UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  February 9, 2012

ACTIVISION BLIZZARD, INC.

(Exact Name of Registrant as Specified in Charter)

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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Certain Information Not Filed.  The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such Item 2.02 or such Exhibit 99.1 or any of the information contained therein be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 2.02.                                          Results of Operations and Financial Condition.

On February 9, 2012, Activision Blizzard, Inc. (the “Company”) issued a press release announcing results for the Company for the fiscal quarter and year ended December 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1.  As previously announced, the Company is hosting a conference call and Webcast in conjunction with that release.

Item 8.01.                                          Other Events.

Stock Repurchase Program.  On February 2, 2012, the Board of Directors of the Company authorized the Company to repurchase up to $1.0 billion of the Company’s common stock, on terms and conditions to be determined by the Company, during the period between April 1, 2012 and the earlier of March 31, 2013 and a determination by the Board of Directors to discontinue the repurchase program.  The Company’s current stock repurchase program (the “Current Program”), pursuant to which the Company is authorized to repurchase up to $1.5 billion of the Company’s common stock, will expire on March 31, 2012.  As of December 31, 2011, the Company remained authorized to repurchase up to approximately $825 million of additional shares under the Current Program.

Cash Dividend.  On February 9, 2012, the Board of Directors approved a cash dividend of $0.18 per share to be paid on May 16, 2012 to shareholders of record of the Company’s common stock on March 21, 2012.

Item 9.01.                                          Financial Statements and Exhibits.

(d)  Exhibits

99.1                           Press Release dated February 9, 2012 (furnished not filed)

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SIGNATURE

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 hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

FOR IMMEDIATE RELEASE

ACTIVISION BLIZZARD ANNOUNCES RECORD

FOURTH QUARTER AND CALENDAR YEAR 2011 EARNINGS

FINANCIAL HIGHLIGHTS

·                  CY 2011 EPS Grows by More than 17% Establishing New Company Record

·                  Company Achieves Record GAAP and Non-GAAP Operating Margins of 28% and 30%

·                  Company Generates Nearly$1 Billion in Operating Cash Flow

·                  Company Announces new $1 Billion Stock Repurchase Program

·                  Company Announces 9% Increase in Cash Dividend to $0.18 per Common Share

·                  Company Expects 2012 GAAP EPS of $0.63 and Non-GAAP EPS of $0.94

BUSINESS HIGHLIGHTS

·                  #1 Third-Party Interactive Entertainment Digital Publisher in U.S. and Europe in 2011

·                  Digital Revenues of $1.6 Billion Accounted for More than 34% of Total Revenues in 2011

·                  Call of Duty®: Modern Warfare® 3 was #1 Best-Selling Game for 2011

·                  Skylanders Spyro’s Adventure™ was #1 Kids Video Game for 2011 with 20+ Million Toys Sold

·                  Call of Duty Elite Has 7+ Million Registered Users Including 1.5+ Million Annual Premium Members as of 1/31/12

·                  Blizzard Entertainment’s World of Warcraft® Remains #1 Subscription-based MMORPG with Approximately 10.2 Million Subscribers as of 12/31/11

Santa Monica, CA — February 9, 2012 — Activision Blizzard, Inc. (Nasdaq: ATVI) today announced better-than-expected financial results for the fourth quarter and calendar year 2011.

*Prior Outlook was provided by the company on November 8, 2011 in its earnings release

For calendar year 2011, Activision Blizzard’s GAAP net revenues were $4.76 billion, as compared with $4.45 billion for 2010.  On a non-GAAP basis, the company’s net revenues were $4.49 billion, as compared with $4.80 billion for 2010.   The company delivered record calendar year GAAP and non-GAAP net revenues from digital channels,(1) accounting for a record of more than 34% of the company’s total net revenues.

(1) 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.

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For calendar year 2011, Activision Blizzard’s GAAP earnings per diluted share increased to $0.92, as compared with $0.33 per diluted share for 2010.  On a non-GAAP basis, the company’s earnings per diluted share grew 18% to a record $0.93, as compared with $0.79 per diluted share for 2010.

For the quarter ended December 31, 2011, the company delivered GAAP net revenues of $1.41 billion, as compared with $1.43 billion for the fourth quarter of 2010.   On a non-GAAP basis, the company’s net revenues were $2.41 billion, as compared with $2.55 billion for the fourth quarter of 2010.

