ATVI » Topics » 23. Related Party Transactions

These excerpts taken from the ATVI 10-K filed Feb 27, 2009.

23. Related Party Transactions

Treasury Related Administration

        Prior to the Business Combination, Vivendi maintained a centralized cash management pool from which Vivendi Games borrowed and loaned cash on a daily basis. Net cash transfers, under the cash pooling agreement, were included in owner's equity as part of net transfers to Vivendi. Vivendi charged Vivendi Games interest on the cumulative net cash transfers and such charges are included in investment income (loss), net in the accompanying consolidated statements of operations. Net interest earned from Vivendi for the year ended December 31, 2008 was $4 million. Net interest expense for the year ended December 31, 2007 was $3 million.

        In addition, in accordance with the terms of the Business Combination Agreement, Vivendi Games settled its payable to Vivendi S.A. and distributed its excess cash on-hand as defined in the Business Combination Agreement immediately prior to the close of the transaction, resulting in cash payments of $79 million to settle its payable and $79 million to distribute its excess cash to Vivendi.

        Our foreign currency risk policy seeks to reduce risks arising from foreign currency fluctuations. We use derivative financial instruments, primarily currency forward contracts, with Vivendi as our principal counterparty. At December 31, 2008 and 2007, the net notional amount of outstanding

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ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

23. Related Party Transactions (Continued)


forward foreign exchange contracts was $126 million and $14 million, respectively. A pre-tax net unrealized gain of $3 million for the year ended December 31, 2008, and a pre-tax net unrealized loss of $2 million for the year ended December 31, 2007, respectively, resulted from the foreign exchange contracts with Vivendi were recognized in the Consolidated Statements of Operations.

Others

        Prior to the Business Combination, Vivendi Games entered into certain transactions with Vivendi and its affiliates in the normal course of operations. Activision Blizzard has entered into various transactions and agreements, including treasury management services, investor agreement, internal group reporting services, credit facilities arrangement and music royalties 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 Consolidated Financial Statements as a whole.

        Annual overhead and support costs were allocated to Vivendi Games by Vivendi to approximate management leadership, treasury, legal, tax and other similar service-based support functions incurred on Vivendi Games' behalf. These costs amounted to approximately $2 million, $3 million and $1 million in 2008, 2007, and 2006, respectively. These allocations were included in the accompanying Consolidated Statements of Operations as general and administrative expense.

        For the years ended December 31, 2008, 2007 and 2006, a management fee of approximately $1 million, $3 million and $3 million, respectively, was allocated to Vivendi Games from Vivendi for insurance, share-employee costs and other general corporate support functions incurred on Vivendi Games' behalf. This allocation is included in the accompanying Consolidated Statements of Operations as general and administrative expense.

        In the normal course of business, Vivendi had guaranteed (i) Vivendi Games' obligations under certain property leases totaling $46 million, and (ii) payment to certain inventory vendors of up to approximately $33 million as of December 31, 2007. Payables related to inventory purchases are included in accounts payable in the accompanying Consolidated Balance Sheets.

        For the years ended December 31, 2008, 2007 and 2006, royalty expenses related to properties licensed from Universal Entertainment of approximately $2 million, $1 million and $2 million, respectively were recognized. Royalties are included in the accompanying Consolidated Statements of Operations as cost of sales—software royalties and amortization. Royalty amounts due to Universal Entertainment are not material.

        Vivendi Games had entered into agreements with certain affiliates for the physical distribution of boxed product sales for certain territories outside North America.

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ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

23. Related Party Transactions



Treasury Related Administration



        Prior to the Business Combination, Vivendi maintained a centralized cash management pool from which Vivendi Games borrowed and loaned
cash on a daily basis. Net cash transfers, under the cash pooling agreement, were included in owner's equity as part of net transfers to Vivendi. Vivendi charged Vivendi Games interest on the
cumulative net cash transfers and such charges are included in investment income (loss), net in the accompanying consolidated statements of operations. Net interest earned from Vivendi for the year
ended December 31, 2008 was $4 million. Net interest expense for the year ended December 31, 2007 was $3 million.



        In
addition, in accordance with the terms of the Business Combination Agreement, Vivendi Games settled its payable to Vivendi S.A. and distributed its excess cash
on-hand as defined in the Business Combination Agreement immediately prior to the close of the transaction, resulting in cash payments of $79 million to settle its payable and
$79 million to distribute its excess cash to Vivendi.



        Our
foreign currency risk policy seeks to reduce risks arising from foreign currency fluctuations. We use derivative financial instruments, primarily currency forward contracts, with
Vivendi as our principal counterparty. At December 31, 2008 and 2007, the net notional amount of outstanding



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ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES



Notes to Consolidated Financial Statements (Continued)



23. Related Party Transactions (Continued)






forward
foreign exchange contracts was $126 million and $14 million, respectively. A pre-tax net unrealized gain of $3 million for the year ended December 31,
2008, and a pre-tax net unrealized loss of $2 million for the year ended December 31, 2007, respectively, resulted from the foreign exchange contracts with Vivendi were
recognized in the Consolidated Statements of Operations.



Others



        Prior to the Business Combination, Vivendi Games entered into certain transactions with Vivendi and its affiliates in the normal course
of operations. Activision Blizzard has entered into various transactions and agreements, including treasury management services, investor agreement, internal group reporting services, credit
facilities arrangement and music royalties 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 Consolidated Financial Statements as a whole.



        Annual
overhead and support costs were allocated to Vivendi Games by Vivendi to approximate management leadership, treasury, legal, tax and other similar service-based support functions
incurred on Vivendi Games' behalf. These costs amounted to approximately $2 million, $3 million and $1 million in 2008, 2007, and 2006, respectively. These allocations were
included in the accompanying Consolidated Statements of Operations as general and administrative expense.




        For
the years ended December 31, 2008, 2007 and 2006, a management fee of approximately $1 million, $3 million and $3 million, respectively, was allocated to
Vivendi Games from Vivendi for insurance, share-employee costs and other general corporate support functions incurred on Vivendi Games' behalf. This allocation is included in the accompanying
Consolidated Statements of Operations as general and administrative expense.



        In
the normal course of business, Vivendi had guaranteed (i) Vivendi Games' obligations under certain property leases totaling $46 million, and (ii) payment to
certain inventory vendors of up to approximately $33 million as of December 31, 2007. Payables related to inventory purchases are included in accounts payable in the accompanying
Consolidated Balance Sheets.



        For
the years ended December 31, 2008, 2007 and 2006, royalty expenses related to properties licensed from Universal Entertainment of approximately $2 million,
$1 million and $2 million, respectively were recognized. Royalties are included in the accompanying Consolidated Statements of Operations as cost of sales—software royalties
and amortization. Royalty amounts due to Universal Entertainment are not material.




        Vivendi
Games had entered into agreements with certain affiliates for the physical distribution of boxed product sales for certain territories outside North America.



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ACTIVISION BLIZZARD, INC. AND SUBSIDIARIES



Notes to Consolidated Financial Statements (Continued)



EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2009
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