Texas | 46-2488810 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1601 Bryan Street, Dallas, TX 75201-3411 | (214) 812-4600 | |
(Address of principal executive offices) (Zip Code) | (Registrant's telephone number, including area code) |
PAGE | ||
PART I. | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II. | ||
Item 1. | ||
Item 1A. | ||
Item 4. | ||
Item 6. | ||
2012 Form 10-K | EFH Corp.’s Annual Report on Form 10-K for the year ended December 31, 2012 | |
Adjusted EBITDA | Adjusted EBITDA means EBITDA adjusted to exclude noncash items, unusual items and other adjustments allowable under certain of our debt arrangements. See the definition of EBITDA below. Adjusted EBITDA and EBITDA are not recognized terms under US GAAP and, thus, are non-GAAP financial measures. We are providing Adjusted EBITDA in this Form 10-Q (see reconciliations in Exhibits 99(b), 99(c) and 99(d)) solely because of the important role that Adjusted EBITDA plays in respect of certain covenants contained in our debt arrangements. We do not intend for Adjusted EBITDA (or EBITDA) to be an alternative to net income as a measure of operating performance or an alternative to cash flows from operating activities as a measure of liquidity or an alternative to any other measure of financial performance presented in accordance with US GAAP. Additionally, we do not intend for Adjusted EBITDA (or EBITDA) to be used as a measure of free cash flow available for management's discretionary use, as the measure excludes certain cash requirements such as interest payments, tax payments and other debt service requirements. Because not all companies use identical calculations, our presentation of Adjusted EBITDA (and EBITDA) may not be comparable to similarly titled measures of other companies. | |
CAIR | Clean Air Interstate Rule | |
CFTC | US Commodity Futures Trading Commission | |
Competitive Electric segment | the EFH Corp. business segment that consists principally of TCEH | |
CREZ | Competitive Renewable Energy Zone | |
CSAPR | the final Cross-State Air Pollution Rule issued by the EPA in July 2011 and vacated by the US Court of Appeals for the District of Columbia Circuit in August 2012 (see Note 6 to Financial Statements) | |
EBITDA | earnings (net income) before interest expense, income taxes, depreciation and amortization | |
EFCH | Energy Future Competitive Holdings Company LLC, a direct, wholly-owned subsidiary of EFH Corp. and the direct parent of TCEH, and/or its subsidiaries, depending on context (formerly known as Energy Future Competitive Holdings Company, which was a Texas corporation) | |
EFH Corp. | Energy Future Holdings Corp., a holding company, and/or its subsidiaries, depending on context, whose major subsidiaries include TCEH and Oncor | |
EFIH | Energy Future Intermediate Holding Company LLC, a direct, wholly-owned subsidiary of EFH Corp. and the direct parent of Oncor Holdings | |
EFIH Finance | EFIH Finance Inc., a direct, wholly-owned subsidiary of EFIH, formed for the sole purpose of serving as co-issuer with EFIH of certain debt securities | |
EFIH Notes | Refers, collectively, to EFIH's and EFIH Finance's 6.875% Senior Secured Notes due August 15, 2017 (EFIH 6.875% Notes), 9.75% Senior Secured Notes due October 15, 2019 (EFIH 9.75% Notes), 10.000% Senior Secured Notes due December 1, 2020 (EFIH 10% Notes), 11% Senior Secured Second Lien Notes due October 1, 2021 (EFIH 11% Notes), 11.75% Senior Secured Second Lien Notes due March 1, 2022 (EFIH 11.75% Notes) and 11.25%/12.25% Senior Toggle Notes due December 1, 2018 (EFIH Toggle Notes). | |
EPA | US Environmental Protection Agency | |
ERCOT | Electric Reliability Council of Texas, Inc., the independent system operator and the regional coordinator of various electricity systems within Texas | |
ERISA | Employee Retirement Income Security Act of 1974, as amended | |
GAAP | generally accepted accounting principles | |
GWh | gigawatt-hours | |
IRS | US Internal Revenue Service | |
LIBOR | London Interbank Offered Rate, an interest rate at which banks can borrow funds, in marketable size, from other banks in the London interbank market | |
Luminant | subsidiaries of TCEH engaged in competitive market activities consisting of electricity generation and wholesale energy sales and purchases as well as commodity risk management and trading activities, all largely in Texas | |
market heat rate | Heat rate is a measure of the efficiency of converting a fuel source to electricity. Market heat rate is the implied relationship between wholesale electricity prices and natural gas prices and is calculated by dividing the wholesale market price of electricity, which is based on the price offer of the marginal supplier in ERCOT (generally natural gas plants), by the market price of natural gas. Forward wholesale electricity market price quotes in ERCOT are generally limited to two or three years; accordingly, forward market heat rates are generally limited to the same time period. Forecasted market heat rates for time periods for which market price quotes are not available are based on fundamental economic factors and forecasts, including electricity supply, demand growth, capital costs associated with new construction of generation supply, transmission development and other factors. | |
MATS | the Mercury and Air Toxics Standard established by the EPA | |
Merger | The transaction referred to in the Agreement and Plan of Merger, dated February 25, 2007, under which Texas Holdings agreed to acquire EFH Corp., which was completed on October 10, 2007. | |
MMBtu | million British thermal units | |
Moody's | Moody's Investors Services, Inc. (a credit rating agency) | |
MW | megawatts | |
MWh | megawatt-hours | |
NERC | North American Electric Reliability Corporation | |
NOX | nitrogen oxides | |
NRC | US Nuclear Regulatory Commission | |
NYMEX | the New York Mercantile Exchange, a physical commodity futures exchange | |
Oncor | Oncor Electric Delivery Company LLC, a direct, majority-owned subsidiary of Oncor Holdings and an indirect subsidiary of EFH Corp., and/or its consolidated bankruptcy-remote financing subsidiary, Oncor Electric Delivery Transition Bond Company LLC, depending on context, that is engaged in regulated electricity transmission and distribution activities | |
Oncor Holdings | Oncor Electric Delivery Holdings Company LLC, a direct, wholly-owned subsidiary of EFIH and the direct majority owner of Oncor, and/or its subsidiaries, depending on context | |
Oncor Ring-Fenced Entities | Oncor Holdings and its direct and indirect subsidiaries, including Oncor | |
OPEB | other postretirement employee benefits | |
PUCT | Public Utility Commission of Texas | |
purchase accounting | The purchase method of accounting for a business combination as prescribed by US GAAP, whereby the cost or "purchase price" of a business combination, including the amount paid for the equity and direct transaction costs are allocated to identifiable assets and liabilities (including intangible assets) based upon their fair values. The excess of the purchase price over the fair values of assets and liabilities is recorded as goodwill. | |
Regulated Delivery segment | the EFH Corp. business segment that consists primarily of our investment in Oncor | |
REP | retail electric provider | |
RRC | Railroad Commission of Texas, which among other things, has oversight of lignite mining activity in Texas | |
S&P | Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies Inc. (a credit rating agency) | |
SEC | US Securities and Exchange Commission | |
Securities Act | Securities Act of 1933, as amended | |
SG&A | selling, general and administrative | |
SO2 | sulfur dioxide | |
Sponsor Group | Refers, collectively, to certain investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P., TPG Global, LLC (together with its affiliates, TPG) and GS Capital Partners, an affiliate of Goldman, Sachs & Co., that have an ownership interest in Texas Holdings. | |
TCEH | Texas Competitive Electric Holdings Company LLC, a direct, wholly-owned subsidiary of EFCH and an indirect subsidiary of EFH Corp., and/or its subsidiaries, depending on context, that are engaged in electricity generation and wholesale and retail energy markets activities, and whose major subsidiaries include Luminant and TXU Energy | |
TCEH Demand Notes | Refers to certain loans from TCEH to EFH Corp. in the form of demand notes to finance EFH Corp. debt principal and interest payments and, until April 2011, other general corporate purposes of EFH Corp., that were guaranteed on a senior unsecured basis by EFCH and EFIH and were repaid by EFH Corp. in January 2013. | |
TCEH Finance | TCEH Finance, Inc., a direct, wholly-owned subsidiary of TCEH, formed for the sole purpose of serving as co-issuer with TCEH of certain debt securities | |
TCEH Senior Notes | Refers, collectively, to TCEH's and TCEH Finance's 10.25% Senior Notes due November 1, 2015 and 10.25% Senior Notes due November 1, 2015, Series B (collectively, TCEH 10.25% Notes) and TCEH's and TCEH Finance's 10.50%/11.25% Senior Toggle Notes due November 1, 2016 (TCEH Toggle Notes). | |
TCEH Senior Secured Facilities | Refers, collectively, to the TCEH Term Loan Facilities, TCEH Revolving Credit Facility and TCEH Letter of Credit Facility. See Note 5 to Financial Statements for details of these facilities. | |
TCEH Senior Secured Notes | TCEH's and TCEH Finance's 11.5% Senior Secured Notes due October 1, 2020 | |
TCEH Senior Secured Second Lien Notes | Refers, collectively, to TCEH's and TCEH Finance's 15% Senior Secured Second Lien Notes due April 1, 2021 and TCEH's and TCEH Finance's 15% Senior Secured Second Lien Notes due April 1, 2021, Series B. | |
TCEQ | Texas Commission on Environmental Quality | |
Texas Holdings | Texas Energy Future Holdings Limited Partnership, a limited partnership controlled by the Sponsor Group, that owns substantially all of the common stock of EFH Corp. | |
Texas Holdings Group | Texas Holdings and its direct and indirect subsidiaries other than the Oncor Ring-Fenced Entities | |
Texas Transmission | Texas Transmission Investment LLC, a limited liability company that owns a 19.75% equity interest in Oncor and is not affiliated with EFH Corp., any of EFH Corp.'s subsidiaries or any member of the Sponsor Group | |
TRE | Texas Reliability Entity, Inc., an independent organization that develops reliability standards for the ERCOT region and monitors and enforces compliance with NERC standards and ERCOT protocols | |
TXU Energy | TXU Energy Retail Company LLC, a direct, wholly-owned subsidiary of TCEH that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers | |
US | United States of America | |
VIE | variable interest entity |
Item 1. | FINANCIAL STATEMENTS |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
(millions of dollars) | |||||||
Operating revenues | $ | 1,260 | $ | 1,222 | |||
Fuel, purchased power costs and delivery fees | (636 | ) | (628 | ) | |||
Net gain (loss) from commodity hedging and trading activities | (197 | ) | 368 | ||||
Operating costs | (229 | ) | (207 | ) | |||
Depreciation and amortization | (351 | ) | (337 | ) | |||
Selling, general and administrative expenses | (162 | ) | (158 | ) | |||
Franchise and revenue-based taxes | (17 | ) | (19 | ) | |||
Other income (Note 13) | 8 | 7 | |||||
Other deductions (Note 13) | (3 | ) | (6 | ) | |||
Interest income | — | 2 | |||||
Interest expense and related charges (Note 13) | (784 | ) | (785 | ) | |||
Loss before income taxes and equity in earnings of unconsolidated subsidiaries | (1,111 | ) | (541 | ) | |||
Income tax benefit | 475 | 180 | |||||
Equity in earnings of unconsolidated subsidiaries (net of tax) (Note 2) | 67 | 57 | |||||
Net loss | $ | (569 | ) | $ | (304 | ) |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
(millions of dollars) | |||||||
Net loss | $ | (569 | ) | $ | (304 | ) | |
Other comprehensive income, net of tax effects: | |||||||
Effects related to pension and other retirement benefit obligations (net of tax benefit (expense) of $1 and $(2)) | (2 | ) | 4 | ||||
Cash flow hedges derivative value net loss related to hedged transactions recognized during the period and reported in: | |||||||
Net loss (net of tax benefit of $1 in both periods) | 2 | 3 | |||||
Equity in earnings of unconsolidated subsidiaries (net of tax benefit of $— in all periods) | 1 | 1 | |||||
Total other comprehensive income | 1 | 8 | |||||
Comprehensive loss | $ | (568 | ) | $ | (296 | ) |
ENERGY FUTURE HOLDINGS CORP. AND SUBSIDIARIES CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited) | |||||||
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
(millions of dollars) | |||||||
Cash flows — operating activities: | |||||||
Net loss | $ | (569 | ) | $ | (304 | ) | |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 394 | 383 | |||||
Deferred income tax benefit, net | (322 | ) | (185 | ) | |||
Unrealized net loss from mark-to-market valuations of commodity positions | 487 | 152 | |||||
Unrealized net gain from mark-to-market valuations of interest rate swaps (Note 5) | (150 | ) | (114 | ) | |||
Interest expense on toggle notes payable in additional principal (Notes 5 and 13) | 41 | 57 | |||||
Amortization of debt related costs, discounts, fair value discounts and losses on dedesignated cash flow hedges (Note 13) | 61 | 61 | |||||
Equity in earnings of unconsolidated subsidiaries | (67 | ) | (57 | ) | |||
Distributions of earnings from unconsolidated subsidiaries | 31 | 36 | |||||
Bad debt expense (Note 4) | 6 | 5 | |||||
Accretion expense related primarily to mining reclamation obligations (Note 13) | 8 | 9 | |||||
Stock-based incentive compensation expense | 2 | 4 | |||||
Changes in operating assets and liabilities: | |||||||
Margin deposits, net | (199 | ) | 12 | ||||
Other operating assets and liabilities | 179 | 79 | |||||
Cash provided by (used in) operating activities | $ | (98 | ) | $ | 138 | ||
Cash flows — financing activities: | |||||||
Issuances of long-term debt (Note 5) | $ | — | $ | 1,150 | |||
Repayments/repurchases of long-term debt (Note 5) | (16 | ) | (19 | ) | |||
Net short-term borrowings under accounts receivable securitization program (Note 4) | 7 | (11 | ) | ||||
Decrease in other short-term borrowings (Note 5) | — | (670 | ) | ||||
Decrease in note payable to unconsolidated subsidiary (Note 11) | — | (10 | ) | ||||
Sale/leaseback of equipment | — | 14 | |||||
Contributions from noncontrolling interests | 1 | 2 | |||||
Debt amendment, exchange and issuance costs and discounts, including third-party fees expensed | (6 | ) | (37 | ) | |||
Other, net | (1 | ) | 1 | ||||
Cash provided by (used in) financing activities | (15 | ) | 420 |
ENERGY FUTURE HOLDINGS CORP. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS | |||||||
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
(millions of dollars) | |||||||
Cash flows — investing activities: | |||||||
Capital expenditures | (139 | ) | (186 | ) | |||
Nuclear fuel purchases | (20 | ) | (64 | ) | |||
Proceeds from sales of assets | 1 | — | |||||
Restricted cash used to settle TCEH Demand Notes (Note 11) | 680 | — | |||||
Other changes in restricted cash | (4 | ) | 15 | ||||
Purchases of environmental allowances and credits | (5 | ) | (6 | ) | |||
Proceeds from sales of nuclear decommissioning trust fund securities | 41 | 10 | |||||
Investments in nuclear decommissioning trust fund securities | (45 | ) | (14 | ) | |||
Other, net | 2 | 2 | |||||
Cash provided by (used in) investing activities | 511 | (243 | ) | ||||
Net change in cash and cash equivalents | 398 | 315 | |||||
Cash and cash equivalents — beginning balance | 1,913 | 826 | |||||
Cash and cash equivalents — ending balance | $ | 2,311 | $ | 1,141 |
March 31, 2013 | December 31, 2012 | ||||||
(millions of dollars) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 2,311 | $ | 1,913 | |||
Restricted cash (Note 13) | 4 | 680 | |||||
Trade accounts receivable — net (includes $373 and $445 in pledged amounts related to a VIE (Notes 2 and 4)) | 569 | 718 | |||||
Inventories (Note 13) | 408 | 393 | |||||
Commodity and other derivative contractual assets (Note 9) | 1,328 | 1,595 | |||||
Margin deposits related to commodity positions | 127 | 71 | |||||
Other current assets | 111 | 143 | |||||
Total current assets | 4,858 | 5,513 | |||||
Restricted cash (Note 13) | 947 | 947 | |||||
Receivable from unconsolidated subsidiary (Note 11) | 825 | 825 | |||||
Investment in unconsolidated subsidiary (Note 2) | 5,886 | 5,850 | |||||
Other investments (Note 13) | 814 | 767 | |||||
Property, plant and equipment — net (Note 13) | 18,496 | 18,705 | |||||
Goodwill (Note 3) | 4,952 | 4,952 | |||||
Identifiable intangible assets — net (Note 3) | 1,735 | 1,755 | |||||
Commodity and other derivative contractual assets (Note 9) | 424 | 586 | |||||
Other noncurrent assets, primarily unamortized debt amendment and issuance costs | 1,168 | 1,070 | |||||
Total assets | $ | 40,105 | $ | 40,970 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Short-term borrowings (includes $89 and $82 related to a VIE (Notes 2 and 5)) | $ | 2,143 | $ | 2,136 | |||
Long-term debt due currently (Note 5) | 90 | 103 | |||||
Trade accounts payable | 411 | 394 | |||||
Net payables due to unconsolidated subsidiary (Note 11) | 75 | 19 | |||||
Commodity and other derivative contractual liabilities (Note 9) | 1,107 | 1,044 | |||||
Margin deposits related to commodity positions | 457 | 600 | |||||
Accumulated deferred income taxes | 43 | 48 | |||||
Accrued interest | 721 | 571 | |||||
Other current liabilities | 360 | 353 | |||||
Total current liabilities | 5,407 | 5,268 | |||||
Accumulated deferred income taxes | 3,213 | 2,828 | |||||
Commodity and other derivative contractual liabilities (Note 9) | 1,407 | 1,556 | |||||
Long-term debt, less amounts due currently (Note 5) | 38,006 | 37,815 | |||||
Other noncurrent liabilities and deferred credits (Note 13) | 3,560 | 4,426 | |||||
Total liabilities | 51,593 | 51,893 | |||||
Commitments and Contingencies (Note 6) | |||||||
Equity (Note 7): | |||||||
EFH Corp. shareholders' equity | (11,591 | ) | (11,025 | ) | |||
Noncontrolling interests in subsidiaries | 103 | 102 | |||||
Total equity | (11,488 | ) | (10,923 | ) | |||
Total liabilities and equity | $ | 40,105 | $ | 40,970 |
1. | BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES |
2. | VARIABLE INTEREST ENTITIES |
Assets: | March 31, 2013 | December 31, 2012 | Liabilities: | March 31, 2013 | December 31, 2012 | |||||||||||
Cash and cash equivalents | $ | 80 | $ | 43 | Short-term borrowings | $ | 89 | $ | 82 | |||||||
Accounts receivable | 373 | 445 | Trade accounts payable | 1 | 1 | |||||||||||
Property, plant and equipment | 136 | 134 | Other current liabilities | 9 | 7 | |||||||||||
Other assets, including $3 million and $12 million of current assets | 11 | 16 | ||||||||||||||
Total assets | $ | 600 | $ | 638 | Total liabilities | $ | 99 | $ | 90 |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Operating revenues | $ | 817 | $ | 783 | |||
Operation and maintenance expenses | (298 | ) | (296 | ) | |||
Depreciation and amortization | (199 | ) | (184 | ) | |||
Taxes other than income taxes | (102 | ) | (102 | ) | |||
Other income | 5 | 7 | |||||
Other deductions | (4 | ) | (1 | ) | |||
Interest income | 1 | 8 | |||||
Interest expense and related charges | (94 | ) | (91 | ) | |||
Income before income taxes | 126 | 124 | |||||
Income tax expense | (41 | ) | (52 | ) | |||
Net income | 85 | 72 | |||||
Net income attributable to noncontrolling interests | (18 | ) | (15 | ) | |||
Net income attributable to Oncor Holdings | $ | 67 | $ | 57 |
March 31, 2013 | December 31, 2012 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 21 | $ | 45 | |||
Restricted cash | 55 | 55 | |||||
Trade accounts receivable — net | 352 | 338 | |||||
Trade accounts and other receivables from affiliates | 121 | 53 | |||||
Inventories | 68 | 73 | |||||
Accumulated deferred income taxes | 48 | 26 | |||||
Prepayments and other current assets | 85 | 82 | |||||
Total current assets | 750 | 672 | |||||
Restricted cash | 16 | 16 | |||||
Other investments | 84 | 83 | |||||
Property, plant and equipment — net | 11,504 | 11,318 | |||||
Goodwill | 4,064 | 4,064 | |||||
Regulatory assets — net | 1,714 | 1,788 | |||||
Other noncurrent assets | 80 | 78 | |||||
Total assets | $ | 18,212 | $ | 18,019 | |||
LIABILITIES | |||||||
Current liabilities: | |||||||
Short-term borrowings | $ | 977 | $ | 735 | |||
Long-term debt due currently | 126 | 125 | |||||
Trade accounts payable — nonaffiliates | 92 | 121 | |||||
Income taxes payable to EFH Corp. | 45 | 34 | |||||
Accrued taxes other than income | 61 | 153 | |||||
Accrued interest | 89 | 95 | |||||
Other current liabilities | 101 | 110 | |||||
Total current liabilities | 1,491 | 1,373 | |||||
Accumulated deferred income taxes | 1,826 | 1,736 | |||||
Investment tax credits | 23 | 24 | |||||
Long-term debt, less amounts due currently | 5,374 | 5,400 | |||||
Other noncurrent liabilities and deferred credits | 1,943 | 1,999 | |||||
Total liabilities | $ | 10,657 | $ | 10,532 |
3. | GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS |
Goodwill before impairment charges | $ | 18,342 | |
Accumulated impairment charges | (13,390 | ) | |
Balance at March 31, 2013 and December 31, 2012 | $ | 4,952 |
March 31, 2013 | December 31, 2012 | |||||||||||||||||||||||
Identifiable Intangible Asset | Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||
Retail customer relationship | $ | 463 | $ | 384 | $ | 79 | $ | 463 | $ | 378 | $ | 85 | ||||||||||||
Favorable purchase and sales contracts | 552 | 320 | 232 | 552 | 314 | 238 | ||||||||||||||||||
Capitalized in-service software | 349 | 176 | 173 | 356 | 174 | 182 | ||||||||||||||||||
Environmental allowances and credits | 596 | 396 | 200 | 594 | 393 | 201 | ||||||||||||||||||
Mining development costs | 173 | 90 | 83 | 163 | 82 | 81 | ||||||||||||||||||
Total intangible assets subject to amortization | $ | 2,133 | $ | 1,366 | 767 | $ | 2,128 | $ | 1,341 | 787 | ||||||||||||||
Retail trade name (not subject to amortization) | 955 | 955 | ||||||||||||||||||||||
Mineral interests (not currently subject to amortization) | 13 | 13 | ||||||||||||||||||||||
Total intangible assets | $ | 1,735 | $ | 1,755 |
Identifiable Intangible Asset | Income Statement Line | Segment | Three Months Ended March 31, | |||||||||
2013 | 2012 | |||||||||||
Retail customer relationship | Depreciation and amortization | Competitive Electric | $ | 6 | $ | 9 | ||||||
Favorable purchase and sales contracts | Operating revenues/fuel, purchased power costs and delivery fees | Competitive Electric | 6 | 8 | ||||||||
