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Activision Blizzard, Inc.

18. Related party transactions

Treasury

Our foreign currency risk policy seeks to reduce risks arising from foreign currency fluctuations. We use derivative financial instruments, primarily currency forward contracts and swaps, with Vivendi as our principal counterparty. The gross notional amount of outstanding foreign exchange swaps was $246 million at September 30, 2009. The notional amounts of outstanding forward foreign exchange contracts and foreign exchange swaps were $126 million and $118 million, respectively, at December 31, 2008. See Note 10 of the Notes to Condensed Consolidated Financial Statements for pre-tax net realized and unrealized gains (losses) that resulted from foreign exchange contracts and swaps with Vivendi and were recognized in our Condensed Consolidated Statements of Operations.

Others

Activision Blizzard has entered into various transactions and agreements, including treasury management services, investor agreement, internal group reporting services, credit facilities arrangement and music royalty agreements with Vivendi and its subsidiaries and affiliates. None of these services, transactions and agreements with Vivendi and its subsidiaries and affiliates is material either individually or in the aggregate to the Condensed Consolidated Financial Statements as a whole.

AMEREN CORP

NOTE 8 - RELATED PARTY TRANSACTIONS

The Ameren Companies have engaged in, and may in the future engage in, affiliate transactions in the normal course of business. These transactions primarily consist of gas and power purchases and sales, services received or rendered, and borrowings and lendings. Transactions between affiliates are reported as intercompany transactions on their financial statements, but are eliminated in consolidation for Ameren’s financial statements. For a discussion of our material related party agreements, see Note 14 - Related Party Transactions under Part II, Item 8 of the Form 10-K.

Illinois Electric Settlement Agreement

As part of the Illinois electric settlement agreement, the Ameren Illinois Utilities, Genco and AERG agreed to make aggregate contributions of $150 million over four years as part of a comprehensive program providing approximately $1 billion of funding for rate relief to certain Illinois electric customers, including customers of the Ameren Illinois Utilities.

At September 30, 2009, CIPS, CILCO and IP had receivable balances from Genco for reimbursement of customer rate relief of $1 million, less than $1 million, and $1 million, respectively. Also at September 30, 2009, CIPS, CILCO and IP had receivable balances from AERG for reimbursement of customer rate relief of less than $1 million each. During the three and nine months ended September 30, 2009, Genco incurred charges to earnings of $2 million and $7 million, respectively, for customer rate relief contributions and program funding reimbursements to the Ameren Illinois Utilities (CIPS - $1 million and $3 million, CILCO - less than $1 million and $1 million, IP - $1 million and $3 million, respectively), and AERG incurred charges to earnings of $1 million and $3 million, respectively (CIPS - less than $1 million and $1 million, CILCO - less than $1 million and $1 million, IP - less than $1 million and $1 million, respectively). The Ameren Illinois Utilities recorded most of the reimbursements received from Genco and AERG as electric revenue with an immaterial amount recorded as miscellaneous revenue.

Electric Power Supply Agreements

The following table presents the amount of physical gigawatthour sales under related party electric power supply agreements for the three and nine months ended September 30, 2009 and 2008:


	Three Months		Nine Months
	2009	2008	2009	2008
Genco sales to Marketing Company^(a)	3,389	4,276	10,347	12,217
AERG sales to Marketing Company^(a)	1,923	1,794	4,898	5,107
Marketing Company sales to CIPS^(b)	226	463	1,044	1,557
Marketing Company sales to CILCO^(b)	96	222	457	702
Marketing Company sales to IP^(b)	282	715	1,409	2,217

(a)	Both Genco and AERG have a power supply agreement with Marketing Company whereby Genco and AERG sell and Marketing Company purchases all the capacity and energy available from Genco’s and AERG’s generation fleets.

(b)	Marketing Company contracted with CIPS, CILCO, and IP to provide power based on the results of the September 2006 Illinois power procurement auction. The values in this table reflect the physical sales volumes provided in that agreement.

Capacity Supply Agreements

CIPS, CILCO and IP, as electric load serving entities, must acquire capacity sufficient to meet their obligations to customers. In 2009, the Ameren Illinois Utilities used a RFP process, administered by the IPA, to contract the necessary capacity for the period from June 1, 2009, through May 31, 2012. Both Marketing Company and UE were winning suppliers in the Ameren Illinois Utilities’ capacity RFP process. In April 2009, Marketing Company contracted to supply capacity to the Ameren Illinois Utilities for $4 million, $9 million, and $8 million for the twelve months ending May 31, 2010, 2011, and 2012, respectively. In April 2009, UE contracted to supply capacity to the Ameren Illinois Utilities for $2 million, $2 million, and $1 million for the twelve months ending May 31, 2010, 2011, and 2012, respectively.

Energy Swaps

CIPS, CILCO and IP, as electric load serving entities, must acquire energy sufficient to meet their obligations to customers. In 2009, the Ameren Illinois Utilities used a RFP process, administered by the IPA, to procure financial energy swaps from June 1, 2009, through May 31, 2011. Marketing Company was a winning supplier in the Ameren Illinois Utilities’ energy swap RFP process. In May 2009, Marketing Company entered into financial instruments that fixed the price that the Ameren Illinois Utilities will pay for approximately 80,000 megawatthours at approximately $48 per megawatthour during the twelve months ending May 31, 2010 and for approximately 89,000 megawatthours at approximately $48 per megawatthour during the twelve months ending May 31, 2011.

Collateral Postings

Under the terms of the power supply agreements between Marketing Company and the Ameren Illinois Utilities, which were entered into as part of the September 2006 Illinois power procurement auction, collateral must be posted by Marketing Company under certain market conditions to protect the Ameren Illinois Utilities in the event of nonperformance by Marketing Company. The collateral postings are unilateral, meaning that Marketing Company as the supplier is the only counterparty required to post collateral. At September 30, 2009, and December 31, 2008, there were no collateral postings necessary by Marketing Company related to the 2006 auction power supply agreements.

Under the terms of the 2009 Illinois power procurement agreements entered into through a RFP process administered by the IPA, suppliers must post collateral under certain market conditions to protect the Ameren Illinois Utilities in the event of nonperformance. The collateral postings are unilateral, meaning only the suppliers would be required to post collateral. Therefore, UE, as a winning supplier of capacity, and Marketing Company, as a winning supplier of capacity and financial energy swaps, may be required to post collateral. As of September 30, 2009, there were no collateral postings necessary between UE and the Ameren Illinois Utilities or between Marketing Company and the Ameren Illinois Utilities related to the 2009 Illinois power procurement agreements.

Generation Interconnection Agreements

In 2008, Genco and CIPS signed an agreement requiring Genco to fund the cost of certain upgrades to CIPS’ electric transmission system. At September 30, 2009, CIPS had recorded $2 million in Other Deferred Credits and Liabilities, and Genco had recorded $2 million in Other Assets. These transactions were eliminated in consolidation on Ameren’s financial statements.

In September 2009, Marketing Company and CIPS signed an agreement requiring Marketing Company to fund the cost of certain upgrades to CIPS’ electric transmission system. At September 30, 2009, CIPS had recorded $5 million in Other Deferred Credits and Liabilities for the receipt of cash in advance of construction activities. These transactions were eliminated in consolidation on Ameren’s financial statements.

Money Pools

See Note 3 - Short-term Borrowings and Liquidity for a discussion of affiliate borrowing arrangements.

CILCO Support Services

On January 1, 2009, approximately 570 Ameren Services employees who provided support services to the Ameren Illinois Utilities were transferred to CILCO (Illinois Regulated). As CILCO employees, they provide services to CIPS and IP as well as to CILCO. The cost of support services provided by CILCO to CIPS and IP, including wages, employee benefits, professional services, and other expenses, are based on, or are an allocation of, actual costs incurred.

Intercompany Borrowings

Genco’s subordinated note payable to CIPS associated with the transfer in 2000 of CIPS’ electric generating assets and related liabilities to Genco matures on May 1, 2010. Interest income and expense for this note recorded by CIPS and Genco, respectively, was $1 million and $3 million (2008 - $2 million and $6 million, respectively) for the three and nine months ended September 30, 2009, respectively.

CILCORP (parent company) had outstanding borrowings from Ameren of $218 million and $152 million at September 30, 2009, and December 31, 2008, respectively. The average interest rate on CILCORP’s borrowings from Ameren was 6.5% and 4.3% for the three and nine months ended September 30, 2009, respectively (2008 - 3.5% and 3.7%, respectively). CILCORP recorded interest expense of $4 million and $6 million for these borrowings for the three and nine months ended September 30, 2009, respectively (2008 - less than $1 million for the three and nine months periods).

CILCO (AERG) had outstanding borrowings from Ameren of $334 million at September 30, 2009, and had no outstanding borrowings directly from Ameren at December 31, 2008. The average interest rate on CILCO’s (AERG) borrowings from Ameren was 6.5% and 5.8% for the three and nine months ended September 30, 2009, respectively. CILCO (AERG) recorded interest expense of $6 million and $8 million, respectively for these borrowings for the three and nine months ended September 30, 2009.

UE had no outstanding borrowings directly from Ameren at September 30, 2009, and had outstanding borrowings directly from Ameren of $92 million at December 31, 2008. The average interest rate on UE’s borrowings from Ameren was 0.2% and 1.2% for the three and nine months ended September 30, 2009 (2008 - 3.5% and 3.7%, respectively). UE recorded interest expense of less than $1 million for these borrowings for both the three and nine months ended September 30, 2009 (2008 - less than $1 million for the three and nine-month periods).

