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Executives

Kristin Mulvihill Southey - Former Vice President of Investor Relations

Robert A. Kotick - Chief Executive Officer, President and Director

Thomas Tippl - Chief Operating Officer and Chief Financial Officer

Eric Hirshberg - Chief Executive Officer of Publishing Unit

Michael Morhaime - Chief Executive Officer of Blizzard Entertainment and President Blizzard Entertainment

Analysts

Jeetil J. Patel - Deutsche Bank AG, Research Division

Neil A. Doshi - Citigroup Inc, Research Division

Brian J. Pitz - UBS Investment Bank, Research Division

Benjamin A. Schachter - Macquarie Research

Douglas Creutz - Cowen and Company, LLC, Research Division

Brian Karimzad - Goldman Sachs Group Inc., Research Division

Edward S. Williams - BMO Capital Markets U.S.

Activision Blizzard (ATVI) Q4 2011 Earnings Call February 9, 2012 4:30 PM ET

Operator

Good day, and welcome to the Activision Blizzard's Q4 and Calendar Year 2011 Conference Call. Today's call is being recorded. At this time, for opening remarks and introductions, I would like to turn today's call over to Ms. Kristin Southey. Please go ahead, ma'am.

Kristin Mulvihill Southey

Good afternoon, and thank you for joining us today for Activision Blizzard's Fourth Quarter 2011 Conference Call. With me today are Bobby Kotick, CEO of Activision Blizzard; Thomas Tippl, COO and CFO of Activision Blizzard; Eric Hirshberg, CEO of Activision Publishing; and Mike Morhaime, CEO of Blizzard Entertainment.

I would like to remind everyone that during this call, we will be making statements that are not historical facts. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties. As indicated in the slide that is showing, a number of important factors could cause the company's actual future results and other future circumstances to differ materially from those expressed in any forward-looking statement. Such factors include, without limitation, sales levels; increasing concentration of titles; shifts in consumer spending trends; current macroeconomic and industry conditions and conditions within the video game industry; our ability to predict consumer preferences among competing genres and hardware platforms; the seasonal and cyclical nature of our industry; changing business models, including digital delivery of content; competition, including from used games; possible declines in pricing; product returns; price protection; product delays; adoption rate and availability of new hardware and related software; rapid changes in technology and industry standards; litigation and associated costs; protection of proprietary rights; maintenance of key relationships, including the ability to attract, retain and develop key personnel and developers that can create high-quality hit titles; counterparty risk; economic, financial and political conditions and policies; foreign exchange and tax rates; and identification of acquisition opportunities; and potential challenges associated with geographic expansion.

These important factors and other factors that potentially could affect the company's financial results are described in the company's Annual Report on Form 10-K for the period ended December 31, 2010, and in the company's other SEC filings. The company may change its intentions, beliefs or expectations made at any time and without notice, based upon any changes in such factors, in the company's assumptions or otherwise. The company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after today, February 9, 2012, or to reflect the occurrence of unanticipated events.

I'd also like to note that certain numbers we will be presenting today will be made on a non-GAAP basis, excluding the impact of the change in deferred net revenues and related cost of sales with respect to certain of our online-enabled games; expenses related to share-based compensation; expenses related to the restructuring; the amortization of intangibles, and impairment of intangible assets and goodwill; and the associated tax benefit. Please refer to our earnings release, which is posted at www.activisionblizzard.com for a full GAAP to non-GAAP reconciliation and further explanations.

There's also a PowerPoint overview, which you can access with the webcast, and which will be posted on the website following the call. In addition, we will also post a 12-quarter financial overview highlighting both GAAP and non-GAAP results and along with a summary sheet.

And now I'd like to introduce our CEO, Bobby Kotick.

Robert A. Kotick

Thank you, Kristin, and thank you all for joining us today. 2011 was another record year for Activision Blizzard. In 2011, we generated nearly $1 billion in operating cash flow. And over the last 3 years, we've generated over $3.5 billion in operating cash flow, and we've returned more than $3 billion in value to our shareholders through dividends and stock repurchases.

In the U.S. and Europe, we remain the largest and most profitable third-party interactive entertainment company and the largest and most profitable third-party interactive entertainment digital publisher. We again delivered better-than-expected financial results and achieved multiple financial and operational records, as we have for the last few years. We achieved record operating margins and record EPS, which grew more than 17% over the prior year, and as I mentioned, we generated nearly $1 billion in operating cash flow, which allows us to continue to invest thoughtfully in our future growth and return capital to our shareholders.

With that in mind, we're increasing our dividend 9% to $0.18 per share, and our Board of Directors has authorized a new $1 billion stock repurchase program. Our strong performance is a testament to the hard work and incredible talent of all of the Activision Blizzard employees around the world. Their commitment to excellence, teamwork and inspired creativity continues to drive our superior performance.

Today, we're going to highlight a few important achievements from 2011 and provide some greater detail about our plans for 2012 and beyond, including our strong lineup, our expansion into new markets and new business models, and our development initiatives for new platforms.

2011 was a very competitive year. There were many great products released, and gamers had more entertainment choices on more platforms than ever before. Despite these choices and new competitors, Blizzard Entertainment's World of Warcraft remains far and away the world's largest online subscription-based massively multiplayer game, ending the year with 10.2 million subscribers. World of Warcraft has a very loyal group of players and later in the call, Mike Morhaime will share some of this year's plans for the franchise.