Capitalized in-service software | Depreciation and amortization | All | 10 | 8 | ||||||||
Environmental allowances and credits | Fuel, purchased power costs and delivery fees | Competitive Electric | 3 | 5 | ||||||||
Mining development costs | Depreciation and amortization | Competitive Electric | 8 | 6 | ||||||||
Total amortization expense | $ | 33 | $ | 36 |
Year | Estimated Amortization Expense | |||
2013 | $ | 136 | ||
2014 | $ | 119 | ||
2015 | $ | 108 | ||
2016 | $ | 88 | ||
2017 | $ | 68 |
4. | TRADE ACCOUNTS RECEIVABLE AND ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Program fees | $ | 2 | $ | 2 | |||
Program fees as a percentage of average funding (annualized) | 6.0 | % | 7.1 | % |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Cash collections on accounts receivable | $ | 980 | $ | 1,100 | |||
Face amount of new receivables purchased | (909 | ) | (956 | ) | |||
Discount from face amount of purchased receivables | 9 | 3 | |||||
Program fees paid to financial institution | (2 | ) | (2 | ) | |||
Servicing fees paid for recordkeeping and collection services | — | (1 | ) | ||||
Decrease in subordinated notes payable | (52 | ) | (133 | ) | |||
(Increase) decrease in cash held | (33 | ) | — | ||||
Cash flows (provided to) used by originator under the program | $ | (7 | ) | $ | 11 |
March 31, 2013 | December 31, 2012 | ||||||
Wholesale and retail trade accounts receivable, including $383 and $454 in pledged retail receivables | $ | 579 | $ | 727 | |||
Allowance for uncollectible accounts | (10 | ) | (9 | ) | |||
Trade accounts receivable — reported in balance sheet | $ | 569 | $ | 718 |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Allowance for uncollectible accounts receivable at beginning of period | $ | 9 | $ | 27 | |||
Increase for bad debt expense | 6 | 5 | |||||
Decrease for account write-offs | (5 | ) | (12 | ) | |||
Allowance for uncollectible accounts receivable at end of period | $ | 10 | $ | 20 |
5. | SHORT-TERM BORROWINGS AND LONG-TERM DEBT |
March 31, 2013 | |||||||||||||||||
Facility | Maturity Date | Facility Limit | Letters of Credit | Cash Borrowings | Availability | ||||||||||||
TCEH Revolving Credit Facility (a) | October 2016 | $ | 2,054 | $ | — | $ | 2,054 | $ | — | ||||||||
TCEH Letter of Credit Facility (b) | October 2017 (b) | 1,062 | — | 1,062 | — | ||||||||||||
Total TCEH | $ | 3,116 | $ | — | $ | 3,116 | $ | — |
(a) | Facility used for borrowings for general corporate purposes. Borrowings are classified as short-term borrowings. At March 31, 2013, borrowings under the facility bear interest at LIBOR plus 4.50%, and a commitment fee is payable quarterly in arrears at a rate per annum equal to 1.00% of the average daily unused portion of the facility. In January 2013, commitments previously maturing in 2013 were extended to 2016 as discussed below. |
(b) | Facility, $42 million of which matures in October 2014, used for issuing letters of credit for general corporate purposes, including, but not limited to, providing collateral support under hedging arrangements and other commodity transactions that are not secured by a first-lien interest in the assets of TCEH. The borrowings under this facility have been recorded by TCEH as restricted cash that supports issuances of letters of credit and are classified as long-term debt. At March 31, 2013, the restricted cash totaled $947 million, after reduction for a $115 million letter of credit drawn in 2009 related to an office building financing. At March 31, 2013, the restricted cash supports $735 million in letters of credit outstanding, leaving $212 million in available letter of credit capacity. |
March 31, 2013 | December 31, 2012 | ||||||
EFH Corp. (parent entity) | |||||||
9.75% Fixed Senior Notes due October 15, 2019 | $ | 2 | $ | 115 | |||
10% Fixed Senior Notes due January 15, 2020 | 3 | 1,061 | |||||
10.875% Fixed Senior Notes due November 1, 2017 (a) | 33 | 64 | |||||
11.25 / 12.00% Senior Toggle Notes due November 1, 2017 (a) | 27 | 60 | |||||
5.55% Fixed Series P Senior Notes due November 15, 2014 (a) | 90 | 92 | |||||
6.50% Fixed Series Q Senior Notes due November 15, 2024 (a) | 201 | 230 | |||||
6.55% Fixed Series R Senior Notes due November 15, 2034 (a) | 291 | 291 | |||||
8.82% Building Financing due semiannually through February 11, 2022 (b) | 50 | 53 | |||||
Unamortized fair value premium related to Building Financing (b)(c) | 10 | 11 | |||||
Unamortized fair value discount (c) | (128 | ) | (137 | ) | |||
Total EFH Corp. | 579 | 1,840 | |||||
EFIH | |||||||
6.875% Fixed Senior Secured First Lien Notes due August 15, 2017 | 503 | 503 | |||||
10% Fixed Senior Secured First Lien Notes due December 1, 2020 | 3,482 | 2,180 | |||||
11% Fixed Senior Secured Second Lien Notes due October 1, 2021 | 406 | 406 | |||||
11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 | 1,750 | 1,750 | |||||
11.25% / 12.25% Senior Toggle Notes due December 1, 2018 | 1,393 | 1,304 | |||||
9.75% Fixed Senior Notes due October 15, 2019 | 2 | 141 | |||||
Unamortized premium | 344 | 351 | |||||
Unamortized discount | (154 | ) | (131 | ) | |||
Total EFIH | 7,726 | 6,504 | |||||
EFCH | |||||||
9.58% Fixed Notes due in annual installments through December 4, 2019 (d) | 35 | 35 | |||||
8.254% Fixed Notes due in quarterly installments through December 31, 2021 (d) | 38 | 39 | |||||
1.099% Floating Rate Junior Subordinated Debentures, Series D due January 30, 2037 (e) | 1 | 1 | |||||
8.175% Fixed Junior Subordinated Debentures, Series E due January 30, 2037 | 8 | 8 | |||||
Unamortized fair value discount (c) | (7 | ) | (7 | ) | |||
Total EFCH | 75 | 76 | |||||
TCEH | |||||||
Senior Secured Facilities: | |||||||
3.733% TCEH Term Loan Facilities maturing October 10, 2014 (e)(f) | 3,809 | 3,809 | |||||
3.704% TCEH Letter of Credit Facility maturing October 10, 2014 (e) | 42 | 42 | |||||
4.732% TCEH Term Loan Facilities maturing October 10, 2017 (a)(e)(f) | 15,691 | 15,351 | |||||
4.704% TCEH Letter of Credit Facility maturing October 10, 2017 (e) | 1,020 | 1,020 | |||||
11.5% Fixed Senior Secured Notes due October 1, 2020 | 1,750 | 1,750 | |||||
15% Fixed Senior Secured Second Lien Notes due April 1, 2021 | 336 | 336 | |||||
15% Fixed Senior Secured Second Lien Notes due April 1, 2021, Series B | 1,235 | 1,235 | |||||
10.25% Fixed Senior Notes due November 1, 2015 (a) | 1,833 | 1,833 | |||||
10.25% Fixed Senior Notes due November 1, 2015, Series B (a) | 1,292 | 1,292 | |||||
10.50 / 11.25% Senior Toggle Notes due November 1, 2016 | 1,749 | 1,749 | |||||
March 31, 2013 | December 31, 2012 | ||||||
Pollution Control Revenue Bonds: | |||||||
Brazos River Authority: | |||||||
5.40% Fixed Series 1994A due May 1, 2029 | 39 | 39 | |||||
7.70% Fixed Series 1999A due April 1, 2033 | 111 | 111 | |||||
6.75% Fixed Series 1999B due September 1, 2034, remarketing date April 1, 2013 (g) | 16 | 16 | |||||
7.70% Fixed Series 1999C due March 1, 2032 | 50 | 50 | |||||
8.25% Fixed Series 2001A due October 1, 2030 | 71 | 71 | |||||
8.25% Fixed Series 2001D-1 due May 1, 2033 | 171 | 171 | |||||
0.134% Floating Series 2001D-2 due May 1, 2033 (h) | 97 | 97 | |||||
0.320% Floating Taxable Series 2001I due December 1, 2036 (i) | 62 | 62 | |||||
0.134% Floating Series 2002A due May 1, 2037 (h) | 45 | 45 | |||||
6.75% Fixed Series 2003A due April 1, 2038, remarketing date April 1, 2013 (g) | 44 | 44 | |||||
6.30% Fixed Series 2003B due July 1, 2032 | 39 | 39 | |||||
6.75% Fixed Series 2003C due October 1, 2038 | 52 | 52 | |||||
5.40% Fixed Series 2003D due October 1, 2029, remarketing date October 1, 2014 (g) | 31 | 31 | |||||
5.00% Fixed Series 2006 due March 1, 2041 | 100 | 100 | |||||
Sabine River Authority of Texas: | |||||||
6.45% Fixed Series 2000A due June 1, 2021 | 51 | 51 | |||||
5.20% Fixed Series 2001C due May 1, 2028 | 70 | 70 | |||||
5.80% Fixed Series 2003A due July 1, 2022 | 12 | 12 | |||||
6.15% Fixed Series 2003B due August 1, 2022 | 45 | 45 | |||||
Trinity River Authority of Texas: | |||||||
6.25% Fixed Series 2000A due May 1, 2028 | 14 | 14 | |||||
Unamortized fair value discount related to pollution control revenue bonds (c) | (110 | ) | (112 | ) | |||
Other: | |||||||
7.46% Fixed Secured Facility Bonds with amortizing payments through January 2015 | 4 | 12 | |||||
7% Fixed Senior Notes due March 15, 2013 | — | 5 | |||||
Capital leases | 62 | 64 | |||||
Other | 3 | 3 | |||||
Unamortized discount | (119 | ) | (10 | ) | |||
Unamortized fair value discount (c) | (1 | ) | (1 | ) | |||
Total TCEH | 29,716 | 29,498 | |||||
Total EFH Corp. consolidated | 38,096 | 37,918 | |||||
Less amount due currently | (90 | ) | (103 | ) | |||
Total long-term debt | $ | 38,006 | $ | 37,815 |
(a) | Excludes the following debt held by EFIH or EFH Corp. (parent entity) and eliminated in consolidation: |
March 31, 2013 | December 31, 2012 | ||||||
EFH Corp. 10.875% Fixed Senior Notes due November 1, 2017 | $ | — | $ | 1,685 | |||
EFH Corp. 11.25 / 12.00% Senior Toggle Notes due November 1, 2017 | — | 3,441 | |||||
EFH Corp. 5.55% Fixed Series P Senior Notes due November 15, 2014 | 281 | 279 | |||||
EFH Corp. 6.50% Fixed Series Q Senior Notes due November 15, 2024 | 545 | 516 | |||||
EFH Corp. 6.55% Fixed Series R Senior Notes due November 15, 2034 | 456 | 456 | |||||
TCEH 4.732% Term Loan Facilities maturing October 10, 2017 | 19 | 19 | |||||
TCEH 10.25% Fixed Senior Notes due November 1, 2015 | 213 | 213 | |||||
TCEH 10.25% Fixed Senior Notes due November 1, 2015, Series B | 150 | 150 | |||||
Total | $ | 1,664 | $ | 6,759 |
(b) | This financing is the obligation of a subsidiary of EFH Corp. and will be serviced with cash drawn by the beneficiary of a letter of credit that was previously issued to secure the obligation. |
(c) | Amount represents unamortized fair value adjustments recorded under purchase accounting. |
(d) | EFCH's obligations with respect to these financings are guaranteed by EFH Corp. and secured on a first-priority basis by, among other things, an undivided interest in the Comanche Peak nuclear generation facility. |
(e) | Interest rates in effect at March 31, 2013. |
(f) | Interest rate swapped to fixed on $18.265 billion principal amount of maturities through October 2014 and up to an aggregate $12.6 billion principal amount from October 2014 through October 2017. |
(g) | These series are in the multiannual interest rate mode and are subject to mandatory tender prior to maturity on the mandatory remarketing date. On such date, the interest rate and interest rate period will be reset for the bonds. |
(h) | Interest rates in effect at March 31, 2013. These series are in a daily interest rate mode and are classified as long-term as they are supported by long-term irrevocable letters of credit. |
(i) | Interest rate in effect at March 31, 2013. This series is in a weekly interest rate mode and is classified as long-term as it is supported by long-term irrevocable letters of credit. |
• | $3.809 billion of TCEH Term Loan Facilities maturing in October 2014 with interest payable at LIBOR plus 3.50%; |
• | $15.691 billion of TCEH Term Loan Facilities maturing in October 2017 with interest payable at LIBOR plus 4.50%; |
• | $42 million of cash borrowed under the TCEH Letter of Credit Facility maturing in October 2014 with interest payable at LIBOR plus 3.50% (see discussion under "Credit Facilities" above); |
• | $1.020 billion of cash borrowed under the TCEH Letter of Credit Facility maturing in October 2017 with interest payable at LIBOR plus 4.50% (see discussion under "Credit Facilities" above), and |
• | Amounts borrowed under the TCEH Revolving Credit Facility, which may be reborrowed from time to time until October 2016 and represent the entire amount of commitments under the facility totaling $2.054 billion at March 31, 2013. See "Credit Facilities" above for discussion regarding the maturity date extension of $645 million in commitments from 2013 to 2016. |
Fixed Rates | Expiration Dates | Notional Amount | ||||||||||
5.5 | % | - | 9.3% | September 2013 through October 2014 | $ | 18.265 | billion (a) | |||||
6.8 | % | - | 9.0% | October 2015 through October 2017 | $ | 12.600 | billion (b) |
(a) | Swaps related to an aggregate $600 million principal amount of debt expired in 2013. Per the terms of the transactions, the notional amount of swaps entered into in 2011 grew by $405 million in 2013, substantially offsetting the expired swaps. |
(b) | These swaps are effective from October 2014 through October 2017. The $12.6 billion notional amount of swaps includes $3 billion that expires in October 2015 with the remainder expiring in October 2017. |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Realized net loss | $ | (151 | ) | $ | (168 | ) | |
Unrealized net gain | 148 | 110 | |||||
Total | $ | (3 | ) | $ | (58 | ) |
6. | COMMITMENTS AND CONTINGENCIES |
• | $330 million to support risk management and trading margin requirements in the normal course of business, including over-the-counter hedging transactions and collateral postings with ERCOT; |
• | $208 million to support floating rate pollution control revenue bond debt with an aggregate principal amount of $204 million (the letters of credit are available to fund the payment of such debt obligations and expire in 2014); |
• | $65 million to support TCEH's REP financial requirements with the PUCT, and |
• | $132 million for miscellaneous credit support requirements. |
7. | EQUITY |
EFH Corp. Shareholders’ Equity | |||||||||||||||||||||||
Common Stock (a) | Additional Paid-in Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total Equity | ||||||||||||||||||
Balance at December 31, 2012 | $ | 2 | $ | 7,959 | $ | (18,939 | ) | $ | (47 | ) | $ | 102 | $ | (10,923 | ) | ||||||||
Net loss | — | — | (569 | ) | — | — | (569 | ) | |||||||||||||||
Effects of stock-based incentive compensation plans | — | 2 | — | — | — | 2 | |||||||||||||||||
Change in unrecognized losses related to pension and OPEB plans (Note 10) | — | — | — | (2 | ) | — | (2 | ) | |||||||||||||||
Net effects of cash flow hedges | — | — | — | 2 | — | 2 | |||||||||||||||||
Net effects of cash flow hedges – Oncor (b) | — | — | — | 1 | — | 1 | |||||||||||||||||
Investment by noncontrolling interests | — | — | — | — | 1 | 1 | |||||||||||||||||
Balance at March 31, 2013 | $ | 2 | $ | 7,961 | $ | (19,508 | ) | $ | (46 | ) | $ | 103 | $ | (11,488 | ) |
(a) | Authorized shares totaled 2,000,000,000 at March 31, 2013. Outstanding shares totaled 1,681,908,837 and 1,680,539,245 at March 31, 2013 and December 31, 2012, respectively. |
(b) | Represents recognition in equity in earnings of unconsolidated subsidiaries of previous losses on interest rate hedge transactions entered into by Oncor. |
EFH Corp. Shareholders’ Equity | |||||||||||||||||||||||
Common Stock (a) | Additional Paid-in Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total Equity | ||||||||||||||||||
Balance at December 31, 2011 | $ | 2 | $ | 7,947 | $ | (15,579 | ) | $ | (222 | ) | $ | 95 | $ | (7,757 | ) | ||||||||
Net loss | — | — | (304 | ) | — | — | (304 | ) | |||||||||||||||
Effects of stock-based incentive compensation plans | — | 4 | — | — | — | 4 | |||||||||||||||||
Change in unrecognized losses related to pension and OPEB plans | — | — | — | 4 | — | 4 | |||||||||||||||||
Net effects of cash flow hedges | — | — | — | 3 | — | 3 | |||||||||||||||||
Net effects of cash flow hedges – Oncor (b) | — | — | — | 1 | — | 1 | |||||||||||||||||
Investment by noncontrolling interests | — | — | — | — | 2 | 2 | |||||||||||||||||
Other | — | — | (1 | ) | — | — | (1 | ) | |||||||||||||||
Balance at March 31, 2012 | $ | 2 | $ | 7,951 | $ | (15,884 | ) | $ | (214 | ) | $ | 97 | $ | (8,048 | ) |
(a) | Authorized shares totaled 2,000,000,000 at March 31, 2012. Outstanding shares totaled 1,678,739,245 and 1,679,539,245 at March 31, 2012 and December 31, 2011, respectively. |
(b) | Represents recognition in equity in earnings of unconsolidated subsidiaries of previous losses on interest rate hedge transactions entered into by Oncor. |
Dedesignated Cash Flow Hedges – Interest Rate Swaps (Note 9) | Pension and Other Postretirement Employee Benefit Liabilities Adjustments (Note 10) | Accumulated Other Comprehensive Income (Loss) | |||||||||
Balance at December 31, 2012 | $ | (64 | ) | $ | 17 | $ | (47 | ) | |||
Amounts reclassified from accumulated other comprehensive income (loss) and reported in: | |||||||||||
Operating costs | — | (1 | ) | (1 | ) | ||||||
Selling, general and administrative expenses | — | (1 | ) | (1 | ) | ||||||
Interest expense and related charges | 4 | — | 4 | ||||||||
Other | — | (1 | ) | (1 | ) | ||||||
Income tax benefit | (1 | ) | 1 | — | |||||||
Total amount reclassified from accumulated other comprehensive income (loss) during the period | 3 | (2 | ) | 1 | |||||||
Balance at March 31, 2013 | $ | (61 | ) | $ | 15 | $ | (46 | ) |
8. | FAIR VALUE MEASUREMENTS |
• | Level 1 valuations use quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Our Level 1 assets and liabilities include exchange-traded commodity contracts. For example, a significant number of our derivatives are NYMEX futures and swaps transacted through clearing brokers for which prices are actively quoted. |
• | Level 2 valuations use inputs that, in the absence of actively quoted market prices, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: (a) quoted prices for similar assets or liabilities in active markets, (b) quoted prices for identical or similar assets or liabilities in markets that are not active, (c) inputs other than quoted prices that are observable for the asset or liability such as interest rates and yield curves observable at commonly quoted intervals and (d) inputs that are derived principally from or corroborated by observable market data by correlation or other means. Our Level 2 valuations utilize over-the-counter broker quotes, quoted prices for similar assets or liabilities that are corroborated by correlations or other mathematical means and other valuation inputs. For example, our Level 2 assets and liabilities include forward commodity positions at locations for which over-the-counter broker quotes are available. |
• | Level 3 valuations use unobservable inputs for the asset or liability. Unobservable inputs are used to the extent observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. We use the most meaningful information available from the market combined with internally developed valuation methodologies to develop our best estimate of fair value. For example, our Level 3 assets and liabilities include certain derivatives whose values are derived from pricing models that utilize multiple inputs to the valuations, including inputs that are not observable or easily corroborated through other means. See further discussion below. |
March 31, 2013 | |||||||||||||||
Level 1 | Level 2 | Level 3 (a) | Total | ||||||||||||
Assets: | |||||||||||||||
Commodity contracts | $ | 192 | $ | 1,333 | $ | 106 | $ | 1,631 | |||||||
Interest rate swaps | — | 121 | — | 121 | |||||||||||
Nuclear decommissioning trust – equity securities (b) | 276 | 159 | — | 435 | |||||||||||
Nuclear decommissioning trust – debt securities (b) | — | 266 | — | 266 | |||||||||||
Total assets | $ | 468 | $ | 1,879 | $ | 106 | $ | 2,453 | |||||||
Liabilities: | |||||||||||||||
Commodity contracts | $ | 278 | $ | 135 | $ | 47 | $ | 460 | |||||||
Interest rate swaps | — | 2,054 | — | 2,054 | |||||||||||
Total liabilities | $ | 278 | $ | 2,189 | $ | 47 | $ | 2,514 |
December 31, 2012 | |||||||||||||||
Level 1 | Level 2 | Level 3 (a) | Total | ||||||||||||
Assets: | |||||||||||||||
Commodity contracts | $ | 180 | $ | 1,784 | $ | 83 | $ | 2,047 | |||||||
Interest rate swaps | — | 134 | — | 134 | |||||||||||
Nuclear decommissioning trust – equity securities (b) | 249 | 144 | — | 393 | |||||||||||
Nuclear decommissioning trust – debt securities (b) | — | 261 | — | 261 | |||||||||||
Total assets | $ | 429 | $ | 2,323 | $ | 83 | $ | 2,835 | |||||||
Liabilities: | |||||||||||||||
Commodity contracts | $ | 208 | $ | 121 | $ | 54 | $ | 383 | |||||||
Interest rate swaps | — | 2,217 | — | 2,217 | |||||||||||
Total liabilities | $ | 208 | $ | 2,338 | $ | 54 | $ | 2,600 |
(a) | See table below for description of Level 3 assets and liabilities. |
(b) | The nuclear decommissioning trust investment is included in the other investments line in the balance sheet. See Note 13. |
March 31, 2013 | ||||||||||||||||||
Fair Value | ||||||||||||||||||
Contract Type (a) | Assets | Liabilities | Total | Valuation Technique | Significant Unobservable Input | Range (b) | ||||||||||||
Electricity purchases and sales | $ | 4 | $ | (8 | ) | $ | (4 | ) | Valuation Model | Illiquid pricing locations (c) | $30 to $40/ MWh | |||||||
Hourly price curve shape (d) | $15 to $50/ MWh | |||||||||||||||||
Electricity spread options | 58 | (13 | ) | 45 | Option Pricing Model | Gas to power correlation (e) | 25% to 90% | |||||||||||
Power volatility (f) | 15% to 35% | |||||||||||||||||
Electricity congestion revenue rights | 39 | (3 | ) | 36 | Market Approach (g) | Illiquid price differences between settlement points (h) | $0.00 to $30.00 | |||||||||||
Coal purchases | 1 | (22 | ) | (21 | ) | Market Approach (g) | Illiquid price variances between mines (i) | $0.00 to $1.00 | ||||||||||
Probability of default (j) | 0% to 40% | |||||||||||||||||
Recovery rate (k) | 0% to 40% | |||||||||||||||||
Other | 4 | (1 | ) | 3 | ||||||||||||||
Total | $ | 106 | $ | (47 | ) | $ | 59 |
December 31, 2012 | ||||||||||||||||||
Fair Value | ||||||||||||||||||
Contract Type (a) | Assets | Liabilities | Total | Valuation Technique | Significant Unobservable Input | Range (b) | ||||||||||||
Electricity purchases and sales | $ | 5 | $ | (9 | ) | $ | (4 | ) | Valuation Model | Illiquid pricing locations (c) | $20 to $40/ MWh | |||||||
Hourly price curve shape (d) | $20 to $50/ MWh | |||||||||||||||||
Electricity spread options | 34 | (10 | ) | 24 | Option Pricing Model | Gas to power correlation (e) | 20% to 90% | |||||||||||
Power volatility (f) | 20% to 40% | |||||||||||||||||
Electricity congestion revenue rights | 41 | (2 | ) | 39 | Market Approach (g) | Illiquid price differences between settlement points (h) | $0.00 to $0.50 | |||||||||||
Coal purchases | — | (32 | ) | (32 | ) | Market Approach (g) | Illiquid price variances between mines (i) | $0.00 to $1.00 | ||||||||||
Probability of default (j) | 5% to 40% | |||||||||||||||||
Recovery rate (k) | 0% to 40% | |||||||||||||||||
Other | 3 | (1 | ) | 2 | ||||||||||||||
Total | $ | 83 | $ | (54 | ) | $ | 29 |
