Derivatives | DERIVATIVES Southern Company Gas is exposed to market risks, primarily commodity price risk, interest rate risk, and weather risk. To manage the volatility attributable to these exposures, Southern Company Gas nets its exposures, where possible, to take advantage of natural offsets and enters into various derivative transactions for the remaining exposures pursuant to Southern Company Gas' policies in areas such as counterparty exposure and risk management practices. Southern Company Gas' policy is that derivatives are to be used primarily for hedging purposes and mandates strict adherence to all applicable risk management policies. Derivative positions are monitored using techniques including, but not limited to, market valuation, value at risk, stress testing, and sensitivity analysis. Derivative instruments are recognized at fair value in the balance sheets as either assets or liabilities and are presented on a net basis. See Note (C) for additional information. In the statements of cash flows, the cash impacts of settled energy-related and interest rate derivatives are recorded as operating activities. Energy-Related Derivatives Southern Company Gas enters into energy-related derivatives to hedge exposures to natural gas and other fuel price changes. However, due to cost-based rate regulations and other various cost recovery mechanisms, Southern Company Gas has limited exposure to market volatility in prices of natural gas. Southern Company Gas manages fuel-hedging programs, implemented per the guidelines of its respective state regulatory agencies, through the use of financial derivative contracts, which is expected to continue to mitigate price volatility. Southern Company Gas has limited exposure to market volatility in prices of natural gas because the long-term sales contracts shift substantially all fuel cost responsibility to the purchaser. However, Southern Company Gas may be exposed to market volatility in energy-related commodity prices to the extent any uncontracted capacity is used to sell natural gas. Energy-related derivative contracts are accounted for under one of three methods: • Regulatory Hedges — Energy-related derivative contracts which are designated as regulatory hedges relate primarily to Southern Company Gas' fuel-hedging programs, where gains and losses are initially recorded as regulatory liabilities and assets, respectively, and then are included in the cost of natural gas as the underlying natural gas is used in operations and ultimately recovered through the respective cost recovery clauses. • Cash Flow Hedges — Gains and losses on energy-related derivatives designated as cash flow hedges (which are mainly used to hedge anticipated purchases and sales) are initially deferred in other comprehensive income (OCI) before being recognized in the statements of income in the same period as the hedged transactions are reflected in earnings. • Not Designated — Gains and losses on energy-related derivative contracts that are not designated or fail to qualify as hedges are recognized in the statements of income in the period of change. Some energy-related derivative contracts require physical delivery as opposed to financial settlement, and this type of derivative is both common and prevalent within the natural gas industry. When an energy-related derivative contract is settled physically, any cumulative unrealized gain or loss is reversed and the contract price is recognized in the respective line item representing the actual price of the underlying goods being delivered. At September 30, 2016 , the net volume of energy-related derivative contracts for natural gas positions for Southern Company Gas, together with the longest hedge date over which it is hedging its exposure to the variability in future cash flows for forecasted transactions and the longest non-hedge date for derivatives not designated as hedges, were as follows: Successor Net Purchased/(Sold) mmBtu Longest Hedge Date Longest Non-hedge Date (in millions) 214 2018 2022 Southern Company Gas’ derivative instruments are comprised of both long and short natural gas positions. A long position is a contract to purchase natural gas, and a short position is a contract to sell natural gas. The volume presented above represents the net of long natural gas positions of 3.2 billion mmBtu and short natural gas positions ( 2.9 billion mmBtu) as of September 30, 2016 . For cash flow hedges, the amount to be reclassified from accumulated OCI to earnings for the next 12-month period ending September 30, 2017 is immaterial. Interest Rate Derivatives Southern Company Gas may also enter into interest rate derivatives to hedge exposure to changes in interest rates. The derivatives employed as hedging instruments are structured to minimize ineffectiveness. Derivatives related to existing variable rate securities or forecasted transactions are accounted for as cash flow hedges where the effective portion of the derivatives' fair value gains or losses is recorded in OCI and is reclassified into earnings at the same time the hedged transactions affect earnings, with any ineffectiveness recorded directly to earnings. Derivatives related to existing fixed rate securities are accounted for as fair value hedges, where the derivatives' fair value gains or losses and hedged items' fair value gains or losses are both recorded directly to earnings, providing an offset, with any difference representing