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CALPINE CORP

SEC Form 10-Q filed 2010-07-30 for the period ending 2010-06-30

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Selected tables from the SEC filing

Table 0

Financial table in standard format

CALPINE CORPORATION AND SUBSIDIARIES
REPORT ON FORM 10-Q
For the Quarter Ended June30, 2010

INDEX

	Page
Definitions	iii
Forward-Looking Statements	viii
Where You Can Find Other Information	viii

PARTIFINANCIAL INFORMATION

Item1.Financial Statements
Consolidated Condensed Statements of Operations for the Three and Six Months Ended June30, 2010 and 2009	1
Consolidated Condensed Balance Sheets at June30, 2010, and December31, 2009	2
Consolidated Condensed Statements of Cash Flows for the Six Months Ended June30, 2010 and 2009	3
Notes to Consolidated Condensed Financial Statements	4
Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations	33
Introduction and Overview	33
Results of Operations	36
Commodity Margin and Adjusted EBITDA	41
Liquidity and Capital Resources	49
Risk Management and Commodity Accounting	54
New Accounting Standards and Disclosure Requirements	58
Item 3.Quantitative and Qualitative Disclosures About Market Risk	58
Item 4.Controls and Procedures	58

PART IIOTHER INFORMATION

Item 1.Legal Proceedings	60
Item 1A.Risk Factors	60
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 6.Exhibits	62
Signatures	63

CALPINE CORP CIK:916457

Notes to Consolidated Condensed Financial Statements	4
Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations	33
Introduction and Overview	33
Results of Operations	36
Commodity Margin and Adjusted EBITDA	41
Liquidity and Capital Resources	49
Risk Management and Commodity Accounting	54
New Accounting Standards and Disclosure Requirements	58
Item 3.Quantitative and Qualitative Disclosures About Market Risk	58
Item 4.Controls and Procedures	58
PART IIOTHER INFORMATION
Item 1.Legal Proceedings	60
Item 1A.Risk Factors	60
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 6.Exhibits	62
Signatures	63

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Table 1

Financial table in standard format

INDEX
PART IFINANCIAL INFORMATION
Item 1.
Financial Statements
CALPINE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

	ThreeMonthsEndedJune30,						SixMonthsEndedJune30,
	2010			2009			2010			2009
	(in millions, except share and per share amounts)
Operating revenues	$	1,430		$	1,445		$	2,944		$	3,097

Cost of revenue:
Fuel and purchased energy expense		904			922			1,873			1,937
Plant operating expense		213			206			431			449
Depreciation and amortization expense		132			108			265			213
Other cost of revenue		24			20			45			43
Total cost of revenue		1,273			1,256			2,614			2,642
Gross profit		157			189			330			455
Sales, general and other administrative expense		53			48			78			93
(Income) from unconsolidated investments in power plants		(6	)		(23	)		(13	)		(40	)
Other operating expense		2			5			7			9
Income from operations		108			159			258			393
Interest expense		216			203			408			409
Interest (income)		(4	)		(4	)		(6	)		(10	)
Debt extinguishment costs		7			33			7			33
Other (income) expense, net		1			(1	)		6			2
Loss before reorganization items, income taxes and discontinued operations		(112	)		(72	)		(157	)		(41	)
Reorganization items					3						6
Loss before income taxes and discontinued operations		(112	)		(75	)		(157	)		(47	)
Income tax expense		6			15			17			24
Loss before discontinued operations		(118	)		(90	)		(174	)		(71	)
Discontinued operations, net of tax expense		4			11			12			23
Net loss		(114	)		(79	)		(162	)		(48	)
Net (income) loss attributable to the noncontrolling interest		(1	)		1						2
Net loss attributable to Calpine	$	(115	)	$	(78	)	$	(162	)	$	(46	)

Basic and diluted loss per common share attributable to Calpine:
Weighted average shares of common stock outstanding (in thousands)		486,057			485,675			485,989			485,560
Loss before discontinued operations	$	(0.25	)	$	(0.18	)	$	(0.35	)	$	(0.14	)
Discontinued operations, net of tax expense		0.01			0.02			0.02			0.05
Net loss per commonshare basic and diluted	$	(0.24	)	$	(0.16	)	$	(0.33	)	$	(0.09	)

