Activision 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
    ... 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 ONE

  • Page 4

  • Page 5
    ...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 reconciliation see tables at the end of the annual report...

  • Page 6

  • Page 7
    ... 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 reconciliation see tables at the end of the annual report. PAGE FI...

  • Page 8

  • Page 9
    ... 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 reconciliation see tables at the end of the annual report. PAGE SEV EN

  • 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
    ... best-selling video game in a single year, surpassing prior records set by Call of Duty: Black Ops in 2010 and Call of Duty: Modern Warfare 2 in 2009. Elite, which launched with Call of Duty: Modern Warfare 3 is one of the fastest growing premium online services ever created. As of • Activision...

  • Page 15
    ... eight years. For 2011, Call of Duty: Modern Warfare 3 was the best-selling game in the U.S. and Europe, and Call of Duty: Black Ops, which was released in 2010, was still the #5 best-selling game. According to Microsoft®, in 2011 Call of Duty: Modern Warfare 3 was the most played game on Xbox lIvE...

  • Page 16
    ... of 2011, Activision Publishing launched Skylanders Spyro's Adventure which became the biggest 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...

  • 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
    ... year, in aggregate across all platforms in North America and Europe, Activision Publishing's Call of Duty®: Modern Warfare 3® was the #1 best-selling title in dollars, and Call of Duty: Black Ops® was the #5 best-selling title in dollars. In North America and Europe, including accessory packs...

  • Page 19
    ... payments of $2 million related to this cash dividend to the holders of restricted stock units. Product Release Highlights The following games, among other titles, were released during the year ended December 31, 2011: Activision Cabela's® Adventure Camp Cabela's® Big Game Hunter™ 2012...

  • Page 20
    ... currently define digital online channel-related sales as revenues from subscriptions and memberships, licensing royalties, value-added services, downloadable content, digitally distributed products and wireless devices. This definition may differ from that used by our competitors or other companies...

  • 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
    ... For the Years Ended December 31, 2011 2010 2009 Net revenues: Product sales ...$3,257 Subscription, licensing, and other revenues...1,498 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...

  • Page 23
    ... tax expense from external customers for the years ended December 31, 2011, 2010, and 2009 are presented in the table below (amounts in millions). For the Years Ended December 31, Increase/ Increase/ (decrease) (decrease) 2010 2009 2011 v 2010 2010 v 2009 2011 Segment net revenues: Activision...

  • Page 24
    ..., the Company'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...

  • Page 25
    • • The release of Skylanders Spyro's Adventure in the fourth quarter of 2011; The release of Lego Star Wars III, which we published on behalf of Lucas Arts in Europe and certain countries in Asia Pacific; and Benefits from foreign exchange as compared to the prior year. • The increases ...

  • Page 26
    ... to support the launch of Skylanders Spyro's Adventure, Call of Duty: Modern Warfare 3 and Call of Duty Elite; and Additional litigation activities and settlement of lawsuits. • Activision's operating income decreased in 2010 as compared to 2009, primarily due to The release of fewer key titles...

  • Page 27
    ...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 Measures The analysis of revenues by distribution channel...

  • 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
    ... net revenues from Europe and Asia Pacific increased in 2011 as compared to 2010, primarily due to the continued success of Call of Duty catalogue titles, stronger performance of downloadable content packs associated with Call of Duty: Black Ops and the release of World of Warcraft: Cataclysm...

  • Page 30
    ... net revs. Year Ended December 31, 2009 % of total consolidated net revs. Increase/ (decrease) 2011 v 2010 Increase/ (decrease) 2010 v 2009 Platform net revenues: Online subscriptions* ...PC and other ...Console Sony PlayStation 3 ...Sony PlayStation 2 ...Microsoft Xbox 360 ...Nintendo Wii ...Total...

  • Page 31
    ...for Call of Duty: Modern Warfare 3, which resulted in additional deferral of revenues. Net revenues from the Nintendo Wii and handheld systems decreased due to the release of fewer key titles than in 2010, and lower catalogue sales of games in the music and casual games genres in 2011 as compared to...

  • Page 32
    ... 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 and casual games genres, selling more of our owned titles rather than...

  • Page 33
    ...support the launch of Skylanders Spyro's Adventure, Call of Duty: Modern Warfare 3 and Call of Duty Elite in the fourth quarter of 2011. Sales and marketing expenses decreased in 2010 as compared to 2009, primarily as a result of a reduction in the number of major titles released in 2010 versus 2009...