The following table presents the impact on UE, CIPS, Genco, CILCORP, CILCO, and IP of related party transactions for the three and nine months ended September 30, 2009 and 2008. It is based primarily on the agreements discussed above and in Note 14 - Related Party Transactions under Part II, Item 8 of the Form 10-K, and the money pool arrangements discussed in Note 3 - Short-term Borrowings and Liquidity of this report.


		Three Months										Nine Months
Agreement		UE		CIPS		Genco		CILCORP^(a)		IP		UE		CIPS		Genco		CILCORP^(a)		IP
Operating Revenues:
Genco and AERG power supply	2009	$(b	)	$(b	)	$214		$ 119		$(b	)	$(b	)	$(b	)	$654		$ 317		$(b	)
agreements with Marketing Company	2008	(b	)	(b	)	233		99		(b	)	(b	)	(b	)	658		252		(b	)
Ancillary services and capacity	2009	2		(b	)	(b	)	(b	)	(b	)	3		(b	)	(b	)	(b	)	(b	)
agreements with CIPS, CILCO and IP^(c)	2008	3		(b	)	(b	)	(b	)	(b	)	9		(b	)	(b	)	(b	)	(b	)
Genco gas sales to Medina Valley	2009	(b	)	(b	)	-		(b	)	(b	)	(b	)	(b	)	1		(b	)	(b	)
	2008	(b	)	(b	)	-		(b	)	(b	)	(b	)	(b	)	-		(b	)	(b	)
Genco gas sales to distribution companies	2009	(b	)	(b	)	(e	)	(b	)	(b	)	(b	)	(b	)	1		(b	)	(b	)
	2008	(b	)	(b	)	(e	)	(b	)	(b	)	(b	)	(b	)	6		(b	)	(b	)
CILCO support services^(h)	2009	(b	)	(b	)	(b	)	19		(b	)	(b	)	(b	)	(b	)	53		(b	)
	2008	(b	)	(b	)	(b	)	(b	)	(b	)	(b	)	(b	)	(b	)	(b	)	(b	)
Total Operating Revenues	2009	$2		$(b	)	$214		$ 138		$(b	)	$3		$(b	)	$656		$ 370		$(b	)
	2008	3		(b	)	233		99		(b	)	9		(b	)	664		252		(b	)
Purchased Power:
CIPS, CILCO and IP agreements with	2009	$(b	)	$32		$(b	)	$ 15		$44		$(b	)	$110		$(b	)	$ 51		$155
Marketing Company^(d)	2008	(b	)	32		(b	)	15		49		(b	)	104		(b	)	47		148
Ancillary services and capacity	2009	(b	)	1		(b	)	(e	)	1		(b	)	1		(b	)	(e	)	1
agreements with UE^(c)	2008	(b	)	1		(b	)	1		1		(b	)	3		(b	)	1		5
Ancillary services agreement with	2009	(b	)	-		(b	)	-		-		(b	)	(e	)	(b	)	(e	)	(e	)
Marketing Company	2008	(b	)	1		(b	)	1		2		(b	)	5		(b	)	3		8
Executory tolling agreement with Medina	2009	(b	)	(b	)	(b	)	(f	)	(b	)	(b	)	(b	)	(b	)	(f	)	(b	)
Valley	2008	(b	)	(b	)	(b	)	8		(b	)	(b	)	(b	)	(b	)	30		(b	)
Total Purchased Power	2009	$(b	)	$33		$(b	)	$ 15		$45		$(b	)	$111		$(b	)	$ 51		$156
	2008	(b	)	34		(b	)	25		52		(b	)	112		(b	)	81		161
Gas purchases for resale:
Gas purchases from Genco	2009	$-		$-		$(b	)	$ -		$(e	)	$-		$-		$(b	)	$ 1		$(e	)
	2008	-		-		(b	)	(e	)	-		-		-		(b	)	6		-
Operating Revenues and Purchased Power:
Insurance recoveries	2009	$-		$(b	)	$-		$ -		$(b	)	$-		$(b	)	$-		$ -		$(b	)
	2008	-		(b	)	(5	)	(3	)	(b	)	(e	)	(b	)	(11	)	(4	)	(b	)
Other Operations and Maintenance:
Ameren Services support services agreement	2009	$31		$7		$7		$ 9		$12		$96		$22		$21		$ 28		$36
	2008	35		14		7		14		21		106		42		21		42		63
CILCO support services	2009	(b	)	5		(b	)	(b	)	8		(b	)	16		(b	)	(b	)	23
	2008	(b	)	(b	)	(b	)	(b	)	(b	)	(b	)	(b	)	(b	)	(b	)	(b	)
AFS support services agreement	2009	2		(e	)	(e	)	1		1		6		1		2		2		2
	2008	2		(e	)	1		1		(e	)	5		1		2		2		1
Insurance premiums^(g)	2009	1		(b	)	(e	)	(e	)	(b	)	2		(b	)	1		1		(b	)
	2008	2		(b	)	1		1		(b	)	7		(b	)	3		3		(b	)
Total Other Operations and	2009	$34		$12		$7		$ 10		$21		$104		$39		$24		$ 31		$61
Maintenance Expenses	2008	39		14		9		16		21		118		43		26		47		64
Interest Charges:
Interest expense (income) from money	2009	$-		$(e	)	$(e	)	$ (e	)	$-		$-		$(e	)	$1		$ 1		$(e	)
pool borrowings (advances)	2008	-		(e	)	(e	)	1		(e	)	-		(e	)	(e	)	1		(e	)

(a)	Amounts represent CILCORP and CILCO activity.

(b)	Not applicable.

(c)	Represents ancillary services to the Ameren Illinois Utilities for 2009 and 2008 and capacity to the Ameren Illinois Utilities in 2009.

(d)	Represents power supply costs under agreements entered into as part of the Illinois September 2006 auction, the 2008 energy and capacity RFPs, and the 2009 capacity RFP.

(e)	Amount less than $1 million.

(f)	In January 2009, CILCO transferred the tolling agreement to Marketing Company.

(g)	Represents insurance premiums paid to Energy Risk Assurance Company, an affiliate, for replacement power and property damage.

(h)	Includes revenues relating to property and plant additions during the three months ended September 30, 2009 (CIPS - $2 million and IP - $4 million) and during the nine months ended September 30, 2009 (CIPS - $5 million and IP - $9 million).

AMERICAN INTERNATIONAL GROUP INC

9. Ownership and Transactions With Related Parties

(a) Ownership: According to the Schedule 13D filed on June 5, 2009 by Maurice R. Greenberg, Edward E. Matthews, Starr International Company, Inc. (Starr International), C.V. Starr & Co. (CV Starr), Inc., Universal Foundation, Inc. (Universal Foundation), The Maurice R. and Corinne P. Greenberg Family Foundation, Inc., Maurice R. and Corinne P. Greenberg Joint Tenancy Company, LLC and C.V. Starr & Co., Inc. Trust. Mr. Greenberg, Mr. Matthews, Starr International, CV Starr and Universal Foundation could be deemed to beneficially own 14,146,455 shares of AIG's common stock at that date. Based on the shares of AIG's common stock outstanding at October 30, 2009, this ownership would represent approximately 10.5 percent of the common stock of AIG. Although these reporting persons may have made filings under Section 16 of the Securities Exchange Act of 1934 (the Exchange Act), reporting sales of shares of common stock, no amendment to the Schedule 13D has been filed to report a change in ownership subsequent to June 5, 2009.

(b) Reinsurance: Following its deconsolidation, Transatlantic is considered a related party due to AIG's ownership of 13.9 percent of Transatlantic's common stock outstanding. At September 30, 2009, Transatlantic represented AIG's largest third-party reinsurer. Transatlantic's core operating subsidiaries have financial strength ratings of A1 by Moody's and A+ by S&P.

(c) For discussion of the AIG Series C Preferred Stock and the ownership by the Trust, see Note 8 herein.

AMGEN INC

5. Related party transactions

We own a 50% interest in KA, a corporation formed in 1984 with Kirin Holdings Company, Limited (“Kirin”) for the development and commercialization of certain products based on advanced biotechnology. We account for our interest in KA under the equity method and include our share of KA’s profits or losses in “Selling, general and administrative” in the Condensed Consolidated Statements of Income. During the three and nine months ended September 30, 2009, our share of KA’s profits was $13 million and $49 million, respectively. During the three and nine months ended September 30, 2008, our share of KA’s profits was $22 million and $53 million, respectively. As of September 30, 2009 and December 31, 2008, the carrying value of our equity method investment in KA, net of dividends received, was $405 million and $356 million, respectively, and is included in non-current “Other assets” in the Condensed Consolidated Balance Sheets. KA’s revenues consist of royalty income related to its licensed technology rights. All of our rights to manufacture and market certain products, including darbepoetin alfa, pegfilgrastim, granulocyte colony-stimulating factor (“G-CSF”) and recombinant human erythropoietin, are pursuant to exclusive licenses from KA, which we currently market under the brand names Aranesp®, Neulasta®, NEUPOGEN® and EPOGEN®, respectively. KA receives royalty income from us, as well as from Kirin, J&J and F. Hoffmann-La Roche Ltd. (“Roche”) under separate product license agreements for certain geographic areas outside of the United States. During the three and nine months ended September 30, 2009, KA earned royalties from us of $85 million and $237 million, respectively. During the three and nine months ended September 30, 2008, KA earned royalties from us of $85 million and $243 million, respectively. These amounts are included in “Cost of sales (excludes amortization of certain acquired intangible assets)” in the Condensed Consolidated Statements of Income. As of September 30, 2009, KA owed us $4 million, which was included in “Other current assets” in the Condensed Consolidated Balance Sheet. At December 31, 2008, we owed KA $82 million, which was included in “Accrued liabilities” in the Condensed Consolidated Balance Sheet.