CALPINE CORP CIK:916457

(in millions, except share and per share amounts)
Operating revenues	$1,430	$1,445	$2,944	$3,097
Cost of revenue:
Fuel and purchased energy expense	904	922	1,873	1,937
Plant operating expense	213	206	431	449
Depreciation and amortization expense	132	108	265	213
Other cost of revenue	24	20	45	43
Total cost of revenue	1,273	1,256	2,614	2,642
Gross profit	157	189	330	455
Sales, general and other administrative expense	53	48	78	93
(Income) from unconsolidated investments in power plants	(6)	(23)	(13)	(40)
Other operating expense	2	5	7	9
Income from operations	108	159	258	393
Interest expense	216	203	408	409
Interest (income)	(4)	(4)	(6)	(10)
Debt extinguishment costs	7	33	7	33
Other (income) expense, net	1	(1)	6	2
Loss before reorganization items, income taxes and discontinued operations	(112)	(72)	(157)	(41)
Reorganization items		3		6
Loss before income taxes and discontinued operations	(112)	(75)	(157)	(47)
Income tax expense	6	15	17	24
Loss before discontinued operations	(118)	(90)	(174)	(71)
Discontinued operations, net of tax expense	4	11	12	23
Net loss	(114)	(79)	(162)	(48)
Net (income) loss attributable to the noncontrolling interest	(1)	1		2
Net loss attributable to Calpine	$(115)	$(78)	$(162)	$(46)
Basic and diluted loss per common share attributable to Calpine:
Weighted average shares of common stock outstanding (in thousands)	486,057	485,675	485,989	485,560
Loss before discontinued operations	$(0.25)	$(0.18)	$(0.35)	$(0.14)
Discontinued operations, net of tax expense	0.01	0.02	0.02	0.05
Net loss per commonshare basic and diluted	$(0.24)	$(0.16)	$(0.33)	$(0.09)

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Table 2

Financial table in standard format

INDEX
CALPINE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)

	June30,			December31,
	2010			2009
	(in millions, except
	share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents ($207 and $242 attributable to VIEs. See Note1)	$	971		$	989
Accounts receivable, net of allowance of $2 and $14		679			750
Margin deposits and other prepaid expense		331			490
Restricted cash, current ($267 and $322 attributable to VIEs. See Note1)		298			508
Derivative assets, current		1,240			1,119
Assets held for sale ($548 attributable to VIEs. See Note1)		548
Inventory and other current assets		222			243
Total current assets		4,289			4,099

Property, plant and equipment, net ($5,208 and $5,319 attributable to VIEs. See Note 1)		11,408			11,583
Restricted cash, net of current portion ($40 and $45 attributable to VIEs. See Note 1)		47			54
Investments		89			214
Long-term derivative assets		223			127
Other assets		593			573
Total assets	$	16,649		$	16,650
LIABILITIES&STOCKHOLDERSEQUITY
Current liabilities:
Accounts payable	$	482		$	578
Accrued interest payable		59			54
Debt, current portion ($575 and $106 attributable to VIEs. See Note 1)		699			463
Derivative liabilities, current		1,244			1,360
Liabilities held for sale		13
Other current liabilities		276			294
Total current liabilities		2,773			2,749

Debt, net of current portion ($2,816 and $3,042 attributable to VIEs. See Note 1)		8,827			8,996
Deferred income taxes, net of current portion		112			54
Long-term derivative liabilities		382			197
Other long-term liabilities		216			208
Total liabilities		12,310			12,204

Commitments and contingencies (see Note 14)
Stockholders equity:
Preferred stock, $.001 par value per share; 100,000,000 shares authorized; none issued and outstanding
Common stock, $.001 par value per share; 1,400,000,000 shares authorized; 445,034,189 and 443,325,827 shares issued, respectively, and 444,586,271 and 442,998,255 shares outstanding, respectively		1			1
Treasury stock, at cost, 447,918 and 327,572 shares, respectively		(5	)		(3	)
Additional paid-in capital		12,268			12,256
Accumulated deficit		(7,702	)		(7,540	)
Accumulated other comprehensive loss		(223	)		(266	)
Total Calpine stockholders equity		4,339			4,448
Noncontrolling interest					(2	)
Total stockholders equity		4,339			4,446
Total liabilities and stockholders equity	$	16,649		$	16,650

CALPINE CORP CIK:916457

(in millions, except
share and per share amounts)
ASSETS
Current assets:
Cash and cash equivalents ($207 and $242 attributable to VIEs. See Note1)	$971	$989
Accounts receivable, net of allowance of $2 and $14	679	750
Margin deposits and other prepaid expense	331	490
Restricted cash, current ($267 and $322 attributable to VIEs. See Note1)	298	508
Derivative assets, current	1,240	1,119
Assets held for sale ($548 attributable to VIEs. See Note1)	548
Inventory and other current assets	222	243
Total current assets	4,289	4,099
Property, plant and equipment, net ($5,208 and $5,319 attributable to VIEs. See Note 1)	11,408	11,583
Restricted cash, net of current portion ($40 and $45 attributable to VIEs. See Note 1)	47	54
Investments	89	214
Long-term derivative assets	223	127
Other assets	593	573
Total assets	$16,649	$16,650
LIABILITIES&STOCKHOLDERSEQUITY
Current liabilities:
Accounts payable	$482	$578
Accrued interest payable	59	54
Debt, current portion ($575 and $106 attributable to VIEs. See Note 1)	699	463
Derivative liabilities, current	1,244	1,360
Liabilities held for sale	13
Other current liabilities	276	294
Total current liabilities	2,773	2,749
Debt, net of current portion ($2,816 and $3,042 attributable to VIEs. See Note 1)	8,827	8,996
Deferred income taxes, net of current portion	112	54
Long-term derivative liabilities	382	197
Other long-term liabilities	216	208
Total liabilities	12,310	12,204
Commitments and contingencies (see Note 14)
Stockholders equity:
Preferred stock, $.001 par value per share; 100,000,000 shares authorized; none issued and outstanding
Common stock, $.001 par value per share; 1,400,000,000 shares authorized; 445,034,189 and 443,325,827 shares issued, respectively, and 444,586,271 and 442,998,255 shares outstanding, respectively	1	1
Treasury stock, at cost, 447,918 and 327,572 shares, respectively	(5)	(3)
Additional paid-in capital	12,268	12,256
Accumulated deficit	(7,702)	(7,540)
Accumulated other comprehensive loss	(223)	(266)
Total Calpine stockholders equity	4,339	4,448
Noncontrolling interest		(2)
Total stockholders equity	4,339	4,446
Total liabilities and stockholders equity	$16,649	$16,650