ineffectiveness. Fair value gains or losses on derivatives that are not designated or fail to qualify as hedges are recognized in the statements of income as incurred. On January 23, 2015, Southern Company Gas executed $800 million in notional value of 10 -year and 30 -year fixed-rate forward-starting interest rate swaps to hedge potential interest rate volatility prior to its issuances of long-term debt in the fourth quarter 2015 and during 2016. Southern Company Gas designated the forward-starting interest rate swaps, which were settled in conjunction with the debt issuances, as cash flow hedges. Southern Company Gas settled $200 million of these interest rate swaps in November 2015 for an immaterial loss, $400 million upon pricing the first mortgage bonds in May 2016 at a loss of $26 million , and the remaining $200 million upon pricing the senior notes in September 2016 at a loss of $35 million . Due to the application of acquisition accounting, only $5 million of the pre-tax loss incurred and deferred in the successor period will be amortized to interest expense through 2046 and is immaterial on an annual basis. Derivative Financial Statement Presentation and Amounts The derivative contracts of Southern Company Gas are subject to master netting arrangements or similar agreements and are reported net on its financial statements. Some of these energy-related and interest rate derivative contracts may contain certain provisions that permit intra-contract netting of derivative receivables and payables for routine billing and offsets related to events of default and settlements. At September 30, 2016 and December 31, 2015 , the value of energy-related derivatives and interest rate derivatives was reflected in the balance sheets as follows: Asset Derivatives Liability Derivatives Successor Predecessor Successor Predecessor Derivative Category Balance Sheet Location September 30, 2016 December 31, 2015 Balance Sheet Location September 30, 2016 December 31, 2015 (in millions) (in millions) (in millions) (in millions) Derivatives designated as hedging instruments for regulatory purposes Energy-related derivatives Assets from risk management activities – current $ 8 $ 10 Liabilities from risk management activities – current $ (6 ) $ (28 ) Other deferred charges and assets — — Other deferred credits and liabilities — (2 ) Total derivatives designated as hedging instruments for regulatory purposes $ 8 $ 10 $ (6 ) $ (30 ) Derivatives designated as hedging instruments in cash flow and fair value hedges Energy-related derivatives Assets from risk management activities – current $ 2 $ 3 Liabilities from risk management activities – current $ (3 ) $ (5 ) Other deferred charges and assets — — Other deferred credits and liabilities (1 ) (2 ) Interest rate derivatives: Assets from risk management activities – current — 9 Liabilities from risk management activities – current — — Total derivatives designated as hedging instruments in cash flow and fair value hedges $ 2 $ 12 $ (4 ) $ (7 ) Derivatives not designated as hedging instruments Energy-related derivatives Assets from risk management activities – current $ 304 $ 741 Liabilities from risk management activities – current $ (345 ) $ (644 ) Other deferred charges and assets 58 179 Other deferred credits and liabilities (74 ) (185 ) Total derivatives not designated as hedging instruments $ 362 $ 920 $ (419 ) $ (829 ) Gross amount of recognized assets and liabilities (a) (b) $ 372 $ 942 $ (429 ) $ (866 ) Gross amounts offset in the balance sheet (b) (258 ) (724 ) 369 820 Net amounts of derivatives assets and liabilities, presented in the balance sheet (c) $ 114 $ 218 $ (60 ) $ (46 ) (a) The gross amounts of recognized assets and liabilities are netted on the consolidated balance sheets to the extent that there were netting arrangements with the counterparties. (b) The gross amounts of recognized assets and liabilities do not include cash collateral held on deposit in broker margin accounts of $111 million as of September 30, 2016 and $96 million as of December 31, 2015 . (c) As of September 30, 2016 and December 31, 2015, letters of credit from counterparties offset an immaterial portion of these assets under master netting arrangements. At September 30, 2016 and December 31, 2015 , the pre-tax effects of unrealized derivative gains (losses) arising from energy-related derivative instruments designated as regulatory hedging instruments and deferred were as follows: Unrealized Losses Unrealized Gains Successor Predecessor Successor Predecessor Derivative Category Balance Sheet Location September 30, 2016 December 31, 2015 Balance Sheet Location September 30, 2016 December 31, 2015 (in millions) (in millions) (in millions) (in millions) Energy-related derivatives: Other regulatory assets, current $ (3 ) $ (15 ) Other regulatory liabilities, current $ 3 $ 15 Other regulatory assets, deferred — (2 ) Other regulatory liabilities, deferred — — Total energy-related derivative gains (losses) $ (3 ) $ (17 ) $ 3 $ 15 For the successor period July 1, 2016 through September 30, 2016 and the predecessor period three months ended September 30, 2015 , the pre-tax effects of energy-related derivatives and interest rate derivatives designated as cash flow hedging instruments recognized in OCI and those reclassified from accumulated OCI into earnings were as follows: Gain (Loss) Recognized in OCI on Derivative (Effective Portion) Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Successor