(a) | Electricity purchase and sales contracts include wind generation agreements and hedging positions in the ERCOT west region, as well as power contracts, the valuations of which include unobservable inputs related to the hourly shaping of the price curve. Electricity spread options consist of physical electricity call options. Electricity congestion revenue rights contracts consist of forward purchase contracts (swaps and options) used to hedge electricity price differences between settlement points within ERCOT. Coal purchase contracts relate to western (Powder River Basin) coal. |
(b) | The range of the inputs may be influenced by factors such as time of day, delivery period, season and location. |
(c) | Based on the historical range of forward average monthly ERCOT West Hub prices. |
(d) | Based on the historical range of forward average hourly ERCOT North Hub prices. |
(e) | Estimate of the historical range based on forward natural gas and on-peak power prices for the ERCOT hubs most relevant to our spread options. |
(f) | Based on historical forward price changes. |
(g) | While we use the market approach, there is either insufficient market data to consider the valuation liquid or the significance of credit reserves or non-performance risk adjustments results in a Level 3 designation. |
(h) | Based on the historical price differences between settlement points in the ERCOT North Hub for 2012 and the ERCOT North and West Hubs in 2013. |
(i) | Based on the historical range of price variances between mine locations. |
(j) | Estimate of the range of probabilities of default based on past experience and the length of the contract as well as our and counterparties' credit ratings. |
(k) | Estimate of the default recovery rate based on historical corporate rates. |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Net asset balance at beginning of period | $ | 29 | $ | 53 | |||
Total unrealized valuation gains (losses) | 9 | (69 | ) | ||||
Purchases, issuances and settlements (a): | |||||||
Purchases | 4 | 8 | |||||
Issuances | — | (8 | ) | ||||
Settlements | 16 | 20 | |||||
Transfers into Level 3 (b) | 1 | (7 | ) | ||||
Transfers out of Level 3 (b) | — | (2 | ) | ||||
Net change (c) | 30 | (58 | ) | ||||
Net asset (liability) balance at end of period | $ | 59 | $ | (5 | ) | ||
Unrealized valuation gains (losses) relating to instruments held at end of period | $ | 14 | $ | (65 | ) |
(a) | Settlements reflect reversals of unrealized mark-to-market valuations previously recognized in net income. Purchases and issuances reflect option premiums paid or received. |
(b) | Includes transfers due to changes in the observability of significant inputs. Transfers in and out occur at the end of each quarter, which is when the assessments are performed. Transfers out during 2012 reflect increased observability of pricing related to certain congestion revenue rights. Transfers in during 2012 were driven by an increase in nonperformance risk adjustments related to certain coal purchase contracts. All Level 3 transfers during the periods presented are in and out of Level 2. |
(c) | Substantially all changes in values of commodity contracts are reported in the income statement in net gain (loss) from commodity hedging and trading activities. Activity excludes changes in fair value in the month the position settled as well as amounts related to positions entered into and settled in the same month. |
9. | COMMODITY AND OTHER DERIVATIVE CONTRACTUAL ASSETS AND LIABILITIES |
March 31, 2013 | |||||||||||||||||||
Derivative assets | Derivative liabilities | ||||||||||||||||||
Commodity contracts | Interest rate swaps | Commodity contracts | Interest rate swaps | Total | |||||||||||||||
Current assets | $ | 1,207 | $ | 121 | $ | — | $ | — | $ | 1,328 | |||||||||
Noncurrent assets | 424 | — | — | — | 424 | ||||||||||||||
Current liabilities | — | — | (448 | ) | (659 | ) | (1,107 | ) | |||||||||||
Noncurrent liabilities | — | — | (12 | ) | (1,395 | ) | (1,407 | ) | |||||||||||
Net assets (liabilities) | $ | 1,631 | $ | 121 | $ | (460 | ) | $ | (2,054 | ) | $ | (762 | ) |
December 31, 2012 | |||||||||||||||||||
Derivative assets | Derivative liabilities | ||||||||||||||||||
Commodity contracts | Interest rate swaps | Commodity contracts | Interest rate swaps | Total | |||||||||||||||
Current assets | $ | 1,461 | $ | 134 | $ | — | $ | — | $ | 1,595 | |||||||||
Noncurrent assets | 586 | — | — | — | 586 | ||||||||||||||
Current liabilities | — | — | (366 | ) | (678 | ) | (1,044 | ) | |||||||||||
Noncurrent liabilities | — | — | (17 | ) | (1,539 | ) | (1,556 | ) | |||||||||||
Net assets (liabilities) | $ | 2,047 | $ | 134 | $ | (383 | ) | $ | (2,217 | ) | $ | (419 | ) |
Three Months Ended March 31, | ||||||||
Derivative (income statement presentation) | 2013 | 2012 | ||||||
Commodity contracts (Net gain (loss) from commodity hedging and trading activities) (a) | $ | (200 | ) | $ | 358 | |||
Interest rate swaps (Interest expense and related charges) (b) | (3 | ) | (56 | ) | ||||
Net gain (loss) | $ | (203 | ) | $ | 302 |
(a) | Amount represents changes in fair value of positions in the derivative portfolio during the period, as realized amounts related to positions settled are assumed to equal reversals of previously recorded unrealized amounts. |
(b) | Includes unrealized mark-to-market net gain as well as the net realized effect on interest paid/accrued, both reported in "Interest Expense and Related Charges" (see Note 13). |
Derivative type (income statement presentation of loss reclassified from accumulated OCI into income) | Three Months Ended March 31, | |||||||
2013 | 2012 | |||||||
Interest rate swaps (interest expense and related charges) | $ | (2 | ) | $ | (3 | ) | ||
Interest rate swaps (depreciation and amortization) | (1 | ) | (1 | ) | ||||
Total | $ | (3 | ) | $ | (4 | ) |
March 31, 2013 | ||||||||||||||||
Amounts Presented in Balance Sheet | Offsetting Financial Instruments (a) | Financial Collateral (Received) Pledged (b) | Net Amounts (c) | |||||||||||||
Derivative assets: | ||||||||||||||||
Commodity contracts | $ | 1,631 | $ | (1,011 | ) | $ | (454 | ) | $ | 166 | ||||||
Interest rate swaps | 121 | (121 | ) | — | — | |||||||||||
Total derivative assets | 1,752 | (1,132 | ) | (454 | ) | 166 | ||||||||||
Derivative liabilities: | ||||||||||||||||
Commodity contracts | (460 | ) | 329 | 89 | (42 | ) | ||||||||||
Interest rate swaps | (2,054 | ) | 803 | — | (1,251 | ) | ||||||||||
Total derivative liabilities | (2,514 | ) | 1,132 | 89 | (1,293 | ) | ||||||||||
Net amounts | $ | (762 | ) | $ | — | $ | (365 | ) | $ | (1,127 | ) |
December 31, 2012 | ||||||||||||||||
Amounts Presented in Balance Sheet | Offsetting Financial Instruments (a) | Financial Collateral (Received) Pledged (b) | Net Amounts | |||||||||||||
Derivative assets: | ||||||||||||||||
Commodity contracts | $ | 2,047 | $ | (1,263 | ) | $ | (597 | ) | $ | 187 | ||||||
Interest rate swaps | 134 | (134 | ) | — | — | |||||||||||
Total derivative assets | 2,181 | (1,397 | ) | (597 | ) | 187 | ||||||||||
Derivative liabilities: | ||||||||||||||||
Commodity contracts | (383 | ) | 319 | 29 | (35 | ) | ||||||||||
Interest rate swaps | (2,217 | ) | 1,078 | — | (1,139 | ) | ||||||||||
Total derivative liabilities | (2,600 | ) | 1,397 | 29 | (1,174 | ) | ||||||||||
Net amounts | $ | (419 | ) | $ | — | $ | (568 | ) | $ | (987 | ) |
(a) | Offsetting financial instruments with respect to commodity contracts include amounts related to interest rate swaps and vice versa. Amounts exclude trade accounts receivable and payable related to settled financial instruments. |
(b) | Financial collateral consists entirely of cash margin deposits. |
(c) | Includes net liability positions totaling approximately $1.3 billion related to counterparties with positions that are secured by a first-lien interest in the assets of TCEH on a pari passu basis with the TCEH Senior Secured Facilities and the TCEH Senior Secured Notes. |
March 31, 2013 | December 31, 2012 | |||||||||
Derivative type | Notional Volume | Unit of Measure | ||||||||
Interest rate swaps: | ||||||||||
Floating/fixed (a) | $ | 32,565 | $ | 32,760 | Million US dollars | |||||
Basis | $ | 11,967 | $ | 11,967 | Million US dollars | |||||
Natural gas: | ||||||||||
Natural gas price hedge forward sales and purchases (b) | 743 | 875 | Million MMBtu | |||||||
Locational basis swaps | 463 | 495 | Million MMBtu | |||||||
All other | 1,921 | 1,549 | Million MMBtu | |||||||
Electricity | 61,470 | 76,767 | GWh | |||||||
Congestion Revenue Rights (c) | 88,033 | 111,185 | GWh | |||||||
Coal | 11 | 13 | Million tons | |||||||
Fuel oil | 35 | 47 | Million gallons | |||||||
Uranium | 804 | 441 | Thousand pounds |
(a) | Includes notional amount of interest rate swaps with maturity dates through October 2014 as well as notional amount of swaps effective from October 2014 with maturity dates through October 2017 (see Note 5). |
(b) | Represents gross notional forward sales, purchases and options transactions in the natural gas price hedging program. The net amount of these transactions was approximately 310 million MMBtu and 360 million MMBtu at March 31, 2013 and December 31, 2012, respectively. |
(c) | Represents gross forward purchases associated with instruments used to hedge price differences between settlement points in the nodal wholesale market design in ERCOT. |
10. | PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS (OPEB) PLANS |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Components of net pension costs: | |||||||
Service cost | $ | 2 | $ | 12 | |||
Interest cost | 3 | 40 | |||||
Expected return on assets | (2 | ) | (40 | ) | |||
Amortization of net loss | 2 | 27 | |||||
Pension costs | $ | 5 | $ | 39 | |||
Components of net OPEB costs: | |||||||
Service cost | 3 | 2 | |||||
Interest cost | 10 | 11 | |||||
Expected return on assets | (3 | ) | (3 | ) | |||
Amortization of prior service cost | (8 | ) | (8 | ) | |||
Amortization of net loss | 8 | 4 | |||||
OPEB costs | 10 | 6 | |||||
Total benefit costs | 15 | 45 | |||||
Less amounts expensed by Oncor (and not consolidated) | (6 | ) | (9 | ) | |||
Less amounts deferred principally as a regulatory asset or property by Oncor | (6 | ) | (22 | ) | |||
Net amounts recognized as expense by EFH Corp. and consolidated subsidiaries | $ | 3 | $ | 14 |
• | splitting off assets and liabilities under the plan associated with employees of Oncor and all retirees and terminated vested participants of EFH Corp. and its subsidiaries (including discontinued businesses) to a new plan sponsored and administered by Oncor (the Oncor Plan); |
• | splitting off assets and liabilities under the plan associated with active employees of EFH Corp.'s competitive businesses, other than collective bargaining unit (union) employees, to a Terminating Plan, freezing benefits and vesting all accrued plan benefits for these participants; |
• | the termination of, distributions of benefits under, and settlement of all of EFH Corp.'s liabilities under the Terminating Plan, and |
• | maintaining assets and liabilities under the plan associated with union employees of EFH Corp.'s competitive businesses under the current plan. |
11. | RELATED PARTY TRANSACTIONS |
• | We pay an annual management fee under the terms of a management agreement with the Sponsor Group, which we reported in SG&A expense totaling $10 million and $9 million for the three months ended March 31, 2013 and 2012, respectively. |
• | In 2007, TCEH entered into the TCEH Senior Secured Facilities with syndicates of financial institutions and other lenders. These syndicates included affiliates of GS Capital Partners, which is a member of the Sponsor Group. Affiliates of each member of the Sponsor Group have from time to time engaged in commercial banking transactions with us and/or provided financial advisory services to us, in each case in the normal course of business. |
• | In January 2013, fees paid to Goldman, Sachs & Co. (Goldman), an affiliate of GS Capital Partners for services related to debt exchanges totaled $2 million, described as follows: (i) Goldman acted as a dealer manager for the offers by EFIH and EFIH Finance to exchange new EFIH 10% Notes for EFH Corp. 9.75% Notes, EFH Corp. 10% Notes and EFIH 9.75% Notes (collectively, the Old Notes) and as a solicitation agent in the solicitation of consents by EFH Corp. and EFIH and EFIH Finance to amendments to the Old Notes and indentures governing the Old Notes and (ii) Goldman acted as a dealer manager for the offers by EFIH and EFIH Finance to exchange EFIH Toggle Notes for EFH Corp. 10.875% Notes and EFH Corp. Toggle Notes. See Note 5 for further discussion of these exchange offers. |
• | Affiliates of GS Capital Partners are parties to certain commodity and interest rate hedging transactions with us in the normal course of business. |
• | Affiliates of the Sponsor Group have sold or acquired, and in the future may sell or acquire, debt or debt securities issued by us in open market transactions or through loan syndications. |
• | TCEH made loans to EFH Corp. in the form of demand notes (TCEH Demand Notes) that were pledged as collateral under the TCEH Senior Secured Facilities for (i) debt principal and interest payments and (ii) other general corporate purposes (SG&A Note) for EFH Corp. The TCEH Demand Notes totaled $698 million at December 31, 2012, including $233 million in the SG&A Note, and are eliminated in consolidation in these condensed consolidated financial statements. EFH Corp. settled the balance of the TCEH Demand Notes in January 2013 using $680 million of the proceeds from debt issued by EFIH in 2012 that had been held as restricted cash (see Note 13). |
• | As part of EFH Corp.'s liability management program, EFH Corp. (parent entity) and EFIH have purchased, or received in exchanges, certain debt securities of EFH Corp. and TCEH, which they have held. Principal and interest payments received by EFH Corp. and EFIH on these investments have been used, in part, to service their outstanding debt. These investments are eliminated in consolidation in these consolidated financial statements. At March 31, 2013, EFIH held $1.282 billion principal amount of EFH Corp. debt and $79 million principal amount of TCEH debt. At March 31, 2013, EFH Corp. held $303 million principal amount of TCEH debt. In the first quarter 2013, EFIH distributed $6.360 billion principal amount of EFH Corp. debt it previously received in debt exchanges as a dividend to EFH Corp., which cancelled it (see Note 5). |
• | TCEH's retail operations pay Oncor for services it provides, principally the delivery of electricity. Expenses recorded for these services totaled $225 million and $227 million for the three months ended March 31, 2013 and 2012, respectively. The fees are based on rates regulated by the PUCT that apply to all REPs. The balance sheets at March 31, 2013 and December 31, 2012 reflect amounts due currently to Oncor totaling $121 million and $53 million, respectively (included in net payables due to unconsolidated subsidiary), largely related to these electricity delivery fees. Also see discussion below regarding receivables from Oncor under a tax sharing agreement. |
• | In August 2012, TCEH and Oncor agreed to settle at a discount two agreements related to securitization (transition) bonds issued by Oncor's bankruptcy-remote financing subsidiary in 2003 and 2004 to recover generation-related regulatory assets. Under the agreements, TCEH had been reimbursing Oncor as described immediately below. |
• | Oncor pays EFH Corp. subsidiaries for financial and other administrative services and shared facilities at cost. Such amounts reduced reported SG&A expense by $8 million and $7 million for the three months ended March 31, 2013 and 2012, respectively. |
• | Under Texas regulatory provisions, the trust fund for decommissioning the Comanche Peak nuclear generation facility is funded by a delivery fee surcharge billed to REPs by Oncor, as collection agent, and remitted monthly to TCEH for contribution to the trust fund with the intent that the trust fund assets, reported in other investments in our balance sheet, will ultimately be sufficient to fund the actual future decommissioning liability, reported in noncurrent liabilities in our balance sheet. The delivery fee surcharges remitted to TCEH totaled $4 million for both the three months ended March 31, 2013 and 2012. Income and expenses associated with the trust fund and the decommissioning liability incurred by TCEH are offset by a net change in a receivable/payable that ultimately will be settled through changes in Oncor's delivery fee rates. At March 31, 2013 and December 31, 2012, the excess of the trust fund balance over the decommissioning liability resulted in a payable totaling $326 million and $284 million, respectively, included in noncurrent liabilities. |
• | We file a consolidated federal income tax return that includes Oncor Holdings' results. Oncor is not a member of our consolidated tax group, but our consolidated federal income tax return includes our portion of Oncor's results due to our equity ownership in Oncor. We also file a consolidated Texas state margin tax return that includes all of Oncor Holdings' and Oncor's results. However, under a tax sharing agreement, Oncor Holdings' and Oncor's federal income tax and Texas margin tax expense and related balance sheet amounts, including our income taxes payable to or receivable from Oncor Holdings and Oncor, are recorded as if Oncor Holdings and Oncor file their own corporate income tax returns. Our current amount receivable from Oncor Holdings and Oncor related to income taxes (included in net payables due to unconsolidated subsidiary) totaled $45 million and $34 million at March 31, 2013 and December 31, 2012, respectively. EFH Corp. received income tax payments from Oncor Holdings totaling $9 million for the three months ended March 31, 2013. EFH Corp. received no income tax payments from Oncor Holdings and Oncor for the three months ended March 31, 2012. |
• | Certain transmission and distribution utilities in Texas have tariffs in place to assure adequate credit worthiness of any REP to support the REP's obligation to collect securitization bond-related (transition) charges on behalf of the utility. Under these tariffs, as a result of TCEH's credit rating being below investment grade, TCEH is required to post collateral support in an amount equal to estimated transition charges over specified time periods. Accordingly, at March 31, 2013 and December 31, 2012, TCEH had posted letters of credit in the amount of $10 million and $11 million, respectively, for the benefit of Oncor. |
• | As a result of the pension plan actions discussed in Note 10, in December 2012, Oncor became the sponsor of a new pension plan (the Oncor Plan), the participants in which consist of all of Oncor's active employees and all retirees and terminated vested participants of EFH Corp. and its subsidiaries (including discontinued businesses). Oncor had previously contractually agreed to assume responsibility for pension and OPEB liabilities that are recoverable by Oncor under regulatory rate-setting provisions. As part of the pension plan actions, EFH Corp. fully funded the nonrecoverable pension liabilities under the Oncor Plan. After the pension plan actions, the remaining participants in the EFH Corp. pension plan consist of active employees under collective bargaining agreements (union employees). Oncor continues to be responsible for the recoverable portion of pension obligations to these union employees. EFH Corp. is the sponsor of the OPEB plan and remains liable for the majority of the OPEB plan obligations. Accordingly, EFH Corp.'s balance sheet reflects unfunded pension and OPEB liabilities related to plans that it sponsors, including recoverable and nonrecoverable amounts, but also reflects a receivable from Oncor for that portion of the unfunded liabilities for which Oncor is contractually responsible, substantially all of which is expected to be recovered in Oncor's rates. At both March 31, 2013 and December 31, 2012, the receivable amounts totaled $825 million, classified as noncurrent. Under ERISA, EFH Corp. and Oncor remain jointly and severally liable for the funding of the EFH Corp. and Oncor pension plans. We view the risk of the retained liability under ERISA related to the Oncor Plan to be not significant. |
• | Oncor and Texas Holdings agreed to the terms of a stipulation with major interested parties to resolve all outstanding issues in the PUCT review related to the Merger. As part of this stipulation, TCEH would be required to post a letter of credit in an amount equal to $170 million to secure its payment obligations to Oncor in the event, which has not occurred, two or more rating agencies downgrade Oncor's credit rating below investment grade. |
12. | SEGMENT INFORMATION |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Operating revenues (all Competitive Electric) | $ | 1,260 | $ | 1,222 | |||
Equity in earnings of unconsolidated subsidiaries (net of tax) — Regulated Delivery (net of noncontrolling interest of $17 and $15) | $ | 67 | $ | 57 | |||
Net income (loss): | |||||||
Competitive Electric | $ | (547 | ) | $ | (260 | ) | |
Regulated Delivery | 67 | 57 | |||||
Corporate and Other | (89 | ) | (101 | ) | |||
Consolidated | $ | (569 | ) | $ | (304 | ) |
13. | SUPPLEMENTARY FINANCIAL INFORMATION |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Other income: | |||||||
Office space rental income (a) | $ | 3 | $ | 3 | |||
Insurance/litigation settlements (b) | 2 | 2 | |||||
All other | 3 | 2 | |||||
Total other income | $ | 8 | $ | 7 | |||
Other deductions: | |||||||
Ongoing pension and OPEB expense related to discontinued businesses (a) | $ | (1 | ) | $ | 3 | ||
All other | 4 | 3 | |||||
Total other deductions | $ | 3 | $ | 6 |
(a) | Reported in Corporate and Other. |
(b) | Reported in Competitive Electric segment. |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Interest paid/accrued (including net amounts settled/accrued under interest rate swaps) | $ | 839 | $ | 790 | |||
Accrued interest to be paid with additional toggle notes (Note 5) | 41 | 57 | |||||
Unrealized mark-to-market net gain on interest rate swaps (a) | (150 | ) | (114 | ) | |||
Amortization of interest rate swap losses at dedesignation of hedge accounting | 2 | 4 | |||||
Amortization of fair value debt discounts resulting from purchase accounting | 5 | 11 | |||||
Amortization of debt issuance, amendment and extension costs and discounts | 54 | 46 | |||||
Capitalized interest | (7 | ) | (9 | ) | |||
Total interest expense and related charges | $ | 784 | $ | 785 |