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Table 3

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SixMonthsEndedJune30,
2010
2009
(in millions)
Cash flows from operating activities:
Net loss
$
(162
)
$
(48
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense
(1)
298
268
Debt extinguishment costs
7
7
Deferred income taxes
(4
)
26
Loss on disposal of assets
9
20
Unrealized mark-to-market activity, net
(62
)
(23
)
Income from unconsolidated investments in power plants
(13
)
(40
)
Stock-based compensation expense
12
22
Other
1
1
Change in operating assets and liabilities:
Accounts receivable
68
29
Derivative instruments, net
(81
)
(257
)
Other assets
171
173
Accounts payable and accrued expenses
(91
)
(23
)
Other liabilities
3
(191
)
Net cash provided by (used in) operating activities
156
(36
)
Cash flows from investing activities:
Purchases of property, plant and equipment
(97
)
(97
)
Cash acquired due to consolidation of OMEC
8
Contributions to unconsolidated investments
(8
)
(Increase) decrease in restricted cash
224
(31
)
Other
3
(1
)
Net cash provided by (used in) investing activities
138
(137
)
Cash flows from financing activities:
Repayments of project financing, notes payable and other
(277
)
(969
)
Borrowings from project financing, notes payable and other
1,027
Issuance of First Lien Notes
400
Repayments on First Lien Credit Facility
(430
)
(30
)
Financing costs
(15
)
(29
)
Refund of financing costs
10
Other
(1
)
Net cash used in financing activities
(312
)
(2
)
Net decrease in cash and cash equivalents
(18
)
(175
)
Cash and cash equivalents, beginning of period
989
1,657
Cash and cash equivalents, end of period
$
971
$
1,482
Cash paid during the period for:
Interest, net of amounts capitalized
$
362
$
398
Income taxes
$
9
$
2
Reorganization items included in operating activities, net
$
$
6
Supplemental disclosure of non-cash investing and financing activities:
Settlement of commodity contract with project financing
$
$
79
Change in capital expenditures included in accounts payable
$
(7
)
$
__________

(1)	Includes depreciation and amortization that is also recorded in sales, general and other administrative expense and interest expense on our Consolidated Condensed Statements of Operations.

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Table attributes: assets,liabilities,incomestatement,cash

Table 4

Financial table in standard format

INDEX
other obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. Additionally, we actively monitor the credit risk of our receivable and derivative counterparties. Our accounts and notes receivable are concentrated within entities engaged in the energy industry, mainly within the U.S. We generally have not collected collateral for accounts receivable from utilities and end-user customers; however, we may require collateral in the future. For financial and commodity counterparties, we evaluate the net accounts receivable, accounts payable and fair value of commodity contracts and may require security deposits, cash margin or letters of credit to be posted if our exposure reaches a certain level or their credit rating declines.
Cash and Cash Equivalents
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. We have certain project finance facilities and lease agreements that require us to establish and maintain segregated cash accounts which have been pledged as security in favor of the lenders under such project finance facilities, and the use of certain cash balances on deposit in such accounts is limited, at least temporarily, to the operations of the respective projects. At June 30, 2010, and December 31, 2009, we had cash and cash equivalents of $213 million and $264 million, respectively, that were subject to such project finance facilities and lease agreements. Cash and cash equivalent balances that can only be used t o settle the obligations of our consolidated VIEs have been disclosed on the face of our Consolidated Condensed Balance Sheets as required under the new accounting standards for VIEs. See Note4 for a further discussion of accounting for our VIEs.
Restricted Cash
Certain of our debt agreements, lease agreements or other operating agreements require us to establish and maintain segregated cash accounts, the use of which are restricted. These amounts are held by depository banks in order to comply with the contractual provisions requiring reserves for payments such as for debt service, rent, major maintenance and debt repurchases or with applicable regulatory requirements. Funds that can be used to satisfy obligations due during the next 12 months are classified as current restricted cash, with the remainder classified as non-current restricted cash. Restricted cash is generally invested in accounts earning market rates; therefore, the carrying value approximates fair value. Such cash is excluded from cash and cash equivalents on our Consolidated Condensed Balance Sheets and Statements of Cash Flows. The table below represents the components of our restricted cash as of June 30, 2010, and December 31, 2009 (in millions):

