Derivative Instruments

Types of Derivative Instruments and Volumetric Information

Commodity Instruments — We are exposed to changes in prices for the purchase and sale of power, natural gas and other energy commodities. We use derivatives, which include physical commodity contracts and financial commodity instruments such as OTC and exchange traded swaps, futures, options, forward agreements and instruments that settle on the power price to natural gas price relationships (Heat Rate swaps and options) or instruments that settle on power price relationships between delivery points for the purchase and sale of power and natural gas to attempt to maximize the risk-adjusted returns by economically hedging a portion of the commodity price risk associated with our assets. By entering into these transactions, we are able to economically hedge a portion of our Spark Spread at estimated generation and prevailing price levels.

Interest Rate Swaps — A portion of our debt is indexed to base rates, primarily LIBOR. We have historically used interest rate swaps to adjust the mix between fixed and floating rate debt to hedge our interest rate risk for potential adverse changes in interest rates. As of June 30, 2012, the maximum length of time over which we were hedging using interest rate derivative instruments designated as cash flow hedges was 11 years.

As of June 30, 2012 and December 31, 2011, the net forward notional buy (sell) position of our outstanding commodity and interest rate swap contracts that did not qualify under the normal purchase normal sale exemption were as follows (in millions):



Derivative Instruments	Notional Amounts
Derivative Instruments	June 30, 2012			December 31, 2011
Power (MWh)	(21		)	(21		)
Natural gas (MMBtu)	(68		)	(200		)
Interest rate swaps⁽¹⁾	$	1,592		$	5,639

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(1)	Approximately $4.1 billion at December 31, 2011 was related to hedges of our First Lien Credit Facility's variable rate debt that was converted to fixed rate debt. On March 26, 2012, we terminated the interest rate swaps formerly hedging our First Lien Credit Facility.

Certain of our derivative instruments contain credit risk-related contingent provisions that require us to maintain collateral balances consistent with our credit ratings. If our credit rating were to be downgraded, it could require us to post additional collateral or could potentially allow our counterparty to request immediate, full settlement on certain derivative instruments in liability positions. Currently, we do not believe that it is probable that any additional collateral posted as a result of a one credit notch downgrade from its current level would be material. The aggregate fair value of our derivative liabilities with credit risk-related contingent provisions as of June 30, 2012, was $339 million for which we have posted collateral of $244 million by posting margin deposits or granting additional first priority liens on the assets currently subject to first priority liens under our First Lien Notes, Corporate Revolving Facility and First Lien Term Loans. However, if our credit rating were downgraded by one notch from its current level, we estimate that additional collateral of $5 million would be required and that no counterparty could request immediate, full settlement.

Accounting for Derivative Instruments

We recognize all derivative instruments that qualify for derivative accounting treatment as either assets or liabilities and measure those instruments at fair value unless they qualify for, and we elect, the normal purchase normal sale exemption. For transactions in which we elect the normal purchase normal sale exemption, gains and losses are not reflected on our Consolidated Condensed Statements of Operations until the period of delivery. In order to simplify our reporting, we elected to discontinue the application of hedge accounting treatment during the first quarter of 2012 for all commodity derivatives, including the remaining commodity derivatives previously accounted for as cash flow hedges. Accordingly, prospective changes in fair value from the date of this election will be reflected in earnings and could create more volatility in our earnings. The fair value of our commodity derivative instruments residing in AOCI during the previous application of hedge accounting will be reclassified to earnings in future periods as the related economic transactions affect earnings or if the forecasted transaction becomes probable of not occurring. Revenues and fuel costs derived from instruments that qualify for hedge accounting or represent an economic hedge are recorded in the same financial statement line item as the item being hedged. Hedge accounting requires us to formally document, designate and assess the effectiveness of transactions that receive hedge accounting. We present the cash flows from our derivatives in the same category as the item being hedged (or economically hedged) within operating activities or investing activities (in the case of settlements for our interest rate swaps formerly hedging our First Lien Credit Facility term loans) on our Consolidated Condensed Statements of Cash Flows unless they contain an other-than-insignificant financing element in which case their cash flows are classified within financing activities.

Cash Flow Hedges — We report the effective portion of the unrealized gain or loss on a derivative instrument designated and qualifying as a cash flow hedging instrument as a component of OCI and reclassify such gains and losses into earnings in the same period during which the hedged forecasted transaction affects earnings. Gains and losses due to ineffectiveness on hedging instruments are recognized currently in earnings as a component of operating revenues (for power contracts and swaps), fuel and purchased energy expense (for natural gas contracts and swaps) and interest expense (for interest rate swaps except as discussed below). If it is determined that the forecasted transaction is no longer probable of occurring, then hedge accounting will be discontinued prospectively and future changes in fair value are recorded in earnings. If the hedging instrument is terminated or de-designated prior to the occurrence of the hedged forecasted transaction, the net accumulated gain or loss associated with the changes in fair value of the hedge instrument remains deferred in AOCI until such time as the forecasted transaction impacts earnings or until it is determined that the forecasted transaction is probable of not occurring.