(a) | Three months ended March 31, 2013 and 2012 amounts include net gains totaling $148 million and $110 million, respectively, related to TCEH swaps (see Note 5) and net gains totaling $2 million and $4 million, respectively, related to EFH Corp. swaps substantially closed through offsetting positions. |
March 31, 2013 | December 31, 2012 | ||||||||||||||
Current Assets | Noncurrent Assets | Current Assets | Noncurrent Assets | ||||||||||||
Amounts in escrow to settle TCEH Demand Notes (Note 11) | $ | — | $ | — | $ | 680 | $ | — | |||||||
Amounts related to TCEH's Letter of Credit Facility (Note 5) | — | 947 | — | 947 | |||||||||||
Other | 4 | — | — | — | |||||||||||
Total restricted cash | $ | 4 | $ | 947 | $ | 680 | $ | 947 |
March 31, 2013 | December 31, 2012 | ||||||
Materials and supplies | $ | 206 | $ | 201 | |||
Fuel stock | 176 | 168 | |||||
Natural gas in storage | 26 | 24 | |||||
Total inventories | $ | 408 | $ | 393 |
March 31, 2013 | December 31, 2012 | ||||||
Nuclear plant decommissioning trust | $ | 701 | $ | 654 | |||
Assets related to employee benefit plans, including employee savings programs, net of distributions | 70 | 70 | |||||
Land | 40 | 41 | |||||
Miscellaneous other | 3 | 2 | |||||
Total other investments | $ | 814 | $ | 767 |
March 31, 2013 | |||||||||||||||
Cost (a) | Unrealized gain | Unrealized loss | Fair market value | ||||||||||||
Debt securities (b) | $ | 252 | $ | 15 | $ | (1 | ) | $ | 266 | ||||||
Equity securities (c) | 247 | 198 | (10 | ) | 435 | ||||||||||
Total | $ | 499 | $ | 213 | $ | (11 | ) | $ | 701 |
December 31, 2012 | |||||||||||||||
Cost (a) | Unrealized gain | Unrealized loss | Fair market value | ||||||||||||
Debt securities (b) | $ | 246 | $ | 16 | $ | (1 | ) | $ | 261 | ||||||
Equity securities (c) | 245 | 161 | (13 | ) | 393 | ||||||||||
Total | $ | 491 | $ | 177 | $ | (14 | ) | $ | 654 |
(a) | Includes realized gains and losses on securities sold. |
(b) | The investment objective for debt securities is to invest in a diversified tax efficient portfolio with an overall portfolio rating of AA or above as graded by S&P or Aa2 by Moody's. The debt securities are heavily weighted with municipal bonds. The debt securities had an average coupon rate of 4.29% and 4.38% at March 31, 2013 and December 31, 2012, respectively, and an average maturity of 10 and 6 years at March 31, 2013 and December 31, 2012, respectively. |
(c) | The investment objective for equity securities is to invest tax efficiently and to match the performance of the S&P 500 Index. |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Realized gains | $ | — | $ | — | |||
Realized losses | $ | — | $ | — | |||
Proceeds from sales of securities | $ | 41 | $ | 10 | |||
Investments in securities | $ | (45 | ) | $ | (14 | ) |
Nuclear Plant Decommissioning | Mining Land Reclamation and Other | Total | |||||||||
Liability at December 31, 2012 | $ | 368 | $ | 168 | $ | 536 | |||||
Additions: | |||||||||||
Accretion | 6 | 8 | 14 | ||||||||
Reductions: | |||||||||||
Payments | — | (25 | ) | (25 | ) | ||||||
Liability at March 31, 2013 | 374 | 151 | 525 | ||||||||
Less amounts due currently | — | (76 | ) | (76 | ) | ||||||
Noncurrent liability at March 31, 2013 | $ | 374 | $ | 75 | $ | 449 |
March 31, 2013 | December 31, 2012 | ||||||
Uncertain tax positions (including accrued interest) | $ | 1,079 | $ | 2,005 | |||
Retirement plan and other employee benefits (a) | 1,038 | 1,035 | |||||
Asset retirement and mining reclamation obligations | 449 | 452 | |||||
Unfavorable purchase and sales contracts | 614 | 620 | |||||
Nuclear decommissioning cost over-recovery (Note 11) | 326 | 284 | |||||
Other | 54 | 30 | |||||
Total other noncurrent liabilities and deferred credits | $ | 3,560 | $ | 4,426 |
(a) | Includes $825 million at both March 31, 2013 and December 31, 2012, representing pension and OPEB liabilities related to Oncor (see Note 11). |
Year | Amount | |||
2013 | $ | 26 | ||
2014 | $ | 25 | ||
2015 | $ | 25 | ||
2016 | $ | 25 | ||
2017 | $ | 25 |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Cash payments (receipts) related to: | |||||||
Interest paid (a) | $ | 731 | $ | 546 | |||
Capitalized interest | (7 | ) | (9 | ) | |||
Interest paid (net of capitalized interest) (a) | $ | 724 | $ | 537 | |||
Income taxes | $ | — | $ | 1 | |||
Noncash investing and financing activities: | |||||||
Construction expenditures (b) | $ | 57 | $ | 86 | |||
Debt exchange and extension transactions (Note 5) | $ | (326 | ) | $ | — |
(a) | Net of interest received on interest rate swaps. |
(b) | Represents end-of-period accruals. |
Item 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Measure | Balance 2013 (a) | 2014 | Total | |||||
Natural gas hedge volumes (b) | mm MMBtu | ~163 | ~146 | ~309 | ||||
Weighted average hedge price (c) | $/MMBtu | ~6.89 | ~7.80 | — | ||||
Average market price (d) | $/MMBtu | ~4.12 | ~4.23 | — | ||||
Realization of hedge gains (e) | $ billions | ~$0.7 | ~$0.5 | ~$1.2 |
(a) | Balance of 2013 is from April 1, 2013 through December 31, 2013. |
(b) | Where collars are reflected, the volumes are based on the notional position of the derivatives to represent protection against downward price movements. The notional volumes for collars are approximately 150 million MMBtu, which corresponds to a delta position of approximately 146 million MMBtu in 2014. |
(c) | Weighted average hedge prices are based on prices of positions in the natural gas price hedging program (excluding offsetting purchases to avoid over-hedging). Where collars are reflected, sales price represents the collar floor price. |
(d) | Based on NYMEX Henry Hub prices. |
(e) | Based on cumulative unrealized mark-to-market gain at March 31, 2013. |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Realized net gain | $ | 256 | $ | 513 | |||
Unrealized net loss including reversals of previously recorded amounts related to positions settled | (366 | ) | (129 | ) | |||
Total | $ | (110 | ) | $ | 384 |
Forward Market Prices for Calendar Year ($/MMBtu) (a) | |||||||||||||||
Date | 2013 (b) | 2014 | 2015 | 2016 | |||||||||||
December 31, 2008 | $ | 7.15 | $ | 7.15 | $ | 7.21 | $ | 7.30 | |||||||
December 31, 2009 | $ | 6.67 | $ | 6.84 | $ | 7.05 | $ | 7.24 | |||||||
December 31, 2010 | $ | 5.33 | $ | 5.49 | $ | 5.64 | $ | 5.79 | |||||||
December 31, 2011 | $ | 3.94 | $ | 4.34 | $ | 4.60 | $ | 4.85 | |||||||
March 31, 2012 | $ | 3.47 | $ | 3.96 | $ | 4.26 | $ | 4.51 | |||||||
June 30, 2012 | $ | 3.58 | $ | 3.95 | $ | 4.13 | $ | 4.29 | |||||||
September 30, 2012 | $ | 3.84 | $ | 4.18 | $ | 4.37 | $ | 4.55 | |||||||
December 31, 2012 | $ | 3.54 | $ | 4.03 | $ | 4.23 | $ | 4.42 | |||||||
March 31, 2013 | $ | 4.12 | $ | 4.23 | $ | 4.30 | $ | 4.38 |
(a) | Based on NYMEX Henry Hub prices. |
(b) | For March 31, 2013, natural gas prices for 2013 represent the average of forward prices for April through December. |
Balance 2013 (a) | 2014 | 2015 | |||
$1.00/MMBtu change in natural gas price (b) | $ ~20 | $ ~260 | $ ~475 | ||
0.1/MMBtu/MWh change in market heat rate (c) | $ ~4 | $ ~30 | $ ~35 | ||
$1.00/gallon change in diesel fuel price | $ ~6 | $ ~40 | $ ~50 |
(a) | Balance of 2013 is from May 1, 2013 through December 31, 2013. |
(b) | Assumes conversion of electricity positions based on an approximate 8.5 market heat rate with natural gas generally being on the margin 70% to 90% of the time in the ERCOT market (i.e., when coal is forecast to be on the margin, no natural gas position is assumed to be generated). Excludes the impact of economic backdown. |
(c) | Based on Houston Ship Channel natural gas prices at March 31, 2013. |
Fixed Rates | Expiration Dates | Notional Amount | ||||||||||
5.5 | % | - | 9.3% | September 2013 through October 2014 | $ | 18.265 | billion (a) | |||||
6.8 | % | - | 9.0% | October 2015 through October 2017 | $ | 12.600 | billion (b) |
(a) | Swaps related to an aggregate $600 million principal amount of debt expired in 2013. Per the terms of the transactions, the notional amount of swaps entered into in 2011 grew by $405 million in 2013, substantially offsetting the expired swaps. |
(b) | These swaps are effective from October 2014 through October 2017. The $12.6 billion notional amount of swaps includes $3 billion that expires in October 2015 with the remainder expiring in October 2017. |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Realized net loss | $ | (151 | ) | $ | (168 | ) | |
Unrealized net gain | 148 | 110 | |||||
Total | $ | (3 | ) | $ | (58 | ) |
Security (except where noted, debt amounts are principal amounts) | Debt Acquired (a) | Debt Issued/Cash Paid | ||||||
EFH Corp. 10.875% Notes due 2017 | $ | 1,967 | $ | — | ||||
EFH Corp. Toggle Notes due 2017 | 3,126 | 53 | ||||||
EFH Corp. 5.55% Series P Senior Notes due 2014 | 910 | — | ||||||
EFH Corp. 6.50% Series Q Senior Notes due 2024 | 549 | — | ||||||
EFH Corp. 6.55% Series R Senior Notes due 2034 | 459 | — | ||||||
TCEH 10.25% Notes due 2015 | 1,875 | — | ||||||
TCEH Toggle Notes due 2016 | 751 | — | ||||||
TCEH Senior Secured Facilities due 2013 and 2014 | 1,623 | — | ||||||
EFH Corp. and EFIH 9.75% Notes due 2019 | 252 | 256 | ||||||
EFH Corp 10% Notes due 2020 | 1,058 | 561 | ||||||
EFIH 11% Notes due 2021 | — | 406 | ||||||
EFIH 10% Notes due 2020 | — | 3,482 | ||||||
EFIH Toggle Notes due 2018 | — | 1,392 | ||||||
TCEH 15% Notes due 2021 | — | 1,221 | ||||||
TCEH 11.5% Notes due 2020 (b) | — | 1,604 | ||||||
Cash paid, including use of proceeds from debt issuances in 2010 (c) | — | 1,062 | ||||||
Total | $ | 12,570 | $ | 10,037 |
(a) | Includes an aggregate $2.228 billion principal amount of these securities held by EFH Corp. and EFIH, including $564 million of EFH Corp. debt held by EFH Corp. All other debt acquired has been canceled. |
(b) | Excludes from the $1.750 billion principal amount $12 million in debt discount and $134 million in proceeds used for transaction costs related to the issuance of these notes and the amendment and extension of the TCEH Senior Secured Facilities. All other proceeds were used to repay borrowings under the TCEH Senior Secured Facilities, and the remaining transaction costs were funded with cash on hand. |
(c) | Includes $100 million of the proceeds from the January 2010 issuance of $500 million principal amount of EFH Corp. 10% Notes due 2020 and $290 million of the proceeds from the October 2010 issuance of $350 million principal amount of TCEH 15% Senior Secured Second Lien Notes due 2021. The total $390 million of proceeds was used to repurchase debt. |
• | Net loss in the Competitive Electric segment increased $287 million to $547 million. |
• | Earnings from the Regulated Delivery segment increased $10 million to $67 million as discussed above. |
• | After-tax net expenses from Corporate and Other activities totaled $89 million and $101 million in 2013 and 2012, respectively. The amounts in 2013 and 2012 include recurring interest expense on outstanding debt, as well as corporate general and administrative expenses. |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Operating revenues | $ | 1,260 | $ | 1,222 | |||
Fuel, purchased power costs and delivery fees | (636 | ) | (628 | ) | |||
Net gain (loss) from commodity hedging and trading activities | (197 | ) | 368 | ||||
Operating costs | (229 | ) | (207 | ) | |||
Depreciation and amortization | (344 | ) | (330 | ) | |||
Selling, general and administrative expenses | (158 | ) | (155 | ) | |||
Franchise and revenue-based taxes | (17 | ) | (19 | ) | |||
Other income | 4 | 3 | |||||
Other deductions | (3 | ) | (3 | ) | |||
Interest income | 4 | 17 | |||||
Interest expense and related charges | (621 | ) | (655 | ) | |||
Loss before income taxes | (937 | ) | (387 | ) | |||
Income tax benefit | 390 | 127 | |||||
Net loss | $ | (547 | ) | $ | (260 | ) |
Three Months Ended March 31, | % Change | |||||||
2013 | 2012 | |||||||
Sales volumes: | ||||||||
Retail electricity sales volumes – (GWh): | ||||||||
Residential | 4,605 | 4,660 | (1.2 | )% | ||||
Small business (a) | 1,190 | 1,338 | (11.1 | )% | ||||
Large business and other customers | 2,318 | 2,450 | (5.4 | )% | ||||
Total retail electricity | 8,113 | 8,448 | (4.0 | )% | ||||
Wholesale electricity sales volumes (b) | 9,069 | 8,813 | 2.9 | % | ||||
Total sales volumes | 17,182 | 17,261 | (0.5 | )% | ||||
Average volume (kilowatt-hours) per residential customer (c) | 2,964 | 2,887 | 2.7 | % | ||||
Weather (North Texas average) – percent of normal (d): | ||||||||
Heating degree days | 93.5 | % | 77.5 | % | 20.6 | % | ||
Customer counts: | ||||||||
Retail electricity customers (end of period and in thousands) (e): | ||||||||
Residential | 1,546 | 1,603 | (3.6 | )% | ||||
Small business (a) | 176 | 179 | (1.7 | )% | ||||
Large business and other customers | 18 | 17 | 5.9 | % | ||||
Total retail electricity customers | 1,740 | 1,799 | (3.3 | )% |
(a) | Customers with demand of less than 1 MW annually. |
(b) | Includes net amounts related to sales and purchases of balancing energy in the "real-time market." |
(c) | Calculated using average number of customers for the period. |
(d) | Weather data is obtained from Weatherbank, Inc., an independent company that collects and archives weather data from reporting stations of the National Oceanic and Atmospheric Administration (a federal agency under the US Department of Commerce). Normal is defined as the average over the 10-year period from 2000 to 2010. |
(e) | Based on number of meters. Typically, large business and other customers have more than one meter; therefore, number of meters does not reflect the number of individual customers. |
Three Months Ended March 31, | % Change | |||||||||
2013 | 2012 | |||||||||
Operating revenues: | ||||||||||
Retail electricity revenues: | ||||||||||
Residential | $ | 597 | $ | 578 | 3.3 | % | ||||
Small business (a) | 157 | 175 | (10.3 | )% | ||||||
Large business and other customers | 161 | 174 | (7.5 | )% | ||||||
Total retail electricity revenues | 915 | 927 | (1.3 | )% | ||||||
Wholesale electricity revenues (b) (c) | 275 | 230 | 19.6 | % | ||||||
Amortization of intangibles (d) | 5 | 4 | 25.0 | % | ||||||
Other operating revenues | 65 | 61 | 6.6 | % | ||||||
Total operating revenues | $ | 1,260 | $ | 1,222 | 3.1 | % | ||||
Net gain (loss) from commodity hedging and trading activities: | ||||||||||
Realized net gains on settled positions | $ | 296 | $ | 524 | (43.5 | )% | ||||
Unrealized net losses | (493 | ) | (156 | ) | — | % | ||||
Total | $ | (197 | ) | $ | 368 | — | % |
(a) | Customers with demand of less than 1 MW annually. |
(b) | Upon settlement of physical derivative commodity contracts, such as certain electricity sales and purchase agreements and coal purchase contracts, that we mark-to-market in net income, wholesale electricity revenues and fuel and purchased power costs are reported at approximated market prices, as required by accounting rules, instead of the contract price. As a result, these line item amounts include a noncash component, which we deem "unrealized." (The offsetting differences between contract and market prices are reported in net gain (loss) from commodity hedging and trading activities.) These amounts are as follows: |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Reported in revenues | $ | (1 | ) | $ | (2 | ) | |
Reported in fuel and purchased power costs | 7 | 6 | |||||
Net gain | $ | 6 | $ | 4 |
(c) | Includes net amounts related to sales and purchases of balancing energy in the "real-time market." |
(d) | Represents amortization of the intangible net asset value of retail and wholesale power sales agreements resulting from purchase accounting. |
Three Months Ended March 31, | % Change | |||||||||
2013 | 2012 | |||||||||
Fuel, purchased power costs and delivery fees ($ millions): | ||||||||||
Fuel for nuclear facilities | $ | 44 | $ | 47 | (6.4 | )% | ||||
Fuel for lignite/coal facilities | 194 | 174 | 11.5 | % | ||||||
Total nuclear and lignite/coal facilities | 238 | 221 | 7.7 | % | ||||||
Fuel for natural gas facilities and purchased power costs (a) | 53 | 71 | (25.4 | )% | ||||||
Amortization of intangibles (b) | 10 | 12 | (16.7 | )% | ||||||
Other costs | 49 | 45 | 8.9 | % | ||||||
Fuel and purchased power costs | 350 | 349 | 0.3 | % | ||||||
Delivery fees (c) | 286 | 279 | 2.5 | % | ||||||
Total | $ | 636 | $ | 628 | 1.3 | % | ||||
Fuel and purchased power costs (which excludes generation facilities operating costs) per MWh: | ||||||||||
Nuclear facilities | $ | 8.48 | $ | 8.77 | (3.3 | )% | ||||
Lignite/coal facilities (d) | $ | 20.78 | $ | 20.35 | 2.1 | % | ||||
Natural gas facilities and purchased power (e) | $ | 46.01 | $ | 43.25 | 6.4 | % | ||||
Delivery fees per MWh | $ | 35.08 | $ | 32.93 | 6.5 | % | ||||
Production and purchased power volumes (GWh): | ||||||||||
Nuclear facilities | 5,231 | 5,338 | (2.0 | )% | ||||||
Lignite/coal facilities (f) | 11,286 | 10,693 | 5.5 | % | ||||||
Total nuclear and lignite/coal facilities | 16,517 | 16,031 | 3.0 | % | ||||||
Natural gas facilities | 55 | 142 | (61.3 | )% | ||||||
Purchased power (g) | 610 | 1,088 | (43.9 | )% | ||||||
Total energy supply volumes | 17,182 | 17,261 | (0.5 | )% | ||||||
Capacity factors: | ||||||||||
Nuclear facilities | 105.3 | % | 106.3 | % | (0.9 | )% | ||||
Lignite/coal facilities (f) | 65.2 | % | 61.1 | % | 6.7 | % | ||||
Total | 74.2 | % | 71.2 | % | 4.2 | % |
(a) | See note (b) to the "Revenue and Commodity Hedging and Trading Activities" table on previous page. |
(b) | Represents amortization of the intangible net asset values of emission credits, coal purchase contracts, nuclear fuel contracts and power purchase agreements and the stepped up value of nuclear fuel resulting from purchase accounting. |
(c) | Includes delivery fee charges from Oncor. |
(d) | Includes depreciation and amortization of lignite mining assets, which is reported in the depreciation and amortization expense line item, but is part of overall fuel costs and excludes unrealized amounts as discussed in footnote (b) to the "Revenue and Commodity Hedging and Trading Activities" table on previous page. |
(e) | Excludes volumes related to line loss and power imbalances and unrealized amounts referenced in footnote (d) immediately above. |
(f) | Includes the estimated effects of economic backdown (including seasonal operations) of lignite/coal-fueled units totaling 4,350 GWh and 2,920 GWh for the three months ended March 31, 2013 and 2012, respectively. |
(g) | Includes amounts related to line loss and power imbalances. |
Three Months Ended March 31, 2013 | |||||||||||
Net Realized Gains | Net Unrealized Losses | Total | |||||||||
Hedging positions | $ | 295 | $ | (481 | ) | $ | (186 | ) | |||
Trading positions | 1 | (12 | ) | (11 | ) | ||||||
Total | $ | 296 | $ | (493 | ) | $ | (197 | ) |
Three Months Ended March 31, 2012 | |||||||||||
Net Realized Gains | Net Unrealized Gains (Losses) | Total | |||||||||
Hedging positions | $ | 514 | $ | (181 | ) | $ | 333 | ||||
Trading positions | 10 | 25 | 35 | ||||||||
Total | $ | 524 | $ | (156 | ) | $ | 368 |
Three Months Ended March 31, | |||||||
2013 | 2012 | ||||||
Commodity contract net asset at beginning of period | $ | 1,664 | $ | 3,190 | |||
Settlements of positions (a) | (287 | ) | (510 | ) | |||
Changes in fair value of positions in the portfolio (b) | (200 | ) | 358 | ||||
Other activity (c) | (6 | ) | (1 | ) | |||
Commodity contract net asset at end of period | $ | 1,171 | $ | 3,037 |
(a) | Represents reversals of previously recognized unrealized gains and losses upon settlement (offsets realized gains and losses recognized in the settlement period). Excludes changes in fair value in the month the position settled as well as amounts related to positions entered into and settled in the same month. |
(b) | Represents unrealized net gains (losses) recognized, reflecting the effect of changes in forward natural gas prices on positions in the natural gas price hedging program (see discussion above under "Significant Activities and Events and Items Influencing Future Performance – Natural Gas Price Hedging Program and Other Hedging Activities"), as well as net losses in 2013 and net gains in 2012 related to other hedging positions. Excludes changes in fair value in the month the position settled as well as amounts related to positions entered into and settled in the same month. |
(c) | These amounts do not represent unrealized gains or losses. Includes initial values of positions involving the receipt or payment of cash or other consideration, generally related to options purchased/sold. |
Maturity dates of unrealized commodity contract net asset at March 31, 2013 | ||||||||||||
Source of fair value | Less than 1 year | 1-3 years | Total | |||||||||
Prices actively quoted | $ | (85 | ) | $ | (1 | ) | $ | (86 | ) | |||
Prices provided by other external sources | 785 | 413 | 1,198 | |||||||||
Prices based on models | 60 | (1 | ) | 59 | ||||||||
Total | $ | 760 | $ | 411 | $ | 1,171 | ||||||
Percentage of total fair value | 65 | % | 35 | % | 100 | % |
Borrowings | Repayments and Repurchases | ||||||
TCEH (a) | $ | 340 | $ | (15 | ) | ||
EFCH | — | (1 | ) | ||||
EFIH (b) | 1,391 | (139 | ) | ||||
EFH Corp. (c) | — | (1,269 | ) | ||||
Total long-term | 1,731 | (1,424 | ) | ||||
Total short-term – TCEH (d) | 7 | — | |||||
Total | $ | 1,738 | $ | (1,424 | ) |
(a) | Borrowings represent noncash principal increases of TCEH Term Loan Facilities for fees in consideration of the extension of $645 million of commitments under the TCEH Revolving Credit Facility. Repayments represent $14 million of payments of principal at scheduled maturity dates and $2 million of payments of capital lease liabilities. |
(b) | Borrowings represent EFIH debt issued in exchanges for EFH Corp. and EFIH debt in January 2013. Repayments represent noncash retirements related to January 2013 debt exchanges. |
(c) | Repayments include $1.266 billion of noncash retirements related to January 2013 debt exchanges. |
(d) | Short-term amount represents net borrowings under the accounts receivable securitization program (see Note 4 to Financial Statements). |
Available Liquidity | |||||||||||
March 31, 2013 | December 31, 2012 | Change | |||||||||
Cash and cash equivalents – EFH Corp. (parent entity) | $ | 150 | $ | 314 | $ | (164 | ) | ||||
Cash and cash equivalents – EFIH (a) | 475 | 1,104 | (629 | ) | |||||||
Cash and cash equivalents – TCEH | 1,686 | 1,175 | 511 | ||||||||
TCEH Letter of Credit Facility | 212 | 183 | 29 | ||||||||
Total liquidity | $ | 2,523 | $ | 2,776 | $ | (253 | ) |
(a) | December 31, 2012 includes $680 million in cash held in escrow that was used in January 2013 to settle the TCEH Demand Notes. |
