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Commission File Number
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State of
Incorporation
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I.R.S. Employer
Identification No.
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001-33443
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Delaware
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20-5653152
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601 Travis, Suite 1400
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Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Dynegy’s common stock, $0.01 par value
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New York Stock Exchange
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Dynegy's warrants, exercisable for common stock at an exercise price of $40 per share
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New York Stock Exchange
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None
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(Title of Class)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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PART I
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Definitions
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accountant Fees and Services
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PART IV
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Item 15.
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Exhibits and Financial Statement Schedules
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Signatures
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||
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AEM
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Ameren Energy Marketing Company
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AER
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New Ameren Energy Resources, LLC
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AEGC
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Ameren Energy Generating Company
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AERG
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New AERG, LLC
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AOCI
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Accumulated other comprehensive income
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APA
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Asset purchase agreement
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ARO
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Asset retirement obligation
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ASC
|
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Accounting Standards Codification
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ASU
|
|
Accounting Standards Update
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BACT
|
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Best Available Control Technology (air)
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BTA
|
|
Best Technology Available
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CAA
|
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Clean Air Act
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CAIR
|
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Clean Air Interstate Rule
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CAISO
|
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The California Independent System Operator
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CAMR
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Clean Air Mercury Rule
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CARB
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California Air Resources Board
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CCA
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California Carbon Allowances
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CCR
|
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Coal Combustion Residuals
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CEC
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California Energy Commission
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CERCLA
|
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The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
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CEO
|
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Chief Executive Officer
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CFO
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Chief Financial Officer
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CFTC
|
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U.S. Commodity Futures Trading Commission
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CO
2
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Carbon dioxide
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CO
2e
|
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The climate change potential of other GHGs relative to the global warming potential of CO
2
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CPUC
|
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California Public Utility Commission
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CRCG
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Commodity Risk Control Group
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CS
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Credit Suisse
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CSAPR
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Cross-State Air Pollution Rule
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CWA
|
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Clean Water Act
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DB
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DB Energy Trading, LLC
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DCF
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Discounted cash flow
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DCIH
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Dynegy Coal Investments Holdings, LLC
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DGIN
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Dynegy Gas Investments, LLC
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DH
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Dynegy Holdings, LLC (formerly known as Dynegy Holdings Inc.)
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DMG
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Dynegy Midwest Generation, LLC
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DMSLP
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Dynegy Midstream Services L.P.
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DMT
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Dynegy Marketing and Trade, LLC
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DPC
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Dynegy Power, LLC
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DYPM
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Dynegy Power Marketing Inc.
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EBITDA
|
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Earnings before interest, taxes, depreciation and amortization
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EEI
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Electric Energy, Inc.
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EGUs
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Electric generating units
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EMA
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Energy Management Agency Services Agreement
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EMT
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Executive Management Team
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EPA
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Environmental Protection Agency
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EWG
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Exempt Wholesale Generator
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FASB
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Financial Accounting Standards Board
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FCA
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Forward Capacity Auction
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FCM
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Forward Capacity Market
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FERC
|
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Federal Energy Regulatory Commission
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FTR
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Financial Transmission Rights
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GAAP
|
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Generally Accepted Accounting Principles of the United States of America
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Genco
|
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Illinois Power Generating Company (formerly known as Ameren Energy Generating Company)
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GHG
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Greenhouse Gas
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HAPs
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Hazardous air pollutants, as defined by the Clean Air Act
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IBEW
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International Brotherhood of Electrical Workers
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ICAP
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Installed capacity
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ICC
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Illinois Commerce Commission
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IFRS
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International Financial Reporting Standards
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IMA
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In-market Asset Availability
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IPH
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Illinois Power Holdings, LLC
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IPM
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Illinois Power Marketing Company (formerly known as Ameren Energy Marketing Company)
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IPR
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Illinois Power Resources, LLC (formerly known as New Ameren Energy Resources, LLC)
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IPCB
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Illinois Pollution Control Board
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IPGC
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Illinois Power Generating Company (formerly Ameren Energy Generating Company)
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IPRG
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Illinois Power Resources Generating, LLC (formerly known as New AERG, LLC)
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IRC
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Internal Revenue Code
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IRS
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Internal Revenue Service
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ISO
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Independent System Operator
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ISO-NE
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Independent System Operator New England
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kW
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Kilowatt
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LC
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Letter of Credit
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LGE
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Louisville Gas and Electric Company
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LIBOR
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London Interbank Offered Rate
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LMP
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Locational Marginal Pricing
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LSTC
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Liabilities Subject to Compromise
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MGGA
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Midwest Greenhouse Gas Accord
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MGGRP
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Midwestern Greenhouse Gas Reduction Program
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MISO
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Midcontinent Independent System Operator, Inc.