KA’s expenses primarily consist of costs related to R&D activities conducted on its behalf by Amgen and Kirin. KA pays Amgen and Kirin for such services at negotiated rates. During the three and nine months ended September 30, 2009, we earned revenues from KA of $27 million and $81 million, respectively, for certain R&D activities performed on KA’s behalf. During the three and nine months ended September 30, 2008, we earned revenues from KA of $41 million and $100 million, respectively, for certain R&D activities performed on KA’s behalf. These amounts are included in “Other revenues” in the Condensed Consolidated Statements of Income.

ANNALY CAPITAL MANAGEMENT INC

17. RELATED PARTY TRANSACTIONS

During the quarter ended September 30, 2009, the Company acquired 4,527,778 shares of CreXus common stock at a price of $15.00 per share. The Company owns 25% of CreXus and accounts for its investment using the equity method. CreXus is externally managed by FIDAC pursuant to a management agreement.

At September 30, 2009 and December 31, 2008, the Company had lent $153.1 million and $562.1 million, respectively, to Chimera pursuant to a reverse repurchase agreement. This amount is included at the principal amount which approximates fair value in the Company’s Statement of Financial Condition. The agreement is callable by the Company on a weekly basis. The interest rate at September 30, 2009 and December 31, 2008 was at the market rate of 1.74% and 1.43%, respectively. The collateral for this loan is mortgage-backed securities with a fair value of $216.9 million and $680.8 million at September 30, 2009 and December 31, 2008, respectively.

At September 30, 2009, the Company had $7.1 billion of repurchase agreements outstanding with RCap. The weighted average interest rate is 0.47% and the terms are one to two months. These agreements are collateralized by agency mortgage backed securities, with an estimated market value of $7.4 billion.

At September 30, 2009, RCap, in its ordinary course of business, financed through matched repurchase agreements, at market rates, $73.2 million for a fund that is managed by FIDAC.

APPLE INC

Note 10 – Related Party Transactions and Certain Other Transactions

The Company entered into a Reimbursement Agreement with its CEO, Steve Jobs, for the reimbursement of expenses incurred by Mr. Jobs in the operation of his private plane when used for Apple business. The Company recognized a total of approximately $4,000, $871,000 and $776,000 in expenses pursuant to the Reimbursement Agreement during 2009, 2008 and 2007, respectively. All expenses recognized pursuant to the Reimbursement Agreement have been included in selling, general and administrative expenses in the Consolidated Statements of Operations.

AVALONBAY COMMUNITIES INC

10. Related Party Arrangements

Unconsolidated Entities

The Company manages unconsolidated real estate entities for which it receives asset management, property management, development and redevelopment fee revenue. From these entities, the Company received fees of $1,878 and $1,622 in the three months ended September 30, 2009 and 2008, respectively and $5,423 and $4,805 for the nine months ended September 30, 2009 and 2008, respectively. These fees are included in management, development and other fees on the accompanying Condensed Consolidated Statements of Operations and Other Comprehensive Income.

Director Compensation

The Company recorded non-employee director compensation expense relating to restricted stock grants and deferred stock awards in the amount of $219 and $637 for the three and nine months ended September 30, 2009 as a component of general and administrative expense. Deferred compensation relating to these restricted stock grants and deferred stock awards was $583 and $137 on September 30, 2009 and December 31, 2008, respectively.

BLACKROCK INC.

10. Related Party Transactions

Anthracite

At September 30, 2009, the Company was committed to provide financing of up to $60, until March 2010, to Anthracite Capital, Inc. (“Anthracite”), a specialty commercial real estate finance company that is managed by a subsidiary of BlackRock. The financing is collateralized by Anthracite pledging its ownership interest in a real estate debt investment fund, which also is managed by a subsidiary of BlackRock. At September 30, 2009, $33.5 of financing was outstanding, which matured in October 2009. Upon maturity Anthracite rolled over the borrowings to January 2010. At June 30, 2009, the value of the collateral was estimated to be $28.5, which resulted in a reduction in due from related parties on the Company’s condensed consolidated statement of financial condition of $5 and an equal amount recorded in general and administration expense in the three months ended June 30, 2009. Based on the value of the collateral and the borrowings outstanding at September 30, 2009, the Company has no obligation to loan additional amounts to Anthracite under this facility. The Company has granted waivers for certain breaches of financial covenants of Anthracite’s credit facility.

On October 28, 2009, the Company and Anthracite entered into an amendment to the financing providing that interest shall be payable only to the extent of cash flow from the collateral and only if there is no default or event of default under Anthracite’s senior secured facilities. All accrued but unpaid interest is payable on the final maturity date.

Merrill Lynch and PNC

In July 2008, the Company entered into an amended and restated stockholder agreement and an amended and restated global distribution agreement with Merrill Lynch.

These changes to the stockholder agreement with Merrill Lynch, among other items, (i) provide Merrill Lynch with additional flexibility to form or acquire asset managers substantially all of the business of which is devoted to non-traditional investment management strategies such as short selling, leverage, arbitrage, specialty finance and quantitatively-driven structured trades; (ii) expand the definition of change in control of Merrill Lynch to include the disposition of two-thirds or more of its Global Private Client business; (iii) extend the general termination date to the later of July 16, 2013 or the date Merrill Lynch’s beneficial ownership of BlackRock voting securities falls below 20%; and (iv) clarify certain other provisions in the agreement.

The changes in the global distribution agreement in relation to the prior agreement, among other things, (i) provide for an extension of the term to five years from the date of a change in control of Merrill Lynch (to January 1, 2014 following Bank of America’s acquisition of Merrill Lynch) and one automatic 3-year extension if certain conditions are satisfied; (ii) strengthen the obligations of Merrill Lynch to achieve revenue neutrality across the range of BlackRock products distributed by Merrill Lynch if the pricing or structure of particular products is required to be changed; (iii) obligate Merrill Lynch to seek to obtain distribution arrangements for BlackRock products from buyers of any portion of its distribution business on the same terms as the global distribution agreement for a period of at least 3 years; and (iv) restrict the manner in which products managed by alternative asset managers in which Merrill Lynch has an interest may be distributed by Merrill Lynch.

In connection with the closings under the exchange agreements, (see Note 12, Capital Stock), on February 27, 2009 BlackRock entered into a second amended and restated stockholder agreement with Merrill Lynch and an amended and restated implementation and stockholder agreement with PNC, and a third amendment to the share surrender agreement with PNC.

Merrill Lynch and PNC (continued)

The changes contained in the amended and restated stockholder agreement with Merrill Lynch, in relation to the prior agreement, among other things, (i) revised the definitions of “Fair Market Value,” “Ownership Cap” and “Significant Stockholder”; and (ii) amended or supplemented certain other definitions and provisions therein to incorporate series B preferred stock and series C preferred stock, respectively. The changes contained in the amended and restated stockholder agreement with PNC, in relation to the prior agreement, among other things, (i) revised the definitions of “Fair Market Value,” “Ownership Cap,” “Ownership Percentage,” “Ownership Threshold” and “Significant Stockholder”; and (ii) amended or supplemented certain other provisions therein to incorporate series B preferred stock and series C preferred stock, respectively.

The amendment to the share surrender agreement provided for the substitution of series C preferred stock for the shares of common stock subject to the share surrender agreement.

Merrill Lynch Capital Contribution

In August 2009, Merrill Lynch reimbursed $25 to BlackRock for employee incentive awards issued to former MLIM employees who became BlackRock employees subsequent to the MLIM transaction. Upon receipt, the reimbursement was recorded as a capital contribution.

Boardwalk Pipeline Partners, LP

Loews provides a variety of corporate services to the Partnership and its subsidiaries under services agreements which have been operative since the Partnerships initial public offering. Services provided by Loews include, among others, information technology, tax, risk management, internal audit and corporate development services. Loews charged $4.0 million and $11.9 million for the three and nine months ended September 30, 2009, and $3.1 million and $10.6 million for the three and nine months ended September 30, 2008, to the Partnership for performing these services, plus related expenses and allocated overheads. Distributions paid related to limited partner units held by BPHC, the 2% general partner interest and IDRs held by Boardwalk GP were $195.0 million and $129.5 million for the nine months ended September 30, 2009, and 2008. In addition to these transactions, in the second quarter 2009, Boardwalk Pipelines entered into a $200.0 million Subordinated Loan Agreement with BPHC and the Partnership issued and sold 6.7 million common units to BPHC. Note 7 contains more information regarding these transactions.

Bunge LTD

9. RELATED PARTY TRANSACTIONS

Bunge purchased soybeans, related soybean commodity products and other commodity products and fertilizer products from its unconsolidated joint ventures, which totaled $251 million and $305 million for the three months ended September 30, 2009 and 2008, respectively, and $770 million and $831 million for the nine months ended September 30, 2009 and 2008, respectively. Bunge also sold soybean commodity products and other commodity products to these joint ventures, which totaled $122 million and $75 million for the three months ended September 30, 2009 and 2008, respectively, and $441 million and $184 million for the nine months ended September 30, 2009 and 2008. Bunge believes these transactions are recorded at values similar to those with third parties.