• | EFH Corp. and EFIH collectively are permitted to issue up to approximately $250 million of additional aggregate principal amount of debt secured by EFIH's equity interest in Oncor Holdings, of which $15 million can be on a first-priority basis and the remainder on a second-priority basis; |
• | EFIH is permitted under its debt agreements to issue up to approximately $375 million of additional principal amount of senior unsecured debt (subject to certain exceptions and conditions set forth in its debt agreements). Such unsecured debt may be incurred for, among other things, exchanges for EFH Corp. unsecured debt; |
• | TCEH is permitted to issue approximately $2.3 billion of additional aggregate principal amount of debt secured by substantially all of the assets of TCEH and certain of its subsidiaries (of which $410 million can be on a first-priority basis and the remainder on a second-priority basis), and |
• | TCEH is permitted to issue an unlimited amount of additional first-priority debt in order to refinance the first-priority debt outstanding under the TCEH Senior Secured Facilities. |
• | $123 million in cash has been posted with counterparties for exchange cleared transactions (including initial margin), as compared to $69 million posted at December 31, 2012; |
• | $453 million in cash has been received from counterparties, net of $3 million in cash posted, for over-the-counter and other non-exchange cleared transactions, as compared to $598 million received, net of $2 million in cash posted, at December 31, 2012; |
• | $330 million in letters of credit have been posted with counterparties, as compared to $376 million posted at December 31, 2012, and |
• | $3 million in letters of credit have been received from counterparties, as compared to $22 million received at December 31, 2012. |
March 31, 2013 | December 31, 2012 | Threshold Level at March 31, 2013 | |||
Maintenance Covenant: | |||||
TCEH Senior Secured Facilities and TCEH A/R Program: | |||||
Secured debt to Adjusted EBITDA ratio | 6.18 to 1.00 | 5.88 to 1.00 | Must not exceed 8.00 to 1.00 (a) | ||
Debt Incurrence Thresholds: | |||||
EFIH Notes: | |||||
EFIH fixed charge coverage ratio (b) | 0.2 to 1.0 | 0.3 to 1.0 | At least 2.0 to 1.0 | ||
TCEH Senior Notes, Senior Secured Notes and Senior Secured Second Lien Notes: | |||||
TCEH fixed charge coverage ratio | 1.1 to 1.0 | 1.2 to 1.0 | At least 2.0 to 1.0 | ||
TCEH Senior Secured Facilities: | |||||
TCEH fixed charge coverage ratio | 1.2 to 1.0 | 1.2 to 1.0 | At least 2.0 to 1.0 | ||
Restricted Payments/Limitations on Investments Thresholds: | |||||
EFH Corp. 10.875% Notes and Toggle Notes: | |||||
General restrictions (Sponsor Group payments): | |||||
EFH Corp. leverage ratio | 10.7 to 1.0 | 10.1 to 1.0 | Equal to or less than 7.0 to 1.0 | ||
EFIH Notes: | |||||
General restrictions (non-EFH Corp. payments): | |||||
EFIH fixed charge coverage ratio (b) (c) | 1.8 to 1.0 | 2.1 to 1.0 | At least 2.0 to 1.0 | ||
General restrictions (EFH Corp. payments): | |||||
EFIH fixed charge coverage ratio (b) (c) | 0.2 to 1.0 | 0.3 to 1.0 | At least 2.0 to 1.0 | ||
EFIH leverage ratio | 7.7 to 1.0 | 7.0 to 1.0 | Equal to or less than 6.0 to 1.0 | ||
TCEH Senior Notes, Senior Secured Notes and Senior Secured Second Lien Notes: | |||||
TCEH fixed charge coverage ratio | 1.1 to 1.0 | 1.2 to 1.0 | At least 2.0 to 1.0 | ||
TCEH Senior Secured Facilities: | |||||
Payments to Sponsor Group: | |||||
TCEH total debt to Adjusted EBITDA ratio | 9.0 to 1.0 | 8.5 to 1.0 | Equal to or less than 6.5 to 1.0 |
(a) | Calculation excludes secured debt that ranks junior to the TCEH Senior Secured Facilities and up to $1.5 billion ($906 million excluded at March 31, 2013) principal amount of TCEH senior secured first lien notes whose proceeds are used to prepay term loans or deposit letter of credit loans under the TCEH Senior Secured Facilities. |
(b) | Calculations exclude interest income on the EFH Corp. 10.875% Notes and Toggle Notes that EFIH distributed as a dividend to EFH Corp. in January 2013 (see Note 5 to Financial Statements). |
(c) | The EFIH fixed charge coverage ratio for non-EFH Corp. payments includes the results of Oncor Holdings and its subsidiaries. The EFIH fixed charge coverage ratio for EFH Corp. payments excludes the results of Oncor Holdings and its subsidiaries. |
Item3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
March 31, 2013 | December 31, 2012 | ||||||
Month-end average Trading VaR: | $ | 3 | $ | 7 | |||
Month-end high Trading VaR: | $ | 4 | $ | 12 | |||
Month-end low Trading VaR: | $ | 2 | $ | 1 |
March 31, 2013 | December 31, 2012 | ||||||
Month-end average MtM VaR: | $ | 83 | $ | 132 | |||
Month-end high MtM VaR: | $ | 97 | $ | 206 | |||
Month-end low MtM VaR: | $ | 68 | $ | 96 |
March 31, 2013 | December 31, 2012 | ||||||
Month-end average EaR: | $ | 27 | $ | 109 | |||
Month-end high EaR: | $ | 31 | $ | 161 | |||
Month-end low EaR: | $ | 23 | $ | 77 |
Exposure Before Credit Collateral | Credit Collateral | Net Exposure | |||||||||
Investment grade | $ | 684 | $ | 453 | $ | 231 | |||||
Noninvestment grade | 2 | 1 | 1 | ||||||||
Totals | $ | 686 | $ | 454 | $ | 232 | |||||
Investment grade | 99.7 | % | 99.6 | % | |||||||
Noninvestment grade | 0.3 | % | 0.4 | % |
• | prevailing governmental policies and regulatory actions, including those of the Texas Legislature, the Governor of Texas, the US Congress, the US Federal Energy Regulatory Commission, the NERC, the TRE, the PUCT, the RRC, the NRC, the EPA, the TCEQ, the US Mine Safety and Health Administration and the CFTC, with respect to, among other things: |
◦ | allowed prices; |
◦ | allowed rates of return; |
◦ | permitted capital structure; |
◦ | industry, market and rate structure; |
◦ | purchased power and recovery of investments; |
◦ | operations of nuclear generation facilities; |
◦ | operations of fossil-fueled generation facilities; |
◦ | operations of mines; |
◦ | self-bonding requirements; |
◦ | acquisition and disposal of assets and facilities; |
◦ | development, construction and operation of facilities; |
◦ | decommissioning costs; |
◦ | present or prospective wholesale and retail competition; |
◦ | changes in tax laws and policies; |
◦ | changes in and compliance with environmental and safety laws and policies, including the CSAPR, MATS and climate change initiatives, and |
◦ | clearing over the counter derivatives through exchanges and posting of cash collateral therewith; |
• | legal and administrative proceedings and settlements; |
• | general industry trends; |
• | economic conditions, including the impact of an economic downturn; |
• | our ability to collect trade receivables from counterparties; |
• | our ability to attract and retain profitable customers; |
• | our ability to profitably serve our customers; |
• | restrictions on competitive retail pricing; |
• | changes in wholesale electricity prices or energy commodity prices, including the price of natural gas; |
• | changes in prices of transportation of natural gas, coal, crude oil and refined products; |
• | changes in market heat rates in the ERCOT electricity market; |
• | our ability to effectively hedge against unfavorable commodity prices, including the price of natural gas, market heat rates and interest rates; |
• | weather conditions, including drought and limitations on access to water, and other natural phenomena, and acts of sabotage, wars or terrorist or cybersecurity threats or activities; |
• | population growth or decline, or changes in market supply or demand and demographic patterns, particularly in ERCOT; |
• | changes in business strategy, development plans or vendor relationships; |
• | access to adequate transmission facilities to meet changing demands; |
• | changes in interest rates, commodity prices, rates of inflation or foreign exchange rates; |
• | changes in operating expenses, liquidity needs and capital expenditures; |
• | commercial bank market and capital market conditions and the potential impact of disruptions in US and international credit markets; |
• | the willingness of our lenders to extend the maturities of our debt instruments and the terms and conditions of any such extensions; |
• | access to capital, the cost of such capital, and the results of financing and refinancing efforts, including availability of funds in capital markets; |
• | activity in the credit default swap market related to our debt instruments; |
• | restrictions placed on us by the agreements governing our debt instruments; |
• | our ability to generate sufficient cash flow to make interest payments on, or refinance, our debt instruments; |
• | our ability to successfully execute our liability management program or otherwise address our debt maturities, including the potential exchange of debt securities for equity securities; |
• | any defaults under certain of our financing arrangements that could trigger cross default or cross acceleration provisions under other financing arrangements; |
• | our ability to make intercompany loans or otherwise transfer funds among different entities in our corporate structure; |
• | competition for new energy development and other business opportunities; |
• | inability of various counterparties to meet their obligations with respect to our financial instruments; |
• | changes in technology used by and services offered by us; |
• | changes in electricity transmission that allow additional electricity generation to compete with our generation assets; |
• | significant changes in our relationship with our employees, including the availability of qualified personnel, and the potential adverse effects if labor disputes or grievances were to occur; |
• | changes in assumptions used to estimate costs of providing employee benefits, including medical and dental benefits, pension and OPEB, and future funding requirements related thereto, including joint and several liability exposure under ERISA; |
• | changes in assumptions used to estimate future executive compensation payments; |
• | hazards customary to the industry and the possibility that we may not have adequate insurance to cover losses resulting from such hazards; |
• | significant changes in critical accounting policies; |
• | actions by credit rating agencies; |
• | adverse claims by our creditors or holders of our debt securities; |
• | our ability to effectively execute our operational strategy, and |
• | our ability to implement cost reduction initiatives. |
Item 4. | CONTROLS AND PROCEDURES |
Item 1. | LEGAL PROCEEDINGS |
Item 1A. | RISK FACTORS |
Item 4. | MINE SAFETY DISCLOSURES |
Item 6. | EXHIBITS |
(a) | Exhibits filed or furnished as part of Part II are: |
Exhibits | Previously Filed With File Number* | As Exhibit | ||||||
(2) | Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession | |||||||
2(a) | — | Agreement and Plan of Merger between EFH2 Corp. and Energy Future Holdings Corp. | ||||||
(3(i)) | Articles of Incorporation | |||||||
3(a) | — | Restated Certificate of Formation of Energy Future Holdings Corp. | ||||||
(3(ii)) | By-laws | |||||||
3(b) | — | Amended and Restated Bylaws of Energy Future Holdings Corp. | ||||||
(4) | Instruments Defining the Rights of Security Holders, Including Indentures | |||||||
Energy Future Holdings Corp. | ||||||||
4(a) | — | Fifth Supplemental Indenture, dated April 15, 2013, to the Indenture, dated October 31, 2007, among Energy Future Holdings Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Senior Notes due 2017 and Senior Toggle Notes due 2017. | ||||||
4(b) | 1-12833 Form 8-K (January 30, 2013) | 4.1 | — | Supplemental Indenture, dated January 25, 2013, to the Indenture, dated November 16, 2009, among Energy Future Holdings Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 9.75% Senior Secured Notes due 2019. | ||||
4(c) | — | Second Supplemental Indenture, dated April 15, 2013, to the Indenture, dated November 16, 2009, among Energy Future Holdings Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 9.75% Senior Secured Notes due 2019. | ||||||
4(d) | 1-12833 Form 8-K (January 30, 2013) | 4.2 | — | Eighth Supplemental Indenture, dated January 25, 2013, to the Indenture, dated January 12, 2010, among Energy Future Holdings Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 10.000% Senior Secured Notes due 2020. | ||||
4(e) | — | Ninth Supplemental Indenture, dated April 15, 2013, to the Indenture, dated January 12, 2010, among Energy Future Holdings Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 10.000% Senior Secured Notes due 2020. | ||||||
4(f) | — | Second Supplemental Indenture, dated April 15, 2013, to the Indenture, dated November 1, 2004, between Energy Future Holdings Corp. and The Bank of New York Mellon, as trustee (For Unsecured Debt Securities Series P due 2014). | ||||||
4(g) | — | Second Supplemental Indenture, dated April 15, 2013, to the Indenture, dated November 1, 2004, between Energy Future Holdings Corp. and The Bank of New York Mellon, as trustee (For Unsecured Debt Securities Series Q due 2024). | ||||||
4(h) | — | Second Supplemental Indenture, dated April 15, 2013, to the Indenture, dated November 1, 2004, between Energy Future Holdings Corp. and The Bank of New York Mellon, as trustee (For Unsecured Debt Securities Series R due 2034). | ||||||
Exhibits | Previously Filed With File Number* | As Exhibit | ||||||
Texas Competitive Electric Holdings Company LLC | ||||||||
4(i) | — | Third Supplemental Indenture, dated January 11, 2013, to the Indenture dated October 31, 2007, among Texas Competitive Electric Holdings Company LLC, TCEH Finance, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 10.25% Senior Notes due 2015, 10.25% Senior Notes due 2015, Series B, and 10.50%/11.25% Senior Toggle Notes due 2016. | ||||||
4(j) | — | Supplemental Indenture, dated January 11, 2013, to the Indenture dated April 19, 2011, among Texas Competitive Electric Holdings Company LLC, TCEH Finance, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 11.5% Senior Secured Notes due 2020. | ||||||
4(k) | — | Fourth Supplemental Indenture, dated January 11, 2013, to the Indenture dated October 6, 2010, among Texas Competitive Electric Holdings Company LLC, TCEH Finance, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 15% Senior Secured Second Lien Notes due 2021 and 15% Senior Secured Second Lien Notes due 2021, Series B. | ||||||
Energy Future Intermediate Holding Company LLC | ||||||||
4(l) | 1-12833 Form 8-K (filed January 30, 2013) | 4.3 | — | Supplemental Indenture, dated January 25, 2013, to the Indenture, dated November 16, 2009, among Energy Future Intermediate Holding Company LLC, EFIH Finance Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 9.75% Senior Secured Notes due 2019. | ||||
4(m) | 1-12833 Form 8-K (filed January 30, 2013) | 4.4 | — | First Supplemental Indenture, dated January 29, 2013, to the Indenture, dated August 17, 2010, among Energy Future Intermediate Holding Company LLC, EFIH Finance Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 10.000% Senior Secured Notes due 2020. | ||||
4(n) | — | Second Supplemental Indenture, dated March 21, 2013, to the Indenture dated August 17, 2010, among Energy Future Intermediate Holding Company LLC, EFIH Finance Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 10.000% Senior Secured Notes due 2020. | ||||||
4(o) | 1-12833 Form 8-K (filed January 30, 2013) | 4.5 | — | Second Supplemental Indenture, dated January 29, 2013, to the Indenture dated December 5, 2012, among Energy Future Intermediate Holding Company LLC, EFIH Finance Inc., and the Bank of New York Mellon Trust Company, N.A., as trustee, relating to 11.25%/12.25% Senior Toggle Notes due 2018. | ||||
4(p) | 1-12833 Form 10-K (2012) (filed February 19, 2013) | 4(uuu) | — | Third Supplemental Indenture, dated January 30, 2013, to the indenture, dated December 5, 2012, among Energy Future Intermediate Holding Company LLC, EFIH Finance Inc., and the Bank of New York Mellon Trust Company, N.A., as trustee, relating to 11.25%/12.25% Senior Toggle Notes due 2018. | ||||
(10) | Material Contracts | |||||||
Management Contracts; Compensatory Plans, Contracts and Arrangements | ||||||||
10(a) | — | Employment Agreement, dated March 6, 2013, between Energy Future Holdings Corp. and Donald L. Evans. | ||||||
10(b) | — | Second Amended and Restated Employment Agreement, dated May 1, 2013, among TXU Retail Company LLC, Energy Future Holdings Corp. and James A. Burke. | ||||||
Exhibits | Previously Filed With File Number* | As Exhibit | ||||||
Credit Agreements and Related Agreements | ||||||||
10(c) | 1-12833 Form 8-K (filed January 7, 2013) | 10.1 | — | December 2012 Extension Amendment, dated January 4, 2013, to the $24,500,000,000 Credit Agreement. | ||||
10(d) | 1-12833 Form 8-K (filed January 7, 2013) | 10.2 | — | Incremental Amendment No. 1, dated January 4, 2013, to the $24,500,000,000 Credit Agreement. | ||||
(31) | Rule 13a - 14(a)/15d-14(a) Certifications | |||||||
31(a) | — | Certification of John F. Young, principal executive officer of Energy Future Holdings Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||
31(b) | — | Certification of Paul M. Keglevic, principal financial officer of Energy Future Holdings Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||
(32) | Section 1350 Certifications | |||||||
32(a) | — | Certification of John F. Young, principal executive officer of Energy Future Holdings Corp., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||
32(b) | — | Certification of Paul M. Keglevic, principal financial officer of Energy Future Holdings Corp., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||
(95) | Mine Safety Disclosures | |||||||
95(a) | — | Mine Safety Disclosures | ||||||
(99) | Additional Exhibits | |||||||
99(a) | — | Condensed Statement of Consolidated Income – Twelve Months Ended March 31, 2013. | ||||||
99(b) | — | Energy Future Holdings Corp. Consolidated Adjusted EBITDA reconciliation for the three and twelve months ended March 31, 2013 and 2012. | ||||||
99(c) | — | Texas Competitive Electric Holdings Company LLC Consolidated Adjusted EBITDA reconciliation for the three and twelve months ended March 31, 2013 and 2012. | ||||||
99(d) | — | Energy Future Intermediate Holding Company LLC Consolidated Adjusted EBITDA reconciliation for the three and twelve months ended March 31, 2013 and 2012. | ||||||
XBRL Data Files | ||||||||
101.INS | — | XBRL Instance Document** | ||||||
101.SCH | — | XBRL Taxonomy Extension Schema Document** | ||||||
101.CAL | — | XBRL Taxonomy Extension Calculation Document** | ||||||
101.DEF | — | XBRL Taxonomy Extension Definition Document** | ||||||
101.LAB | — | XBRL Taxonomy Extension Labels Document** | ||||||
101.PRE | — | XBRL Taxonomy Extension Presentation Document** |
* | Incorporated herein by reference |
** | Furnished herewith |
Energy Future Holdings Corp. | ||||
By: | /s/ STAN SZLAUDERBACH | |||
Name: | Stan Szlauderbach | |||
Title: | Senior Vice President and Controller | |||
(Principal Accounting Officer) |
Title: | Executive Vice President and Chief Financial Officer |
Title: | Executive Vice President and Chief Financial Officer |
Form 622 (Revised 05/11) | [State Seal of Texas] Certificate of Merger Combination Merger Business Organizations Code | This space reserved for office use. |
Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 | ||
Filing Fee: see instructions |
Parties to the Merger |
Pursuant to chapter 10 of the Texas Business Organizations Code, and the title applicable to each domestic filing entity identified below, the undersigned parties submit this certificate of merger. |
The name, organizational form, state of incorporation or organization, and file number, if any, issued by the secretary of state for each organization that is a party to the merger are as follows: Party 1: EFH2 Corp. |
The organization is a for-profit corporation. It is organized under the laws of Texas, USA. The file number, if any, is 801764836. Its principal place of business is Energy Plaza, 1601 Bryan Street, Dallas, TX. The organization will survive the merger. The plan of merger amends the name of the organization. The new name is set forth below: Energy Future Holdings Corp. |
Party 2: Energy Future Holdings Corp. The organization is a for-profit corporation. It is organized under the laws of Texas, USA. The file number is 139619200. Its principal place of business is Energy Plaza, 1601 Bryan Street, Dallas, TX. The organization will not survive the merger. |
Alternative Statements |
In lieu of providing the plan of merger, each domestic filing entity certifies that: |
1. A signed plan of merger is on file at the principal place of business of each surviving, acquiring, or new domestic entity or non-code organization that is named in this form as a party to the merger or an organization created by the merger. |
2. On written request, a copy of the plan of merger will be furnished without cost by each surviving, acquiring, or new domestic entity or non-code organization to any owner or member of any domestic entity that is a party to or created by the plan of merger and, if the certificate of merger identifies multiple surviving domestic entities or non-code organizations, to any creditor or oblige of the parties to the merger at the time of the merger if a liability or obligation is then outstanding. |
3B. The plan of merger effected changes or amendments to the certificate of formation of: |
EFH2 Corp. |
The changes or amendments to the filing entity's certificate of formation, other than the name change noted previously, are stated below. |
Article I is hereby deleted in its entirety and replaced with the following: “The name of the corporation is Energy Future Holdings Corp. (the “Corporation”). The Corporation is a for-profit corporation.” |
Approval of the Plan of Merger |
The plan of merger has been approved as required by the laws of the jurisdiction of formation of each organization that is a party to the merger and by the governing documents of those organizations. |
Effectiveness of Filing |
This document becomes effective when the document is accepted and filed by the secretary of state. Tax Certificate |
In lieu of providing the tax certificate, one or more of the surviving, acquiring or newly created organizations will be liable for the payment of the required franchise taxes. |
Execution | |
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. The undersigned certifies that the statements contained herein are true and correct, and that the person signing is authorized under the provisions of the Business Organizations Code, or other law applicable to and governing the merging entity, to execute the filing instrument. |