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MMBtu
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One Million British Thermal Units
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MRTU
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Market Redesign and Technology Update
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MSCI
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Morgan Stanley Capital International
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MW
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Megawatts
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MWh
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Megawatt Hour
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NAAQS
|
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National Ambient Air Quality Standards
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NERC
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North American Electric Reliability Corporation
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NGX
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Natural Gas Exchange Inc.
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NOL
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Net operating loss
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NO
x
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Nitrogen oxide
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NPDES
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National Pollutant Discharge Elimination System
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NRG
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NRG Energy, Inc.
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NSPS
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New Source Performance Standard
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NYISO
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New York Independent System Operator
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NYMEX
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New York Mercantile Exchange
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NYSE
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New York Stock Exchange
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OTC
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Over-the-counter
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PG&E
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Pacific Gas and Electric Company
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PJM
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PJM Interconnection, LLC
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PRB
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Powder River Basin
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PRIDE
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Producing Results through Innovation by Dynegy Employees
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PSA
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Power Supply Agreements
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PSD
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Prevention of Significant Deterioration
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PURPA
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The Public Utility Regulatory Policies Act of 1978
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QF
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Qualifying Facility
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RACT
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Reasonably Available Control Technology
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RCRA
|
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The Resource Conservation and Recovery Act of 1976, as amended
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RGGI
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Regional Greenhouse Gas Initiative
|
RMR
|
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Reliability Must Run
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RPM
|
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Reliability Pricing Model
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RTO
|
|
Regional Transmission Organization
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SACCWIS
|
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Statewide Advisory Committee on Cooling Water Intake Structures
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SCE
|
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Southern California Edison
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SCR
|
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Selective Catalytic Reduction
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SEC
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U.S. Securities and Exchange Commission
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SIP
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State Implementation Plan
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SO
2
|
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Sulfur Dioxide
|
SPDES
|
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State Pollutant Discharge Elimination System
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TVA
|
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Tennessee Valley Authority
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VaR
|
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Value at Risk
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VIE