  • Page 34
    ... 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 unit...

  • Page 35
    ... value of a financial liability relating to a contingent earn-out liability from a previous acquisition. This increase was partially offset by lower investment income due to lower interest rates. Income Tax Expense (Benefit) (amounts in millions) Year Ended December 31, 2011 % of Pretax income Year...

  • Page 36
    ... of customer 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...

  • Page 37
    ..., 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, the...

  • Page 38
    ... "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 under the new accounting...

  • Page 39
    ... software and delivery of the related services. Revenues attributed to the sale of World of Warcraft boxed software and related expansion packs are classified as "Product sales", whereas revenues attributable to subscriptions and other value-added services are classified as "Subscription, licensing...

  • 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
    ... 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 42
    ...include long-term growth rates and operating margins used to calculate 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...

  • Page 43
    ... 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 to Consolidated Financial Statements included in this Annual Report. Recently Issued Accounting...

  • Page 44
    ... 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 from our international...

  • Page 45
    ... 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 46
    ... of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was...

  • Page 47
    ... property licenses ...Deferred income taxes, net ...Other current assets ...Total current assets ...Long-term investments ...Software development ...Intellectual property licenses ...Property and equipment, net...Other assets ...Intangible assets, net...Trademark and trade names ...Goodwill ...Total...

  • Page 48
    ..., 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 sales-product costs ...Cost of sales-online subscriptions ...Cost of sales-software royalties and...

  • Page 49
    ... of common stock pursuant to employee stock options and restricted 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...

  • Page 50
    ... equipment...4 Amortization and write-off of capitalized software development costs and intellectual property licenses (1) ...287 Stock-based compensation expense (2)...103 Excess tax benefits from stock option exercises ...(24) Changes in operating assets and liabilities: Accounts receivable ...13...

  • Page 51
    ... other character customizations within 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...

  • Page 52
    ... in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated...

  • Page 53
    ... Licenses Software development costs include payments made to independent software developers under development agreements, as well as direct costs incurred for internally developed products. We account for software development costs in accordance with the Financial Accounting Standards Board...

  • Page 54
    ... 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 55
    ... "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 under the new accounting...

  • Page 56
    ... software and delivery of the related services. Revenues attributed to the sale of World of Warcraft boxed software and related expansion packs are classified as "Product sales", whereas revenues attributable to subscriptions and other value-added services are classified as "Subscription, licensing...

  • Page 57
    ...based services, such as monthly downloadable content and year round competitions. For World of Warcraft, after the first month of free usage that is included with the World of Warcraft boxed software, the World of Warcraft end user may enter into a subscription agreement for additional future access...

  • Page 58
    ... estimating the allowance for doubtful accounts, we analyze the age of current outstanding account balances, historical bad debts, customer concentrations, customer creditworthiness, current economic trends, and changes in our customers' payment terms and their economic condition, as well as whether...

  • Page 59
    ... term of the awards, 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...

  • Page 60
    ... following (amounts in millions): For the Years Ended December 31, 2011 2010 2009 Interest income...$14 Interest expense ...(4) Change in fair value of other financial liability ...- Net realized and unrealized loss on foreign exchange contracts with Vivendi ...(7) Investment and other income, net...

  • Page 61
    ... in millions): At December 31, 2011 At December 31, 2010 Internally developed software costs ...Payments made to third-party software developers ...Total software development costs ...Intellectual property licenses ... $115 84 $199 $34 $142 60 $202 $73 Amortization, write-offs and impairments of...

  • Page 62
    ... Board of Directors 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...

  • Page 63
    ...useful lives At December 31, 2011 Gross carrying Accumulated Impairment amount amortization charge Net carrying amount Acquired definite-lived intangible assets: License agreements ...3 - 10 years Game engines ...2 - 5 years Internally developed franchises ...11 - 12 years Distribution agreements...

  • Page 64
    ... for the years ended December 31, 2011, 2010, and 2009, respectively. 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...

  • Page 65
    ... ended December 31, 2011, 2010, and 2009 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, 2011 2010 2009 Net revenues by geographic region: North America ...Europe...Asia Pacific...

  • Page 66
    ... 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 follows (amounts in millions): Years Ended December 31, 2011 2010 2009 Long-lived assets* by geographic region: North...

  • Page 67
    ... tax expense (benefit) (the effective tax rate) for each of the years are as follows (amounts in millions): For the Years Ended December 31, 2011 2010 2009 Federal income tax provision at statutory rate ...State taxes, net of federal benefit...Research and development credits ...Domestic production...