For the quarter ended December 31, 2011, Activision Blizzard’s GAAP earnings per diluted share were $0.08, as compared with a loss per share of $0.20 for the fourth quarter of 2010.  On a non-GAAP basis, the company’s earnings per diluted share were $0.62, as compared with $0.53 for the fourth quarter of 2010.

The company reports results on both a GAAP and a non-GAAP basis.  Please refer to the tables at the back of this press release for a reconciliation of the company’s GAAP and non-GAAP results.

Bobby Kotick, Chief Executive Officer, Activision Blizzard, said, “As we continue to strengthen our leadership position in interactive entertainment, our proven management team and talented employees delivered another extraordinary year of outperformance.  With better than expected net revenues, record earnings, record operating margins, and having generated nearly $1 billion in operating cash flow, Activision Blizzard continues to set the industry success bar.”

Kotick continued, “Blizzard Entertainment’s World of Warcraft® maintained its leadership position as the #1 subscription-based MMORPG around the world(2) and Activision Publishing’s Call of Duty®: Modern Warfare 3® was the #1-selling game(3) Skylanders Spyro’s Adventure™ was the biggest new IP launch in Activision’s history and it is on track to become an important and sustainable franchise.   We launched our online service, Call of Duty Elite, which is one of the fastest growing premium online service ever created.

(2)According to Activision Blizzard’s internal data

(3)According to The NPD Group, Charttrack and Gfk

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Kotick added, “Our extraordinary employees around the world are focused on making 2012 another great year for our audience and stakeholders. Blizzard Entertainment plans to have multiple highly-anticipated titles to release, including Diablo® III, and Activision Publishing expects to release a new Call of Duty game.  In addition, Activision Publishing expects to continue to grow Call of Duty Elite and launch Skylanders Giants™.”

Selected Business Highlights:

·                  Activision Publishing was the #1 console and handheld publisher in the U.S. and Europe for the fourth quarter of 2011 and the #1 console and handheld publisher in the U.S. for the calendar year.(3)

·                  For the calendar year, in aggregate across all platforms in the U.S. 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.(3)

·                  In November 2011, Call of Duty: Modern Warfare 3 became the first video game ever to surpass $775 million in retail sales in its first five days of release and the only entertainment property to cross the $1 billion mark in 16-days, eclipsing “Avatar’s” 17-day record.(4)

·                  As of January 31, 2012, more than seven million gamers have registered for Call of Duty Elite, including more than 1.5 million premium annual memberships the company had sold for the online service.(2)

·                  Call of Duty: Modern Warfare 3 players logged more than 639 million hours of online gameplay through December 31, 2011.(5)

·                  Total unique online gamers playing Call of Duty: Modern Warfare 3 were more than 12% greater than the total unique online gamers who played Call of Duty: Black Ops during the first two months after each game’s release.(5)

·                  In North America and Europe, including accessory packs and figures, Skylanders Spyro’s Adventure was the #8 best-selling game in dollars for the fourth quarter of 2011 and #1 selling kids’ title in dollars in the calendar year.(3)  Additionally, in North America, including accessory packs and figures, Skylanders Spyro’s Adventure was the #10 best-selling title in dollars.(6)

(2)According to Activision Blizzard’s internal data

(3)According to The NPD Group, Charttrack and Gfk

(4)According to The NPD Group, Charttrack, retail customer sell-through information, Boxofficemojo.com and PricewaterhouseCoopers’ Global Entertainment and Media Outlook

(5)According to Microsoft, Sony and Activision Blizzard internal estimates

(6)According to The NPD Group

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·                  For the calendar year, Blizzard Entertainment had two top-10 PC games in North America and Europe with StarCraft® II: Wings of Liberty® and World of Warcraft: Cataclysm®.(3)

·                  Activision Blizzard purchased an aggregate of 61 million shares of its common stock for approximately $692 million in 2011.

Company Outlook

In March 2012, Activision Publishing expects to release the first Call of Duty: Modern Warfare 3 Content Collection, a compilation of content previously released to Call of Duty Elite premium members, on the Xbox 360 video game and entertainment system from Microsoft.