CBS CORP

6) RELATED PARTIES

National Amusements, Inc. National Amusements, Inc. ("NAI") is the controlling stockholder of CBS Corp. Mr. Sumner M. Redstone, the controlling stockholder, chairman of the board of directors and chief executive officer of NAI, is the Executive Chairman of the Board of Directors and founder of both CBS Corp. and Viacom Inc. At September 30, 2009, NAI beneficially owned CBS Corp. Class A Common Stock representing approximately 81% of the voting power of all classes of CBS Corp.'s Common Stock, and owned approximately 10% of CBS Corp.'s Class A Common Stock and Class B Common Stock on a combined basis.

During October 2009, NAIRI Inc., a wholly owned subsidiary of NAI, converted 5.8 million shares of CBS Corp. Class A Common Stock into shares of Class B Common Stock and then sold 28.6 million shares of CBS Corp. Class B Common Stock. As a result, at October 30, 2009, NAI beneficially owned approximately 79% of CBS Corp.'s Class A Common Stock and approximately 6% of CBS Corp.'s Class A Common Stock and Class B Common Stock on a combined basis.

Viacom Inc. CBS Corp., as part of its normal course of business, enters into transactions with Viacom Inc. and its subsidiaries. CBS Corp., through its Television segment, licenses its television products to Viacom Inc., primarily MTV Networks and BET. In addition, CBS Corp. recognizes advertising revenues for media spending placed by various subsidiaries of Viacom Inc., primarily Paramount Pictures. Paramount Pictures also distributes certain of the Company's television products in the home entertainment market. CBS Corp.'s total revenues from these transactions were $92.2 million and $244.8 million for the three months ended September 30, 2009 and 2008, respectively, and $204.5 million and $390.2 million for the nine months ended September 30, 2009 and 2008, respectively.

Showtime Networks pays license fees to Paramount Pictures for motion picture programming under an exclusive output agreement which covers feature films initially theatrically released in the United States through 2007. Showtime Networks has exhibition rights to each film licensed under this agreement during three pay television exhibition windows over the course of several years after each such film's initial theatrical release. This agreement has not been renewed for new feature films initially theatrically released in the United States after 2007. These license fees are initially recorded as programming inventory and amortized over the shorter of the life of the license agreement or projected useful life of the programming. In addition, CBS Corp. places advertisements with and leases production facilities from various subsidiaries of Viacom Inc. The total spending for all of these transactions was $6.9 million and $46.1 million for the three months ended September 30, 2009 and 2008, respectively, and $15.7 million and $58.2 million for the nine months ended September 30, 2009 and 2008, respectively.

The following table presents the amounts due from or due to Viacom Inc. in the normal course of business as reflected on CBS Corp.'s Consolidated Balance Sheets.



		At September 30, 2009		At December 31, 2008

Amounts due from Viacom Inc.:
Receivables	$	151.8	$	182.5
Other assets (Receivables, noncurrent)		216.7		249.8

Total amounts due from Viacom Inc.	$	368.5	$	432.3

Amounts due to Viacom Inc.:
Accounts payable	$	2.2	$	6.5
Program rights		35.9		48.2
Other liabilities (Program rights, noncurrent)		4.4		26.5

Total amounts due to Viacom Inc.	$	42.5	$	81.2

Other Related Parties. The Company owns 50% of The CW, a television broadcast network, which is accounted for by the Company as an equity investment. CBS Corp., through the Television segment, licenses its television products to The CW resulting in total revenues of $15.2 million and $14.8 million for the three months ended September 30, 2009 and 2008, respectively and $49.3 million and $39.5 million for the nine months ended September 30, 2009 and 2008, respectively.

The Company, through the normal course of business, is involved in transactions with other related parties that have not been material in any of the periods presented.

COCA COLA ENTERPRISES INC

NOTE 5 – RELATED PARTY TRANSACTIONS

We are a marketer, producer, and distributor principally of products of TCCC with greater than 90 percent of our sales volume consisting of sales of TCCC products. Our license arrangements with TCCC are governed by licensing territory agreements. TCCC owned approximately 35 percent of our outstanding shares as of October 2, 2009. From time to time, the terms and conditions of programs with TCCC are modified. For additional information about our relationship with TCCC, refer to Note 3 of the Notes to Consolidated Financial Statements in our Form 10-K.

The following table summarizes the transactions with TCCC that directly affected our Condensed Consolidated Statements of Operations for the three and nine months ended October 2, 2009 and September 26, 2008 (in millions):


	Three Months Ended						Nine Months Ended
	2009			2008			2009			2008
Amounts affecting net operating revenues:
Fountain syrup and packaged product sales	$	94		$	94		$	271		$	278
Dispensing equipment repair services		25			21			70			62
Packaging material sales (preforms)		15			19			50			52
Other transactions		12			25			34			64

Total	$	146		$	159		$	425		$	456


Amounts affecting cost of sales:
Purchases of syrup, concentrate, mineral water, and juice	$	(1,116	)	$	(1,251	)	$	(3,509	)	$	(3,841	)
Purchases of sweeteners		(103	)		(86	)		(334	)		(249	)
Purchases of finished products		(397	)		(442	)		(1,217	)		(1,223	)
Marketing support funding earned		94			145			279			410
Cold drink equipment placement funding earned		11			15			27			44

Total	$	(1,511	)	$	(1,619	)	$	(4,754	)	$	(4,859	)

We and TCCC engage in a variety of marketing programs to promote the sale of products of TCCC in territories in which we operate. Marketing support funding programs granted to us provide financial support principally based on our product sales or upon the completion of stated requirements, to offset a portion of the costs to us of the programs. For additional information about our various funding arrangements with TCCC, refer to Notes 1 and 3 of the Notes to Consolidated Financial Statements in our Form 10-K.

Effective January 1, 2009, we and TCCC agreed to (1) implement a new incidence-based economic model in the U.S. that better aligns system interests across all packages and channels, and (2) net a significant portion of our funding from TCCC, as well as certain other arrangements with TCCC related to the purchase of concentrate, against the price we pay TCCC for concentrate.

CONAGRA FOODS INC /DE/

19. RELATED PARTY TRANSACTIONS

Sales to affiliates (equity method investees) of $0.7 million and $0.5 million for the first quarter of fiscal 2010 and 2009, respectively, are included in net sales. We received management fees from affiliates of $4.8 million and $4.3 million in the first quarter of fiscal 2010 and 2009, respectively. Accounts receivable from affiliates totaled $0.8 million, $2.7 million, and $2.6 million at August 30, 2009, May 31, 2009, and August 24, 2008, respectively. Accounts payable to affiliates totaled $17.1 million, $14.3 million, and $13.8 million at August 30, 2009, May 31, 2009, and August 24, 2008, respectively.

CONOCOPHILLIPS

Note 17—Related Party Transactions

Significant transactions with related parties were:

	Millions of Dollars
	Three Months Ended September 30			Nine Months Ended September 30
	2009		2008	2009	2008

Operating revenues and other income (a)	$	1,871	3,944	5,236	11,115
Purchases (b)		3,614	6,038	9,264	16,129
Operating expenses and selling, general and administrative expenses (c)		85	142	241	385
Net interest expense (d)		19	15	58	55

(a) We sold natural gas to DCP Midstream, LLC and crude oil to the Malaysian Refining Company Sdn. Bhd. (MRC), among others, for processing and marketing. Natural gas liquids, solvents and petrochemical feedstocks were sold to Chevron Phillips Chemical Company LLC (CPChem), gas oil and hydrogen feedstocks were sold to Excel Paralubes and refined products were sold primarily to CFJ Properties and LUKOIL. Natural gas, crude oil, blendstock and other intermediate products were sold to WRB Refining LLC. In addition, we charged several of our affiliates including CPChem and Merey Sweeny, L.P. (MSLP) for the use of common facilities, such as steam generators, waste and water treaters, and warehouse facilities.

(b) We purchased refined products from WRB Refining. We purchased natural gas and natural gas liquids from DCP Midstream and CPChem for use in our refinery processes and other feedstocks from various affiliates. We purchased crude oil from LUKOIL and refined products from MRC. We also paid fees to various pipeline equity companies for transporting finished refined products and natural gas, as well as a price upgrade to MSLP for heavy crude processing. We purchased base oils and fuel products from Excel Paralubes for use in our refinery and specialty businesses.

(c) We paid processing fees to various affiliates. Additionally, we paid crude oil transportation fees to pipeline equity companies.

(d) We paid and/or received interest to/from various affiliates, including FCCL Partnership. See Note 6—Investments, Loans and Long-Term Receivables, for additional information on loans to affiliated companies.

CONSTELLATION ENERGY GROUP INC

Related Party Transactions

BGE—Income Statement

BGE is obligated to provide market-based standard offer service to all of its electric customers for varying periods. Bidding to supply BGE's market-based standard offer service to electric customers will occur from time to time through a competitive bidding process approved by the Maryland PSC.

Our merchant energy business will supply a portion of BGE's market-based standard offer service obligation to electric customers through May 31, 2012.

The cost of BGE's purchased energy from nonregulated subsidiaries of Constellation Energy to meet its standard offer service obligation was as follows:

	Quarter Ended September 30,				Nine Months Ended September 30,

	2009		2008		2009		2008

	(In millions)
Purchased energy	$	155.9	$	175.6	$	502.7	$	632.9

In addition, Constellation Energy charges BGE for the costs of certain corporate functions. Certain costs are directly assigned to BGE. We allocate other corporate function costs based on a total percentage of expected use by BGE. We believe this method of allocation is reasonable and approximates the cost BGE would have incurred as an unaffiliated entity. Other nonregulated affiliates of BGE also charge BGE for the costs of certain services provided.