Date: | 4/15/2013 |
EFH2 Corp. |
Merging Entity Name |
/s/ PAUL M. KEGLEVIC |
Signature of authorized person (see instructions) |
Paul M. Keglevic |
Printed or typed name of authorized person |
Energy Future Holdings Corp. |
Merging Entity Name |
/s/ PAUL M. KEGLEVIC |
Signature of authorized person (see instructions) |
Paul M. Keglevic |
Printed or typed name of authorized person |
Name | Address | |
Arcilia C. Acosta | 1601 Bryan St., Dallas, Texas 75201-3411 | |
David Bonderman | 1601 Bryan St., Dallas, Texas 75201-3411 | |
Donald L. Evans | 1601 Bryan St., Dallas, Texas 75201-3411 | |
Thomas D. Ferguson | 1601 Bryan St., Dallas, Texas 75201-3411 | |
Brandon A. Freiman | 1601 Bryan St., Dallas, Texas 75201-3411 | |
Scott Lebovitz | 1601 Bryan St., Dallas, Texas 75201-3411 | |
Marc S. Lipschultz | 1601 Bryan St., Dallas, Texas 75201-3411 | |
Michael McDougall | 1601 Bryan St., Dallas, Texas 75201-3411 | |
Kenneth Pontarelli | 1601 Bryan St., Dallas, Texas 75201-3411 | |
William K. Reilly | 1601 Bryan St., Dallas, Texas 75201-3411 | |
Jonathan D. Smidt | 1601 Bryan St., Dallas, Texas 75201-3411 | |
Billie Williamson | 1601 Bryan St., Dallas, Texas 75201-3411 | |
John F. Young | 1601 Bryan St., Dallas, Texas 75201-3411 | |
Kneeland Youngblood | 1601 Bryan St., Dallas, Texas 75201-3411 |
ENERGY FUTURE HOLDINGS CORP. | ||
By: | /s/ Anthony R. Horton | |
Name: Anthony R. Horton | ||
Title: Senior Vice President, Treasurer and Assistant Secretary | ||
ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC | ||
By: | /s/ Anthony R. Horton | |
Name: Anthony R. Horton | ||
Title: Senior Vice President and Treasurer | ||
ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC | ||
By: | /s/ Anthony R. Horton | |
Name: Anthony R. Horton | ||
Title: Treasurer | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Julie Hoffman-Ramos | |
Name: Julie Hoffman-Ramos | ||
Title: Vice-President | ||
ENERGY FUTURE HOLDINGS CORP. | ||
By: | /s/ Anthony R. Horton | |
Name: Anthony R. Horton | ||
Title: Senior Vice President, Treasurer and Assistant Secretary | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Julie Hoffman-Ramos | |
Name: Julie Hoffman-Ramos | ||
Title: Vice-President | ||
ENERGY FUTURE HOLDINGS CORP. | ||
By: | /s/ Anthony R. Horton | |
Name: Anthony R. Horton | ||
Title: Senior Vice President, Treasurer and Assistant Secretary | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Julie Hoffman-Ramos | |
Name: Julie Hoffman-Ramos | ||
Title: Vice-President | ||
ENERGY FUTURE HOLDINGS CORP. | ||
By: | /s/ Anthony R. Horton | |
Name: Anthony R. Horton | ||
Title: Senior Vice President, Treasurer and Assistant Secretary | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Julie Hoffman-Ramos | |
Name: Julie Hoffman-Ramos | ||
Title: Vice-President | ||
ENERGY FUTURE HOLDINGS CORP. | ||
By: | /s/ Anthony R. Horton | |
Name: Anthony R. Horton | ||
Title: Senior Vice President, Treasurer and Assistant Secretary | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Julie Hoffman-Ramos | |
Name: Julie Hoffman-Ramos | ||
Title: Vice-President | ||
ENERGY FUTURE HOLDINGS CORP. | ||
By: | /s/ Anthony R. Horton | |
Name: Anthony R. Horton | ||
Title: Senior Vice President, Treasurer and Assistant Secretary | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Julie Hoffman-Ramos | |
Name: Julie Hoffman-Ramos | ||
Title: Vice-President | ||
TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC | |
By: /s/ Anthony R. Horton | |
Name: Anthony R. Horton | |
Title: Treasurer | |
TCEH FINANCE, INC. | |
By: /s/ Anthony R. Horton | |
Name: Anthony R. Horton | |
Title: Treasurer | |
The GUARANTORS listed on Exhibit A | |
By: /s/ Anthony R. Horton | |
Name: Anthony R. Horton | |
Title: Treasurer | |
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | |
By: /s/ Teresa Petta | |
Name: Teresa Petta | |
Title: Vice President | |
DECORDOVA II POWER COMPANY LLC | |
By: /s/ Anthony R. Horton | |
Name: Anthony R. Horton | |
Title: Senior Vice President & Treasurer |
4 Change Energy Holdings LLC |
4 Change Energy Company |
Big Brown 3 Power Company LLC |
Big Brown Lignite Company LLC |
Big Brown Power Company LLC |
Collin Power Company LLC |
DeCordova Power Company LLC |
Energy Future Competitive Holdings Company |
Generation MT Company LLC |
Generation SVC Company |
Lake Creek 3 Power Company LLC |
Luminant Big Brown Mining Company LLC |
Luminant Energy Company LLC |
Luminant Energy Trading California Company |
Luminant ET Services Company |
Luminant Generation Company LLC |
Luminant Holding Company LLC |
Luminant Mineral Development Company LLC |
Luminant Mining Company LLC |
Luminant Renewables Company LLC |
Martin Lake 4 Power Company LLC |
Monticello 4 Power Company LLC |
Morgan Creek 7 Power Company LLC |
NCA Resources Development Company LLC |
Oak Grove Management Company LLC |
Oak Grove Mining Company LLC |
Oak Grove Power Company LLC |
Sandow Power Company LLC |
Tradinghouse 3 & 4 Power Company LLC |
Tradinghouse Power Company LLC |
TXU Energy Retail Company LLC |
TXU Energy Solutions Company LLC |
TXU Retail Services Company |
TXU SEM Company |
Valley NG Power Company LLC |
Valley Power Company LLC |
TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC | |
By: /s/ Anthony R. Horton | |
Name: Anthony R. Horton | |
Title: Treasurer | |
TCEH FINANCE, INC. | |
By: /s/ Anthony R. Horton | |
Name: Anthony R. Horton | |
Title: Treasurer | |
The GUARANTORS listed on Exhibit A | |
By: /s/ Anthony R. Horton | |
Name: Anthony R. Horton | |
Title: Treasurer | |
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | |
By: /s/ Teresa Petta | |
Name: Teresa Petta | |
Title: Vice President | |
DECORDOVA II POWER COMPANY LLC | |
By: /s/ Anthony R. Horton | |
Name: Anthony R. Horton | |
Title: Treasurer |
4 Change Energy Holdings LLC |
4 Change Energy Company |
Big Brown 3 Power Company LLC |
Big Brown Lignite Company LLC |
Big Brown Power Company LLC |
Collin Power Company LLC |
DeCordova Power Company LLC |
Energy Future Competitive Holdings Company |
Generation MT Company LLC |
Generation SVC Company |
Lake Creek 3 Power Company LLC |
Luminant Big Brown Mining Company LLC |
Luminant Energy Company LLC |
Luminant Energy Trading California Company |
Luminant ET Services Company |
Luminant Generation Company LLC |
Luminant Holding Company LLC |
Luminant Mineral Development Company LLC |
Luminant Mining Company LLC |
Luminant Renewables Company LLC |
Martin Lake 4 Power Company LLC |
Monticello 4 Power Company LLC |
Morgan Creek 7 Power Company LLC |
NCA Resources Development Company LLC |
Oak Grove Management Company LLC |
Oak Grove Mining Company LLC |
Oak Grove Power Company LLC |
Sandow Power Company LLC |
Tradinghouse 3 & 4 Power Company LLC |
Tradinghouse Power Company LLC |
TXU Energy Retail Company LLC |
TXU Energy Solutions Company LLC |
TXU Retail Services Company |
TXU SEM Company |
Valley NG Power Company LLC |
Valley Power Company LLC |
TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC | |
By: /s/ Anthony R. Horton | |
Name: Anthony R. Horton | |
Title: Treasurer | |
TCEH FINANCE, INC. | |
By: /s/ Anthony R. Horton | |
Name: Anthony R. Horton | |
Title: Treasurer | |
The GUARANTORS listed on Exhibit A | |
By: /s/ Anthony R. Horton | |
Name: Anthony R. Horton | |
Title: Treasurer | |
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | |
By: /s/ Teresa Petta | |
Name: Teresa Petta | |
Title: Vice President | |
DECORDOVA II POWER COMPANY LLC | |
By: /s/ Anthony R. Horton | |
Name: Anthony R. Horton | |
Title: Senior Vice President & Treasurer |
4 Change Energy Holdings LLC |
4 Change Energy Company |
Big Brown 3 Power Company LLC |
Big Brown Lignite Company LLC |
Big Brown Power Company LLC |
Collin Power Company LLC |
DeCordova Power Company LLC |
Energy Future Competitive Holdings Company |
Generation MT Company LLC |
Generation SVC Company |
Lake Creek 3 Power Company LLC |
Luminant Big Brown Mining Company LLC |
Luminant Energy Company LLC |
Luminant Energy Trading California Company |
Luminant ET Services Company |
Luminant Generation Company LLC |
Luminant Holding Company LLC |
Luminant Mineral Development Company LLC |
Luminant Mining Company LLC |
Luminant Renewables Company LLC |
Martin Lake 4 Power Company LLC |
Monticello 4 Power Company LLC |
Morgan Creek 7 Power Company LLC |
NCA Resources Development Company LLC |
Oak Grove Management Company LLC |
Oak Grove Mining Company LLC |
Oak Grove Power Company LLC |
Sandow Power Company LLC |
Tradinghouse 3 & 4 Power Company LLC |
Tradinghouse Power Company LLC |
TXU Energy Retail Company LLC |
TXU Energy Solutions Company LLC |
TXU Retail Services Company |
TXU SEM Company |
Valley NG Power Company LLC |
Valley Power Company LLC |
ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC | ||
By: | /s/ Anthony R. Horton | |
Name: Anthony R. Horton | ||
Title: Senior Vice President and Treasurer | ||
EFIH FINANCE INC. | ||
By: | /s/ Anthony R. Horton | |
Name: Anthony R. Horton | ||
Title: Senior Vice President and Treasurer | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Julie Hoffman-Ramos | |
Name: Julie Hoffman-Ramos | ||
Title: Vice President | ||
If to the Company or TXU Energy: | Energy Future Holdings Corp. 1601 Bryan Street, 41st Floor Dallas, Texas 75201-3411 Attention: General Counsel |
If to Executive: | The most recent address on file with the Company |
AVAILABILITY PERIODS | AMOUNT AVAILABLE IN U.S. DOLLARS | |
FROM AND INCLUDING [ ] | THROUGH AND INCLUDING [ ] | [ ] |
A. | SIXTY PERCENT (60%) OF EACH SUCH DRAWING SHALL BE PAYABLE PURSUANT TO BENEFICIARY'S (OR HIS SUCCESSOR(S) OR HEIR(S) AT LAW) WRITTEN WIRE INSTRUCTIONS SET FORTH IN THE APPROPRIATELY COMPLETED AND PRESENTED SIGHT DRAFT(S), AND |
B. | FORTY PERCENT (40%) OF EACH SUCH DRAWING (FOR PURPOSES OF APPLICABLE PAYROLL AND INCOME TAX WITHHOLDING) SHALL BE PAYABLE TO: |
· | SIXTY PERCENT (60%) OF SUCH AMOUNT, OR $________________, SHALL BE PAYABLE TO |
· | FORTY PERCENT (40%) OF EACH SUCH DRAWING (FOR PURPOSES OF APPLICABLE PAYROLL AND INCOME TAX WITHHOLDING) SHALL BE PAYABLE TO: |
1. | I have reviewed this quarterly report on Form 10-Q of Energy Future Holdings Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | May 1, 2013 | /s/ JOHN F. YOUNG | |||
Name: | John F. Young | ||||
Title: | President and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of Energy Future Holdings Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | May 1, 2013 | /s/ PAUL M. KEGLEVIC | |||
Name: | Paul M. Keglevic | ||||
Title: | Executive Vice President and Chief Financial Officer |
1. | The Company's Quarterly Report on Form 10-Q for the period ended March 31, 2013 (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ JOHN F. YOUNG | ||
Name: | John F. Young | |
Title: | President and Chief Executive Officer |
1. | The Company's Quarterly Report on Form 10-Q for the period ended March 31, 2013 (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ PAUL M. KEGLEVIC | ||
Name: | Paul M. Keglevic | |
Title: | Executive Vice President and Chief Financial Officer |
Mine (a) | Section 104 S and S Citations (b) | Section 104(b) Orders | Section 104(d) Citations and Orders | Section 110(b)(2) Violations | Section 107(a) Orders | Total Dollar Value of MSHA Assessments Proposed (c) | Total Number of Mining Related Fatalities | Received Notice of Pattern of Violations Under Section 104(e) | Received Notice of Potential to Have Pattern Under Section 104(e) | Legal Actions Pending at Last Day of Period (d) | Legal Actions Initiated During Period | Legal Actions Resolved During Period | |||||||||||||||||
Beckville | 3 | — | — | — | — | 7 | — | — | — | 5 | — | 1 | |||||||||||||||||
Big Brown | — | — | — | — | — | — | — | — | — | 2 | — | 1 | |||||||||||||||||
Kosse | 5 | — | — | — | — | — | — | — | — | 5 | — | — | |||||||||||||||||
Oak Hill | 3 | — | — | — | — | — | — | — | — | — | — | 2 | |||||||||||||||||
Sulphur Springs | — | — | — | — | — | — | — | — | — | 1 | — | — | |||||||||||||||||
Tatum | — | — | — | — | — | — | — | — | — | 1 | — | — | |||||||||||||||||
Three Oaks | 1 | — | — | — | — | — | — | — | — | 3 | 1 | 2 | |||||||||||||||||
Turlington | — | — | — | — | — | — | — | — | — | 2 | 1 | — | |||||||||||||||||
Winfield South | — | — | — | — | — | — | — | — | — | 1 | — | — |
(a) | Excludes mines for which there were no applicable events. |
(b) | Includes MSHA citations for health or safety standards that could significantly and substantially contribute to a serious injury if left unabated. |
(c) | Total value in thousands of dollars for proposed assessments received from MSHA for all citations and orders issued in the three months ended March 31, 2013, including but not limited to Sections 104, 107 and 110 citations and orders that are not required to be reported. |
(d) | Pending actions before the FMSHRC involving a coal or other mine. All 20 are contests of proposed penalties. |
Twelve Months Ended March 31, 2013 | |||
(millions of dollars) | |||
Operating revenues | $ | 5,674 | |
Fuel, purchased power costs and delivery fees | (2,824 | ) | |
Net loss from commodity hedging and trading activities | (176 | ) | |
Operating costs | (910 | ) | |
Depreciation and amortization | (1,387 | ) | |
Selling, general and administrative expenses | (678 | ) | |
Franchise and revenue-based taxes | (79 | ) | |
Impairment of goodwill | (1,200 | ) | |
Other income | 31 | ||
Other deductions | (378 | ) | |
Interest income | 1 | ||
Interest expense and related charges | (3,505 | ) | |
Loss before income taxes and equity in earnings of unconsolidated subsidiaries | (5,431 | ) | |
Income tax benefit | 1,526 | ||
Equity in earnings of unconsolidated subsidiaries (net of tax) | 280 | ||
Net loss | $ | (3,625 | ) |
Exhibit 99(b) Energy Future Holdings Corp. Consolidated Adjusted EBITDA Reconciliation (millions of dollars) | |||||||||||||||
Three Months Ended March 31, 2013 | Three Months Ended March 31, 2012 | Twelve Months Ended March 31, 2013 | Twelve Months Ended March 31, 2012 | ||||||||||||
Net loss | $ | (569 | ) | $ | (304 | ) | $ | (3,625 | ) | $ | (1,855 | ) | |||
Income tax benefit | (475 | ) | (180 | ) | (1,526 | ) | (1,099 | ) | |||||||
Interest expense and related charges | 784 | 785 | 3,505 | 4,436 | |||||||||||
Depreciation and amortization | 351 | 337 | 1,387 | 1,467 | |||||||||||
EBITDA | $ | 91 | $ | 638 | $ | (259 | ) | $ | 2,949 | ||||||
Oncor Holdings distributions of earnings | 31 | 36 | 142 | 136 | |||||||||||
Interest income | — | (2 | ) | (1 | ) | (2 | ) | ||||||||
Amortization of nuclear fuel | 39 | 42 | 153 | 147 | |||||||||||
Purchase accounting adjustments (a) | 5 | 21 | 58 | 175 | |||||||||||
Impairment of goodwill | — | — | 1,200 | — | |||||||||||
Impairment and write-down of other assets (b) | — | 1 | 47 | 434 | |||||||||||
Debt extinguishment gains | — | — | — | (51 | ) | ||||||||||
Equity in earnings of unconsolidated subsidiary (net of tax) | (67 | ) | (57 | ) | (280 | ) | (293 | ) | |||||||
Unrealized net (gain) loss resulting from commodity hedging and trading transactions | 487 | 152 | 1,861 | (222 | ) | ||||||||||
EBITDA amount attributable to consolidated unrestricted subsidiaries | — | — | 4 | — | |||||||||||
Noncash compensation expense (c) | 3 | 4 | 10 | 17 | |||||||||||
Transition and business optimization costs (d) | 6 | 9 | 32 | 43 | |||||||||||
Transaction and merger expenses (e) | 10 | 10 | 39 | 38 | |||||||||||
Restructuring and other (f) | 16 | — | 33 | 102 | |||||||||||
Charges related to pension plan actions (g) | — | — | 285 | — | |||||||||||
Expenses incurred to upgrade or expand a generation station (h) | 46 | 26 | 100 | 100 | |||||||||||
Subtotal | $ | 667 | $ | 880 | $ | 3,424 | $ | 3,573 | |||||||
Add Oncor Adjusted EBITDA (reduced by Oncor Holdings distributions) | 384 | 350 | 1,634 | 1,537 | |||||||||||
Adjusted EBITDA per Restricted Payments Covenant | $ | 1,051 | $ | 1,230 | $ | 5,058 | $ | 5,110 |
(a) | Purchase accounting adjustments include amortization of the intangible net asset value of retail and wholesale power sales agreements, environmental credits, coal purchase contracts, nuclear fuel contracts and power purchase agreements and the stepped up value of nuclear fuel. Also include certain credits and gains on asset sales not recognized in net income due to purchase accounting. Twelve months ended 2012 includes $46 million related to an asset sale. |
(b) | Impairment of assets in the twelve months ended 2012 includes impairment of emission allowances and certain mining assets due to EPA rule issued in July 2011. |
(c) | Noncash compensation expenses represent amounts recorded under stock-based compensation accounting standards and exclude capitalized amounts. |
(d) | Transition and business optimization costs include certain incentive compensation expenses, as well as professional fees and other costs related to generation plant reliability and supply chain efficiency initiatives. |
(e) | Transaction and merger expenses primarily represent Sponsor Group management fees. |
(f) | Restructuring and other in the three and twelve months ended 2013 includes costs associated with EFH Corp.'s liability management program. Restructuring and other in the twelve months ended 2012 includes fees related to the amendment and extension of the TCEH Senior Secured Facilities. |
(g) | Charges related to pension plan actions resulted from the termination and payout of pension obligations for active nonunion employees of EFH Corp.'s competitive businesses and the assumption by Oncor under a new Oncor pension plan of all of EFH Corp.'s pension obligations to retirees and terminated vested participants. The charges represent actuarial losses previously recorded as other comprehensive income. |
(h) | Expenses incurred to upgrade or expand a generation station represent noncapital outage costs. |
Exhibit 99(c) Texas Competitive Electric Holdings Company LLC Consolidated Adjusted EBITDA Reconciliation (millions of dollars) | |||||||||||||||
Three Months Ended March 31, 2013 | Three Months Ended March 31, 2012 | Twelve Months Ended March 31, 2013 | Twelve Months Ended March 31, 2012 | ||||||||||||
Net loss | $ | (524 | ) | $ | (238 | ) | $ | (3,234 | ) | $ | (1,677 | ) | |||
Income tax benefit | (378 | ) | (115 | ) | (1,157 | ) | (877 | ) | |||||||
Interest expense and related charges | 586 | 622 | 2,716 | 3,823 | |||||||||||
Depreciation and amortization | 344 | 330 | 1,357 | 1,438 | |||||||||||
EBITDA | $ | 28 | $ | 599 | $ | (318 | ) | $ | 2,707 | ||||||
Interest income | (4 | ) | (17 | ) | (33 | ) | (77 | ) | |||||||
Amortization of nuclear fuel | 39 | 42 | 153 | 147 | |||||||||||
Purchase accounting adjustments (a) | 5 | 9 | 51 | 128 | |||||||||||
Impairment of goodwill | — | — | 1,200 | — | |||||||||||
Impairment and write-down of other assets (b) | — | — | 6 | 430 | |||||||||||
Unrealized net (gain) loss resulting from commodity hedging and trading transactions | 487 | 152 | 1,861 | (222 | ) | ||||||||||
EBITDA amount attributable to consolidated unrestricted subsidiaries | — | (2 | ) | (2 | ) | (7 | ) | ||||||||
Corporate depreciation, interest and income tax expenses included in SG&A expense | 4 | 4 | 17 | 17 | |||||||||||
Noncash compensation expense (c) | 2 | 3 | 6 | 15 | |||||||||||
Transition and business optimization costs (d) | 5 | 9 | 29 | 45 | |||||||||||
Transaction and merger expenses (e) | 10 | 10 | 38 | 36 | |||||||||||
Restructuring and other (f) | 16 | (1 | ) | 31 | 88 | ||||||||||
Charges related to pension plan actions (g) | — | — | 141 | — | |||||||||||
Expenses incurred to upgrade or expand a generation station (h) | 46 | 26 | 100 | 100 | |||||||||||
Adjusted EBITDA per Incurrence Covenant | $ | 638 | $ | 834 | $ | 3,280 | $ | 3,407 | |||||||
Expenses related to unplanned generation station outages | 10 | 26 | 66 | 149 | |||||||||||
Adjusted EBITDA per Maintenance Covenant | $ | 648 | $ | 860 | $ | 3,346 | $ | 3,556 |
(a) | Purchase accounting adjustments include amortization of the intangible net asset value of retail and wholesale power sales agreements, environmental credits, coal purchase contracts, nuclear fuel contracts and power purchase agreements and the stepped up value of nuclear fuel. Also include certain credits and gains on asset sales not recognized in net income due to purchase accounting. Twelve months ended 2012 includes $46 million related to an asset sale. |
(b) | Impairment of assets in the twelve months ended 2012 includes impairment of emission allowances and certain mining assets due to EPA rule issued in July 2011. |
(c) | Noncash compensation expenses represent amounts recorded under stock-based compensation accounting standards and exclude capitalized amounts. |
(d) | Transition and business optimization costs include certain incentive compensation expenses, as well as professional fees and other costs related to generation plant reliability and supply chain efficiency initiatives. |
(e) | Transaction and merger expenses primarily represent Sponsor Group management fees. |
(f) | Restructuring and other in the three and twelve months ended 2013 includes costs associated with the liability management program. Restructuring and other in the twelve months ended 2012 includes fees related to the amendment and extension of the TCEH Senior Secured Facilities. |
(g) | Charges related to pension plan actions resulted from the termination and payout of pension obligations for active nonunion employees of EFH Corp.'s competitive businesses and the assumption by Oncor under a new Oncor pension plan of all of EFH Corp.'s pension obligations to retirees and terminated vested participants. The charges represent actuarial losses previously recorded as other comprehensive income. |
(h) | Expenses incurred to upgrade or expand a generation station represent noncapital outage costs. |
Exhibit 99(d) Energy Future Intermediate Holding Company LLC Consolidated Adjusted EBITDA Reconciliation (millions of dollars) | |||||||||||||||
Three Months Ended March 31, 2013 | Three Months Ended March 31, 2012 | Twelve Months Ended March 31, 2013 | Twelve Months Ended March 31, 2012 | ||||||||||||
Net income | $ | 131 | $ | 86 | $ | 360 | $ | 413 | |||||||
Income tax expense | 36 | 17 | 47 | 67 | |||||||||||
Interest expense and related charges | 184 | 107 | 602 | 373 | |||||||||||
EBITDA | $ | 351 | $ | 210 | $ | 1,009 | $ | 853 | |||||||
Oncor Holdings distributions of earnings | 31 | 36 | 142 | 136 | |||||||||||
Interest income | (284 | ) | (153 | ) | (729 | ) | (560 | ) | |||||||
Equity in earnings of unconsolidated subsidiary (net of tax) | (67 | ) | (57 | ) | (280 | ) | (293 | ) | |||||||