Perhaps the greatest challenge we always face in our business is the launch of large, sustainable, inspired, new franchises. Skylanders is one of the most innovative products we've ever created, and its success could continue for many years to come.

Two days ago, we announced our next iteration, Skylanders Giants, and the success we've had with Skylanders demonstrates this unique ability we have as a company to create franchises with enduring value. It is equally difficult to make certain that a franchise delivers groundbreaking innovation, compelling new gameplay and the special sauce that engages new and existing audiences.

Call of Duty: Modern Warfare 3 quickly became the biggest entertainment launch of all time, and the best-selling game ever in a single year, beating the record previously set by Call of Duty: Black Ops. And Call of Duty Elite, the first service of its kind, has redefined social gameplay. It has become one of the fastest-growing online services in history with over 7 million registered users, including more than 1.5 million premium members who have activated an annual subscription. Call of Duty Elite now ranks behind World of Warcraft and Xbox LIVE as one of the largest interactive entertainment premium services.

2011 also marked the eighth consecutive year of revenue growth for the Call of Duty franchise. Its expansion was driven not only by strong retail performance and online engagement of Modern Warfare 3, but also by strong retail sales and record downloadable content sales for multiple past titles, as well as our continued laser focus on developing new vectors for growth and player engagement. Today, Call of Duty is one of the largest entertainment brands in the world and on a stand-alone basis, represents a large global business with multiple product lines and strong prospects for future growth and audience expansion.

Our ability to innovate has yielded products that are deeper and more interactive. And as a result, video games today are perceived as more viable and faster-growing entertainment media than passive media like film and television. By evolving our offerings, we have pioneered the platforms and technologies that constitute the next generation of the entertainment industry. Deep investment in and development of our properties has created category-defining franchises that are setting a new standard for audience engagement across all forms of entertainment. And our ability to combine innovation with sound business strategies and operational excellence is the core strength of Activision Blizzard. Our broad product portfolio, which includes some of the largest entertainment franchises in the world; our large and continually growing online communities; our global reach and our unmatched financial strength, truly set us apart and provide us with a competitive advantage.

Activision Blizzard's sustained success over 20 years amidst a rapidly changing industry is the result of 3 long-term guiding principles. First, focus on the largest opportunities that we believe will deliver the highest financial returns; secondly, attract and retain the best creative and technical talent through a performance-based reward system; and then be good stewards of the capital generated by our successful investments by not overpaying for acquisitions in the interest of buying growth at any cost, by not overspending and working hard to keep costs aligned against sensible business opportunities, which is where most companies falter.

This approach, which appears simple but is challenging to execute, has enabled us to deliver solid results for the past 20 years. And our approach in 2012 will be no different, as we will focus our pipeline on online-enabled products. This year in particular, Blizzard Entertainment plans to release multiple anticipated titles, including Diablo III. And from Activision Publishing, we plan to have a new Call Of Duty game and expect to grow Call of Duty Elite. We also plan to launch a new Skylanders game in the Skylanders universe, Skylanders Giants, and we'll continue to invest in new products, business models and initiatives, including our new universe from Bungie.

Today, our online platforms including Battle.net and Call of Duty Elite support approximately 50 million monthly active users, many of whom we can communicate with and deliver content and innovative game experiences to. Over the next few years, this direct relationship should allow us to create deeper customer player experiences and further expand our large player community.

For each of the past 3 years, Activision Blizzard has delivered operating margin expansion and EPS growth and in total, generated over $3.5 billion in operating cash flow. Our consistent financial and operational performance is the result of our collaborative corporate culture, which attracts the industry's most talented, creative and capable people, and our laser focus on our long term objectives. It's our commitment to excellence and the hard work of our incredibly talented employees around the world that has allowed us to remain the leader in interactive entertainment.

In addition, our strong balance sheet and financial discipline allow us to continue to invest to deliver innovative entertainment experiences, capitalize on growth opportunities afforded by new technologies, and expand our global reach, all of which should allow us to increase shareholder value in the future, as we have over the last 20 years.

Now I'd like to turn the call over to Thomas Tippl who will take you through our financial results.

Thomas Tippl

Thank you, Bobby. Today, I'll begin with a recap of our record December quarter and calendar year results, followed by a review of our outlook for 2012. Please refer to our earnings release for a full GAAP to non-GAAP reconciliation. Also, the numbers I'll be quoting are compared to the prior year unless otherwise noted.

For the calendar year, on a GAAP basis, we generated record revenues of $4.8 billion, record operating margin of 28% and record EPS of $0.92. On a non-GAAP basis, for the calendar year, we generated significantly better-than-expected revenues of nearly $4.5 billion. We expanded our non-GAAP operating margin 170 basis points to a record 30.3%, and we grew EPS 18% to a record $0.93.

Despite challenging retail conditions, tough comps for Call of Duty and no frontline releases from Blizzard, we set new record results for the industry and exceeded our going-in expectations for 2011 by a wide margin.

Since our merger with Blizzard in 2008, our operating margins have increased by more than 625 basis points and reflect profitability well exceeding other interactive entertainment companies, most major media companies and several leaders in Internet and software. Additionally, since the merger, we have grown EPS double digits every year, and this year marks our largest increase yet. Finally and most importantly, this year, we generated nearly $1 billion in operating cash flow, which enables us to invest in our growth opportunities and return significant value to shareholders in the form of buybacks and dividends.