The following table presents the costs Constellation Energy charged to BGE in each period.

	Quarter Ended September 30,				Nine Months Ended September 30,

	2009		2008		2009		2008

	(In millions)
Charges to BGE	$	38.9	$	44.5	$	104.0	$	114.6

BGE—Balance Sheet

BGE participates in a cash pool under a Master Demand Note agreement with Constellation Energy. Under this arrangement, participating subsidiaries may invest in or borrow from the pool at market interest rates. Constellation Energy administers the pool and invests excess cash in short-term investments or issues commercial paper to manage consolidated cash requirements. Under this arrangement, BGE had invested $77.3 million at September 30, 2009 and $148.8 million at December 31, 2008.

BGE's Consolidated Balance Sheets include intercompany amounts related to BGE's purchases to meet its standard offer service obligation, BGE's gas purchases, BGE's charges to Constellation Energy and its nonregulated affiliates for certain services it provides them, Constellation Energy and its nonregulated affiliates' charges to BGE for certain services provided to BGE, and the participation of BGE's employees in the Constellation Energy defined benefit plans.

BGE will cease participation in the cash pool in accordance with the Maryland PSC's order approving our transaction with EDF.

CSX CORP

NOTE 10. Related Party Transactions

Through a limited liability company, CSX and Norfolk Southern Corporation (“NS”) jointly own Conrail, Inc. (“Conrail”). CSX has a 42% economic interest and 50% voting interest in the jointly-owned entity, and NS has the remainder of the economic and voting interests. Pursuant to the Investments - Equity Method and Joint Ventures Topic, ASC 323, CSX applies the equity method of accounting to its investment in Conrail. At September 2009 and December 2008, CSX’s investment in Conrail was $626 million and $609 million, respectively.

CSX’s income statement is impacted in several ways by the joint ownership of Conrail. First, Conrail owns and operates rail infrastructure for the joint benefit of CSX and NS. This is known as the shared asset area. Conrail charges fees for right-of way usage, equipment rentals and transportation, and switching and terminal service charges in the shared asset area. In addition, because of CSX’s equity interest in Conrail, CSX also includes a share of Conrail’s income which is recorded as a contra-expense and reduces the total amount of expense recorded for Conrail. Also, purchase price amortization primarily represents the additional after-tax depreciation expense related to the write-up of Conrail’s fixed assets when the original purchase price, from the 1997 acquisition of Conrail, was allocated based on fair value. Lastly, interest expense is recorded on long-term payables to Conrail.

Table of Contents

CSX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 10. Related Party Transactions, continued

Dollar amounts of these items impacting the consolidated income statements were as follows:

	Third Quarters		Nine Months Ended
(Dollars in millions)	2009	2008	2009	2008
Income Statement Information:
Rents, Fees and Services	$26	$31	$76	$84
Equity in Income of Conrail	(6)	(6)	(20)	(18)
Purchase Price Amortization and Other	1	1	3	3
Interest Expense Related to Conrail	1	1	3	3
Income Statement Impact	$22	$27	$62	$72

Additional information about the investment in Conrail is included in CSX’s most recent Annual Report on Form 10-K.

DENBURY RESOURCES INC

Note 5. Related Party Transactions — Genesis

Interest in and Transactions with Genesis

Denbury’s subsidiary, Genesis Energy, LLC, is the general partner of, and together with Denbury’s other subsidiaries, owns an aggregate 12% interest in Genesis Energy, L.P. (“Genesis”), a publicly traded master limited partnership. Genesis’ business is focused on the mid-stream segment of the oil and natural gas industry in the Gulf Coast area of the United States, and its activities include gathering, marketing and transportation of crude oil and natural gas, refinery services, wholesale marketing of CO₂, and supply and logistic services.

We account for our 12% ownership in Genesis under the equity method of accounting as we have significant influence over the limited partnership; however, our control is limited under the limited partnership agreement and therefore we do not consolidate Genesis. Denbury received cash distributions from Genesis of $8.2 million and $4.9 million during the nine months ended September 30, 2009 and 2008, respectively. We also received $0.2 million and $0.1 million during the nine months ended September 30, 2009 and 2008, respectively, as directors’ fees for certain officers of Denbury that are board members of Genesis. There are no guarantees by Denbury or any of its other subsidiaries of the debt of Genesis or of Genesis Energy, LLC.

Incentive Compensation Agreement

In late December 2008, our subsidiary, Genesis Energy, LLC, entered into agreements with three members of Genesis management, for the purpose of providing them incentive compensation, which agreements make them Class B Members in Genesis Energy, LLC. The compensation agreements provide Genesis management with the ability to earn up to an approximate aggregate 17% interest in the incentive distributions that Genesis Energy, LLC receives (commencing in 2009) from Genesis. The percentage interest in the incentive distribution earned in any given period can vary based upon the Cash Available Before Reserves (“CABR”) per unit as generated by Genesis (excluding any transactions between Genesis and the Company) over each of the three individual’s base amount of CABR per unit as stated in their compensation agreement, subject to vesting and other requirements. As the amount of CABR per unit increases, the members’ share of the incentive distributions increases, up to a maximum aggregate 17% in any given period.

The amount payable under the award in the event of an employee termination is the present value of the member’s share of forecasted incentive distributions assuming the then current level of distributions continue into perpetuity. The award agreement dictates that the member’s share of future incentive distributions be discounted back to the payment date using a discount rate equal to the current distribution yield of market comparable general partners of master limited partnerships.

The awards vest 25% on each anniversary grant date. The awards are mandatorily redeemable upon termination of employment or change in control and require the membership interests of the holders of the awards to be redeemed for cash (or in certain circumstances Genesis limited partnership units) by Genesis Energy, LLC. The estimated fair value of these awards is measured each reporting period and recorded as a liability to the extent vested. Changes in the liability are recorded as compensation expense in “General and administrative” expenses in our Unaudited Condensed Consolidated Statement of Operations. We use the graded attribution method to recognize the share-based compensation expense associated with these awards. As of September 30, 2009, we had approximately $8.8 million recorded as a liability for these awards in our Unaudited Condensed Consolidated Balance Sheet. We recorded approximately $3.6 million in the three month period ended September 30, 2009 and $9.1 million in the nine month period ended September 30, 2009 in “General and administrative” expenses on our Unaudited Condensed Consolidated Statement of Operations, of which $0.1 million and $0.3 million in the three and nine month periods, respectively, relate to cash payments made under these awards and $3.5 million and $8.8 million, respectively, are associated with the fair value of the award.

The fair value of these awards is estimated using a discounted cash flow analysis which includes assumptions regarding a number of variables, including Genesis management’s estimates of future CABR generated by Genesis, the distribution yield of market comparable publicly-traded general partners of master limited partnerships and a discount rate which considers the risk of forecasted items being realized, the time value of money and the risk of nonperformance by Denbury. The fair value estimation does not represent the contractual amounts payable under these awards at a particular reporting date.

NEJD Pipeline and Free State Pipeline Transactions

On May 30, 2008, we closed on two transactions with Genesis involving our Northeast Jackson Dome (“NEJD”) pipeline system and Free State Pipeline, which included a long-term transportation service agreement for the Free State Pipeline and a 20-year financing lease for the NEJD system. We have recorded both of these transactions as financing leases. At September 30, 2009, we have recorded $171.4 million for the NEJD financing and $79.3 million for the Free State financing as debt, $3.2 million of which was recorded in current liabilities on our Unaudited Condensed Consolidated Balance Sheet. At December 31, 2008, we had $173.6 million for the NEJD pipeline and $76.6 million for the Free State Pipeline recorded as debt, of which $3.0 million was included in current liabilities in our Unaudited Condensed Consolidated Balance Sheet (see Note 4, “Notes Payable and Long-Term Indebtedness”).

Oil Sales and Transportation Services

We utilize Genesis’ trucking services and common carrier pipeline to transport certain of our crude oil production to sales points where it is sold to third party purchasers. We expensed $1.9 million and $2.2 million for these transportation services during the three months ended September 30, 2009 and 2008, respectively, and $6.1 million and $5.6 million during the nine months ended September 30, 2009 and 2008, respectively.

Transportation Leases

We have pipeline transportation agreements with Genesis to transport our crude oil from certain of our fields in Southwest Mississippi, and to transport CO₂ from our main CO₂ pipeline to Brookhaven Field for our tertiary operations. We have accounted for these agreements as capital leases. At September 30, 2009 and December 31, 2008, we had $4.0 million and $4.5 million, respectively, of capital lease obligations with Genesis recorded as liabilities in our Unaudited Condensed Consolidated Balance Sheets.

CO₂ Volumetric Production Payments

During 2003 through 2005, we sold 280.5 Bcf of CO₂ to Genesis under three separate volumetric production payment agreements. We have recorded the net proceeds of these volumetric production payment sales as deferred revenue and recognize such revenue as CO₂ is delivered under the volumetric production payments. At September 30, 2009 and December 31, 2008, $20.9 million and $24.0 million, respectively, was recorded as deferred revenue, of which $4.1 million was included in current liabilities at both September 30, 2009 and December 31, 2008. We recognized deferred revenue of $1.2 million for both the three month periods ended September 30, 2009 and 2008, respectively, and $3.2 million and $3.4 million during the nine month periods ended September 30, 2009 and 2008, respectively, for deliveries under these volumetric production payments. We provide Genesis with certain processing and transportation services in connection with transporting CO₂ to their industrial customers for a fee of approximately $0.20 per Mcf of CO₂. For these services, we recognized revenues of $1.5 million for both the three months ended September 30, 2009 and 2008, respectively, and $4.0 million and $4.1 million for the nine months ended September 30, 2009 and 2008, respectively.