The company’s first quarter 2012 outlook does not incorporate a new release from Blizzard Entertainment, but its calendar year 2012 outlook anticipates two releases from Blizzard Entertainment.   In addition, the company’s full year revenue outlook is expected to be impacted by a reduction of about $130 million in revenues from the company’s lower margin distribution and affiliate title businesses and a negative year-over-year foreign exchange planning assumption of approximately $200 million.

Board Authorizes Stock Repurchase Program and Declares Cash Dividend

Activision Blizzard today announced that its Board of Directors has authorized a new stock repurchase program effective April 1, 2012 under which the company can repurchase up to $1 billion of the company’s outstanding common stock.  The company’s $1.5 billion stock repurchase plan program authorized in February 2011 is set to expire on March 31, 2012.

The Board of Directors also 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.  This represents a 9% increase over the dividend that was paid in 2011.

(3)According to The NPD Group, Charttrack and Gfk

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Conference Call

Today at 4:30 p.m. EST, Activision Blizzard’s management will host a conference call and Webcast to discuss the company’s results for the quarter and year ended December 31, 2011 and management’s outlook for 2012. The company welcomes all members of the financial and media communities and other interested parties to visit the “Investor Relations” area of www.activisionblizzard.com to listen to the conference call via live Webcast or to listen to the call live by dialing into 888-481-2845 in the U.S. with passcode 8472934.

About Activision Blizzard

Headquartered in Santa Monica, California, Activision Blizzard, Inc. is a worldwide online, PC, console, handheld and mobile game publisher with leading positions across the major categories of the rapidly growing interactive entertainment software industry.

Activision Blizzard maintains operations in the U.S., Canada, the United Kingdom, France, Germany, Ireland, Italy, Sweden, Spain, the Netherlands, Australia, South Korea and China.  More information about Activision Blizzard and its products can be found on the company’s website, www.activisionblizzard.com.

Non-GAAP Financial Measures:  As a supplement to our financial measures presented in accordance with GAAP, Activision Blizzard presents certain non-GAAP measures of financial performance. These non-GAAP financial measures are not intended to be considered in isolation from, as a substitute for, or as more important than, the financial information prepared and presented in accordance with GAAP.  In addition, these non-GAAP measures have limitations in that they do not reflect all of the items associated with the company’s results of operations as determined in accordance with GAAP.

Activision Blizzard provides net revenues, net income (loss), earnings (loss) per share and operating margin data and guidance both including (in accordance with GAAP) and excluding (non-GAAP) certain items. The non-GAAP financial measures exclude the following items, as applicable in any given reporting period:

·                   the change in deferred net revenue and related cost of sales with respect to certain of the company’s online-enabled games;

·                   expenses related to stock-based compensation;

·                   expenses related to restructuring;

·                   the amortization of intangibles, and impairment of intangible assets and goodwill; and

·                   the income tax adjustments associated with any of the above items.

In the future, Activision Blizzard may also consider whether other significant non-recurring items should also be excluded in calculating the non-GAAP financial measures used by the company.  Management believes that the presentation of these non-GAAP financial measures provides investors with additional useful information to measure Activision Blizzard’s financial and operating performance.  In particular, the measures facilitate comparison of operating performance between periods and help investors to better understand the operating results of Activision Blizzard by excluding certain items that may not be indicative of the company’s core business, operating results or future outlook.  Internally, management uses these non-GAAP financial measures in assessing the company’s operating results, as well as in planning and forecasting.

Activision Blizzard’s non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles, and the terms non-GAAP net revenues, non-GAAP net income, non-GAAP earnings per share, and non-GAAP operating margin do not have a standardized meaning. Therefore, other companies may use the same or similarly named measures, but exclude different items, which may not provide investors a comparable view of Activision Blizzard’s performance in relation to other companies.

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Management compensates for the limitations resulting from the exclusion of these items by considering the impact of the items separately and by considering Activision Blizzard’s GAAP, as well as non-GAAP, results and outlook and by presenting the most comparable GAAP measures directly ahead of non-GAAP measures, and by providing a reconciliation that indicates and describes the adjustments made.

In addition to the reasons stated above, which are generally applicable to each of the items Activision Blizzard excludes from its non-GAAP financial measures, there are additional specific reasons why the company believes it is appropriate to exclude the change in deferred net revenue and related cost of sales with respect to certain of the company’s online-enabled games.