|
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Variable Interest Entity
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VLGC
|
|
Very Large Gas Carrier
|
WCI
|
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Western Climate Initiative
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WECC
|
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Western Electricity Coordinating Council
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Facility
|
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Total Net
Generating
Capacity
(MW)(1)
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Primary
Fuel Type
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Dispatch
Type
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Location
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Region
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Baldwin
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1,800
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Coal
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Baseload
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Baldwin, IL
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MISO
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Havana (2)
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441
|
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Coal
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Baseload
|
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Havana, IL
|
|
MISO
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Hennepin
|
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293
|
|
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Coal
|
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Baseload
|
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Hennepin, IL
|
|
MISO
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Wood River (3)
|
|
446
|
|
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Coal
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Baseload
|
|
Alton, IL
|
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MISO
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Total Coal Segment
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2,980
|
|
|
|
|
|
|
|
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Coffeen
|
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915
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Coal
|
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Baseload
|
|
Montgomery County, IL
|
|
MISO
|
Joppa/EEI (4)
|
|
802
|
|
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Coal
|
|
Baseload
|
|
Joppa, IL
|
|
MISO
|
Newton
|
|
1,225
|
|
|
Coal
|
|
Baseload
|
|
Jasper County, IL
|
|
MISO
|
Duck Creek
|
|
425
|
|
|
Coal
|
|
Baseload
|
|
Canton, IL
|
|
MISO
|
E.D. Edwards
|
|
695
|
|
|
Coal
|
|
Baseload
|
|
Bartonville, IL
|
|
MISO
|
Total IPH Segment
|
|
4,062
|
|
|
|
|
|
|
|
|
|
Moss Landing Units 1-2
|
|
1,020
|
|
|
Gas
|
|
Intermediate
|
|
Monterey County, CA
|
|
CAISO
|
Units 6-7
|
|
1,509
|
|
|
Gas
|
|
Peaking
|
|
Monterey County, CA
|
|
CAISO
|
Kendall
|
|
1,200
|
|
|
Gas
|
|
Intermediate
|
|
Minooka, IL
|
|
PJM
|
Ontelaunee
|
|
580
|
|
|
Gas
|
|
Intermediate
|
|
Ontelaunee Township, PA
|
|
PJM
|
Oakland
|
|
165
|
|
|
Oil
|
|
Peaking
|
|
Oakland, CA
|
|
CAISO
|
Casco Bay
|
|
540
|
|
|
Gas
|
|
Intermediate
|
|
Veazie, ME
|
|
ISO-NE
|
Independence
|
|
1,064
|
|
|
Gas
|
|
Intermediate
|
|
Scriba, NY
|
|
NYISO
|
Black Mountain (5)
|
|
43
|
|
|
Gas
|
|
Baseload
|
|
Las Vegas, NV
|
|
WECC
|
Total Gas Segment
|
|
6,121
|
|
|
|
|
|
|
|
|
|
Total Fleet Capacity
|
|
13,163
|
|
|
|
|
|
|
|
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(1)
|
Unit capabilities are based on winter capacity. We have not included the Stallings and Oglesby facilities, consisting of approximately 150 MW that were historically included in our Coal segment, as these facilities were retired effective January 7, 2013. We also have not included the Morro Bay facility, as it is currently retired and is out of operation, effective February 5, 2014. Additionally, we have not included the DNE facilities, consisting of approximately 1,700 MW, as these facilities were deconsolidated effective October 1, 2012, and were sold during 2013. Please read
Note 23—Dispositions and Discontinued Operations
for further discussion of the sale of the DNE facilities.
|
(2)
|
Represents Unit 6 generating capacity. Units 1-5, with a combined net generating capacity of 228 MW, are retired and out of operation.
|
(3)
|
Represents Units 4 and 5 generating capacity. Units 1-3, with a combined net generating capacity of 119 MW, are retired and out of operation.
|
(4)
|
We indirectly own an 80 percent interest in this facility. Total output capacity of this facility is 1,002 MW. Additionally, Joppa has 235 MW of natural gas-fired capacity which is currently not operating and therefore excluded from the table above.
|
(5)
|
We indirectly own a 50 percent interest in this facility. Total output capacity of this facility is 85 MW.
|
•
|
Customer Focus—We focus on understanding the needs of our customers and stakeholders and delivering solutions that exceed expectations;
|
•
|
Continuous Improvement—We are committed to the pursuit of quality, efficiency and flexibility throughout our business; and
|
•
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Capital Structure Management and Allocation—We will create a sustainable and flexible capital structure with diversified liquidity sources to efficiently support and allocate resources across our business activities.