Predecessor Successor Predecessor Derivatives in Cash Flow Hedging Relationships July 1, 2016 through September 30, 2016 Three Months Ended September 30, 2015 Statements of Income Location July 1, 2016 through September 30, 2016 Three Months Ended September 30, 2015 (in millions) (in millions) (in millions) (in millions) Energy-related derivatives $ — $ (2 ) Cost of natural gas $ — $ (2 ) Interest rate derivatives (5 ) (46 ) Interest expense, net of amounts capitalized — 1 Total derivatives in cash flow hedging relationships $ (5 ) $ (48 ) $ — $ (1 ) For the predecessor periods January 1, 2016 through June 30, 2016 and nine months ended September 30, 2015 , the pre-tax effects of energy-related derivatives and interest rate derivatives designated as cash flow hedging instruments recognized in OCI and those reclassified from accumulated OCI into earnings were as follows: Gain (Loss) Recognized in OCI on Derivative (Effective Portion) Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Predecessor Predecessor Derivatives in Cash Flow Hedging Relationships January 1, 2016 through June 30, 2016 Nine Months Ended September 30, 2015 Statements of Income Location January 1, 2016 through June 30, 2016 Nine Months Ended September 30, 2015 (in millions) (in millions) Energy-related derivatives $ — $ (3 ) Cost of natural gas $ (1 ) $ (6 ) Other operations and maintenance — (1 ) Interest rate derivatives (64 ) (1 ) Interest expense, net of amounts capitalized — 2 Total derivatives in cash flow hedging relationships $ (64 ) $ (4 ) $ (1 ) $ (5 ) For the successor period July 1, 2016 through September 30, 2016 and the predecessor periods January 1, 2016 through June 30, 2016 and three and nine months ended September 30, 2015 , the pre-tax effects of energy-related derivatives and interest rate derivatives not designated as hedging instruments were as follows: Derivatives in Non-Designated Hedging Relationships Gain (Loss) Successor Predecessor Derivative Category Statements of Income Location July 1, 2016 through September 30, 2016 January 1, 2016 through June 30, 2016 Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 (millions) (millions) Energy-related derivatives Natural gas revenues (*) $ — $ (1 ) $ 29 $ 7 Cost of natural gas 6 (62 ) 1 3 Total derivatives in non-designated hedging relationships $ 6 $ (63 ) $ 30 $ 10 (*) Excludes gains (losses) recorded in natural gas revenues associated with weather derivatives of $3 million for the predecessor period January 1, 2016 through June 30, 2016 and of $(1) million for the predecessor nine months ended September 30, 2015. There were no amounts recorded for the successor period July 1, 2016 through September 30, 2016 and the predecessor three months ended September 30, 2015. Contingent Features Southern Company Gas does not have any credit arrangements that would require material changes in payment schedules or terminations as a result of a credit rating downgrade. There are certain derivatives that could require collateral, but not accelerated payment, in the event of a credit rating change below BBB- and/or Baa3. At September 30, 2016 , Southern Company Gas had $111 million of collateral posted with derivative counterparties. At September 30, 2016 , the fair value of derivative liabilities with contingent features and the maximum potential collateral requirements arising from the credit-risk-related contingent features were immaterial. Generally, collateral may be provided by guaranty, letter of credit, or cash. If collateral is required, fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral are not offset against fair value amounts recognized for derivatives executed with the same counterparty. Southern Company Gas is exposed to losses related to financial instruments in the event of counterparties' nonperformance. Southern Company Gas only enters into agreements and material transactions with counterparties that have investment grade credit ratings by Moody's and S&P or with counterparties who have posted collateral to cover potential credit exposure. Southern Company Gas has also established risk management policies and controls to determine and monitor the creditworthiness of counterparties in order to mitigate Southern Company Gas' exposure to counterparty credit risk. Southern Company Gas also utilizes master netting agreements whenever possible to mitigate exposure to counterparty credit risk. When Southern Company Gas is engaged in more than one outstanding derivative transaction with the same counterparty and it also has a legally enforceable netting agreement with that counterparty, the "net" mark-to-market exposure represents the netting of the positive and negative exposures with that counterparty and a reasonable measure of Southern Company Gas' credit risk. Southern Company Gas also uses other netting agreements with certain counterparties with whom it conducts significant transactions. Master netting agreements enable Southern Company Gas to net certain assets and liabilities by counterparty. Southern Company Gas also nets across product lines and against cash collateral, provided the master netting and cash collateral agreements include such provisions. Southern Company Gas may require counterparties to pledge additional collateral when deemed necessary. Therefore, Southern Company Gas does not anticipate a material adverse effect on the financial statements as a result of counterparty nonperformance. |