DIRECTV GROUP INC

Note 7: Related Party Transactions

As discussed in more detail above in Note 2 of the Notes to the Consolidated Financial Statements, in May 2009, The DIRECTV Group, Liberty Media, LEI and certain subsidiaries of The DIRECTV Group entered into an agreement and plan of merger, as amended in July and October 2009. In addition, in the ordinary course of our operations, we enter into transactions with related parties as discussed below.

Liberty Media, Liberty Global and Discovery Communications

As a result of Liberty Media’s acquisition of an ownership interest in The DIRECTV Group, beginning February 27, 2008, transactions with Liberty Media and its affiliates, including its equity method investees, may be considered to be related party transactions as Liberty Media currently owns approximately 57% of our outstanding common stock. Our transactions with Liberty Media and its affiliates consist primarily of the purchase of programming.

In addition, John Malone, Chairman of the Board of Directors of The DIRECTV Group and of Liberty Media, has, as reported in their respective public filings, an approximate 31% voting interest in Discovery Communications, Inc., or Discovery Communications, and an approximate 40% voting interest in Liberty Global Inc., or Liberty Global, and serves as Chairman of Liberty Global, and certain of Liberty Media’s management and directors also serve as directors of Discovery Communications or Liberty Global. As a result of this common ownership and management, transactions with Discovery Communications and Liberty Global, and their subsidiaries or equity method investees may be considered to be related party transactions. Our transactions with Discovery Communications and Liberty Global consist primarily of purchases of programming created, owned or distributed by Discovery Communications and its subsidiaries and investees.

News Corporation and affiliates

News Corporation and its affiliates were considered related parties until February 27, 2008, when News Corporation transferred its 41% interest in our common stock to Liberty Media. Accordingly, the following contractual arrangements with News Corporation and its affiliates were considered related party transactions and reported through February 27, 2008: purchase of programming, products and advertising; license of certain intellectual property, including patents; purchase of system access products, set-top receiver software and support services; sale of advertising space; purchase of employee services; and use of facilities.

As discussed above in Note 6, during the first quarter of 2008, we received a $160 million cash capital contribution, which we recorded as “Additional paid-in-capital” in the Consolidated Balance Sheets.

Other

Other related parties include Globo, which provides programming and advertising to Sky Brazil, and companies in which we hold equity method investments, including Sky Mexico.

The majority of payments under contractual arrangements with related parties are pursuant to multi-year programming contracts. Payments under these contracts are typically subject to annual rate increases and are based on the number of subscribers receiving the related programming.

The following table summarizes sales to, and purchases from, related parties:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2009	2008(1)	2009	2008(1)
	(Dollars in Millions)
Sales:
Liberty Media and affiliates....................................................................	$13	$8	$38	$20
Discovery Communications, Liberty Global and affiliates................	3	—	7	4
News Corporation and affiliates.............................................................	—	—	—	2
Other............................................................................................................	3	2	8	6
Total.........................................................................................................	$19	$10	$53	$32
Purchases:
Liberty Media and affiliates....................................................................	$94	$81	$269	$184
Discovery Communications, Liberty Global and affiliates................	65	55	188	129
News Corporation and affiliates.............................................................	—	—	—	167
Other.............................................................................................................	121	105	356	298
Total.........................................................................................................	$280	$241	$813	$778

(1) Amounts disclosed represent transactions with News Corporation and affiliates from January 1, 2008 through February 27, 2008 and transactions with Liberty Media, Discovery Communications, Liberty Global and affiliates from February 27, 2008 to September 30, 2008.

The following table sets forth the amount of accounts receivable from and accounts payable to related parties as of:

	September 30, 2009	December 31, 2008
	(Dollars in Millions)
Accounts receivable..........................................................................................................	$23	$29
Accounts payable..............................................................................................................	194	165

The accounts receivable and accounts payable balances as of September 30, 2009 and December 31, 2008 are primarily related to affiliates of Liberty Media.

DIRECTV HOLDINGS LLC

Note 7: Related Party Transactions

The DIRECTV Group and affiliates

We determine our income taxes based upon our tax sharing agreement with The DIRECTV Group, which generally provides that the current income tax liability or receivable be computed as if we were a separate taxpayer. Payments made to our Parent under this tax sharing arrangement were $352 million for the nine months ended September 30, 2009 and $564 million for the nine months ended September 30, 2008. We also receive an allocation of employee benefit expenses from The DIRECTV Group. We believe that our consolidated financial statements reflect our cost of doing business in accordance with accounting guidance for the allocation of expenses for subsidiaries.

We paid cash dividends to our Parent in the amounts of $1,500 million during the nine months ended September 30, 2009 and $2,600 million during the nine months ended September 30, 2008.

Liberty Media, Liberty Global and Discovery Communications

As a result of Liberty Media’s acquisition of an ownership interest in The DIRECTV Group, beginning February 27, 2008, transactions with Liberty Media and its affiliates, including its equity method investees may be considered to be related party transactions as Liberty Media currently owns approximately 57% of our Parent’s outstanding common stock. Our transactions with Liberty Media and its affiliates consist primarily of the purchase of programming.

In addition, John Malone, Chairman of the Board of Directors of our Parent and of Liberty Media, has, as reported in their respective public filings, an approximate 31% voting interest in Discovery Communications, Inc., or Discovery Communications, and an approximate 40% voting interest in Liberty Global Inc., or Liberty Global, and serves as Chairman of Liberty Global, and certain of Liberty Media’s management and directors also serve as directors of Discovery Communications or Liberty Global. As a result of this common ownership and management, transactions with Discovery Communications and Liberty Global, and their subsidiaries or equity method investees may be considered to be related party transactions. Our transactions with Discovery Communications and Liberty Global consist primarily of purchases of programming created, owned or distributed by Discovery Communications and its subsidiaries and investees.

News Corporation and affiliates

News Corporation and its affiliates were considered related parties until February 27, 2008, when News Corporation transferred its 41% interest in our Parent’s common stock to Liberty Media. Accordingly, the following contractual arrangements with News Corporation and its affiliates were considered related party transactions and reported through February 27, 2008: purchase of programming, products and advertising; license of certain intellectual property, including patents; purchase of system access products, set-top receiver software and support services; sale of advertising space; purchase of employee services; and use of facilities.

Other

Companies in which we hold equity method investments are also considered related parties.

The following table summarizes sales to, and purchases from, related parties:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2009	2008(1)	2009	2008(1)
	(Dollars in Millions)
Sales:
Liberty Media and affiliates..........................................	$13	$8	$38	$20
Discovery Communications, Liberty Global and affiliates.........................................................................................	3	—	7	4
News Corporation and affiliates...................................	—	—	—	2
Other...................................................................................	—	—	1	—
Total...............................................................................	$16	$8	$46	$26
Purchases:
Liberty Media and affiliates..........................................	$93	$81	$267	$183
Discovery Communications, Liberty Global and affiliates.........................................................................................	55	50	163	115
News Corporation and affiliates...................................	—	—	—	157
The DIRECTV Group and affiliates.............................	—	—	1	—
Other...................................................................................	16	9	50	27
Total...............................................................................	$164	$140	$481	$482

The following table sets forth the amount of accounts receivable from and accounts payable to related parties as of:

	September 30, 2009	December 31, 2008
	(Dollars in Millions)
Accounts receivable..............................................................................	$26	$29
Accounts payable..................................................................................	155	156

The accounts receivable and accounts payable balances as of September 30, 2009 and December 31, 2008 are primarily related to affiliates of Liberty Media.

Discovery Communications, Inc.

17. RELATED PARTY TRANSACTIONS

The Company identifies related parties as investors in its consolidated subsidiaries, entities in which the Company’s has an investment accounted for using the equity method, and the Company’s executive management and directors and their respective affiliates. Transactions with related parties typically result from distribution of networks, mainly with the Discovery Japan, Inc. and Discovery Channel Canada joint ventures, production of content primarily with BBC affiliates, and services involving satellite uplink, systems integration, origination and post-production.

The following table presents a summary of balances related to transactions with related parties during the three and nine months ended September 30, 2009 and 2008 (in millions).


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2009		2008		2009		2008
Revenues	$	6	$	6	$	18	$	19
Operating costs and expenses	$	3	$	19	$	13	$	52

Revenues for the three and nine months ended September 30, 2008 exclude $15 million and $37 million, respectively, for related party transactions that were recorded by AMC, which was spun-off effective January 1, 2008. Operating costs and expenses for the three and nine months ended September 30, 2008 include disbursements of $14 million and $39 million, respectively, to an entity that is no longer a related party following the Newhouse Transaction.

The following table presents a summary of outstanding balances from transactions with related parties as of September 30, 2009 and December 31, 2008 (in millions).


	September 30,		December 31,
	2009		2008
Accounts receivable	$	5	$	12

DISH Network CORP

12. Related Party Transactions with EchoStar

Following the Spin-off, EchoStar has operated as a separate public company and we have no continued ownership interest in EchoStar. However, a substantial majority of the voting power of the shares of both companies is owned beneficially by our Chairman, President and Chief Executive Officer, Charles W. Ergen or by certain trusts established by Mr. Ergen for the benefit of his family.