Over the last 3 years alone, we have invested over $3 billion in product development and sales and marketing, generated $3.5 billion in operating cash flow, and returned $3.1 billion in value to shareholders. All of these financial milestones further demonstrate that the opportunities in interactive entertainment far outweigh the challenges for us, and that we continue to focus our investments appropriately against the largest opportunities.

Now moving to the details of our fourth quarter results. On a GAAP basis, we generated revenues of $1.4 billion and earnings per share of $0.08. On a non-GAAP basis, we generated revenues of $2.4 billion and increased earnings per share by 17% to a new quarterly record of $0.62. Our strong performance for the quarter and year-to-date has been driven by our products with breakthrough innovation, online integration and digital revenue streams, including Blizzard's World of Warcraft, Activision's Call of Duty, and our newest IP, Skylanders.

In 2011, our products with online integration and digital revenue streams also drove record digital revenues of approximately $1.6 billion, and this was accomplished despite the lack of frontline releases from Blizzard.

Turning to the specific P&L line items for the fourth quarter. Please note, all percentages are based on revenues, except the tax rate. For GAAP, product costs were 38% and operating expenses were 60%. Our GAAP tax rate was negative due to strong profit performance abroad where corporate tax rates are lower and tax reserves rolling off after the statute of limitations expired.

For the quarter, non-GAAP product costs were 31%. This is up from our prior outlook due to the over-performance of our distribution business. Non-GAAP operating expenses were 32%, lower than our prior outlook, due mainly to leverage from strong top line performance, including over-performance of Skylanders toys. Investment income was negative as a result of FX hedges for the fourth quarter. Finally, our tax rate came in at 18%, which is lower than expected for the same reasons I mentioned a minute ago.

Now turning to the balance sheet. On December 31, we had no debt and a record $3.54 billion, or nearly $3 per share, in cash and investments. This is despite significant investment in the most robust pipeline of new products and services we have ever had and returning about $875 million in value to shareholders through dividends and share repurchase in 2011.

The strength of our balance sheet and the consistency of our cash flows are major competitive advantages that afford us the ability to first, invest for future growth in opportunities with the highest organic return on invested capital like this year's successful launches of Skylanders and Call of Duty Elite, which established 2 new vectors for long-term growth; second, invest for future growth through the allocation of capital to attractive external opportunities, for example, with our 10-year exclusive agreement with Bungie; and finally, return value in the form of dividends and share repurchases. And today, we were pleased to announce that the board authorized a new $1 billion repurchase program to begin in April and increased the cash dividend by 9% to $0.18 per share.

So let me now move on to the outlook for 2012. As we've done historically, we begin the year with a reasonably conservative approach, due in part to the continued uncertainties in the broader macroeconomic environment and volatility in foreign exchange markets. We entered the year with financial strength, strong market fundamentals for digital and an expanding portfolio of category-leading franchises and unique online service capabilities that offer expansion opportunities for the long term. Accordingly, we are focused on strengthening operations at retail, expanding our digital footprint and adding innovation and new business models to each of our properties to continue driving growth.

Specifically, this year, we expect growth from Blizzard. In addition to World of Warcraft, which provides a strong foundation, Blizzard plans to launch at least 2 titles this year, including Diablo III with its real money auction house. Business pipeline has never been stronger, including World of Warcraft: Mists of Pandaria, StarCraft II: Heart of the Swarm, the Blizzard DOTA and the next-generation MMO.

Second, Activision Publishing will be laser-focused on raising the bar with this year's new Call of Duty, growing Call of Duty Elite and expanding the Skylanders franchise. The Skylanders franchise is well positioned for growth this year, driven by the continued sales of Skylanders and its new launch of Skylanders Giants. We will also continue to invest in the development of Call of Duty for China, as well as the Bungie universe, which is expected to be one of Publishing's next big things.

Third, we plan to continue our track record of operating margin expansion. In 2012, margin expansion should be fueled by an increasing mix of higher-margin revenues, strong performance from above-average margin in Skylanders toys, and the high-margin Blizzard product slate. In addition, we continue to undertake productivity improvement initiatives across key areas of operating expenses. This should allow us to expand our non-GAAP margins to a new record while continuing to invest in our future product pipeline and online capabilities. So now on to the numbers.

For calendar year 2012, on a GAAP basis, we expect net revenues of $4.15 billion, product cost of 29% and operating expenses of 48%. We expect a tax rate of 26% for the year and have assumed a share count of about 1.15 billion, resulting in EPS of $0.63. Our GAAP results are expected to be down versus the prior year due to significantly larger deferrals from 2012 into 2013, driven by Blizzard's slate and growth of Call of Duty Elite.

For 2012, we expect non-GAAP net revenues of $4.5 billion. At our Analyst Day in September, we projected 5%-plus average annual revenue growth through 2014 off a base of $4.05 billion. Our outlook today represents an 11% revenue increase versus that baseline and again, already in the first year, puts us way ahead of our long-term growth plan.

This year, we expect non-GAAP revenue growth from Blizzard, driven by the release of 2 new titles and from the core Activision Publishing business, offset by a reduction of approximately $130 million in revenues from our distribution and affiliate businesses. In addition, we factored in about $200 million of negative FX year-over-year to protect against potentially adverse volatility in the currency markets. On a constant currency basis, our initial outlook calls for 5% revenue growth. We expect non-GAAP product cost of 27% and operating expenses of about 40%. This should result in year-over-year non-GAAP operating income growth of 8%, and on a constant currency basis, growth of 15%.