|
•
|
anticipated benefits and expected synergies resulting from the AER Acquisition and beliefs associated with the integration of operations;
|
•
|
lack of comparable financial data due to the application of fresh-start accounting;
|
•
|
expectations regarding our compliance with the Credit Agreement, including collateral demands, interest expense, any applicable financial ratios and other payments;
|
•
|
efforts to secure retail sales and the timing of such sales;
|
•
|
the timing and anticipated benefits to be achieved through our company-wide savings improvement programs, including our PRIDE initiative;
|
•
|
efforts to identify opportunities to reduce congestion and improve busbar power prices;
|
•
|
expectations regarding environmental matters, including costs of compliance, availability and adequacy of emission credits and the impact of ongoing proceedings and potential regulations or changes to current regulations, including those relating to climate change, air emissions, cooling water intake structures, coal combustion byproducts and other laws and regulations to which we are, or could become, subject;
|
•
|
beliefs, assumptions and projections regarding the demand for power, generation volumes and commodity pricing, including natural gas prices and the timing of a recovery in natural gas prices, if any;
|
•
|
sufficiency of, access to and costs associated with coal, fuel oil and natural gas inventories and transportation thereof;
|
•
|
beliefs and assumptions about market competition, generation capacity and regional supply and demand characteristics of the wholesale and retail power generation market, including the anticipation of higher market pricing over the longer term;
|
•
|
the effectiveness of our strategies to capture opportunities presented by changes in commodity prices and to manage our exposure to energy price volatility;
|
•
|
beliefs and assumptions about weather and general economic conditions;
|
•
|
projected operating or financial results, including anticipated cash flows from operations, revenues and profitability;
|
•
|
our focus on safety and our ability to efficiently operate our assets so as to capture revenue generating opportunities and operating margins;
|
•
|
beliefs about the costs and scope of the ongoing demolition and site remediation efforts at the South Bay and Vermilion facilities;
|
•
|
beliefs regarding successful renegotiation of the IBEW Local 1245 collective bargaining agreement;
|
•
|
beliefs regarding redevelopment efforts for the Morro Bay facility;
|
•
|
beliefs and assumptions regarding approval by the CPUC of the SCE 2016 transaction for Moss Landing Units 6 & 7;
|
•
|
ability to mitigate impacts associated with expiring RMR and/or capacity contracts;
|
•
|
beliefs about the outcome of legal, administrative, legislative and regulatory matters; and
|
•
|
expectations regarding performance standards and capital and maintenance expenditures.
|
•
|
the existence and effectiveness of demand-side management;
|
•
|
conservation efforts and the extent to which they impact electricity demand;
|
•
|
addition of new supplies of power from existing competitors or new market entrants as a result of the development of new generation plants, expansion of existing plants or additional transmission capacity;
|
•
|
regulatory constraints on pricing (current or future) or the functioning of the energy trading markets and energy trading generally;
|
•
|
environmental regulations and legislation;
|
•
|
weather conditions, including extreme weather conditions, and seasonal fluctuations;
|
•
|
electric supply disruptions including plant outages;
|
•
|
basis risk from transmission losses and congestion and changes in power transmission infrastructure;
|
•
|
development of new technologies for the production of natural gas;
|
•
|
fuel price volatility;
|
•
|
economic conditions; and
|
•
|
increased competition or price pressure driven by generation from renewable sources.
|
•
|
incur additional indebtedness;
|
•
|
pay dividends, repurchase or redeem stock or make investments in certain entities;
|
•
|
enter into related party transactions;
|
•
|
create certain liens;
|
•
|
enter into any agreements which limit the ability of certain subsidiaries to make dividends or otherwise transfer cash or assets to us or certain other subsidiaries;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
|
•
|
sell and acquire assets.
|
•
|
the ability to obtain required regulatory and other approvals;
|
•
|
the need to integrate acquired or combined operations with our operations;
|
•
|
potential loss of key employees;
|
•
|
difficulty in evaluating the assets, operating costs, infrastructure requirements, environmental and other liabilities and other factors beyond our control;
|
•
|
potential lack of operating experience in new geographic/power markets or with different fuel sources;
|
•
|
an increase in our expenses and working capital requirements;
|
•
|
management’s attention may be temporarily diverted; and
|
•
|
the possibility that we may be required to issue a substantial amount of additional equity and/or debt securities or assume additional debt in connection with any such transactions.
|
|
|
High
|
|
Low
|
||||
2014:
|
|
|
|
|
||||
First Quarter (through February 21, 2014)
|
|
$
|
22.70
|
|
|
$
|
19.57
|
|
2013:
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
21.93
|
|
|
$
|
18.50
|
|
Third Quarter
|
|
$
|
22.79
|
|
|
$
|
19.09
|
|
Second Quarter
|
|
$
|
24.76
|
|
|
$
|
22.00
|
|
First Quarter
|
|
$
|
23.99
|
|
|
$
|
19.39
|
|
2012:
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
19.35
|
|
|
$
|
17.35
|
|
|
|
October 3, 2012
|
|
December 31, 2012
|
|
December 31, 2013
|
||||||
Dynegy Inc.