	June30,2010						December31,2009
	Current		Non-Current		Total		Current		Non-Current		Total
Debt service	$	56	$	25	$	81	$	193	$	25	$	218
Rent reserve		17		5		22		34				34
Construction/major maintenance		91		15		106		87		22		109
Security/project/insurance		110				110		146				146
Other		24		2		26		48		7		55
Total	$	298	$	47	$	345	$	508	$	54	$	562

CALPINE CORP CIK:916457

Current
Debt service	$56	$25	$81	$193	$25	$218
Rent reserve	17	5	22	34		34
Construction/major maintenance	91	15	106	87	22	109
Security/project/insurance	110		110	146		146
Other	24	2	26	48	7	55
Total	$298	$47	$345	$508	$54	$562

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Table 5

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A requirement to perform ongoing reassessments each reporting period of whether we are the primary beneficiary of our VIEs, which could require us to consolidate our VIEs that are currently not consolidated or deconsolidate our VIEs that are currently consolidated based upon our reassessments in future periods. No further changes to our determinations of whether we are the primary beneficiary of our VIEs were required during the second quarter of 2010.

Disclosure provisions to present separately on the face of the statement of financial position the significant assets of a consolidated VIE that can be used only to settle obligations of the consolidated VIE and the significant liabilities of a consolidated VIE for which creditors (or beneficial interest holders) do not have recourse to the general credit of the primary beneficiary. Our Consolidated Condensed Balance Sheets include these required disclosures. The new standards also reduce required disclosures for consolidated VIEs without such restrictions if we are the equity holder and primary beneficiary.

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Table attributes: balancesheet,assets,liabilities

Table 6

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An additional reconsideration event for determining whether an entity is a VIE if any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of a VIE that most significantly impact the VIEs economic performance.

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Table 7

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INDEX
We accounted for the Conectiv Acquisition under the acquisition method of accounting in accordance with GAAP; however, the assets acquired are not reflected on our Consolidated Condensed Balance Sheet as of June30,2010, as the Conectiv Acquisition occurred subsequent to our balance sheet date. We expensed transaction and acquisition-related costs as incurred through June30,2010 of approximately $19 million, which is included in sales, general and other administrative expense on our Consolidated Condensed Statements of Operations for the three and six months ended June30,2010. As of the filing of this Report, the accounting for the Conectiv Acquisition is not complete as the appraisals necessary to assess the fair value of the net assets acquired are not final and we are still in the process of deter mining the tax basis of these assets; however, we conducted an assessment of our net assets acquired and assigned preliminary values to identifiable assets and liabilities at their estimated fair values on the acquisition date. We do not anticipate any significant goodwill will be recognized as a result of this acquisition.
The following table summarizes the consideration transferred for the Conectiv Acquisition and the preliminary values assigned to the net assets acquired as of the acquisition date based on our assessment (in millions). The preliminary values assigned are subject to change as more information is obtained about the fair value of the net assets acquired.

Consideration	$	1,634

Preliminary values of identifiable assets acquired and liabilities assumed:
Assets:
Current assets	$	80
Property, plant and equipment, net		1,556
Other long-term assets		50
Total assets acquired	$	1,686
Liabilities:
Current liabilities	$	30
Long-term liabilities		22
Total liabilities assumed		52
Net assets acquired	$	1,634

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Table attributes: assets,balancesheet,date,liabilities,incomestatement

Table 8

Financial table in standard format

INDEX
resources on our core markets. We expect to record a pre-tax gain of approximately $220 million upon closing this transaction.
The assets and liabilities of Blue Spruce and Rocky Mountain are reported as assets and liabilities held for sale on our Consolidated Condensed Balance Sheet at June30,2010. The results of operations of Blue Spruce and Rocky Mountain, which were included as part of our West segment, are reported as discontinued operations on our Consolidated Condensed Statements of Operations for the three and six months ended June30,2010 and 2009.
The tables below present the components of assets and liabilities held for sale at June30,2010, and discontinued operations for the periods indicated (in millions):

	June30,2010
Assets:
Current assets	$	14
Property, plant and equipment, net		516
Other long-term assets		18
Total assets held for sale	$	548
Liabilities:
Current liabilities		11
Long-term liabilities		2
Total liabilities held for sale	$	13

CALPINE CORP CIK:916457

Assets:
Current assets	$14
Property, plant and equipment, net	516
Other long-term assets	18
Total assets held for sale	$548
Liabilities:
Current liabilities	11
Long-term liabilities	2
Total liabilities held for sale	$13

Data column 1: Unable to interpret date in column header

Table 9

Financial table in standard format

INDEX
interest in the net income from OMEC for the three and six months ended June 30, 2009, and both Greenfield LP and Whitby for the three and six months ended June 30, 2010 and 2009, are recorded in income from unconsolidated investments in power plants.
At June30, 2010, and December31, 2009, our equity method investments included on our Consolidated Condensed Balance Sheets were comprised of the following (in millions):