Derivatives Not Designated as Hedging Instruments — We enter into power, natural gas and interest rate transactions that primarily act as economic hedges to our asset and interest rate portfolio, but either do not qualify as hedges under the hedge accounting guidelines or qualify under the hedge accounting guidelines and the hedge accounting designation has not been elected. Changes in fair value of derivatives not designated as hedging instruments are recognized currently in earnings as a component of operating revenues (for power contracts and Heat Rate swaps and options), fuel and purchased energy expense (for natural gas contracts, swaps and options) and interest expense (for interest rate swaps except as discussed below).

Interest Rate Swaps Formerly Hedging our First Lien Credit Facility — In January 2011, we repaid approximately $1.2 billion of our First Lien Credit Facility term loans which had approximately $1.0 billion notional amount of interest rate swaps hedging the scheduled variable interest payments. With the repayment of these First Lien Credit Facility term loans, unrealized losses of approximately $91 million in AOCI related to the interest rate swaps formerly hedging the First Lien Credit Facility, were reclassified out of AOCI and into earnings as an additional loss on interest rate derivatives during the first quarter of 2011. We have presented the reclassification of unrealized losses from AOCI into earnings and the changes in fair value and settlements subsequent to the reclassification date of the interest rate swaps formerly hedging our First Lien Credit Facility described above separate from interest expense as loss on interest rate derivatives on our Consolidated Condensed Statements of Operations. On March 26, 2012, we terminated the legacy interest rate swaps formerly hedging our First Lien Credit Facility and paid the fair value of the swaps totaling approximately $156 million. Approximately $14 million of the settlement amount was recorded as a component of loss on interest rate derivatives on our Consolidated Condensed Statements of Operations for the six months ended June 30, 2012 and approximately $142 million reflected the realization of losses recorded in prior periods.

Derivatives Included on Our Consolidated Condensed Balance Sheet

The following tables present the fair values of our net derivative instruments recorded on our Consolidated Condensed Balance Sheets by location and hedge type at June 30, 2012 and December 31, 2011 (in millions):



	June 30, 2012
	Interest Rate Swaps			Commodity Instruments			Total Derivative Instruments
Balance Sheet Presentation
Current derivative assets	$	—		$	1,049		$	1,049
Long-term derivative assets	6			152			158
Total derivative assets	$	6		$	1,201		$	1,207

Current derivative liabilities	$	31		$	1,212		$	1,243
Long-term derivative liabilities	166			110			276
Total derivative liabilities	$	197		$	1,322		$	1,519
Net derivative assets (liabilities)	$	(191	)	$	(121	)	$	(312	)



	December 31, 2011
	Interest Rate Swaps			Commodity Instruments		Total Derivative Instruments
Balance Sheet Presentation
Current derivative assets	$	—		$	1,051	$	1,051
Long-term derivative assets	10			103		113
Total derivative assets	$	10		$	1,154	$	1,164

Current derivative liabilities	$	166		$	978	$	1,144
Long-term derivative liabilities	154			125		279
Total derivative liabilities	$	320		$	1,103	$	1,423
Net derivative assets (liabilities)	$	(310	)	$	51	$	(259	)



	June 30, 2012				December 31, 2011
	Fair Value of Derivative Assets		Fair Value of Derivative Liabilities		Fair Value of Derivative Assets		Fair Value of Derivative Liabilities
Derivatives designated as cash flow hedging instruments⁽¹⁾:
Interest rate swaps	$	6	$	176	$	10	$	149
Commodity instruments	28		4		51		18
Total derivatives designated as cash flow hedging instruments	$	34	$	180	$	61	$	167

Derivatives not designated as hedging instruments:
Interest rate swaps	$	—	$	21	$	—	$	171
Commodity instruments	1,173		1,318		1,103		1,085
Total derivatives not designated as hedging instruments	$	1,173	$	1,339	$	1,103	$	1,256
Total derivatives	$	1,207	$	1,519	$	1,164	$	1,423

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(1)	Includes accumulated fair value of derivative instruments as of the date hedge accounting was discontinued, net of amortized fair value for settlement periods which have transpired.

Derivatives Included on Our Consolidated Condensed Statements of Operations

Changes in the fair values of our derivative instruments (both assets and liabilities) are reflected either in cash for option premiums paid or collected, in OCI, net of tax, for the effective portion of derivative instruments which qualify for and we have elected cash flow hedge accounting treatment, or on our Consolidated Condensed Statements of Operations as a component of mark-to-market activity within our earnings.