For calendar 2012, we expect non-GAAP EPS of $0.94. Again, at our Analyst Day, we projected 10%-plus average annual earnings growth for 2014 with a starting point of $0.77. And our outlook today already represents a 22% increase in EPS. That puts us significantly ahead of our growth targets despite reasonably conservative assumptions going into the year.

The 2012 non-GAAP EPS outlook of $0.94 is only slightly ahead of prior year actuals due to a higher tax rate versus a year ago. On the other hand, we now expect that the 27% tax rate for 2012 is also a good planning assumption for our long-term tax rate versus our previous long-term tax rate assumption of 30%. This lower average long-term tax rate is a result of stronger international profit performance. And applying our current multiple, this amounts to more than $0.5 billion of additional value creation for our shareholders.

Over the last 3 years, we've outperformed our going-in GAAP EPS outlook. And people always ask, where could there be upside to our numbers? We think there are big 5 areas. Number one, if Blizzard releases more than 2 titles this year; two, if the Call of Duty franchise continues its track record of growth; three, if Call of Duty Elite comes in better than expected; four, if Skylanders' toy momentum continues and Giants is a top 10 title for the year; and five, if FX rates stay where they are currently. Now keep in mind, there's also risk associated with each of these items, as well as other risks highlighted in our Safe Harbor statement and 10-K.

So moving on to the March quarter outlook. This quarter, we do not have any major frontline releases, but we will release our first à la carte map pack for Modern Warfare 3 on Xbox. So for the March quarter, on a GAAP basis, we expect net revenues of $965 million, with product costs of 30% and operating expenses of 34%. We expect GAAP earnings per share of $0.22.

For the March quarter, on a non-GAAP basis, we expect revenues of $525 million. Revenues are expected to be down versus the prior year, due in part to differences in launch timing of the à la carte Modern Warfare 3 DLC. This quarter, the à la carte DLC pack will not hit until late in the quarter and only on Xbox. Last year, the first map pack launched early in the quarter and on both platforms. There will also be some impact due to Call of Duty Elite as revenues are recognized ratably over the 12-month subscription, starting with activation.

Blizzard revenues are also expected to be down in the quarter due to tough comps, as last year they benefited from a higher subscriber base and the strong holiday launch of Cataclysm. We expect non-GAAP product costs of 34% and operating expenses of 57%.

Operating expenses are expected to be higher than the prior year due to lower revenues and increased investments, especially in sales and marketing for Blizzard's upcoming release of Diablo III and Activision Publishing's Call of Duty Elite. For the quarter, we expect non-GAAP EPS of $0.03. So in summary, 2011 was another year of strong financial and operational performance. And we think that our strength in the retail and digital segments, combined with our ability to create new revenue streams through continued disciplined capital investments and ongoing cost-containment efforts, position us in 2012 for yet another record year.

So now let me hand it over to Eric to discuss our Activision Publishing business.

Eric Hirshberg

Thanks, Thomas, and hello, everyone. 2011 was an incredible year for Activision Publishing. I'm proud to say that, especially given that last year, at this time, many doubted whether we could deliver the best-selling game of the year, launch a new online digital service and launch a new intellectual property, creating a new multi-platform franchise in the process. So I'm happy to say that we not only achieved all of these goals but exceeded them and ended the year stronger and more profitable than ever.

These achievements would not have been possible without the hard work and dedication of everyone at Activision Publishing worldwide, and I want to thank them for their efforts. Without their focus, drive and creativity, we could not have had the largest entertainment launch in history for the third consecutive year, delivering the highest grossing game ever in a single year with Call of Duty: Modern Warfare 3; nor could we have launched a new intellectual property that will become the #1 kids video game of the year in Skylanders: Spyro's Adventure; nor could we have launched one of the fastest-growing premium subscription services ever with Call of Duty Elite. Each of these accomplishments was unprecedented and enabled us to deliver record operating margins and significant income growth. But more importantly, we created 2 new revenue streams for the company in one year that have the potential to be large and accretive in the future.

So before I go into detail about our upcoming slate, I would like to quickly recap the broader market trends, which direct where we focus our time, energy and resources. First, in 2011, the hardware installed base continued to grow to record levels, especially for HD consoles. And in 2012, we expect the installed base of current-gen systems in North America and Europe will increase 14% to 355 million units, the highest ever. Within that, we expect that the installed base of the online-enabled consoles, the 360 and PS3, specifically, will increase 18% to 112 million, and this doesn't include the expected launch of the Wii U.

Second, we continue to see strong growth in digital channels. In 2011, digital revenues grew double digits, and we saw increased consumer acceptance of new business models like subscriptions, in-game transactions and downloadable content. And in 2012, we expect worldwide growth for retail and digital, combined with digital expected to grow double digits again in the U.S. and Europe.

Overall, today's positive market fundamentals create even greater global opportunities for the best franchises, especially high-margin, online-enabled franchise, which aligns squarely with our portfolio and our strategies. Our objective is to continue building our strong and growing global player communities. This year, we are focused on 5 areas that we expect will drive growth over the next few years which include further expanding the Call of Duty franchise; enhancing and growing Call of Duty Elite, building on the momentum of Skylanders; investing and laying the foundation for the launch of the new Bungie universe; and investing in new opportunities like IP, tech, emerging platforms and new business models.