	Ownership Interest as of June30,2010		June30,2010		Our Maximum Exposure to Loss at June30,2010 (2)		December31,2009
OMEC(1)		100%	$		$		$	144
Greenfield LP		50%		85		85		70
Whitby		50%		4		4
Total investments			$	89	$	89	$	214

CALPINE CORP CIK:916457

OMEC(1)			$144
Greenfield LP	85	85	70
Whitby	4	4
Total investments	$89	$89	$214

Data column 1: Unable to interpret date in column header
Data column 2: Unable to interpret date in column header
Data column 3: Unable to interpret date in column header
Data column 4: Unable to interpret date in column header
Row "OMEC(1)": Multi-column field in a numeric row
Row "OMEC(1)": Multi-column field in a numeric row

Table 10

Financial table in standard format

(1)
OMEC was consolidated effective January 1, 2010. See Note 1.

(2)

Our risk of loss related to our unconsolidated VIEs is limited to our investment balance. While we also could be responsible for our pro rata portion of debt, holders of the debt of our unconsolidated investments do not have recourse to Calpine Corporation and its other subsidiaries. The debt of our unconsolidated investments is not reflected on our Consolidated Condensed Balance Sheets. As of June 30, 2010, and December31,2009, equity method investee debt was approximately $488 million and $873 million, respectively, and based on our pro rata share of each of the investments, our share of such debt would be approximately $244 million and $624 million as of June30,2010 and December31,2009, respectively.

CALPINE CORP CIK:916457

Data column 1: "numyear" is ambiguous (2010 or 2009 or 2010 or 2009)
Data column 1: Unable to interpret date in column header

Table 11

Financial table in standard format

(2)
Our risk of loss related to our unconsolidated VIEs is limited to our investment balance. While we also could be responsible for our pro rata portion of debt, holders of the debt of our unconsolidated investments do not have recourse to Calpine Corporation and its other subsidiaries. The debt of our unconsolidated investments is not reflected on our Consolidated Condensed Balance Sheets. As of June 30, 2010, and December31,2009, equity method investee debt was approximately $488 million and $873 million, respectively, and based on our pro rata share of each of the investments, our share of such debt would be approximately $244 million and $624 million as of June30,2010 and December31,2009, respectively.
The following details our income from unconsolidated investments in power plants for the periods indicated (in millions):

	ThreeMonthsEndedJune30,				Six Months Ended June 30,
	2010		2009		2010		2009
OMEC(1)	$		$	16	$		$	26
Greenfield LP		3		5		7		10
Whitby		3		2		6		4
Total	$	6	$	23	$	13	$	40

CALPINE CORP CIK:916457
			2009-12-30 to 2010-06-30 (6-months)	2008-12-30 to 2009-06-30 (6-months)
OMEC(1)		$16		$26
Greenfield LP	3	5	7	10
Whitby	3	2	6	4
Total	$6	$23	$13	$40

Data column 1: Unable to interpret date in column header
Data column 2: Unable to interpret date in column header

Table 12

Financial table in standard format

INDEX
Significant Subsidiaries
OMEC and Greenfield LP met the criteria of a significant subsidiary for the three and six months ended June30,2009, as defined under SEC guidelines, based upon the relationship of our equity income from our in
vestment in each subsidiary to our consolidated loss before income taxes and discontinued operations. See Note1 for further information regarding the OMEC consolidation effective January1, 2010. The Condensed Statements of Operations for OMECand for Greenfield LP for the periods indicated, are set forth below (in millions):
OMEC
Condensed Statements of Operations

	Three Months			Six Months
	Ended June 30,			Ended June 30,
	2009			2009
Revenues(1)	$			$
Operating expenses		1			2
Loss from operations		(1	)		(2	)
Interest income(2)		(22	)		(33	)
Other (income) expense, net		5			5
Net income	$	16		$	26

CALPINE CORP CIK:916457
	2009-03-30 to 2009-06-30 (3-months)	2008-12-30 to 2009-06-30 (6-months)
Revenues(1)
Operating expenses	1	2
Loss from operations	(1)	(2)
Interest income(2)	(22)	(33)
Other (income) expense, net	5	5
Net income	$16	$26

Table 13

Financial table in standard format

(2)
Interest income is primarily the result of unrealized mark-to-market gains from interest rate swap contracts.
Greenfield LP
Condensed Statements of Operations

	ThreeMonthsEndedJune30,					SixMonthsEndedJune30,
	2010		2009			2010		2009
Revenues	$	43	$	43		$	80	$	103
Operating expenses		30		28			52		73
Income from operations		13		15			28		30
Interest (income) expense, net		7		7			14		11
Other (income) expense, net				(2	)				(1	)
Net income	$	6	$	10		$	14	$	20

CALPINE CORP CIK:916457

Revenues	$43	$43	$80	$103
Operating expenses	30	28	52	73
Income from operations	13	15	28	30
Interest (income) expense, net	7	7	14	11
Other (income) expense, net		(2)		(1)
Net income	$6	$10	$14	$20

