription-based games in the MMORPG category. (iii) Activision Blizzard Distribution ("Distribution") - distributes interactive entertainment software and hardware products. (iv) Other represents Non-Core activities, which are legacy Vivendi Games' divisions or business units...

  • Page 90
    ... per share data) Year Ended December 31, 2010 GAAP Measurement Less: Net effect from deferral in net revenues and related cost of sales Less: Stock-based compensation Less: Restructuring (included in general and administrative) Less: Amortization of intangible assets and purchase price accounting...

  • Page 91
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  • Page 93
    ... Senior Executive Vice President, Strategy and Development, Vivendi Chris B. Walther Chief Legal Officer, Activision Blizzard Ann E. Weiser Chief Human Resources Officer, Activision Blizzard International Offices Birmingham, United Kingdom Buenos Aires, Argentina Burglengenfeld, Germany Copenhagen...

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