With respect to Call of Duty, make no mistake, we will continue to invest heavily in the expansion of the franchise, which once again demonstrated its incredible reach and engagement this year. Today, Call of Duty is one of the largest entertainment franchises ever, and we have grown the brand every year for the past 8 years. And this year was no different.

What is different, and unlike many other franchises in interactive entertainment today, is that the franchise has many verticals that contribute and continue to show incredible staying power. In 2011, previous and current Call of Duty releases continued to rank at the top of the global sales charts, continued to rank at the top of global engagement charts and continued to set new records in downloadable content sales.

In 2011, Modern Warfare 3 was the best-selling game in the U.S. and Europe. Black Ops was the #5 best-selling game, and Modern Warfare 2 and World at War still continued to sell in the millions. And by any measure, Call of Duty engagement has never been stronger. In 2011, the franchise is estimated to have had over 40 million monthly active users across 5 Call of Duty titles. In terms of MAUs in December alone, Modern Warfare 3 exceeded 20 million; Black Ops exceeded 10 million; Modern Warfare 2 exceeded 5 million; and World at War and Modern Warfare, which launched 3 and 4 years ago, respectively, had more than 2.5 million monthly active users combined.

Also, during 2011, Modern Warfare 3 was the most played game on Xbox LIVE, and the year-old Black Ops was the second most played game on Xbox LIVE. And the 2-year old Modern Warfare 2 was the third most played game on Xbox LIVE. And in 2011, sales of downloadable content for the franchise set new industry records, with growth exceeding the estimated growth rates of the social and mobile segments combined. On a cumulative basis, 2011 sales of DLC for Black Ops, Modern Warfare 2 and World at War were equivalent to a top 5 console title. Bottom line, the Call of Duty portfolio has never been larger or more diverse as it is comprised of a number of incredible games, additional content releases and online services that have created a very large and engaged online community.

And this year, we expect to further expand our presence with the launch of an all-new, epic first person shooter title under the Call of Duty brand. From what we've seen to date, the game already looks fantastic and will bring meaningful innovation to the franchise. I could not be more excited and truly look forward to sharing details with you in the future.

And we plan to keep our foot on the gas with Call of Duty Elite, which was specifically designed for the large and engaged Call of Duty online community and is already one of the fastest-growing and largest online services ever. Call of Duty Elite, which only launched last quarter, already has more than 7 million registered members and within that, more than 1.5 million players have already activated a premium annual membership, establishing Call of Duty Elite as the third largest interactive subscription service behind only World of Warcraft and Xbox LIVE, both of which, as you know, have been around for many years.

And although we are pleased with where we are today, the undisputable objective of Call of Duty Elite is to make the total Call of Duty experience more fun and more engaging, and we plan to launch additional features in the next 60 days.

In 2012, we will continue to offer stand-alone DLC for Modern Warfare 3; however, Elite premium subscribers will receive 9 consecutive months of content. This new model provides tremendous value to Elite premium members by offering more content more often and with more variety than ever before. And for players who already planned on buying all of the DLC, Call of Duty Elite costs less than buying all the downloadable content packs, essentially more than paying for itself.

Finally, we're already hard at work on Elite 2.0, with several innovative features being developed to work hand-in-hand with our next Call of Duty release, and look forward to sharing more details with you on it in the coming months.

So in total, even though it's still very early for Elite, there's much to be excited about. It has the potential to take connected multiplayer gaming to a new level, providing tremendous value to our players while at the same time creating a new long-term digital revenue stream for the company. Beyond Elite, we will continue to invest to expand Call of Duty's franchise by entering new markets and establishing new business models. Our studio in Shanghai is working hard on our first large-scale, free-to-play, micro-transaction Call of Duty game for the large and growing Chinese market, and we look forward to updating you on its progress.

We're very excited about all of the Call of Duty Elite growth initiatives that I just discussed. And remember, these only represent what we have announced publicly. There are more initiatives in the works that we expect to be able to share with you in the coming months.

Now I want to talk about Skylanders. As you know, developing new IP is one of the most challenging parts of this business. And we are happy to say that our new IP, Skylanders, exceeded expectations and achieved a number of impressive milestones. This is why driving the Skylanders momentum is one of our biggest objectives of this year. In 2011, Skylanders: Spyro's Adventure was the #1 kid video game in the U.S. and Europe, including toys, and was the largest new IP launch in Activision history. And per NPD, in the U.S., if you include toys, Skylanders would be the 10th best-selling game of the year and the only game in the top 10 that is not a sequel.

In just 2.5 months, this unknown IP generated more than $200 million in sales, including the sale of more than 20 million toys worldwide. And the momentum for toys has shown no signs of slowing. As Jerry Storch, CEO of Toys"R"Us, recently said, "The game was an enormous success last holiday, and the toys seem to evaporate as soon as they arrive on store shelves." We simply have not been able to keep up with the toy demand, and that is after shipping more than 20 million toys.

