Activision 2014 Annual Report Download - page 49

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Cash Dividends
On February 3, 2015, our Board of Directors declared a cash dividend of $0.23 per common share, payable on May 13,
2015, to shareholders of record at the close of business on March 30, 2015.
On February 6, 2014, our Board of Directors declared a cash dividend of $0.20 per common share, payable on May 14,
2014, to shareholders of record at the close of business on March 19, 2014. On May 14, 2014, we made an aggregate cash
dividend payment of $143 million to such shareholders, and on May 30, 2014, we made related dividend equivalent
payments of $4 million to holders of restricted stock units.
On February 7, 2013, our Board of Directors declared a cash dividend of $0.19 per common share, payable on May 15,
2013, to shareholders of record at the close of business on March 20, 2013. On May 15, 2013, we made an aggregate cash
dividend payment of $212 million to such shareholders, and on May 31, 2013, we made related dividend equivalent
payments of $4 million related to that cash dividend to the holders of restricted stock units.
Future dividends will depend upon our earnings, financial condition, cash requirements, future prospects, and other factors
deemed relevant by our Board of Directors. Further, agreements governing our indebtedness, including the indenture
governing the Notes and the Credit Agreement, as described in Note 12 of the Notes to Consolidated Financial Statements
included in this Annual Report, limit our ability to pay distributions or dividends with certain exceptions. There can be no
assurances that dividends will be declared in the future.
10b5-1 Stock Trading Plans
The Company’s directors and employees may, at a time they are not aware of material non-public information, enter into
plans (“Rule 10b5-1 Plans”) to purchase or sell shares of our common stock that satisfy the requirements of Exchange Act
Rule 10b5-1. Rule 10b5-1 permits trading on a pre-arranged, “automatic-pilot” basis, subject to certain conditions,
including that the person for whom the plan is created (or anyone else aware of material non-public information acting on
such person’s behalf) not exercise any subsequent influence regarding the amount, price and dates of transactions under the
plan. In addition, any such plan of the Company’s directors and employees is required to be established and maintained in
accordance with the Company’s “Policy on Establishing and Maintaining 10b5-1 Trading Plans.”
Rule 10b5-1 Plans permit persons whose ability to purchase or sell our common stock may otherwise be substantially
restricted (by quarterly and special stock-trading blackouts and by their possession from time to time of material nonpublic
information) to engage in pre-arranged trading. Trades under a Rule 10b5-1 Plan by our directors and employees are not
necessarily indicative of their respective opinions of our current or potential future performance at the time of the trade.
Trades by our directors and executive officers pursuant to a Rule 10b5-1 Plan will be disclosed publicly through Form 144
and Form 4 filings with the SEC, in accordance with applicable laws, rules and regulations.
Issuer Purchase of Equity Securities
On February 3, 2015, our Board of Directors authorized a stock repurchase program pursuant to which we are authorized to
repurchase up to $750 million of the Company’s common stock during the two-year period from February 9, 2015 through
February 8, 2017.
On October 11, 2013, we repurchased 428,676,471 shares of our common stock, pursuant to a stock purchase agreement we
entered into on July 25, 2013, with Vivendi and ASAC II LP, an exempted limited partnership established under the laws of
the Cayman Islands, acting by its general partner, ASAC II LLC. Pursuant to the terms of the Stock Purchase Agreement,
we acquired all of the capital stock of Amber Holding Subsidiary Co., a Delaware corporation and wholly-owned subsidiary
of Vivendi, which was the direct owner of 428,676,471 shares of our common stock, for a cash payment of $5.83 billion, or
$13.60 per share, before taking into account the benefit to the Company of certain tax attributes of New VH assumed in the
transaction. The repurchased shares were recorded in “Treasury Stock” in our consolidated balance sheet.
CAUTIONARY STATEMENT
This Annual Report contains, or incorporates by reference, certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements consist of any statement other than a recitation of
historical facts 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 financial or operating performance; (4) statements relating to the outcome or impact of
pending or threatened litigation; and (5) statements of assumptions underlying such statements. Activision Blizzard, Inc.
generally uses words such as “outlook,” “forecast,” “will,” “could,” “should,” “would,” “to be,” “plan,” “plans,”
“believes,” “may,” “might,” “expects,” “intends,” “intends as,” “anticipates,” “estimate,” “future,” “positioned,”
“potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming” and other similar expressions to help
identify forward-looking statements. Forward-looking statements are subject to business and economic risks, reflect
management’s current expectations, estimates and projections about our business, and are inherently uncertain and
difficult to predict. Our actual results could differ materially from expectations stated in forward-looking statements. Some
of the risk factors that could cause our actual results to differ from those stated in forward-looking statements can be found
in “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K. The forward-looking statements
contained herein are based upon information available to us as of the date of this Annual Report on Form 10-K and we
assume no obligation to update any such forward-looking statements. Although these forward-looking statements are
believed to be true when made, they may ultimately prove to be incorrect. These statements are not guarantees of our future
performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and may cause
actual results to differ materially from current expectations.
Activision Blizzard Inc.’s names, abbreviations thereof, logos, and product and service designators are all either the
registered or unregistered trademarks or trade names of Activision Blizzard. All other product or service names are the
property of their respective owners.
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