Other | — | — | — | 1 | |||||||||||
Adjusted EBITDA per Incurrence Covenant | $ | 31 | $ | 36 | $ | 142 | $ | 137 | |||||||
Add Oncor Adjusted EBITDA (reduced by Oncor Holdings distributions) | 384 | 350 | 1,634 | 1,537 | |||||||||||
Adjusted EBITDA per Restricted Payments Covenant | $ | 415 | $ | 386 | $ | 1,776 | $ | 1,674 |
Goodwill And Identifiable Intangible Assets (Amortization Expense Related to Intangible Assets (including income statement line item)) (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |
---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 33 | $ 36 |
Retail customer relationship [Member] | Depreciation and amortization [Member] | Competitive Electric [Member]
|
||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 6 | 9 |
Favorable purchase and sales contracts [Member] | Operating revenues/ Fuel, purchased power costs and delivery fees [Member] | Competitive Electric [Member]
|
||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 6 | 8 |
Capitalized in-service software [Member] | Depreciation and amortization [Member]
|
||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 10 | 8 |
Environmental allowances and credits [Member] | Fuel, purchased power costs and delivery fees [Member] | Competitive Electric [Member]
|
||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | 3 | 5 |
Mining development costs [Member] | Depreciation and amortization [Member] | Competitive Electric [Member]
|
||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 8 | $ 6 |
Fair Value Measurements (Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) (USD $)
In Millions, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Assets: | ||||||||||||
Nuclear decommissioning trust | $ 701 | $ 654 | ||||||||||
Equity securities [Member]
|
||||||||||||
Assets: | ||||||||||||
Nuclear decommissioning trust | 435 | [1] | 393 | [1] | ||||||||
Debt securities [Member]
|
||||||||||||
Assets: | ||||||||||||
Nuclear decommissioning trust | 266 | [2] | 261 | [2] | ||||||||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
|
||||||||||||
Assets: | ||||||||||||
Total assets | 468 | 429 | ||||||||||
Liabilities: | ||||||||||||
Total liabilities | 278 | 208 | ||||||||||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Equity securities [Member]
|
||||||||||||
Assets: | ||||||||||||
Nuclear decommissioning trust | 276 | [3] | 249 | [3] | ||||||||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Debt securities [Member]
|
||||||||||||
Assets: | ||||||||||||
Nuclear decommissioning trust | 0 | [3] | [3] | |||||||||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Commodity contracts [Member]
|
||||||||||||
Assets: | ||||||||||||
Derivative Assets | 192 | 180 | ||||||||||
Liabilities: | ||||||||||||
Derivative Liabilities | 278 | 208 | ||||||||||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Interest rate swaps [Member]
|
||||||||||||
Assets: | ||||||||||||
Derivative Assets | 0 | |||||||||||
Liabilities: | ||||||||||||
Derivative Liabilities | 0 | |||||||||||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member]
|
||||||||||||
Assets: | ||||||||||||
Total assets | 1,879 | 2,323 | ||||||||||
Liabilities: | ||||||||||||
Total liabilities | 2,189 | 2,338 | ||||||||||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Equity securities [Member]
|
||||||||||||
Assets: | ||||||||||||
Nuclear decommissioning trust | 159 | [3] | 144 | [3] | ||||||||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Debt securities [Member]
|
||||||||||||
Assets: | ||||||||||||
Nuclear decommissioning trust | 266 | [3] | 261 | [3] | ||||||||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Commodity contracts [Member]
|
||||||||||||
Assets: | ||||||||||||
Derivative Assets | 1,333 | 1,784 | ||||||||||
Liabilities: | ||||||||||||
Derivative Liabilities | 135 | 121 | ||||||||||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Interest rate swaps [Member]
|
||||||||||||
Assets: | ||||||||||||
Derivative Assets | 121 | 134 | ||||||||||
Liabilities: | ||||||||||||
Derivative Liabilities | 2,054 | 2,217 | ||||||||||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member]
|
||||||||||||
Assets: | ||||||||||||
Total assets | 106 | [4] | 83 | [4] | ||||||||
Liabilities: | ||||||||||||
Total liabilities | 47 | [4] | 54 | [4] | ||||||||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Equity securities [Member]
|
||||||||||||
Assets: | ||||||||||||
Nuclear decommissioning trust | 0 | [3],[4] | [3],[4] | |||||||||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Debt securities [Member]
|
||||||||||||
Assets: | ||||||||||||
Nuclear decommissioning trust | 0 | [3],[4] | [3],[4] | |||||||||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Commodity contracts [Member]
|
||||||||||||
Assets: | ||||||||||||
Derivative Assets | 106 | [4] | 83 | [4] | ||||||||
Liabilities: | ||||||||||||
Derivative Liabilities | 47 | [4] | 54 | [4] | ||||||||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Interest rate swaps [Member]
|
||||||||||||
Assets: | ||||||||||||
Derivative Assets | 0 | [4] | [4] | |||||||||
Liabilities: | ||||||||||||
Derivative Liabilities | 0 | [4] | [4] | |||||||||
Fair Value, Measurements, Recurring [Member] | Total [Member]
|
||||||||||||
Assets: | ||||||||||||
Total assets | 2,453 | 2,835 | ||||||||||
Liabilities: | ||||||||||||
Total liabilities | 2,514 | 2,600 | ||||||||||
Fair Value, Measurements, Recurring [Member] | Total [Member] | Equity securities [Member]
|
||||||||||||
Assets: | ||||||||||||
Nuclear decommissioning trust | 435 | [3] | 393 | [3] | ||||||||
Fair Value, Measurements, Recurring [Member] | Total [Member] | Debt securities [Member]
|
||||||||||||
Assets: | ||||||||||||
Nuclear decommissioning trust | 266 | [3] | 261 | [3] | ||||||||
Fair Value, Measurements, Recurring [Member] | Total [Member] | Commodity contracts [Member]
|
||||||||||||
Assets: | ||||||||||||
Derivative Assets | 1,631 | 2,047 | ||||||||||
Liabilities: | ||||||||||||
Derivative Liabilities | 460 | 383 | ||||||||||
Fair Value, Measurements, Recurring [Member] | Total [Member] | Interest rate swaps [Member]
|
||||||||||||
Assets: | ||||||||||||
Derivative Assets | 121 | 134 | ||||||||||
Liabilities: | ||||||||||||
Derivative Liabilities | $ 2,054 | $ 2,217 | ||||||||||
|
Supplementary Financial Information (Inventories by Major Category and Other Investments) (Details) (USD $)
In Millions, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Inventories by Major Category | ||
Materials and supplies | $ 206 | $ 201 |
Fuel stock | 176 | 168 |
Natural gas in storage | 26 | 24 |
Total inventories | 408 | 393 |
Other Investments | ||
Nuclear plant decommissioning trust | 701 | 654 |
Assets related to employee benefit plans, including employee savings programs, net of distributions | 70 | 70 |
Land | 40 | 41 |
Miscellaneous other | 3 | 2 |
Total other investments | $ 814 | $ 767 |
Fair Value Measurements (Schedule of Fair Value of the Level 3 Assets and Liabilities by Major Contract Type (All Related to Commodity Contracts) and the Significant Unobservable Inputs Used in the Valuations) (Details) (Derivative financial instruments, assets and liabilities [Member], Level 3 [Member], USD $)
|
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Dec. 31, 2012
|
|||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Assets | $ 106,000,000 | [1] | $ 83,000,000 | [1] | ||||||||||||||||||||||
Liabilities | (47,000,000) | [1] | (54,000,000) | [1] | ||||||||||||||||||||||
Derivative Assets (Liabilities), at Fair Value, Net | 59,000,000 | [1] | 29,000,000 | [1] | ||||||||||||||||||||||
Electricity purchases and sales [Member] | Valuation Model [Member]
|
||||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Assets | 4,000,000 | [1] | 5,000,000 | [1] | ||||||||||||||||||||||
Liabilities | (8,000,000) | [1] | (9,000,000) | [1] | ||||||||||||||||||||||
Derivative Assets (Liabilities), at Fair Value, Net | (4,000,000) | [1] | (4,000,000) | [1] | ||||||||||||||||||||||
Electricity spread options [Member] | Option Pricing Model [Member]
|
||||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Assets | 58,000,000 | [1] | 34,000,000 | [1] | ||||||||||||||||||||||
Liabilities | (13,000,000) | [1] | (10,000,000) | [1] | ||||||||||||||||||||||
Derivative Assets (Liabilities), at Fair Value, Net | 45,000,000 | [1] | 24,000,000 | [1] | ||||||||||||||||||||||
Electricity congestion revenue rights [Member] | Market Approach [Member]
|
||||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Assets | 39,000,000 | [1],[2] | 41,000,000 | [1],[2] | ||||||||||||||||||||||
Liabilities | (3,000,000) | [1],[2] | (2,000,000) | [1],[2] | ||||||||||||||||||||||
Derivative Assets (Liabilities), at Fair Value, Net | 36,000,000 | [1],[2] | 39,000,000 | [1],[2] | ||||||||||||||||||||||
Coal purchases [Member] | Market Approach [Member]
|
||||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Assets | 1,000,000 | [1],[2] | 0 | [1],[2] | ||||||||||||||||||||||
Liabilities | (22,000,000) | [1],[2] | (32,000,000) | [1],[2] | ||||||||||||||||||||||
Derivative Assets (Liabilities), at Fair Value, Net | (21,000,000) | [1],[2] | (32,000,000) | [1],[2] | ||||||||||||||||||||||
Other [Member]
|
||||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Assets | 4,000,000 | [1] | 3,000,000 | [1] | ||||||||||||||||||||||
Liabilities | (1,000,000) | [1] | (1,000,000) | [1] | ||||||||||||||||||||||
Derivative Assets (Liabilities), at Fair Value, Net | 3,000,000 | [1] | 2,000,000 | [1] | ||||||||||||||||||||||
Minimum [Member] | Electricity purchases and sales [Member] | Valuation Model [Member]
|
||||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Illiquid pricing locations (in usd per MWh) | 30 | [1],[3],[4] | 20 | [1],[3],[4] | ||||||||||||||||||||||
Hourly price curve shape (in usd per MWh) | 15 | [1],[4],[5] | 20 | [1],[4],[5] | ||||||||||||||||||||||
Minimum [Member] | Electricity spread options [Member] | Option Pricing Model [Member]
|
||||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Gas to power correlation (as a percent) | 25.00% | [1],[4],[6] | 20.00% | [1],[4],[6] | ||||||||||||||||||||||
Power volatility (as a percent) | 15.00% | [1],[4],[7] | 20.00% | [1],[4],[7] | ||||||||||||||||||||||
Minimum [Member] | Electricity congestion revenue rights [Member] | Market Approach [Member]
|
||||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Illiquid price differences between settlement points | 0 | [1],[2],[4],[8] | 0 | [1],[2],[4],[8] | ||||||||||||||||||||||
Minimum [Member] | Coal purchases [Member] | Market Approach [Member]
|
||||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Probability of default (as a percent) | 0.00% | [1],[4],[9] | 5.00% | [1],[4],[9] | ||||||||||||||||||||||
Recovery rate (as a percent) | 0.00% | [1],[10],[4] | 0.00% | [1],[10],[4] | ||||||||||||||||||||||
Illiquid price variances between mines | 0 | [1],[11],[2],[4] | 0 | [1],[11],[2],[4] | ||||||||||||||||||||||
Maximum [Member] | Electricity purchases and sales [Member] | Valuation Model [Member]
|
||||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Illiquid pricing locations (in usd per MWh) | 40 | [1],[3],[4] | 40 | [1],[3],[4] | ||||||||||||||||||||||
Hourly price curve shape (in usd per MWh) | 50 | [1],[4],[5] | 50 | [1],[4],[5] | ||||||||||||||||||||||
Maximum [Member] | Electricity spread options [Member] | Option Pricing Model [Member]
|
||||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Gas to power correlation (as a percent) | 90.00% | [1],[4],[6] | 90.00% | [1],[4],[6] | ||||||||||||||||||||||
Power volatility (as a percent) | 35.00% | [1],[4],[7] | 40.00% | [1],[4],[7] | ||||||||||||||||||||||
Maximum [Member] | Electricity congestion revenue rights [Member] | Market Approach [Member]
|
||||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Illiquid price differences between settlement points | 30 | [1],[2],[4],[8] | 0.5 | [1],[2],[4],[8] | ||||||||||||||||||||||
Maximum [Member] | Coal purchases [Member] | Market Approach [Member]
|
||||||||||||||||||||||||||
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items] | ||||||||||||||||||||||||||
Probability of default (as a percent) | 40.00% | [1],[4],[9] | 40.00% | [1],[4],[9] | ||||||||||||||||||||||
Recovery rate (as a percent) | 40.00% | [1],[10],[4] | 40.00% | [1],[10],[4] | ||||||||||||||||||||||
Illiquid price variances between mines | $ 1 | [1],[11],[2],[4] | $ 1 | [1],[11],[2],[4] | ||||||||||||||||||||||
|
Short-Term Borrowings And Long-Term Debt (2013 Debt-Related Activity) (Details) (USD $)
In Millions, unless otherwise specified |
1 Months Ended | 3 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2013
|
Mar. 31, 2013
|
Mar. 31, 2012
|
Mar. 31, 2013
Senior Notes [Member]
|
Jan. 31, 2013
EFH Corp. [Member]
Senior Notes [Member]
|
Mar. 31, 2013
EFH Corp. [Member]
Senior Notes [Member]
|
Jan. 31, 2013
EFH Corp. [Member]
Senior Secured Debt [Member]
|
Mar. 31, 2013
Texas Competitive Electric Holdings Company LLC [Member]
|
Mar. 31, 2013
Texas Competitive Electric Holdings Company LLC [Member]
Senior Notes [Member]
|
Mar. 31, 2013
Texas Competitive Electric Holdings Company LLC [Member]
Line of Credit [Member]
|
Mar. 31, 2013
Texas Competitive Electric Holdings Company LLC [Member]
Senior Secured Debt [Member]
|
Mar. 31, 2013
11.5% Fixed Senior Secured Notes due October 1, 2020 [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Senior Secured Debt [Member]
|
Dec. 31, 2012
11.5% Fixed Senior Secured Notes due October 1, 2020 [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Senior Secured Debt [Member]
|
Mar. 31, 2013
6.875% Senior Secured First Lien Notes due August 15, 2017 [Member]
Energy Future Intermediate Holding CO LLC [Member]
Senior Secured Debt [Member]
|
Dec. 31, 2012
6.875% Senior Secured First Lien Notes due August 15, 2017 [Member]
Energy Future Intermediate Holding CO LLC [Member]
Senior Secured Debt [Member]
|
Jan. 31, 2013
11.25%/12.25% Senior Toggle notes due 2018 [Member]
Energy Future Intermediate Holding CO LLC [Member]
Senior Notes [Member]
|
Jan. 31, 2013
10.875% Senior notes due 2017 [Member]
EFH Corp. [Member]
Senior Notes [Member]
|
Jan. 31, 2013
11.25 / 12.00% Senior Toggle Notes due November 1, 2017 [Member]
EFH Corp. [Member]
Senior Notes [Member]
|
Mar. 31, 2013
11.25 / 12.00% Senior Toggle Notes due November 1, 2017 [Member]
EFH Corp. [Member]
Senior Notes [Member]
|
Dec. 31, 2012
11.25 / 12.00% Senior Toggle Notes due November 1, 2017 [Member]
EFH Corp. [Member]
Senior Notes [Member]
|
Jan. 31, 2013
5.55% Fixed Series P Senior Notes due November 15, 2014 [Member]
EFH Corp. [Member]
Senior Notes [Member]
|
Mar. 31, 2013
5.55% Fixed Series P Senior Notes due November 15, 2014 [Member]
EFH Corp. [Member]
Senior Notes [Member]
|
Dec. 31, 2012
5.55% Fixed Series P Senior Notes due November 15, 2014 [Member]
EFH Corp. [Member]
Senior Notes [Member]
|
Jan. 31, 2013
6.50% Fixed Series Q Senior Notes due November 15, 2024 [Member]
EFH Corp. [Member]
Senior Notes [Member]
|
Mar. 31, 2013
6.50% Fixed Series Q Senior Notes due November 15, 2024 [Member]
EFH Corp. [Member]
Senior Notes [Member]
|
Dec. 31, 2012
6.50% Fixed Series Q Senior Notes due November 15, 2024 [Member]
EFH Corp. [Member]
Senior Notes [Member]
|
Mar. 31, 2013
10.875% Fixed Senior Notes due November 1, 2017 [Member]
|
Mar. 31, 2013
10.875% Fixed Senior Notes due November 1, 2017 [Member]
EFH Corp. [Member]
Senior Notes [Member]
|
Dec. 31, 2012
10.875% Fixed Senior Notes due November 1, 2017 [Member]
EFH Corp. [Member]
Senior Notes [Member]
|
Mar. 31, 2013
Toggle Notes [Member]
|
Mar. 31, 2013
11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 [Member]
Energy Future Intermediate Holding CO LLC [Member]
Senior Secured Debt [Member]
|
Dec. 31, 2012
11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 [Member]
Energy Future Intermediate Holding CO LLC [Member]
Senior Secured Debt [Member]
|
Mar. 31, 2013
10% Senior Secured notes due 2020 [Member]
Senior Notes [Member]
|
Jan. 31, 2013
10% Senior Secured notes due 2020 [Member]
Energy Future Intermediate Holding CO LLC [Member]
Senior Secured Debt [Member]
|
Mar. 31, 2013
9.75% Secured notes due 2019 [Member]
Senior Notes [Member]
|
Jan. 31, 2013
9.75% Secured notes due 2019 [Member]
Energy Future Intermediate Holding CO LLC [Member]
Senior Secured Debt [Member]
|
Jan. 31, 2013
9.75% Secured notes due 2019 [Member]
EFH Corp. [Member]
Senior Secured Debt [Member]
|
Jan. 31, 2013
10% Fixed Senior Secured First Lien Notes due December 1, 2020 [Member]
Senior Secured Debt [Member]
|
Mar. 31, 2013
10% Fixed Senior Secured First Lien Notes due December 1, 2020 [Member]
Energy Future Intermediate Holding CO LLC [Member]
Senior Secured Debt [Member]
|
Dec. 31, 2012
10% Fixed Senior Secured First Lien Notes due December 1, 2020 [Member]
Energy Future Intermediate Holding CO LLC [Member]
Senior Secured Debt [Member]
|
Mar. 31, 2013
Returned debt as dividend [Member]
Energy Future Intermediate Holding CO LLC [Member]
Senior Notes [Member]
|
Mar. 31, 2013
Oncor Holdings [Member]
6.875% Senior Secured First Lien Notes due August 15, 2017 [Member]
Energy Future Intermediate Holding CO LLC [Member]
Senior Secured Debt [Member]
|
Apr. 30, 2013
Subsequent Event [Member]
Texas Competitive Electric Holdings Company LLC [Member]
|
|||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Issuance Fee Paid By Issuance Of Debt | $ 340 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term debt, gross | 60 | 4,874 | 22,616 | 1,571 | 1,750 | 1,750 | 503 | 503 | 89 | 27 | [1] | 60 | [1] | 90 | [1] | 92 | [1] | 201 | [1] | 230 | [1] | 33 | [1] | 64 | [1] | 1,750 | 1,750 | 1,302 | 3,482 | 2,180 | |||||||||||||||||||||||
Principal Amount Of Affiliate Debt Acquired In Exchange Transaction | 95 | 1,310 | 31 | 33 | 2 | 29 | 139 | 113 | 1,058 | ||||||||||||||||||||||||||||||||||||||||||||
Pledged ownership membership interest as a percentage | 100.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuances of long-term debt | 0 | 1,150 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchases of long-term debt | 16 | 19 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of principal at scheduled maturity dates | 14 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of contractual payments under capitalized lease obligations | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Owner participant Interest Acquired, Cash | 40 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Insturment, Trust's Debt, Fair Value | 45 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from (repayments) of short-term debt | 0 | (670) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Principal Amounts Cancelled, Payment as Dividend | 1,641 | 1,715 | 3,474 | 1,058 | 113 | 6,360 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument Principal Amount Of Subsidiaries Still Held By Affiliate | 1,361 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Tax Assets, Deferred Income Gain Relating to Membership Interests Transactions | 19 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Taxable Cancellation of Debt Income | $ 11 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Variable Interest Entities (Carrying Amounts and Classifications of Assets and Liabilities Related to Consolidated VIEs) (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 3 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Dec. 31, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
Mar. 31, 2013
Consolidated VIEs [Member]
Nuclear_generation_units
|
Dec. 31, 2012
Consolidated VIEs [Member]
|
Mar. 31, 2013
Texas Competitive Electric Holdings Company LLC [Member]
|
Mar. 31, 2013
Texas Competitive Electric Holdings Company LLC [Member]
Consolidated VIEs [Member]
|
Mar. 31, 2013
MHI [Member]
Consolidated VIEs [Member]
|
|
Variable Interest Entity [Line Items] | |||||||||
Number of new nuclear generation units in development (in nuclear generation units) | 2 | ||||||||
Variable interest entity, ownership percentage (as a percent) | 88.00% | 12.00% | |||||||
Assets | |||||||||
Cash and cash equivalents | $ 2,311 | $ 1,913 | $ 1,141 | $ 826 | $ 80 | $ 43 | $ 1,700 | ||
Accounts receivable | 569 | 718 | 373 | 445 | |||||
Property, plant and equipment | 18,496 | 18,705 | 136 | 134 | |||||
Other assets, including $3 million and $12 million of current assets | 11 | 16 | |||||||
Total assets | 40,105 | 40,970 | 600 | 638 | |||||
Other current assets | 111 | 143 | 3 | 12 | |||||
Liabilities | |||||||||
Short-term borrowings | 2,143 | 2,136 | 89 | 82 | |||||
Trade accounts payable | 411 | 394 | 1 | 1 | |||||
Other current liabilities | 360 | 353 | 9 | 7 | |||||
Total liabilities | $ 51,593 | $ 51,893 | $ 99 | $ 90 |
Supplementary Financial Information (Nuclear Decommissioning Trust) (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
Dec. 31, 2012
|
Mar. 31, 2013
Debt securities [Member]
|
Dec. 31, 2012
Debt securities [Member]
|
Mar. 31, 2013
Equity securities [Member]
|
Dec. 31, 2012
Equity securities [Member]
|
|||||||||||||
Schedule of Schedule of Decommissioning Fund Investments [Line Items] | |||||||||||||||||||
Debt, Weighted Average Interest Rate | 4.29% | 4.38% | |||||||||||||||||
Decommissioning Fund Investments, Debt securities, average maturity | 10 | 6 | |||||||||||||||||
Cost | $ 499 | [1] | $ 491 | [1] | $ 252 | [1],[2] | $ 246 | [1],[2] | $ 247 | [1],[3] | $ 245 | [1],[3] | |||||||
Unrealized gain | 213 | 177 | 15 | [2] | 16 | [2] | 198 | [3] | 161 | [3] | |||||||||
Unrealized loss | (11) | (14) | (1) | [2] | (1) | [2] | (10) | [3] | (13) | [3] | |||||||||
Fair market value | 701 | 654 | 266 | [2] | 261 | [2] | 435 | [3] | 393 | [3] | |||||||||
Decommissioning Fund Investments, debt maturities, one through five years, fair value | 76 | ||||||||||||||||||
Decommissioning Fund Investments, debt maturities, five through ten years, fair value | 64 | ||||||||||||||||||
Decommissioning Fund Investments, debt maturities, after ten years, fair value | 126 | ||||||||||||||||||
Realized gains | 0 | 0 | |||||||||||||||||
Realized losses | 0 | 0 | |||||||||||||||||
Proceeds from sales of securities | 41 | 10 | |||||||||||||||||
Investments in securities | $ (45) | $ (14) | |||||||||||||||||
|
Short-Term Borrowings And Long-Term Debt (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2013
|
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Debt and Capital Lease Obligations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Line of Credit Facilities | Credit facilities and related cash borrowings at March 31, 2013 are presented below. Available letter of credit capacity totaled $212 million at March 31, 2013 as discussed below. The facilities are all senior secured facilities of TCEH.