Table 14

Financial table in standard format

INDEX
5.Comprehensive Income (Loss)
Comprehensive income (loss) includes our net loss, unrealized gains and losses from derivative instruments, net of tax that qualify as cash flow hedges, our share of equity method investees OCI and the effects of foreign currency translation adjustments. See Note 8 for further discussion of our accounting for derivative instruments designated as cash flow hedges and the related amounts recorded in OCI. We report AOCI on our Consolidated Condensed Balance Sheets. The table below details the components of our comprehensive income (loss) for the periods indicated (in millions):

	ThreeMonthsEndedJune30,						SixMonthsEndedJune30,
	2010			2009			2010			2009
Net loss	$	(114	)	$	(79	)	$	(162	)	$	(48	)
Other comprehensive income (loss):
Gain (loss) on cash flow hedges before reclassification adjustment for cash flow hedges realized in net loss		(71	)		108			30			310
Reclassification adjustment for cash flow hedges realized in net loss		8			(118	)		22			(185	)
Foreign currency translation gain (loss)		(2	)		3						1
Income tax benefit (expense)		(23	)		14			(9	)		27
Comprehensive income (loss)		(202	)		(72	)		(119	)		105
Add:Comprehensive (income) loss attributable to the noncontrolling interest		(1	)		1						2
Comprehensive income (loss) attributable to Calpine	$	(203	)	$	(71	)	$	(119	)	$	107

CALPINE CORP CIK:916457

Net loss	$(114)	$(79)	$(162)	$(48)
Other comprehensive income (loss):
Gain (loss) on cash flow hedges before reclassification adjustment for cash flow hedges realized in net loss	(71)	108	30	310
Reclassification adjustment for cash flow hedges realized in net loss	8	(118)	22	(185)
Foreign currency translation gain (loss)	(2)	3		1
Income tax benefit (expense)	(23)	14	(9)	27
Comprehensive income (loss)	(202)	(72)	(119)	105
Add:Comprehensive (income) loss attributable to the noncontrolling interest	(1)	1		2
Comprehensive income (loss) attributable to Calpine	$(203)	$(71)	$(119)	$107

Table 15

Financial table in standard format

INDEX
and warranties and are required to comply with various affirmative and negative covenants including, among others, certain limitations and prohibitions relating to additional indebtedness, liens, restricted payments, mergers and asset sales and certain financial covenants relating to limitations on capital expenditures, minimum interest coverage and maximum leverage. The NDH Project Debt is subject to customary events of default included in financing transactions, including, among others, failure to make payments when due, certain defaults under other material indebtedness, breach of certain covenants, breach of certain representations and warranties, involuntary or voluntary bankruptcy, and material judgments. Neither Calpine Corporation nor any of its subsidiaries, other than NDH and its subsidiaries (subject to certain exceptions), are guarantors under the NDH Project Debt.
As part of the Conectiv Acquisition and NDH Project Debt, we entered into various intercompany agreements with our NDH subsidiaries for the related sales and purchases of power, natural gas and the operation and maintenance of our NDH power plants, which will not materially impact our results of operations, financial condition or cash flows on a consolidated basis. While there is no direct recourse by holders of the NDH Project Debt to Calpine Corporation, a substantial portion of the commodity price risk related to NDHs power generation is absorbed by Calpine Energy Services, L.P. as an indirect, wholly owned subsidiary of Calpine Corporation, which purchases the power generated by NDH under an intercompany tolling agreement, which is also guaranteed by Calpine Corporation.
OMEC Debt
As further discussed in Note 1, we added approximately $375 million in project debt to our Consolidated Condensed Balance Sheet when we consolidated OMEC effective January 1, 2010. As of June 30, 2010, OMEC had approximately $370 million in project debt outstanding, which is included in the balance under the caption Project financing, notes payable and other in the table above. OMEC has a $377 million non-recourse project term loan which matures in April2019. The term loan bears interest at LIBOR plus 1.25%.
Letter of Credit Facilities
The table below represents amounts issued under our letter of credit facilities as of June30,2010, and December31,2009 (in millions):

	June30,2010		December31,2009
First Lien Credit Facility	$	237	$	206
Calpine Development Holdings, Inc.(1)		135		116
Various project financing facilities		113		90
Total	$	485	$	412

CALPINE CORP CIK:916457

Calpine Development Holdings, Inc.(1)	135	116
Various project financing facilities	113	90
Total	$485	$412

Data column 1: Unable to interpret date in column header
Data column 2: Unable to interpret date in column header

Table 16

Financial table in standard format

Assets and Liabilities with RecurringFairValueMeasures
asofDecember31,2009
Level1
Level2
Level3
Total
(inmillions)
Assets:
Cash equivalents
(1)
$
1,306
$
$
$
1,306
Margin deposits
(2)
413
413
Commodity instruments:
Commodity futures contracts
953
953
Commodity forward contracts
(3)
204
71
275
Interest rate swaps
18
18
Total assets
$
2,672
$
222
$
71
$
2,965
Liabilities:
Margin deposits held by us posted by our counterparties
(2)
$
9
$
$
$
9
Commodity instruments:
Commodity futures contracts
1,096
1,096
Commodity forward contracts
(3)
91
33
124
Interest rate swaps
337
337
Total liabilities
$
1,105
$
428
$
33
$
1,566
__________

(1)

Represents funds invested in money market accounts and are included in cash and cash equivalents and restricted cash on our Consolidated Condensed Balance Sheets. As of June30, 2010, and December31, 2009, we had cash equivalents of $833 million and $770 million included in cash and cash equivalents and $315 million and $536 million included in restricted cash, respectively.

