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):  April 15, 2010

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))

Item 2.02.                                          Results of Operations and Financial Condition.

On April 15, 2010, Activision Blizzard, Inc. (the “Company”) issued a press release announcing that it expects its GAAP and non-GAAP net revenue and earnings per share for the quarter ended March 31, 2010 to exceed the guidance the Company previously gave for the quarter and updating its GAAP diluted earnings per share and non-GAAP diluted earnings per share outlook for the year ending December 31, 2010.

A copy of the press release is attached hereto as Exhibit 99.1.

Certain Information Not Filed.  The information in this Item 2.02 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 this 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 9.01.                                          Financial Statements and Exhibits.

(d)  Exhibits

99.1                           Press Release dated April 15, 2010 (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’S MARCH QUARTER 2010 FINANCIAL PERFORMANCE TRACKING AHEAD OF PRIOR OUTLOOK

Company Raises Earnings Per Share Outlook for Calendar Year

Performance Driven by Blizzard Entertainment’s World of Warcraft® and Activision’s Call of Duty®

Santa Monica, CA — April 15, 2010 — Activision Blizzard (Nasdaq: ATVI) announced today that its March quarter 2010 GAAP and non-GAAP net revenues and earnings per share are tracking ahead of the company’s prior outlook.

On February 10, 2010, the company provided an outlook for the March quarter of $1.1 billion in GAAP net revenues and GAAP earnings per diluted share of $0.20.  On a non-GAAP basis, the company provided an outlook of $525 million in net revenues and earnings per diluted share of $0.02.(1)

“We are tracking ahead of our March quarter outlook due to strong global demand for Blizzard Entertainment’s World of Warcraft® and Activision’s Call of Duty: Modern Warfare® 2,” stated Robert Kotick, CEO, Activision Blizzard.  “We benefitted from the record breaking launch of the Call of Duty: Modern Warfare 2 map pack, which was previously expected to launch in the June quarter.  Additionally, certain operating expenses previously planned for the March quarter will now be incurred in the June quarter.”

Kotick continued, “It is always helpful to begin a year with great momentum; however, we remain cautious about the economy and consumer spending and the fact

(1) For a reconciliation of the non-GAAP outlook provided in February 2010 to the equivalent GAAP measures, see Activision Blizzard’s February 10, 2010 press release.

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that the majority of our games are not expected to launch until the fall.  The company now expects GAAP diluted earnings per share of $0.49 and non-GAAP diluted earnings per share of $0.72 as compared to its prior outlook of $0.47 and $0.70 respectively.”(2)

Activision Blizzard expects to announce its March quarter 2010 financial results on May 6, 2010.

Headquartered in Santa Monica, California, Activision Blizzard, Inc. is a worldwide online, PC and console game publisher with leading positions across every major category 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, Norway, Denmark, the Netherlands, Russia, Australia, China, South Korea and the region of Taiwan.  More information about Activision Blizzard and its products can be found on the company’s website, www.activisionblizzard.com.

Non-GAAP Financial Measures:  Management believes that the presentation of the non-GAAP financial measures included in this press release provides investors with additional useful information to measure Activision Blizzard’s financial and operating performance because they facilitate comparison of operating performance between periods and help investors to better understand the Activision Blizzard’s operating results.  Internally, management uses these non-GAAP financial measures in assessing the company’s operating results, as well as in planning and forecasting.

Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP.  Activision Blizzard recognizes that there are limitations associated with the use of its non-GAAP financial measures.  Activision Blizzard’s non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles, and they 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.  For a further discussion of Activision Blizzard’s use of non-GAAP financial measures, see the February 10, 2010 press release.

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 financial forecasts, 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,” “would,” “might,” “remains,” “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

(2) The company’s outlook for non-GAAP diluted earnings per share excludes the expected impacts of the change in deferred net revenues and related cost of sales ($0.10 per share), stock based compensation ($0.07 per share), and the amortization of intangible assets ($0.06 per share).

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statements set forth in this release include, but are not limited to, sales levels of Activision Blizzard’s titles, shifts in consumer spending trends, the impact of the current macroeconomic environment, the seasonal and cyclical nature of the interactive game market, any further difficulties related to World of Warcraft in China, Activision Blizzard’s ability to predict consumer preferences among competing hardware platforms, declines in software pricing, product returns and price protection, product delays, retail acceptance of Activision Blizzard’s products, competition from the used game market, adoption rate and availability of new hardware (including peripherals) and related software, industry competition and competition from other forms of entertainment, rapid changes in technology, industry standards and consumer preferences including interest in specific genres such as music, first-person action and massively multiplayer online games, protection of proprietary rights, litigation against Activision Blizzard, 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 the other factors identified in the risk factors sections of Activision Blizzard’s most recent annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q.  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.  Forward-looking statements believed to be true when made 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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