Debt (Tables)

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Our debt at December 31, 2012 and 2011, was as follows (in millions):

	2012		2011
First Lien Notes(1)	$	5,303	$	5,892
First Lien Term Loans(1)	2,463		1,646
Project financing, notes payable and other(1)	1,789		1,691
CCFC Notes	978		972
Capital lease obligations	217		224
Total debt	10,750		10,425
Less: Current maturities	115		104
Debt, net of current portion	$	10,635	$	10,321

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(1) During the fourth quarter of 2012, we redeemed 10% of the aggregate principal amount of our First Lien Notes and repaid project debt with proceeds received from the issuance of our 2019 First Lien Term Loan.

Schedule of Maturities of Long-term Debt

Contractual annual principal repayments or maturities of debt instruments as of December 31, 2012, are as follows (in millions):

2013	$	115
2014	188
2015	153
2016	1,162
2017	1,597
Thereafter	7,580
Total debt	10,795
Less: Discount	45
Total	$	10,750

First Lien Notes

Our First Lien Notes are summarized in the table below (in millions, except for interest rates):

	Outstanding at December 31,				Weighted Average Effective Interest Rates(1)
	2012		2011		2012		2011
2017 First Lien Notes	$	1,080	$	1,200	7.5	%	7.5	%
2019 First Lien Notes	360		400		8.2		8.2
2020 First Lien Notes	983		1,092		8.1		8.1
2021 First Lien Notes	1,800		2,000		7.7		7.7
2023 First Lien Notes	1,080		1,200		8.0		8.0
Total First Lien Notes	$	5,303	$	5,892

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(1) Our weighted average interest rate calculation includes the amortization of deferred financing costs and debt discount.

First Lien Term Loans

The 2019 First Lien Term Loan carries substantially the same terms as the 2018 First Lien Term Loans and matures on October 9, 2019. The 2019 First Lien Term Loan also contains substantially similar covenants, qualifications, exceptions and limitations as the 2018 First Lien Term Loans and First Lien Notes. We recorded debt extinguishment costs of approximately $18 million associated with the redemption premium, the write-off of unamortized deferred financing costs and debt premium and discount during the fourth quarter of 2012.

	Outstanding at December 31,				Weighted Average Effective Interest Rates(1)
	2012		2011		2012		2011
2018 First Lien Term Loans	$	1,630	$	1,646	4.7	%	4.7	%
2019 First Lien Term Loan	833		—		4.7		—
Total First Lien Term Loans	$	2,463	$	1,646

____________

(1) Our weighted average interest rate calculation includes the amortization of deferred financing costs and debt discount.

Project Financing Notes Payable and Other

The components of our project financing, notes payable and other are (in millions, except for interest rates):

	Outstanding at December 31,				Weighted Average Effective Interest Rates(1)
	2012		2011		2012		2011
Russell City Project Debt due 2023	$	507	$	244	3.6	%	4.1	%
Steamboat due 2017	428		437		6.8		6.6
OMEC due 2019	345		355		6.8		6.8
Los Esteros Project Debt due 2023	209		83		3.5		3.8
Pasadena(2)	160		185		8.9		8.8
Bethpage Energy Center 3 due 2020-2025(3)	93		98		7.0		7.0
Gilroy note payable due 2014	33		49		10.8		10.6
Calpine BRSP due 2014(4)	—		232		—		5.7
Other	14		8		—		—
Total	$	1,789	$	1,691

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(1) Our weighted average interest rate calculation includes the amortization of deferred financing costs and debt discount or premium.

(2) Represents a sale-leaseback transaction that is accounted for as financing transaction under U.S. GAAP.

(3) Represents a weighted average of first and second lien loans for the weighted average effective interest rates.

(4) During the fourth quarter of 2012, we repaid the Calpine BRSP project debt with proceeds received from the issuance of our 2019 First Lien Term Loan.

Schedule of Future Minimum Lease Payments for Capital Leases

The following is a schedule by year of future minimum lease payments under capital leases and failed sale-leaseback transactions together with the present value of the net minimum lease payments as of December 31, 2012 (in millions):

	Sale-Leaseback Transactions(1)		Capital Lease		Total
2013	$	37	$	42	$	79
2014	25		43		68
2015	25		38		63
2016	25		41		66
2017	17		38		55
Thereafter	127		161		288
Total minimum lease payments	256		363		619
Less: Amount representing interest	96		146		242
Present value of net minimum lease payments	$	160	$	217	$	377

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(1) Amounts are accounted for as financing transactions under U.S. GAAP and are included in our project financing, notes payable and other amounts above.

Schedule of Line of Credit Facilities

The table below represents amounts issued under our letter of credit facilities at December 31, 2012 and 2011 (in millions):

	2012		2011
Corporate Revolving Facility	$	243	$	440
CDHI	253		193
Various project financing facilities	130		130
Total	$	626	$	763

Fair Value, by Balance Sheet Grouping

The following table details the fair values and carrying values of our debt instruments at December 31, 2012 and 2011 (in millions):

	2012				2011
	Fair Value		Carrying Value		Fair Value		Carrying Value
First Lien Notes	$	5,863	$	5,303	$	6,219	$	5,892
First Lien Term Loans	2,489		2,463		1,615		1,646
Project financing, notes payable and other(1)	1,599		1,629		1,467		1,504
CCFC Notes	1,075		978		1,070		972
Total	$	11,026	$	10,373	$	10,371	$	10,014

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(1) Excludes a lease that is accounted for as a failed sale-leaseback transaction under U.S. GAAP.