Since Activision Blizzard has determined that some of our games’ online functionality represents an essential component of gameplay and, as a result, a more-than-inconsequential separate deliverable, we recognize revenue attributed to these game titles over their estimated service periods, which may range from five months to a maximum of less than a year. The related cost of sales is deferred and recognized as the related revenues are recognized. Internally, management excludes the impact of this change in deferred net revenue and related cost of sales in its non-GAAP financial measures when evaluating the company’s operating performance, when planning, forecasting and analyzing future periods, and when assessing the performance of its management team.

Management believes this is appropriate because doing so enables an analysis of performance based on the timing of actual transactions with our customers, which is consistent with the way the company is measured by investment analysts and industry data sources. In addition, excluding the change in deferred net revenue and the related cost of sales provides a much more timely indication of trends in our operating results.

Cautionary Note Regarding Forward-looking Statements:  Information in this press release that involves Activision Blizzard’s expectations, plans, intentions or strategies regarding the future, including statements under the heading “Company Outlook,” are forward-looking statements that are not facts and involve a number of risks and uncertainties.    Activision Blizzard generally uses words such as “outlook,” “will,”  “could,” “should,” “would,” “might,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming” and similar expressions to identify forward-looking statements.  Factors that could cause Activision Blizzard’s actual future results to differ materially from those expressed in the forward-looking statements set forth in this release include, but are not limited to, sales levels of Activision Blizzard’s titles, increasing concentration of titles, shifts in consumer spending trends, the impact of the current macroeconomic environment and market conditions within the video game industry, Activision Blizzard’s ability to predict consumer preferences, including interest in specific genres such as first-person action and massively multiplayer online games and preferences among competing hardware platforms, the seasonal and cyclical nature of the interactive game market, changing business models including digital delivery of content, competition, including from used games and other forms of entertainment, possible declines in software pricing, product returns and price protection, product delays, adoption rate and availability of new hardware (including peripherals) and related software, rapid changes in technology and industry standards, litigation risks and associated costs, protection of proprietary rights, maintenance of relationships with key personnel, customers, licensees, licensors, vendors, and third-party developers, including the ability to attract, retain and develop key personnel and developers that can create high quality “hit” titles, counterparty risks relating to customers, licensees, licensors and manufacturers, domestic and international economic, financial and political conditions and policies, foreign exchange rates and tax rates, and the identification of suitable future acquisition opportunities and potential challenges associated with geographic expansion, and the other factors identified in the risk factors section of Activision Blizzard’s most recent annual report on Form 10-K.   The forward-looking statements in this release are based upon information available to Activision Blizzard as of the date of this release, and Activision Blizzard assumes 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 the future performance of Activision Blizzard and are subject to risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations.

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(Tables to Follow)

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ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Amounts in millions, except per share data)

(1) The company calculates earnings per share pursuant to the two-class method which requires the allocation of net income between common shareholders and participating security holders. Net income attributable to Activision Blizzard Inc. common shareholders used to calculate earnings per common share assuming dilution was $97 million and $1,069 million for the three months and year ended December 31, 2011 as compared to the total net income of $99 million and $1,085 million for the same periods, respectively. Net income (loss) attributable to Activision Blizzard Inc. common shareholders used to calculate earnings per common share assuming dilution was $(233) million and $414 million for the three months and year ended December 31, 2010 as compared to $(233) million and $418 million for the same periods, respectively.

* Subscription, licensing and other revenues represents revenues from World of Warcraft subscriptions, Call of Duty Elite memberships, licensing royalties from our products and franchises, value-added services, downloadable content, and other miscellaneous revenues.

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Amounts in millions)

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in millions)

(1) Excludes deferral and amortization of stock-based compensation expense.

(2) Includes the net effects of capitalization, deferral, and amortization of stock-based compensation expense.

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATION

(Amounts in millions)

(1) TTM represents trailing twelve months. Operating Cash Flow for the year ended December 31, 2009, three months ended September 30, 2009, three months ended June 30, 2009, and three months ended March 31, 2009 was $1,183 million, $161 million, $(181) million, and $327 million, respectively. Capital expenditures for the year ended December 31, 2009, three months ended September 30, 2009, three months ended June 30, 2009, and three months ended March 31, 2009 was $69 million, $17 million, $14 million, and $10 million, respectively.

(2) Non-GAAP free cash flow represents operating cash flow minus capital expenditures.

ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP NET INCOME TO NON-GAAP MEASURES

(Amounts in millions, except earnings per share data)