EchoStar is our primary supplier of set-top boxes and digital broadcast operations and our key supplier of transponder leasing. Generally the prices charged for products and services provided under the agreements entered into in connection with the Spin-off are based on pricing equal to EchoStar’s cost plus a fixed margin (unless noted differently below), which will vary depending on the nature of the products and services provided. Prior to the Spin-off, these products were provided and services were performed internally at cost.

In connection with the Spin-off, we and EchoStar also entered into certain transitional services agreements pursuant to which we obtain certain services and rights from EchoStar, EchoStar obtains certain services and rights from us, and we and EchoStar have indemnified each other against certain liabilities arising from our respective businesses. Subsequent to the Spin-off, we also entered into certain agreements with EchoStar and may enter into additional agreements with EchoStar in the future. The following is a summary of the terms of the principal agreements that we have entered into with EchoStar that may have an impact on our financial position and results of operations.

“Equipment sales — EchoStar”

Remanufactured Receiver Agreement. We entered into a remanufactured receiver agreement with EchoStar under which EchoStar has the right to purchase remanufactured receivers and accessories from us for a two-year period ending on January 1, 2010. In August 2009, we and EchoStar agreed to extend this agreement through January 1, 2011. Under the remanufactured receiver agreement, EchoStar has the right, but not the obligation, to purchase remanufactured receivers and accessories from us at cost plus a fixed margin, which varies depending on the nature of the equipment purchased. EchoStar may terminate the remanufactured receiver agreement for any reason upon sixty days written notice to us. We may also terminate this agreement if certain entities acquire us.

“Transitional services and other revenue — EchoStar”

Transition Services Agreement. We entered into a transition services agreement with EchoStar pursuant to which EchoStar has the right, but not the obligation, to receive the following services from us: finance, information technology, benefits administration, travel and event coordination, human resources, human resources development (training), program management, internal audit, legal, accounting and tax, and other support services. The fees for the services provided under the transition services agreement are equal to cost plus a fixed margin, which varies depending on the nature of the services provided. The transition services agreement has a term of two years ending on January 1, 2010. EchoStar may terminate the transition services agreement with respect to a particular service for any reason upon thirty days prior written notice. We and EchoStar have agreed that following January 1, 2010 EchoStar will continue to have the right, but not the obligation, to receive from us certain of the services previously provided under the transition services agreement pursuant to a Professional Services Agreement between us and EchoStar for a one-year period and for successive one-year periods thereafter; however, EchoStar may terminate these services upon thirty days notice and either party may terminate the Professional Services Agreement upon sixty days prior written notice.

Management Services Agreement. We entered into a management services agreement with EchoStar pursuant to which we make certain of our officers available to provide services (which are primarily legal and accounting services) to EchoStar. Specifically, Bernard L. Han, R. Stanton Dodge and Paul W. Orban remain employed by us, but also serve as EchoStar’s Executive Vice President and Chief Financial Officer, Executive Vice President and General Counsel, and Senior Vice President and Controller, respectively. EchoStar makes payments to us based upon an allocable portion of the personnel costs and expenses incurred by us with respect to such officers (taking into account wages and fringe benefits). These allocations are based upon the estimated percentages of time to be spent by our executive officers performing services for EchoStar under the management services agreement. EchoStar also reimburses us for direct out-of-pocket costs incurred by us for management services provided to EchoStar. We and EchoStar evaluate all charges for reasonableness at least annually and make any adjustments to these charges as we and EchoStar mutually agree upon.

The management services agreement was for a one year period commencing on January 1, 2008, and renews automatically for successive one-year periods thereafter, unless terminated earlier (i) by EchoStar at any time upon at least 30 days’ prior written notice, (ii) by us at the end of any renewal term, upon at least 180 days’ prior notice; or (iii) by us upon written notice to EchoStar, following certain changes in control. The management services agreement was automatically renewed for an additional one year term through December 31, 2010.

Real Estate Lease Agreement. During 2008, we subleased space at 185 Varick Street, New York, New York to EchoStar for a period of approximately seven years. The rent on a per square foot basis for this sublease was comparable to per square foot rental rates of similar commercial property in the same geographic area at the time of the sublease, and EchoStar is responsible for its portion of the taxes, insurance, utilities and maintenance of the premises.

Packout Services Agreement. We entered into a packout services agreement with EchoStar, whereby EchoStar has the right, but not the obligation, to engage us to package and ship satellite receivers to customers that are not associated with us. The fees charged by us for the services provided under the packout services agreement are equal to our cost plus a fixed margin, which varies depending on the nature of the products and services provided. The original one year term of the packout services agreement was extended for an additional one year term and expires on December 31, 2009. EchoStar may terminate this agreement for any reason upon sixty days’ prior written notice to us. In the event of an early termination of this agreement, EchoStar will be entitled to a refund of any unearned fees paid to us for the services. We do not expect to renew this agreement.

“Satellite and transmission expenses — EchoStar”

Broadcast Agreement. We entered into a broadcast agreement pursuant to which EchoStar provides us broadcast services, including teleport services such as transmission and downlinking, channel origination, and channel management services for a two year period ending on January 1, 2010. We have the right, but not the obligation, to extend the broadcast agreement annually for up to two years. We have exercised our right to renew this agreement for an additional year. We may terminate channel origination services and channel management services for any reason and without any liability upon sixty days written notice to EchoStar. If we terminate teleport services for a reason other than EchoStar’s breach, we must pay EchoStar the aggregate amount of the remainder of the expected cost of providing the teleport services.

Satellite Capacity Agreements. We entered into satellite capacity agreements pursuant to which we lease satellite capacity on satellites owned or leased by EchoStar. The fees for the services to be provided under the satellite capacity agreements are based on spot market prices for similar satellite capacity and depend, among other things, upon the orbital location of the satellite and the frequency on which the satellite provides services. Generally, each satellite capacity agreement will terminate upon the earlier of: (i) the end of life or replacement of the satellite; (ii) the date the satellite fails; (iii) the date that the transponder on which service is being provided under the agreement fails; or (iv) January 1, 2010. We expect to enter into agreements pursuant to which we will continue to lease satellite capacity on certain satellites owned or leased by EchoStar after January 1, 2010.

Nimiq 5 Lease Agreement. During March 2008, EchoStar entered into a fifteen-year satellite service agreement with Bell TV, to receive service on 16 DBS transponders on the Nimiq 5 satellite at the 72.7 degree orbital location (the “Bell Transponder Agreement”). During September 2009, EchoStar entered into a fifteen-year satellite service agreement with Telesat Canada (“Telesat”) to receive service on all 32 DBS transponders on the Nimiq 5 satellite (the “Telesat Transponder Agreement”). As disclosed in EchoStar’s Current Report on Form 8-K filed September 18, 2009, upon the occurrence of certain events, the Bell Transponder Agreement would terminate and the Telesat Transponder Agreement would become effective. As of October 8, 2009, the Bell Transponder Agreement terminated and the Telesat Transponder Agreement became effective. The Nimiq 5 satellite was placed into service on October 10, 2009.

During March 2008, EchoStar also entered into a satellite service agreement (“DISH Bell Agreement”) with us, pursuant to which we will receive service from EchoStar on all of the DBS transponders covered by the Bell Transponder Agreement. We guaranteed certain obligations of EchoStar under the Bell Transponder Agreement. During September 2009, EchoStar also entered into a satellite service agreement (the “DISH Telesat Agreement”) with us, pursuant to which we will receive service from EchoStar on all of the DBS transponders covered by the Telesat Transponder Agreement. We have also guaranteed certain obligations of EchoStar under the Telesat Transponder Agreement. See discussions under “Guarantees” in Note 10. As disclosed in our Current Report on Form 8-K filed September 18, 2009, upon the occurrence of certain events, the DISH Bell Agreement and our guarantee of certain obligations of EchoStar under the Bell Transponder Agreement would terminate and the DISH Telesat Agreement and our guarantee of certain obligations of EchoStar under the Telesat Transponder Agreement would become effective. As of October 8, 2009, the DISH Bell Agreement and associated guarantee terminated and the DISH Telesat Agreement and associated guarantee became effective.

Under the terms of the DISH Telesat Agreement, we will make certain monthly payments to EchoStar that commenced when the Nimiq 5 satellite was placed into service and continue through the service term. Unless earlier terminated under the terms and conditions of the DISH Telesat Agreement, the service term will expire ten years following the date it was placed in service. Upon expiration of the initial term we have the option to renew the DISH Telesat Agreement on a year-to-year basis through the end-of-life of the Nimiq 5 satellite. Upon in-orbit failure or end-of-life of the Nimiq 5 satellite, and in certain other circumstances, we have certain rights to receive service from EchoStar on a replacement satellite.

QuetzSat-1 Lease Agreement. During November 2008, EchoStar entered into a ten-year satellite service agreement with SES Latin America S.A (“SES”), which provides, among other things, for the provision by SES to EchoStar of service on 32 DBS transponders on the QuetzSat-1 satellite expected to be placed in service at the 77 degree orbital location. During November 2008, EchoStar also entered into a transponder service agreement (“QuetzSat-1 Transponder Agreement”) with us pursuant to which we will receive service from EchoStar on 24 of the DBS transponders.