CALPINE CORP CIK:916457

Data column 1: "numyear" is ambiguous (2010 or 2009)
Data column 1: Unable to interpret date in column header

Table 17

Table column format standardization was unsuccessful.

(1)
Represents funds invested in money market accounts and are included in cash and cash equivalents and restricted cash on our Consolidated Condensed Balance Sheets. As of June30, 2010, and December31, 2009, we had cash equivalents of $833 million and $770 million included in cash and cash equivalents and $315 million and $536 million included in restricted cash, respectively.

(2)	Margin deposits and margin deposits held by us posted by our counterparties represent cash collateral paid between our counterparties and us to support our commodity contracts.

Unable to find the column headers.

Table internal representation dump (debug use)

First numeric data row: 0
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Row 0
    [0..0)   [0..0] ( num): '(2)'
    [1..1)   [1..1] (stub): 'Margin deposits and margin deposits held by us posted by our counterparties represent cash collateral paid between our counterparties and us to support our commodity contracts.'



Prototype ranges:
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    [0..0)   [0..0] ( num): ''
    [1..1)   [1..1] (stub): ''

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Table attributes: balancesheet,cash

Table 18

Table column format standardization was unsuccessful.

ThreeMonthsEndedJune30,
SixMonthsEndedJune30,
2010
2009
2010
2009
Balance, beginning of period
$
57
$
114
$
38
$
105
Realized and unrealized gains (losses):
Included in net loss:
Included in operating revenues
(1)
10
(1
)
29
3
Included in fuel and purchased energy expense
(2)
(3
)
(3
)
(3
)
8
Included in OCI
(5
)
5
18
Purchases, issuances, sales and settlements:
Settlements
(16
)
(13
)
(22
)
(26
)
Transfers into and/or out of level3
(3)
:
Transfers into level 3
(4)
(6
)
Transfers out of level 3
(5)
(11
)
1
(11
)
Balance, end of period
$
43
$
91
$
43
$
91
Change in unrealized gains and (losses) relating to instruments still held at end of period
$
7
$
(4
)
$
26
$
11
__________

(1)	For power contracts and Heat Rate swaps and options, as shown on our Consolidated Condensed Statements of Operations.

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Table internal representation dump (debug use)

First numeric data row: 0
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Row 0
    [0..0)   [0..0] ( num): '(1)'
    [1..1)   [1..1] (stub): 'For power contracts and Heat Rate swaps and options, as shown on our Consolidated Condensed Statements of Operations.'



Prototype ranges:
Row 0
    [0..0)   [0..0] ( num): ''
    [1..1)   [1..1] (stub): ''

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    [0..0)   [0..0] ( num): ''
    [1..1)   [1..1] (stub): ''

Table attributes: revenues,incomestatement

Table 19

Table column format standardization was unsuccessful.

(1)
For power contracts and Heat Rate swaps and options, as shown on our Consolidated Condensed Statements of Operations.

(2)	For natural gas contracts, swaps and options, as shown on our Consolidated Condensed Statements of Operations.

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Table internal representation dump (debug use)

First numeric data row: 0
First row with column header attributes: 
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Row 0
    [0..0)   [0..0] ( num): '(2)'
    [1..1)   [1..1] (stub): 'For natural gas contracts, swaps and options, as shown on our Consolidated Condensed Statements of Operations.'



Prototype ranges:
Row 0
    [0..0)   [0..0] ( num): ''
    [1..1)   [1..1] (stub): ''

Best data column prototype:
Row 0
    [0..0)   [0..0] ( num): ''
    [1..1)   [1..1] (stub): ''

Table attributes: incomestatement

Table 20

Financial table in standard format

(2)
For natural gas contracts, swaps and options, as shown on our Consolidated Condensed Statements of Operations.

(3)	We transfer amounts among levels of the fair value hierarchy as of the end of each period. There were no significant transfers into/out of level 1 during the three and six months ended June 30, 2010 and 2009.