The following tables detail the components of our total mark-to-market activity for both the net realized gain (loss) and the net unrealized gain (loss) recognized from our derivative instruments in earnings and where these components were recorded on our Consolidated Condensed Statements of Operations for the periods indicated (in millions):



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Realized gain (loss)
Interest rate swaps	$	—		$	(60	)	$	(157	)	$	(106	)
Commodity derivative instruments	94			42			212			52
Total realized gain (loss)	$	94		$	(18	)	$	55		$	(54	)

Unrealized gain (loss)⁽¹⁾
Interest rate swaps	$	3		$	24		$	149		$	(38	)
Commodity derivative instruments	(346		)	26			(268		)	(39		)
Total unrealized gain (loss)	$	(343	)	$	50		$	(119	)	$	(77	)
Total mark-to-market activity, net	$	(249	)	$	32		$	(64	)	$	(131	)

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(1)	In addition to changes in market value on derivatives not designated as hedges, changes in unrealized gain (loss) also includes de-designation of interest rate swap cash flow hedges and related reclassification from AOCI into income, hedge ineffectiveness and adjustments to reflect changes in credit default risk exposure.



	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Realized and unrealized gain (loss)
Power contracts included in operating revenues	$	(272	)	$	48		$	(180	)	$	(9	)
Natural gas contracts included in fuel and purchased energy expense	20			20			124			22
Interest rate swaps included in interest expense	3			1			6			2
Loss on interest rate derivatives	—			(37		)	(14		)	(146		)
Total mark-to-market activity, net	$	(249	)	$	32		$	(64	)	$	(131	)

Derivatives Included in OCI and AOCI

The following table details the effect of our net derivative instruments that qualified for hedge accounting treatment and are included in OCI and AOCI for the periods indicated (in millions):



	Three Months Ended June 30,
	Gain (Loss) Recognized in OCI (Effective Portion)						Gain (Loss) Reclassified from AOCI into Income (Effective Portion)⁽¹⁾								Gain (Loss) Reclassified from AOCI into Income (Ineffective Portion)
	2012			2011			2012				2011				2012		2011
Interest rate swaps	$	(35	)	$	(9	)	$	(8	)	⁽²⁾	$	(22	)	⁽²⁾	$	—	$	(1	)
Commodity derivative instruments	(13		)	(39		)	12			⁽³⁾	53			⁽³⁾	—		1
Total	$	(48	)	$	(48	)	$	4			$	31			$	—	$	—



	Six Months Ended June 30,
	Gain (Loss) Recognized in OCI (Effective Portion)						Gain (Loss) Reclassified from AOCI into Income (Effective Portion)⁽¹⁾								Gain (Loss) Reclassified from AOCI into Income (Ineffective Portion)
	2012			2011			2012				2011				2012		2011
Interest rate swaps	$	(34	)	$	94		$	(15	)	⁽⁴⁾	$	(123	)	⁽⁴⁾	$	—	$	(1	)
Commodity derivative instruments	(14		)	(36		)	29			⁽³⁾	79			⁽³⁾	2		1
Total	$	(48	)	$	58		$	14			$	(44	)		$	2	$	—

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(1)	Cumulative cash flow hedge losses, net of tax, remaining in AOCI were $216 million and $172 million at June 30, 2012 and December 31, 2011, respectively.


(2)	Reclassification of losses from OCI to earnings consisted of $8 million and $7 million from the reclassification of interest rate contracts due to settlement for the three months ended June 30, 2012 and 2011, respectively, and $15 million in losses from terminated interest rate contracts due to repayment of project debt in June 2011 for the three months ended June 30, 2011.


(3)	Included in operating revenues and fuel and purchased energy expense on our Consolidated Condensed Statement of Operations.

(4)

Reclassification of losses from OCI to earnings consisted of $15 million and $17 million from the reclassification of interest rate contracts due to settlement for the six months ended June 30, 2012 and 2011, respectively, $15 million in losses from terminated interest rate contracts due to repayment of project debt in June 2011, and $91 million in losses from existing interest rate contracts reclassified from OCI into earnings due to the refinancing of variable rate First Lien Credit Facility term loans for the six months ended June 30, 2011.

As a result of our election to discontinue hedge accounting treatment for our commodity derivatives accounted for as cash flow hedges, the fair value of our commodity derivative instruments residing in AOCI will be reclassified to earnings over the next six months as the related hedged transactions affect earnings. We estimate that pre-tax net losses of $6 million (comprised of amounts related to interest rate swaps and the commodity hedges previously discussed) would be reclassified from AOCI into earnings during the next 12 months as the hedged transactions settle; however, the actual amounts that will be reclassified will likely vary based on changes in interest rates. Therefore, we are unable to predict what the actual reclassification from AOCI into earnings (positive or negative) will be for the next 12 months.