___________
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Long-term Debt Instruments | Long-Term Debt At March 31, 2013 and December 31, 2012, long-term debt consisted of the following:
___________
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Interest Rate Derivatives | As reflected in the table below, at March 31, 2013, TCEH has entered into the following series of interest rate swap transactions that effectively fix the interest rates at between 5.5% and 9.3%.
___________
The interest rate swaps have resulted in net losses reported in interest expense and related charges as follows:
|
Commitments And Contingencies (Narrative) (Details) (USD $)
In Millions, unless otherwise specified |
1 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
Texas Competitive Electric Holdings Company LLC [Member]
|
Mar. 31, 2013
Texas Competitive Electric Holdings Company LLC [Member]
Debt obligation expiring in 2014 [Member]
|
Mar. 31, 2013
Financial Standby Letter of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
|
Mar. 31, 2013
Financial Standby Letter of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Support risk management and trading margin requirements, including over-the-counter hedging transactions and collateral postings with ERCOT [Member]
|
Mar. 31, 2013
Financial Standby Letter of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Support floating rate pollution control revenue bond debt [Member]
|
Mar. 31, 2013
Financial Standby Letter of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Support Retail Electric Provider's financial requirements with the PUCT [Member]
|
Mar. 31, 2013
Financial Standby Letter of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Miscellaneous credit support requirements [Member]
|
Mar. 31, 2013
TXU Gas Company [Member]
Indemnification Agreement [Member]
|
Mar. 31, 2013
Liability related to assets retained by TXU Gas Company, including certain inactive gas plant sites not acquired by Atmos [Member]
TXU Gas Company [Member]
Indemnification Agreement [Member]
|
Mar. 31, 2013
Contingent liabilities associated with preclosing tax and employee related matters [Member]
TXU Gas Company [Member]
Indemnification Agreement [Member]
|
Feb. 29, 2012
CSAPR [Member]
|
|
Commitments and Contingencies [Line Items] | |||||||||||
Maximum exposure, undiscounted | $ 1,900 | $ 500 | $ 1,400 | ||||||||
Letters of Credit | 0 | 735 | 330 | 208 | 65 | 132 | |||||
Long-term debt, gross | $ 204 | ||||||||||
Emissions budget generation assets lower sulfur dioxide requirements (as a percent) | 6.00% | ||||||||||
Emissions budget generation assets higher annual nitrogen oxides requirements (as a percent) | 3.00% | ||||||||||
Emissions budget generation assets higher seasonal nitrogen oxides requirements (as a percent) | 2.00% |
Supplementary Financial Information (Supplemental Cash Flow Information) (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|||||||
Cash payments (receipts) related to: | ||||||||
Interest paid | $ 731 | [1] | $ 546 | [1] | ||||
Capitalized interest | (7) | (9) | ||||||
Interest paid (net of capitalized interest) | 724 | 537 | ||||||
Income taxes | 0 | 1 | ||||||
Noncash investing and financing activities: | ||||||||
Construction expenditures | 57 | [2] | 86 | [2] | ||||
Debt exchange and extension transactions (Note 5) | $ (326) | $ 0 | ||||||
|
Goodwill And Identifiable Intangible Assets (Goodwill) (Details) (USD $)
In Millions, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Goodwill [Line Items] | ||
Balance, goodwill | $ 4,952 | $ 4,952 |
Competitive Electric [Member]
|
||
Goodwill [Line Items] | ||
Goodwill before impairment charges | 18,342 | 18,342 |
Accumulated impairment charges | (13,390) | (13,390) |
Balance, goodwill | $ 4,952 | $ 4,952 |
Equity (Changes to Equity) (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
Mar. 31, 2013
Common Stock [Member]
|
Dec. 31, 2012
Common Stock [Member]
|
Mar. 31, 2012
Common Stock [Member]
|
Dec. 31, 2011
Common Stock [Member]
|
Mar. 31, 2013
Additional Paid-in Capital [Member]
|
Mar. 31, 2012
Additional Paid-in Capital [Member]
|
Mar. 31, 2013
Retained Earnings [Member]
|
Mar. 31, 2012
Retained Earnings [Member]
|
Mar. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Member]
|
Mar. 31, 2012
Accumulated Other Comprehensive Income (Loss) [Member]
|
Mar. 31, 2013
Noncontrolling Interest [Member]
|
Mar. 31, 2012
Noncontrolling Interest [Member]
|
|||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||||||||
Beginning balance | $ (10,923) | $ (7,757) | $ 2 | [1] | $ 2 | [1] | $ 2 | [2] | $ 2 | [2] | $ 7,959 | $ 7,947 | $ (18,939) | $ (15,579) | $ (47) | $ (222) | $ 102 | $ 95 | ||||||||||
Net loss | (569) | (304) | (569) | (304) | ||||||||||||||||||||||||
Effects of stock-based incentive compensation plans | 2 | 4 | 2 | 4 | ||||||||||||||||||||||||
Change in unrecognized losses related to pension and OPEB plans (Note 10) | (2) | 4 | (2) | 4 | ||||||||||||||||||||||||
Net effects of cash flow hedges | 2 | 3 | 2 | 3 | ||||||||||||||||||||||||
Net effects of cash flow hedges – Oncor | 1 | [3] | 1 | [3] | 1 | [3] | 1 | [3] | ||||||||||||||||||||
Investment by noncontrolling interests | 1 | 2 | 1 | 2 | ||||||||||||||||||||||||
Other | (1) | (1) | ||||||||||||||||||||||||||
Ending balance | $ (11,488) | $ (8,048) | $ 2 | [1] | $ 2 | [1] | $ 2 | [2] | $ 2 | [2] | $ 7,961 | $ 7,951 | $ (19,508) | $ (15,884) | $ (46) | $ (214) | $ 103 | $ 97 | ||||||||||
|
Supplementary Financial Information (Other Income and Deductions) (Details) (USD $)
In Millions, unless otherwise specified |
3 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
|
Mar. 31, 2012
|
|||||||
Other income: | ||||||||
Other income (Note 13) | $ 8 | $ 7 | ||||||
Other deductions: | ||||||||
Other Nonoperating Expense | 3 | 6 | ||||||
Ongoing pension and Other Post-Employment Benefits expense related to discontinued businesses [Member]
|
||||||||
Other deductions: | ||||||||
Other Nonoperating Expense | (1) | [1] | 3 | [1] | ||||
Other Expense [Member]
|
||||||||
Other deductions: | ||||||||
Other Nonoperating Expense | 4 | 3 | ||||||
Office space rental income [Member]
|
||||||||
Other income: | ||||||||
Other income (Note 13) | 3 | [1] | 3 | [1] | ||||
Insurance And Litigation Settlements [Member]
|
||||||||
Other income: | ||||||||
Other income (Note 13) | 2 | [2] | 2 | [2] | ||||
Other income [Member]
|
||||||||
Other income: | ||||||||
Other income (Note 13) | $ 3 | $ 2 | ||||||
|
Commodity And Other Derivative Contractual Assets And Liabilities (Credit Risk-Related Contingent Features of Derivatives) (Details) (USD $)
In Millions, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Credit Derivatives [Line Items] | ||
Derivative, Net Liability Position, Aggregate Fair Value | $ 2,210 | $ 2,357 |
Credit risk derivative with contingent feature [Member]
|
||
Credit Derivatives [Line Items] | ||
Derivative, Net Liability Position, Aggregate Fair Value | 112 | 58 |
Liquidity exposure associated with liabilities reduced by cash and letter of credit postings with the counterparties | 31 | 12 |
Assets Needed for Immediate Settlement, Aggregate Fair Value | 0 | 0 |
Cross-default credit derivative [Member]
|
||
Credit Derivatives [Line Items] | ||
Derivative, Net Liability Position, Aggregate Fair Value | 2,098 | 2,299 |
Assets Needed for Immediate Settlement, Aggregate Fair Value | $ 1,252 | $ 1,141 |
Short-Term Borrowings And Long-Term Debt (Information Regarding Other Significant Outstanding Debt) (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2013
Consolidation, Eliminations [Member]
|
Dec. 31, 2012
Consolidation, Eliminations [Member]
|
Mar. 31, 2013
Texas Competitive Electric Holdings Company LLC [Member]
|
Dec. 31, 2012
Energy Future Competitive Holdings Company [Member]
|
Mar. 31, 2013
Senior Secured Debt [Member]
Energy Future Intermediate Holding CO LLC [Member]
6.875% Senior Secured First Lien Notes due August 15, 2017 [Member]
|
Dec. 31, 2012
Senior Secured Debt [Member]
Energy Future Intermediate Holding CO LLC [Member]
6.875% Senior Secured First Lien Notes due August 15, 2017 [Member]
|
Mar. 31, 2013
Senior Secured Debt [Member]
Energy Future Intermediate Holding CO LLC [Member]
10% Fixed Senior Secured First Lien Notes due December 1, 2020 [Member]
|
Dec. 31, 2012
Senior Secured Debt [Member]
Energy Future Intermediate Holding CO LLC [Member]
10% Fixed Senior Secured First Lien Notes due December 1, 2020 [Member]
|
Mar. 31, 2013
Senior Secured Debt [Member]
Energy Future Intermediate Holding CO LLC [Member]
11% Fixed Senior Secured Second Lien Notes due October 1, 2021 [Member]
|
Dec. 31, 2012
Senior Secured Debt [Member]
Energy Future Intermediate Holding CO LLC [Member]
11% Fixed Senior Secured Second Lien Notes due October 1, 2021 [Member]
|
Mar. 31, 2013
Senior Secured Debt [Member]
Energy Future Intermediate Holding CO LLC [Member]
11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 [Member]
|
Dec. 31, 2012
Senior Secured Debt [Member]
Energy Future Intermediate Holding CO LLC [Member]
11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 [Member]
|
Mar. 31, 2013
Senior Secured Debt [Member]
Texas Competitive Electric Holdings Company LLC [Member]
|
Mar. 31, 2013
Senior Secured Debt [Member]
Texas Competitive Electric Holdings Company LLC [Member]
11.5% Fixed Senior Secured Notes due October 1, 2020 [Member]
|
Dec. 31, 2012
Senior Secured Debt [Member]
Texas Competitive Electric Holdings Company LLC [Member]
11.5% Fixed Senior Secured Notes due October 1, 2020 [Member]
|
Mar. 31, 2013
Senior Notes [Member]
Energy Future Intermediate Holding CO LLC [Member]
11.25%/ 12.25% Senior Toggle Notes due December 1, 2018 [Member]
|
Dec. 31, 2012
Senior Notes [Member]
Energy Future Intermediate Holding CO LLC [Member]
11.25%/ 12.25% Senior Toggle Notes due December 1, 2018 [Member]
|
Mar. 31, 2013
Senior Notes [Member]
EFH Corp. [Member]
|
Dec. 31, 2012
Senior Notes [Member]
Texas Competitive Electric Holdings Company LLC [Member]
|
Mar. 31, 2013
Senior Notes [Member]
Texas Competitive Electric Holdings Company LLC [Member]
|
Mar. 31, 2013
Senior Notes [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Consolidation, Eliminations [Member]
Financial guarantee [Member]
|
Mar. 31, 2013
Senior Notes [Member]
Texas Competitive Electric Holdings Company LLC [Member]
10.25% Fixed Senior Notes due November 1, 2015 [Member]
|
Dec. 31, 2012
Senior Notes [Member]
Texas Competitive Electric Holdings Company LLC [Member]
10.25% Fixed Senior Notes due November 1, 2015 [Member]
|
Mar. 31, 2013
Senior Notes [Member]
Texas Competitive Electric Holdings Company LLC [Member]
10.25% Fixed Senior Notes due November 1, 2015 [Member]
Consolidation, Eliminations [Member]
|
Dec. 31, 2012
Senior Notes [Member]
Texas Competitive Electric Holdings Company LLC [Member]
10.25% Fixed Senior Notes due November 1, 2015 [Member]
Consolidation, Eliminations [Member]
|
Mar. 31, 2013
Senior Notes [Member]
Texas Competitive Electric Holdings Company LLC [Member]
10.50 / 11.25% Senior Toggle Notes due November 1, 2016 [Member]
|
Dec. 31, 2012
Senior Notes [Member]
Texas Competitive Electric Holdings Company LLC [Member]
10.50 / 11.25% Senior Toggle Notes due November 1, 2016 [Member]
|
Mar. 31, 2013
Senior Notes [Member]
Interest Payment Due on June 1, 2013 [Member]
Energy Future Intermediate Holding CO LLC [Member]
11.25%/ 12.25% Senior Toggle Notes due December 1, 2018 [Member]
|
Dec. 31, 2012
Senior Notes [Member]
Until June 1, 2016 [Member]
Energy Future Intermediate Holding CO LLC [Member]
11.25%/ 12.25% Senior Toggle Notes due December 1, 2018 [Member]
|
Mar. 31, 2013
Line of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
|
Mar. 31, 2013
Line of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
TCEH Term Loan Facilities maturing October 10, 2014 [Member]
|
Dec. 31, 2012
Line of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
TCEH Term Loan Facilities maturing October 10, 2014 [Member]
|
Mar. 31, 2013
Line of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Term Loan Facilities maturing October 10, 2017 [Member]
|
Dec. 31, 2012
Line of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Term Loan Facilities maturing October 10, 2017 [Member]
|
Mar. 31, 2013
Line of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Term Loan Facilities maturing October 10, 2017 [Member]
Consolidation, Eliminations [Member]
|
Dec. 31, 2012
Line of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Term Loan Facilities maturing October 10, 2017 [Member]
Consolidation, Eliminations [Member]
|
Mar. 31, 2013
Letter of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Letter of Credit Facility maturing October 10, 2014 [Member]
|
Dec. 31, 2012
Letter of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Letter of Credit Facility maturing October 10, 2014 [Member]
|
Mar. 31, 2013
Letter of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
TCEH Letter of Credit Facility maturing October 10, 2017 [Member]
|
Dec. 31, 2012
Letter of Credit [Member]
Texas Competitive Electric Holdings Company LLC [Member]
TCEH Letter of Credit Facility maturing October 10, 2017 [Member]
|
Jan. 31, 2013
Revolving Credit Facility [Member]
Texas Competitive Electric Holdings Company LLC [Member]
|
Jan. 31, 2013
Revolving Credit Facility [Member]
Texas Competitive Electric Holdings Company LLC [Member]
Revolving Credit Facility maturing October 2013 Extended to October 2016 [Member]
|
|||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Registration Default, if not filed and declared effective after original issue date, variable interest rate increase for first ninety days | 0.25% | 0.25% | 0.25% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt instrument registration default if not filed and declared effective after original issue date, incremental variable interest rate increase after first ninety day period | 0.25% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Registration Default, if not filed and declared effective after original issue date, total variable interest rate increase after first ninety day period | 0.50% | 0.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Springing maturity provision, remaining outstanding days prior to maturity | 91 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,116 | $ 2,054 | [1] | $ 645 | [1] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Springing maturity provision pursuant if in the event that aggregate principal amount to the extent held at the determination date, Exceeds Minimum | 500 | 150 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term debt, gross | $ 1,664 | $ 6,759 | $ 503 | $ 503 | $ 3,482 | $ 2,180 | $ 406 | $ 406 | $ 1,750 | $ 1,750 | $ 1,571 | $ 1,750 | $ 1,750 | $ 1,393 | $ 1,304 | $ 60 | $ 4,874 | $ 363 | $ 1,833 | [2] | $ 1,833 | [2] | $ 213 | $ 213 | $ 1,749 | $ 1,749 | $ 22,616 | $ 3,809 | [3],[4] | $ 3,809 | [3],[4] | $ 15,691 | [2],[3],[4] | $ 15,351 | [2],[3],[4] | $ 19 | $ 19 | $ 42 | [3] | $ 42 | [3] | $ 1,020 | [3] | $ 1,020 | [3] | |||||||||||||||||
Basis Spread on LIBOR Rate (as a percent) | 3.50% | 4.50% | 3.50% | 4.50% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ownership interest (as a percent) | 100.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total debt to Adjusted EBITDA ratio at Determination Date | 6 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Springing maturity provision, remaining outstanding days prior to maturity automatic extention if Adjusted EBITDA ratio at determination date | 90 days | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Registration Default, if not filed and declared effective after original issue date, days | 365 days | 365 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Registration Default, if not filed and declared effective after original issue date, first quarter annual interest rate | 90 days | 90 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Options to Pay Interest, Percentage Allowed in Cash | 50.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Options to Pay Interest, Percentage Allowed in PIK Interest | 50.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Percentage of PIK Interest Payments | 100.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Variable Interest Entities
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2013
|
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Consolidation Of Variable Interest Entities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Variable Interest Entities | VARIABLE INTEREST ENTITIES A variable interest entity (VIE) is an entity with which we have a relationship or arrangement that indicates some level of control over the entity or results in economic risks to us. Accounting standards require consolidation of a VIE if we have (a) the power to direct the significant activities of the VIE and (b) the right or obligation to absorb profit and loss from the VIE (primary beneficiary). In determining the appropriateness of consolidation of a VIE, we evaluate its purpose, governance structure, decision making processes and risks that are passed on to its interest holders. We also examine the nature of any related party relationships among the interest holders of the VIE and the nature of any special rights granted to the interest holders of the VIE. As discussed below, our balance sheet includes assets and liabilities of VIEs that meet the consolidation standards. Oncor Holdings, an indirect wholly-owned subsidiary of EFH Corp. that holds an approximate 80% interest in Oncor, is not consolidated in EFH Corp.'s financial statements, and instead is accounted for as an equity method investment, because the structural and operational "ring-fencing" measures discussed in Note 1 prevent us from having power to direct the significant activities of Oncor Holdings or Oncor. In accordance with accounting standards, we account for our investment in Oncor Holdings under the equity method, as opposed to the cost method, based on our level of influence over its activities. The maximum exposure to loss from our interests in VIEs does not exceed our carrying value. See below for additional information about our equity method investment in Oncor Holdings. There are no other material investments accounted for under the equity or cost method. Consolidated VIEs See discussion in Note 4 regarding the VIE related to our accounts receivable securitization program that is consolidated under the accounting standards. We also consolidate Comanche Peak Nuclear Power Company LLC (CPNPC), which was formed by subsidiaries of TCEH and Mitsubishi Heavy Industries Ltd. (MHI) for the purpose of developing two new nuclear generation units at our existing Comanche Peak nuclear-fueled generation facility using MHI's US-Advanced Pressurized Water Reactor technology and to obtain a combined operating license from the NRC. CPNPC is currently financed through capital contributions from the subsidiaries of TCEH and MHI that hold 88% and 12% of CPNPC's equity interests, respectively (see Note 7). The carrying amounts and classifications of the assets and liabilities related to our consolidated VIEs are as follows:
The assets of our consolidated VIEs can only be used to settle the obligations of the VIE, and the creditors of our consolidated VIEs do not have recourse to our assets to settle the obligations of the VIE. Non-Consolidation of Oncor Holdings Our investment in unconsolidated subsidiary as presented in the balance sheet totaled $5.886 billion and $5.850 billion at March 31, 2013 and December 31, 2012, respectively, and consists almost entirely of our interest in Oncor Holdings (100% owned), which we account for under the equity method as described above. Oncor provides services, principally electricity distribution, to TCEH's retail operations, and the related revenues represented 28% and 29% of Oncor Holdings' consolidated operating revenues for the three months ended March 31, 2013 and 2012, respectively. See Note 11 for discussion of Oncor Holdings' and Oncor's transactions with EFH Corp. and its other subsidiaries. Distributions from Oncor Holdings — Oncor Holdings' distributions of earnings to us totaled $31 million and $36 million for the three months ended March 31, 2013 and 2012, respectively. Distributions may not be paid except to the extent Oncor maintains a required regulatory capital structure, as discussed below. At March 31, 2013, $196 million was eligible to be distributed to Oncor's members after taking into account the regulatory capital structure limit, of which approximately 80% relates to our ownership interest in Oncor. The boards of directors of each of Oncor and Oncor Holdings can withhold distributions to the extent the applicable board determines in good faith that it is necessary to retain such amounts to meet expected future requirements of Oncor and/or Oncor Holdings. Oncor's distributions are limited by its regulatory capital structure, which is required to be at or below the assumed debt-to-equity ratio established periodically by the PUCT for ratemaking purposes, which is currently set at 60% debt to 40% equity. At March 31, 2013, Oncor's regulatory capitalization ratio was 58.6% debt and 41.4% equity. The PUCT has the authority to determine what types of debt and equity are included in a utility's debt-to-equity ratio. For purposes of this ratio, debt is calculated as long-term debt plus unamortized gains on reacquired debt less unamortized issuance expenses, premiums and losses on reacquired debt. The debt calculation excludes bonds issued by Oncor Electric Delivery Transition Bond Company, which were issued in 2003 and 2004 to recover specific generation-related regulatory asset stranded and other qualified costs. Equity is calculated as membership interests determined in accordance with US GAAP, excluding the effects of accounting for the Merger (which included recording the initial goodwill and fair value adjustments and the subsequent related impairments and amortization). In addition to distributions of earnings, under a tax sharing agreement we received income tax payments from Oncor and Oncor Holdings totaling $9 million for the three months ended March 31, 2013. We received no payments from Oncor or Oncor Holdings for the three months ended March 31, 2012 (see Note 11). Oncor Holdings Financial Statements— Condensed statements of consolidated income of Oncor Holdings and its subsidiaries for the three months ended March 31, 2013 and 2012 are presented below:
Assets and liabilities of Oncor Holdings at March 31, 2013 and December 31, 2012 are presented below:
|
Commodity And Other Derivative Contractual Assets And Liabilities (Concentrations of Credit Risk Related to Derivatives) (Details) (Texas Competitive Electric Holdings Company LLC [Member], Credit Risk Contract [Member], USD $)
In Millions, unless otherwise specified |
3 Months Ended |
---|---|
Mar. 31, 2013
|
|
Texas Competitive Electric Holdings Company LLC [Member] | Credit Risk Contract [Member]
|
|
Derivative [Line Items] | |
Total credit risk exposure to all counterparties related to derivative contracts | $ 1,843 |
Net exposure to those counterparties after taking into effect master netting arrangements, setoff provisions and collateral | 227 |
Credit risk exposure to Banking and financial sector percentage | 91.00% |
Net exposure to banking and financial sector percentage | 59.00% |
Largest net exposure to single counterparty | $ 52 |