These facts not only validate this new mode of digital and physical play, but they also validate our strategy to focus on our biggest opportunities. In 2012, we expect continued sales of Skylanders: Spyro's Adventure, and we’ve just unveiled the next step forward for the incredible franchise with Skylanders Giants. Giants features 8 new super-sized figures and a new slate of more than 12 regular-sized Skylanders that are key to the evolving storyline of the game. We're also innovating the toys with new light technology, which will be integrated into the Giants so that they glow when they're on or near the portable power without batteries. The Giants -- with Giants, we plan an even more innovative and exciting rollout this holiday, and we'll benefit from the franchise's awareness, increased retailer support and installed base of starter packs to drive sales. I hope you all get to see Giants at Toy Fair next week in New York City.

In addition to launching Giants, we plan to further expand Skylanders -- the Skylanders experience by one, growing the Skylanders’ Web world. Today we have approximately a million registered users, and we expect to increase that number by offering more content and features, some of which will be monetizable. Two, launching the game on the iOS and Android platforms, making the experience even more accessible and engaging. And three, increasing the presence of the brand through licensing and partnership opportunities, which gives kids exciting new ways to interact with the Skylanders all year round.

Today, the combined toy and game industries generate more than $100 billion in sales. And with Skylanders, we are now participating with a hit in both. Given the momentum we have seen and the strong product marketing and online plans we have, we believe that Skylanders has the potential to be our next $1 billion franchise.

In fact, Jerry Storch from Toys"R"Us joined us again for the launch of Skylanders Giants earlier this week and said that he expects Skylanders to become one of the most successful toy franchises in history.

In addition to Call of Duty and Giants, we're excited about the open-world action game, PROTOTYPE 2, our wholly-owned IP which is expected to launch in Q2. There's a strong core fan base for the game, which has landed it on several lists of the most anticipated games of the year. We think we'll grow it by making the sequel even better and more satisfying to core gaming fans.

On the licensed IP side, we expect to release The Amazing Spider-Man game in conjunction with the theatrical blockbuster release this summer. We also expect to launch TRANSFORMERS: FALL OF CYBERTRON in the fall and to have releases from Wipeout and the long-standing successful Cabela's franchise, just to name a few.

Looking further out, we continue to lay the foundation for our new universe from Bungie, one of the world's best developers. Bungie continues to make incredible progress on what we expect to be a genre-defining new IP that will provide us with tremendous new opportunities and which remains one of our key strategic growth pillars for the future.

And lastly, we're willing to make significant yet prudent investments in opportunities like IP, tech, emerging platforms and new business models, and are always analyzing opportunities. When I came to Activision 1.5 years ago, investors told me they wanted to see 2 things: less dependence on the annual Call of Duty release, and new future revenue streams. So in just one year, we have not only shown the ability to continue to grow the Call of Duty franchise, we've also diversified the business, making it a true year-round business with several different income streams and growth vectors within it. We've shown the ability to make our revenue more predictable with the fastest-growing subscription service, Call of Duty Elite, and set new standards for year-round DLC business. And with Elite and Skylanders, we have added not 1 but 2 new revenue streams with large-scale potential. Add this to the longer-term, large-scale potential of our Bungie game, and I believe we are well positioned for the future.

In summary, 2011 was a breakthrough year. And looking ahead, we have an incredibly strong portfolio of games and in development are several exciting new properties and initiatives. We will continue to focus on our biggest market opportunities where we can develop and sustain a true competitive advantage and where we can bring true differentiated best-in-class experiences to our players. I'm looking forward to updating you on the plan and performance as this exciting year unfolds.

And with that, I'll now turn it over to Mike Morhaime who'll provide you with an update on Blizzard.

Michael Morhaime

Thank you, Eric. I want to quickly recap our activity from 2011. We launched both StarCraft II and World of Warcraft: Cataclysm in China and introduced the localized version of World of Warcraft to the fast-growing Brazilian market. We also announced the expansion sets for StarCraft II and World of Warcraft and kicked off the beta test for Diablo III. We're preparing to launch multiple titles in 2012. And with the next BlizzCon scheduled for 2013, our development teams are focused on bringing these games to players as quickly as possible.

Moving on to financials. In large part due to the record-breaking Cataclysm launch in 2010, our results in both Q4 2011 and the year are down versus prior year. Despite not releasing a new game, we still posted approximately $500 million in operating income for 2011 while investing in our strongest pipeline of games ever.

Subscriber numbers for World of Warcraft ended 2011 at approximately 10.2 million, with no significant change relative to the prior quarter. We released a major update in November, which included new dungeons and raids, as well as new features that made our exciting raid content more accessible to a broader audience.

This content update has been well received by the community, and we believe it has contributed to retaining our players in the wake of competitive launches. Another initiative that has been very successful is the World of Warcraft Annual Pass. This program was announced at BlizzCon this past year. Under its terms, players who commit to being a World of Warcraft subscriber for one year will get a free copy of Diablo III, unique digital items in World of Warcraft and other benefits. To date, we have signed up more than 1 million players in the West for the World of Warcraft Annual Pass.

Some of you may have seen recent news about the upcoming World of Warcraft expansion, Mists of Pandaria. Last week, we began inviting global press to visit our office to get a hands-on look at the game. The press visit will take place next month, and our players will be able to read the latest news on the game on March 19. We're looking forward to showcasing the game to our community and collecting more feedback as we prepare for the upcoming beta for Mists of Pandaria.