CALPINE CORP CIK:916457

Data column 1: "numyear" is ambiguous (2010 or 2009)
Data column 1: Unable to interpret date in column header

Table 21

Financial table in standard format

INDEX
Derivatives Included on Our Consolidated Condensed Balance Sheets
The following tables present the fair values of our net derivative instruments recorded on our Consolidated Condensed Balance Sheets by hedge type and location at June30, 2010, and December31, 2009 (in millions):

	June30,2010
						Total
Balance Sheet Presentation	InterestRate			Commodity		Derivative
Balance Sheet Presentation	Swaps			Instruments		Instruments
Current derivative assets	$			$	1,240	$	1,240
Long-term derivative assets					223		223
Total derivative assets	$			$	1,463	$	1,463

Current derivative liabilities	$	181		$	1,063	$	1,244
Long-term derivative liabilities		235			147		382
Total derivative liabilities	$	416		$	1,210	$	1,626
Net derivative assets (liabilities)	$	(416	)	$	253	$	(163	)

CALPINE CORP CIK:916457

Total
Balance Sheet Presentation
Swaps
Current derivative assets		$1,240	$1,240
Long-term derivative assets		223	223
Total derivative assets		$1,463	$1,463
Current derivative liabilities	$181	$1,063	$1,244
Long-term derivative liabilities	235	147	382
Total derivative liabilities	$416	$1,210	$1,626
Net derivative assets (liabilities)	$(416)	$253	$(163)

Data column 1: Unable to interpret date in column header
Data column 2: Unable to interpret date in column header
Data column 3: Unable to interpret date in column header

Table 22

Financial table in standard format

June30,2010
Total
Balance Sheet Presentation
InterestRate
Commodity
Derivative
Swaps
Instruments
Instruments
Current derivative assets
$
$
1,240
$
1,240
Long-term derivative assets
223
223
Total derivative assets
$
$
1,463
$
1,463
Current derivative liabilities
$
181
$
1,063
$
1,244
Long-term derivative liabilities
235
147
382
Total derivative liabilities
$
416
$
1,210
$
1,626
Net derivative assets (liabilities)
$
(416
)
$
253
$
(163
)

	December31,2009
						Total
Balance Sheet Presentation	InterestRate			Commodity		Derivative
Balance Sheet Presentation	Swaps			Instruments		Instruments
Current derivative assets	$			$	1,119	$	1,119
Long-term derivative assets		18			109		127
Total derivative assets	$	18		$	1,228	$	1,246

Current derivative liabilities	$	202		$	1,158	$	1,360
Long-term derivative liabilities		135			62		197
Total derivative liabilities	$	337		$	1,220	$	1,557
Net derivative assets (liabilities)	$	(319	)	$	8	$	(311	)

CALPINE CORP CIK:916457

Total
Balance Sheet Presentation
Swaps
Current derivative assets		$1,119	$1,119
Long-term derivative assets	18	109	127
Total derivative assets	$18	$1,228	$1,246
Current derivative liabilities	$202	$1,158	$1,360
Long-term derivative liabilities	135	62	197
Total derivative liabilities	$337	$1,220	$1,557
Net derivative assets (liabilities)	$(319)	$8	$(311)

Data column 1: Unable to interpret date in column header
Data column 2: Unable to interpret date in column header
Data column 3: Unable to interpret date in column header

Table 23

Financial table in standard format

December31,2009
Total
Balance Sheet Presentation
InterestRate
Commodity
Derivative
Swaps
Instruments
Instruments
Current derivative assets
$
$
1,119
$
1,119
Long-term derivative assets
18
109
127
Total derivative assets
$
18
$
1,228
$
1,246
Current derivative liabilities
$
202
$
1,158
$
1,360
Long-term derivative liabilities
135
62
197
Total derivative liabilities
$
337
$
1,220
$
1,557
Net derivative assets (liabilities)
$
(319
)
$
8
$
(311
)

	June 30, 2010
	FairValue		FairValue
	ofDerivative		ofDerivative
	Assets		Liabilities
Derivatives designated as cash flow hedging instruments:
Interest rate swaps	$		$	368
Commodity instruments		331		109
Total derivatives designated as cash flow hedging instruments	$	331	$	477

Derivatives not designated as hedging instruments:
Interest rate swaps	$		$	48
Commodity instruments		1,132		1,101
Total derivatives not designated as hedging instruments	$	1,132	$	1,149
Total derivatives	$	1,463	$	1,626

CALPINE CORP CIK:916457
	2010-06-30	2010-06-30
FairValue
ofDerivative
Assets
Derivatives designated as cash flow hedging instruments:
Interest rate swaps		$368
Commodity instruments	331	109
Total derivatives designated as cash flow hedging instruments	$331	$477
Derivatives not designated as hedging instruments:
Interest rate swaps		$48
Commodity instruments	1,132	1,101
Total derivatives not designated as hedging instruments	$1,132	$1,149
Total derivatives	$1,463	$1,626

Table 24

Financial table in standard format

INDEX
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 net loss.
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 not designated as hedging instruments and where these components were recorded on our Consolidated Condensed Statements of Operations for the periods indicated (in millions):

	ThreeMonthsEndedJune 30,						SixMonthsEnded June30,
	2010			2009			2010			2009
Realized gain (loss)
Interest rate swaps	$	(6	)	$	(4	)	$	(12	)	$	(8	)
Commodity instruments		59			44			52			(14	)
Total realized gain (loss)	$	53		$	40		$	40		$	(22	)

Unrealized gain (loss) (1)
Interest rate swaps	$	(16	)	$	4		$	(19	)	$	4
Commodity instruments