Under the terms of the QuetzSat-1 Transponder Agreement, we will make certain monthly payments to EchoStar commencing when the QuetzSat-1 satellite is placed into service and continuing through the service term. Unless earlier terminated under the terms and conditions of the QuetzSat-1 Transponder Agreement, the service term will expire ten years following the actual service commencement date. Upon expiration of the initial term, we have the option to renew the QuetzSat-1 Transponder Agreement on a year-to-year basis through the end-of-life of the QuetzSat-1 satellite. Upon a launch failure, in-orbit failure or end-of-life of the QuetzSat-1 satellite, and in certain other circumstances, we have certain rights to receive service from EchoStar on a replacement satellite.

TT&C Agreement. We entered into a telemetry, tracking and control (“TT&C”) agreement pursuant to which we receive TT&C services from EchoStar for a two year period ending on January 1, 2010. DISH Network has the right, but not the obligation, to extend the agreement annually for up to two years. We have exercised our right to renew this agreement for an additional year. The fees for the services provided under the TT&C agreement are cost plus a fixed margin. We may terminate the TT&C agreement for any reason upon sixty days prior written notice.

Satellite Procurement Agreement. We entered into a satellite procurement agreement pursuant to which we have the right, but not the obligation, to engage EchoStar to manage the process of procuring new satellite capacity for DISH Network. The satellite procurement agreement has a two year term expiring on January 1, 2010. The fees for the services to be provided under the satellite procurement agreement are cost plus a fixed margin, which varies depending on the nature of the services provided. We may terminate the satellite procurement agreement for any reason upon sixty days prior written notice. We and EchoStar have agreed that following January 1, 2010, we will continue to have the right, but not the obligation, to engage EchoStar to manage the process of procuring new satellite capacity for DISH Network pursuant to a Professional Services Agreement between us and EchoStar for a one-year period and for successive one-year periods thereafter; however, we may terminate these services upon thirty days prior written notice and either party may terminate the Professional Services Agreement upon sixty days notice.

“Cost of sales — subscriber promotion subsidies — EchoStar”

Receiver Agreement. EchoStar is currently our sole supplier of set-top box receivers. The table below indicates the dollar value of set-top boxes and other equipment that we purchased from EchoStar as well as the amount of such purchases that are included in “Cost of sales — subscriber promotion subsidies — EchoStar” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The remaining amount is included in “Inventories, net” and “Property and equipment, net” on our Condensed Consolidated Balance Sheets.


	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2009		2008		2009		2008
	(In thousands)
Set-top boxes and other equipment purchased from EchoStar	$	314,362	$	461,675	$	838,965	$	1,134,408


Set-top boxes and other equipment purchased from EchoStar included in “Cost of sales — subscriber promotion subsidies — EchoStar”	$	56,293	$	53,418	$	152,215	$	116,489

Under our receiver agreement with EchoStar, we have the right but not the obligation to purchase digital set-top boxes and related accessories, and other equipment from EchoStar for a two year period ending on January 1, 2010. We also have the right, but not the obligation, to extend the receiver agreement annually for up to two years. We have exercised our right to renew this agreement for an additional year. The receiver agreement allows us to purchase receivers and accessories from EchoStar at cost plus a fixed margin, which varies depending on the nature of the equipment purchased. Additionally, EchoStar provides us with standard manufacturer warranties for the goods sold under the receiver agreement. We may terminate the receiver agreement for any reason upon sixty days written notice to EchoStar. EchoStar may terminate the receiver agreement if certain entities were to acquire us. The receiver agreement also includes an indemnification provision, whereby the parties indemnify each other for certain intellectual property matters.

“General and administrative — EchoStar”

Product Support Agreement. We entered into a product support agreement pursuant to which we have the right, but not the obligation to receive product support from EchoStar (including certain engineering and technical support services) for all digital set-top boxes and related accessories that EchoStar has previously sold and in the future may sell to us. The fees for the services provided under the product support agreement are cost plus a fixed margin, which varies depending on the nature of the services provided. The term of the product support agreement is the economic life of such receivers and related accessories, unless terminated earlier. We may terminate the product support agreement for any reason upon sixty days prior written notice. In the event of an early termination of this agreement, we are entitled to a refund of any unearned fees paid to EchoStar for the services.

Real Estate Lease Agreements. We have entered into certain lease agreements pursuant to which we lease certain real estate from EchoStar. The rent on a per square foot basis for each of the leases is comparable to per square foot rental rates of similar commercial property in the same geographic area, and EchoStar is responsible for its portion of the taxes, insurance, utilities and maintenance of the premises. The term of each of the leases is set forth below:

Inverness Lease Agreement. The lease for certain space at 90 Inverness Circle East in Englewood, Colorado, is for a period of two years ending on January 1, 2010. In August 2009, we and EchoStar agreed to extend this agreement through January 1, 2011.

Meridian Lease Agreement. The lease for all of 9601 S. Meridian Blvd. in Englewood, Colorado, is for a period of two years ending on January 1, 2010 with annual renewal options for up to three additional years. We have exercised our right to renew this agreement for an additional year.

Santa Fe Lease Agreement. The lease for all of 5701 S. Santa Fe Dr. in Littleton, Colorado, is for a period of two years ending on January 1, 2010 with annual renewal options for up to three additional years. We have exercised our right to renew this agreement for an additional year.

Gilbert Lease Agreement. The lease for certain space at 801 N. DISH Dr. in Gilbert, Arizona, is for a period of two years ending on January 1, 2010 with annual renewal options for up to three additional years. We do not expect to renew this agreement.

EDN Sublease Agreement. The sublease for certain space at 211 Perimeter Center in Atlanta, Georgia, is for a period of three years, ending on April 30, 2011.

Services Agreement. We entered into a services agreement pursuant to which we have the right, but not the obligation, to receive logistics, procurement and quality assurance services from EchoStar. The fees for the services provided under this services agreement are cost plus a fixed margin, which varies depending on the nature of the services provided. This agreement has a term of two years ending on January 1, 2010. We may terminate the services agreement with respect to a particular service for any reason upon sixty days prior written notice. We and EchoStar have agreed that following January 1, 2010, we will continue to have the right, but not the obligation, to receive from EchoStar the services previously provided under the services agreement pursuant to a Professional Services Agreement between us and EchoStar for a one-year period and for successive one-year periods thereafter; however, we may terminate these services upon thirty days prior written notice and either party may terminate the Professional Services Agreement upon sixty days notice.

Other Agreements — EchoStar

Tax Sharing Agreement. We entered into a tax sharing agreement with EchoStar which governs our respective rights, responsibilities and obligations after the Spin-off with respect to taxes for the periods ending on or before the Spin-off. Generally, all pre-Spin-off taxes, including any taxes that are incurred as a result of restructuring activities undertaken to implement the Spin-off, will be borne by us, and we will indemnify EchoStar for such taxes. However, we will not be liable for and will not indemnify EchoStar for any taxes that are incurred as a result of the Spin-off or certain related transactions failing to qualify as tax-free distributions pursuant to any provision of Section 355 or Section 361 of the Code because of (i) a direct or indirect acquisition of any of EchoStar’s stock, stock options or assets, (ii) any action that EchoStar takes or fails to take or (iii) any action that EchoStar takes that is inconsistent with the information and representations furnished to the IRS in connection with the request for the private letter ruling, or to counsel in connection with any opinion being delivered by counsel with respect to the Spin-off or certain related transactions. In such case, EchoStar will be solely liable for, and will indemnify us for, any resulting taxes, as well as any losses, claims and expenses. The tax sharing agreement terminates after the later of the full period of all applicable statutes of limitations including extensions or once all rights and obligations are fully effectuated or performed.

Tivo. Because both we and EchoStar are defendants in the Tivo lawsuit, we and EchoStar are jointly and severally liable to Tivo for any final damages and sanctions that may be awarded by the Court. We have determined that we are obligated under the agreements entered into in connection with the Spin-off to indemnify EchoStar for substantially all liability arising from this lawsuit. EchoStar has agreed to contribute an amount equal to its $5 million intellectual property liability limit under the Receiver Agreement. We and EchoStar have further agreed that EchoStar’s $5 million contribution would not exhaust EchoStar’s liability to us for other intellectual property claims that may arise under the Receiver Agreement. We and EchoStar also agreed that we would each be entitled to joint ownership of, and a cross-license to use, any intellectual property developed in connection with any potential new alternative technology.

Other Agreements

On November 4, 2009, Mr. Roger Lynch, became employed by both us and EchoStar as Executive Vice President. Mr. Lynch will report to Mr. Ergen and will be responsible for the development and implementation of advanced technologies that are of potential utility and importance to both us and EchoStar. Mr. Lynch’s compensation will consist of cash and equity compensation and will be borne by both EchoStar and us.

ENTERPRISE PRODUCTS PARTNERS L P

Note 12. Related Party Transactions

The following table summarizes our related party transactions for the periods indicated:

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2009		2008		2009		2008
Revenues from consolidated operations:
EPCO and affiliates	$	41.1	$	47.2	$	98.9	$	91.9
Energy Transfer Equity and subsidiaries		54.5		99.6		266.5		413.0
Unconsolidated affiliates		55.8		153.4		155.6		318.8
Total	$	151.4	$	300.2	$	521.0	$	823.7
Cost of sales:
EPCO and affiliates	$	32.1	$	10.9	$	75.7	$	36.5
Energy Transfer Equity and subsidiaries		100.6		50.6		286.5		119.4
Unconsolidated affiliates		13.0		23.7		37.5		75.9
Total	$<