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Fair Value Measurements

6 Months Ended

Jun. 30, 2011

Note 4. Fair Value Measurements

Recurring Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (referred to as an "exit price"). Fair value of an asset or a liability should consider assumptions that market participants would use in pricing the asset or liability, including assumptions about nonperformance risk. The fair value of derivative assets' nonperformance risk was not material as of June 30, 2011 and December 31, 2010.

EME categorizes financial assets and liabilities into a fair value hierarchy based on valuation inputs used to derive fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The following table sets forth EME's assets and liabilities that were accounted for at fair value by level within the fair value hierarchy:

			June 30, 2011

(in millions)			Level 1		Level 2		Level 3		Netting and Collateral¹			Total

Assets at Fair Value
	Money market funds²		$	674	$	—	$	—	$	—		$	674

	Derivative contracts
		Electricity	$	—	$	44	$	91	$	(33	)	$	102
		Fuel oil		6		—		—		(6	)		—
		Coal		—		1		—		(1	)		—

		Total commodity contracts		6		45		91		(40	)		102

	Total assets		$	680	$	45	$	91	$	(40	)	$	776

Liabilities at Fair Value
	Derivative contracts
		Electricity	$	—	$	9	$	7	$	(9	)	$	7
		Interest rate contracts		—		22		—		—			22

	Total liabilities		$	—	$	31	$	7	$	(9	)	$	29

			December 31, 2010


Assets at Fair Value
	Money market funds²		$	813	$	—	$	—	$	—		$	813

	Derivative contracts
		Electricity	$	—	$	70	$	107	$	(61	)	$	116
		Natural gas		1		—		—		(1	)		—
		Fuel oil		8		—		—		(8	)		—

		Total commodity contracts		9		70		107		(70	)		116

	Total assets		$	822	$	70	$	107	$	(70	)	$	929

Liabilities at Fair Value
	Derivative contracts
		Electricity	$	—	$	12	$	16	$	(21	)	$	7
		Natural gas		—		2		—		—			2
		Coal		—		1		—		(1	)		—

		Total commodity contracts		—		15		16		(22	)		9
		Interest rate contracts		—		16		—		—			16

	Total liabilities		$	—	$	31	$	16	$	(22	)	$	25

¹: Represents cash collateral and the impact of netting across the levels of the fair value hierarchy. Netting among positions classified within the same level is included in that level.
²: Money market funds are included in cash and cash equivalents on EME's consolidated balance sheets.

The following table sets forth a summary of changes in the fair value of assets and liabilities, net categorized as Level 3:

		Three Months Ended June 30,						Six Months Ended June 30,

(in millions)		2011			2010			2011			2010

Fair value, net assets at beginning of period		$	83		$	199		$	91		$	173
Total realized/unrealized gains (losses)
	Included in earnings¹		18			(18	)		18			27
	Included in accumulated other comprehensive income (loss)		(4	)		(2	)		(3	)		4
Purchases			6			5			11			9
Settlements			(19	)		(24	)		(31	)		(52	)
Transfers in or out of Level 3			—			6			(2	)		5

Fair value, net assets at end of period		$	84		$	166		$	84		$	166

Change during the period in unrealized gains (losses) related to assets and liabilities, net held at end of period¹		$	14		$	(2	)	$	8		$	32

¹: Reported in operating revenues on EME's consolidated statements of operations.

EME determines the fair value of transfers in and transfers out of each level at the end of each reporting period. There were no significant transfers between levels during the second quarters and six months ended June 30, 2011 and 2010.

Valuation Techniques used to Determine Fair Value

Level 1

Level 1 includes financial assets and liabilities where unadjusted quoted prices in active markets are available at the measurement date for identical assets and liabilities. Financial assets and liabilities classified as Level 1 include exchange-traded derivatives and money market funds.

Level 2

Level 2 pricing inputs include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the derivative instrument. Financial assets and liabilities utilizing Level 2 inputs include over-the-counter derivatives.

Derivative contracts that are over-the-counter traded are valued using pricing models and are generally classified as Level 2. Inputs to the pricing models include forward published or posted clearing prices from exchanges (New York Mercantile Exchange and Intercontinental Exchange) for similar instruments and discount rates. Forward market prices are developed based on the source that best represents trade activity in each market. Broker quotes or prices from exchanges are used to validate and corroborate the primary source. These price quotations reflect mid-market prices (average of bid and ask) and are obtained from sources believed to provide the most liquid market for the commodity. Broker quotes are incorporated when corroborated with other information which may include a combination of prices from exchanges, other brokers, and comparison to executed trades.

Level 3

Level 3 includes financial assets and liabilities where fair value is determined using techniques that require significant unobservable inputs. Over-the-counter options, bilateral contracts, capacity contracts, qualifying facilities contracts, derivative contracts that trade infrequently (such as congestion revenue rights in the California market, financial transmission rights traded in markets outside California), long-term power agreements, and derivative contracts with counterparties that have significant nonperformance risks are classified as Level 3. In circumstances where EME cannot verify fair value with observable market transactions, it is possible that a different valuation model could produce a materially different estimate of fair value. As markets continue to develop and more pricing information becomes available, EME continues to assess valuation methodologies used to determine fair value.

For derivative contracts that trade infrequently (illiquid financial transmission rights and congestion revenue rights), changes in fair value are based on the hypothetical sale of illiquid positions. Objective criteria are reviewed, including system congestion and other underlying drivers and fair value is adjusted when it is concluded that a change in objective criteria would result in a new valuation that better reflects fair value. For illiquid long-term power agreements, fair value is based upon a discounting of future electricity and natural gas prices derived from a proprietary model using the risk free discount rate for a similar duration contract, adjusted for credit risk and market liquidity. Changes in fair value are based on changes to forward market prices, including forecasted prices for illiquid forward periods. The fair value of the majority of EME's derivatives that are classified as Level 3 is determined using uncorroborated non-binding broker quotes and models that may require EME to extrapolate short-term observable inputs in order to calculate fair value. Broker quotes are obtained from several brokers and compared against each other for reasonableness.

Long-term Debt

The carrying amounts and fair values of EME's long-term debt were as follows:

	June 30, 2011				December 31, 2010

(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value

Long-term debt, including current portion	$	4,537	$	3,886	$	4,390	$	3,670

In assessing the fair value of EME's long-term debt, EME primarily uses quoted market prices, except for floating-rate debt for which the carrying amounts were considered a reasonable estimate of fair value.

The carrying amount of trade receivables, payables and short-term debt approximates fair value.

- Definition

This item represents the complete disclosure regarding the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments, assets, and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the Company is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risk is are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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