I mentioned earlier that we began beta testing for Diablo III last year. After receiving feedback from the community and our internal teams, we've implemented changes to the game, which we believe will greatly improve the game experience and ensure that the final release will live up to our high expectations. We have also been testing the auction house functionality. This testing will help ensure a smooth rollout of this feature with the retail launch so our players can safely and securely trade items with each other. Given the popularity of the Action/RPG genre and the keen interest in Diablo III, we expect this launch to be a big opportunity for Blizzard. We can also confirm that we are targeting a Q2 launch for Diablo III. We expect to announce more details about the release schedule in the coming weeks.

On the StarCraft II front. 2011 was definitely a banner year for eSports. One of the most popular leagues in the world, Major League Gaming, posted their more successful year ever. MLG has served more than 3.5 million unique viewers over the course of the year, with much of that viewership driven by StarCraft II. We believe that the excitement for eSports drives longevity and demand for our games. And with the recent announcement of our Battle.net World Championship season, we're looking forward to taking an even more visible leadership role in this space.

As part of the Battle.net World Championship initiative, Blizzard will work with eSports partners to create grassroots open tournaments at the national level to boost engagement in countries around the world. The reaction from our community on this initiative has been very positive, and we are looking forward to another exciting year for eSports.

In the midst of all the eSports buzz, the StarCraft development team has been making great progress on the new expansion, Heart of the Swarm. The feedback we collected on the campaign and multiplayer content from this past BlizzCon has been invaluable. We will share more news about Heart of the Swarm in the coming months.

Finally, we continue development work on Blizzard DOTA, a new free-to-play online game which we showcased at the last BlizzCon. Blizzard DOTA is being created using the StarCraft II engine and is based on an online gaming style that's become quite popular in recent years. We believe Blizzard DOTA has unique design elements that will distinguish it from competitors. More importantly, our game will feature well-known heroes and characters from all Blizzard franchises in the game, giving it instant recognition and appeal among Blizzard gamers. As with Heart of the Swarm, we're looking forward to sharing more news about Blizzard DOTA at a later date.

We expect 2012 to be a big year for Blizzard, with easily our strongest pipeline of games ever. With multiple titles expected to launch in 2012, we're committed to bringing our players what they want most, new gaming experiences in all their favorite Blizzard universes. And I speak for everyone at Blizzard when I say that we all can't wait to join them on Battle.net in the battlefields of Blizzard DOTA, Diablo III, Heart of the Swarm and Mists of Pandaria.

Thanks, and I'll turn the call back over to Kristin.

Robert A. Kotick

Kristin?

Michael Morhaime

Kristin?

Kristin Mulvihill Southey

Yes. And now we're going to let the operator take questions.

Question-and-Answer Session

Operator

[Operator Instructions] And we'll take our first question from Jeetil Patel with Deutsche Bank.

Jeetil J. Patel - Deutsche Bank AG, Research Division

A couple of questions. Can you talk about -- I guess, when you look at this year, your online business did $1.56 billion in revenue. If we kind of look at your guidance for the year, is it safe to assume online is going to be the fastest-growing segment, probably more like mid-teens type of growth as we look at that $4.5 billion number? And then second, as you look at Call of Duty Elite premium, you've got about a 20% pay rate. Do you think that this pay rate picks up? Or for 20% participation, Elite premium picks up as we progress the year and the different updates come out throughout the year?

Thomas Tippl

Jeetil, let me take the first question, online growth. We think that outside of World of Warcraft subscription revenue, all other digital revenue streams will show significant growth year-over-year. But as you know, we're starting the year with a lower WoW subscriber base. So I think -- our planning assumption at least doesn't include that we're going to lap the strong numbers we have delivered in 2011 on WoW subscriptions.

Robert A. Kotick

With respect to Elite, Jeetil, it's early days. When you look at the value, if you just take the value of downloadable content and the discount that would be applied to all the DLC, Elite is an enormous value. And I think as you start to roll out the service on multiple platforms, you'll start to see that, that rate has a possibility of improving.

Operator

And next we'll go to Neil Doshi with Citi.

Neil A. Doshi - Citigroup Inc, Research Division

Mike, I was wondering if you could provide us a little more detail around the subs for World of Warcraft. What was the impact from some of your marketing efforts? And then how many subs did you add from Brazil? And if you have any comments on trend that you could share with us, that would be great.

Michael Morhaime

Okay. So we were very pleased with the results of the marketing initiatives in Q4. The Chuck Norris spot was very effective. We've got over 29 million views of the spot on YouTube. And I think, just looking at how well the subscribership held up during our most competitive quarter ever, we're very happy with that. Engagement of the player base is very strong. We do not break down regional. We do not provide regional breakdown of subs, but we're off to a good start in Brazil. And I don't have any detail on churn.

Operator

And next we'll move on to Brian Pitz with UBS.

Brian J. Pitz - UBS Investment Bank, Research Division

Just a follow-up question from the last one on World of Warcraft, given the subs. Obviously, the competitive launch was very late in the quarter. Can you give us any indication on what users have actually done since the end of the quarter? Have you seen churn ramp up post that launch? And then a quick question on Call of Duty. Despite strong results, very strong results for the franchise, if you look at the NPD numbers for December, they’re actually below last year's levels for Black Ops. Can you give us any color there?

Michael Morhaime

Well, the most significant thing from the World of Warcraft standpoint for us was the launch of our free content update at the end of November where we made significant improvements to the end game, which is extremely important for long-term player retention. And the community response to the update has been very positive. And as we've seen with other updates like that, it has been successful in driving engagement. And I don't -- we don't provide interim updates in terms of post-quarter end, other than to say our strongest competitor did launch in December, and December was a good month for us.