  • 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
    ... the years ended December 31, 2011, 2010, and 2009, we recorded $1 million, $3 million and $6 million, respectively, of interest expense related to uncertain tax positions. On July 9, 2008, Activision Blizzard entered into a Tax Sharing Agreement (the "Tax Sharing Agreement") with Vivendi. The Tax...

  • Page 70
    ...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, 2011 Using Quoted Prices in Active Markets for Significant Identical...

  • Page 71
    ...Short-term investments 23 Long-term investments - Other assets-current $23 The following table provides a reconciliation of the beginning and ending balances of our financial assets and financial liabilities classified as Level 3 by major categories (amounts in millions) at December 31, 2011: Level...

  • 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
    ... against future royalties earned by the developer or intellectual property holder based on the sale of the related game. Additionally, in connection with certain intellectual property rights acquisitions and development agreements, we will commit to spend specified amounts for marketing support for...

  • Page 74
    ... and fiduciary duty, among other claims. The Company is seeking damages and declaratory relief. 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...

  • Page 75
    ... fair value at grant date using the binomial-lattice model: For the Year Ended December 31, 2011 Employee and director options For the Year Ended For the Year Ended December 31, 2010 December 31, 2009 Expected life (in years) ...Risk free interest rate ...Volatility ...Dividend yield ...Weighted...

  • Page 76
    ... $85 million for the years ended December 31, 2011, 2010, and 2009, respectively. Non-Plan Employee Stock Options Granted to Executives In connection with prior employment agreements between Activision, Inc. and Robert A. Kotick, our Chief Executive Officer, and Brian G. Kelly, our Co-Chairman, Mr...

  • Page 77
    ...and 2009 (amounts in millions): For 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...

  • 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
    ...royalties and other fees (including fees relating to the marketing of artists whose music was licensed for our games) to Universal Music Group and its affiliates for those uses during the years ended December 31, 2011, 2010 and 2009, respectively. Royalty amounts due to Universal Music Group and its...

  • Page 80
    ..., our Board of Directors declared a cash dividend of $0.18 per common share payable on May 16, 2012 to shareholders of record as of March 21, 2012. 25. Quarterly Financial and Market Information (Unaudited) For the Quarters Ended September 30, June 30, 2011 2011 December 31, 2011 March 31, 2011...

  • Page 81
    ... 31, 2011. 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 changed its fiscal year end from March...

  • Page 82
    ... such shareholders. Additionally, on October 22, 2010, the Company made dividend equivalent payments of $2 million related to that cash dividend to the holders of restricted stock units. We did not pay cash dividends in 2009. Future dividends will depend upon our earnings, financial condition, cash...

  • Page 83
    ... price paid per share during each quarter of 2011, the total number of shares purchased as part of our publicly announced share repurchase programs, and the approximate dollar value of shares that could still be purchased under our $1.5 billion stock repurchase program as of the end of each relevant...

  • Page 84
    ... 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; and (4) statements of assumptions underlying such statements. We generally use words such...

  • 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
    ... and related cost of sales. (b) Includes expense related to stock-based compensation. (c) Reflects restructuring related to our Activision Publishing operations. (d) Reflects amortization of intangible assets. (e) Reflects impairment of goodwill. The company calculates earnings per share pursuant...

  • Page 88
    ... Earnings per Share $ 0.33 0.19 0.07 0.04 0.16 0.79 $ (a) Reflects the net change in deferred net revenues and related cost of sales. (b) Includes expense related to stock-based compensation. (c) Reflects restructuring related to the Business Combination with Vivendi Games. Restructuring activities...

  • Page 89
    ... Year Ended December 31, 2009 GAAP Measurement Less: Net effect from deferral in net revenues and related cost of sales Less: Stock-based compensation Less: Results of Activision Blizzard's non-core exit operations Less: Costs related to the Business Combination, integration and restructuring Less...

  • 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
    ...Year Ended December 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...

  • Page 92
    ... 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 ("Distribution") - distributes interactive entertainment software...

  • Page 93
    ... Officer, Vivendi Brian G. Kelly Co-Chairman of the Board, Activision Blizzard Philippe Capron Chief Financial Officer, Vivendi Robert J. Corti Chairman, Avon Products Foundation Frédéric Crépin Senior Vice President, Head of Legal, Vivendi lucian Grainge Chief Executive Officer, Universal Music...

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