Eric Hirshberg

And as for Call of Duty and the NPD data you cited, I would answer by saying that we had a very effective launch. And part of that launch was our most effective and aggressive pre-order program ever, which drew a lot of the business forward. So I think it's not unexpected that the shape of the curve looks a little bit different than years past immediately following that. But the launch was the most effective ever. The pre-order program was the most effective ever, and it's the best-selling game ever in a single year.

Robert A. Kotick

If you recall, we did $1 billion in 16 days, which, for any entertainment medium, was a record.

Operator

And next we'll hear from Ben Schachter with Macquarie.

Benjamin A. Schachter - Macquarie Research

Guys, I was wondering if I can get a sense of how big Skylanders might be as a percentage of revenue in 2012. And just in general, non-COD or World of Warcraft as a percentage of revenue in 2012? And then separately, there's just been a lot of discussion recently about online gambling, and I was just wondering how Activision could potentially play with that -- play in that with its current brands or even potentially just going into traditional casino games. Any thoughts on that would be great.

Robert A. Kotick

It’s really 2 things, Ben. All we have to say about Skylanders in 2012, it’s going to be giant. And there won't be any Skylander gambling this year. So Skylanders, a lot of momentum. We had some limited supply last year on toys. We're working to correct that as quickly as we can. We think the product plan for Skylanders this year is outstanding, and we've been very pleased with the success so far. On online gaming, while we have expressed an interest and we think that there's opportunity, it's a very long-term opportunity.

Operator

And moving forward, we will hear from Doug Creutz with Cowen and Company.

Douglas Creutz - Cowen and Company, LLC, Research Division

Another question on Warcraft. It looks like your subscription revenues, your revenues for the game, not just subscriptions, were down about 10% sequentially. And given that the subs were relatively flat, I was wondering if you can give some color around why, I guess, the ARPU was down so much.

Thomas Tippl

Yes. One of the factors that impact that is our Annual Pass promotion where we effectively, for the combination of products, gave a certain discount through the free delivery of Diablo and amount. So we're applying that discount on a pro rata basis across all of those products. So we've been recognizing on both Annual Pass subscribers lower market subscription run rates...

Eric Hirshberg

Effective at the time [indiscernible].

Thomas Tippl

Than what you've seen before we started the Annual Pass promotion.

Operator

And next we'll hear from Brian Karimzad with Goldman Sachs.

Brian Karimzad - Goldman Sachs Group Inc., Research Division

If you don't mind providing an update on the Call of Duty development in China and maybe how some of the coming releases of competitor titles there is causing you to maybe change course a bit on development? And then on free cash flow, Thomas, do you mind walking us through some of the factors in the decline? And was it the free cash flow itself that kept you at a lower realized buyback level in '11 versus '10? And how we might need to think about that for '12?

Eric Hirshberg

On Call of Duty China, in relation to your question, the development is going very, very well. And we feel that the level of graphic fidelity and gameplay that we're seeing will be breakthrough for the competitive marketplace. In terms of other competitors entering the market, we simply feel that we come in with a tremendously strong advantage, and that Call of Duty is already viewed as the premium first-person shooter in China, very high awareness going in. And the game itself will over-deliver we believe for the competitive set.

Thomas Tippl

And on your cash flow question, and you will note that last year, we delivered cash flow significantly above net income, which was possible because we made some significant improvements on the inventory front as we were unwinding the Guitar Hero business, so obviously, that's an event that doesn't happen every year. If you look at our free cash flow as a percentage of net income, we always said we should be trending above 80% of net income in terms of free cash flow. We continue to do that. And then cash flow, the free cash flow number for the year, the balance sheet item happened on one particular day in the year, which is December 31. There are always some shifts back and forth between the year from a receivables or a payables perspective. But I think our cash flow is fundamentally strong. Our net income to free cash flow conversion is strong and continues to track ahead of our 80% objective. So we feel pretty good about that.

Operator

And our last question will come from Edward Williams with BMO Capital Markets.

Edward S. Williams - BMO Capital Markets U.S.

A couple of questions on Call of Duty Elite. Can you talk a little bit about what the engagement is like of Call of Duty Elite from your paid subscribers versus the free users of it? And also, can you comment a little bit about the growth rate of paid subscribers since the game has launched? Is this something that should remain somewhat static between now and the release of the next Call of Duty title? Or should it build as we get closer to that title over time?

Eric Hirshberg

I'll answer your second part of your question first. We think that there will be natural spikes surrounding the release of DLC, and that it's sort of, if the current patterns are any guide, it’ll remain somewhat constant between those spikes. But as more and more DLC becomes available to play, the value of the $50 subscription rate gains in value for subscribers. As far as engagement, it's very early going. We've seen strong engagement from our paid subscribers. We've seen, not surprisingly, slightly less engagement from our free subscribers. But overall, we had some technological bumps at the very beginning that led to some frustration in our user base. That's why we gave the first month away free. And since we've stabilized the service, we see the engagement increasing.

Operator

And that is all the questions we have time for at this time. I'd like to turn the conference back over to management for any additional or closing remarks.

Kristin Mulvihill Southey

Well, thank you all. On behalf of everyone at Activision Blizzard, we thank you for your time and consideration and look forward to speaking to you in the future.

Operator

Thank you, ma'am. And that does conclude today's conference. We thank you for your participation. You may now disconnect.

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