|
|
$
|
100.00
|
|
|
$
|
99.12
|
|
|
$
|
111.50
|
|
S&P Midcap 400
|
|
$
|
100.00
|
|
|
$
|
104.44
|
|
|
$
|
139.42
|
|
Peer Group
|
|
$
|
100.00
|
|
|
$
|
102.88
|
|
|
$
|
118.36
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
|
Year Ended December 31, 2013 (1)
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012 (2)
|
|
Year Ended December 31,
|
||||||||||||||||
(in millions, except per share data)
|
|
|
|
|
|
2011(3)
|
|
2010
|
|
2009
|
|||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
|
$
|
1,466
|
|
|
$
|
312
|
|
|
|
$
|
981
|
|
|
$
|
1,333
|
|
|
$
|
2,059
|
|
|
$
|
2,195
|
|
Depreciation expense
|
|
$
|
(216
|
)
|
|
$
|
(45
|
)
|
|
|
$
|
(110
|
)
|
|
$
|
(295
|
)
|
|
$
|
(397
|
)
|
|
$
|
(327
|
)
|
Goodwill impairment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(433
|
)
|
Impairment and other charges, exclusive of goodwill impairment shown separately above
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
(146
|
)
|
|
$
|
(326
|
)
|
General and administrative expense
|
|
$
|
(97
|
)
|
|
$
|
(22
|
)
|
|
|
$
|
(56
|
)
|
|
$
|
(102
|
)
|
|
$
|
(158
|
)
|
|
$
|
(159
|
)
|
Operating income (loss)
|
|
$
|
(318
|
)
|
|
$
|
(104
|
)
|
|
|
$
|
5
|
|
|
$
|
(189
|
)
|
|
$
|
(32
|
)
|
|
$
|
(632
|
)
|
Bankruptcy reorganization items, net
|
|
$
|
(1
|
)
|
|
$
|
(3
|
)
|
|
|
$
|
1,037
|
|
|
$
|
(52
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest expense and debt extinguishment costs (4)
|
|
$
|
(108
|
)
|
|
$
|
(16
|
)
|
|
|
$
|
(120
|
)
|
|
$
|
(369
|
)
|
|
$
|
(363
|
)
|
|
$
|
(461
|
)
|
Income tax benefit
|
|
$
|
58
|
|
|
$
|
—
|
|
|
|
$
|
9
|
|
|
$
|
144
|
|
|
$
|
194
|
|
|
$
|
235
|
|
Income (loss) from continuing operations
|
|
$
|
(359
|
)
|
|
$
|
(113
|
)
|
|
|
$
|
130
|
|
|
$
|
(431
|
)
|
|
$
|
(259
|
)
|
|
$
|
(920
|
)
|
Income (loss) from discontinued operations, net of taxes (5)
|
|
$
|
3
|
|
|
$
|
6
|
|
|
|
$
|
(162
|
)
|
|
$
|
(509
|
)
|
|
$
|
17
|
|
|
$
|
(348
|
)
|
Net loss
|
|
$
|
(356
|
)
|
|
$
|
(107
|
)
|
|
|
$
|
(32
|
)
|
|
$
|
(940
|
)
|
|
$
|
(242
|
)
|
|
$
|
(1,268
|
)
|
Net loss attributable to Dynegy Inc.
|
|
$
|
(356
|
)
|
|
$
|
(107
|
)
|
|
|
$
|
(32
|
)
|
|
$
|
(940
|
)
|
|
$
|
(242
|
)
|
|
$
|
(1,253
|
)
|
Basic loss per share from continuing operations (6)
|
|
$
|
(3.59
|
)
|
|
$
|
(1.13
|
)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
Basic income per share from discontinued operations (6)
|
|
$
|
0.03
|
|
|
$
|
0.06
|
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
Basic loss per share (6)
|
|
$
|
(3.56
|
)
|
|
$
|
(1.07
|
)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
175
|
|
|
$
|
(44
|
)
|
|
|
$
|
(37
|
)
|
|
$
|
(1
|
)
|
|
$
|
423
|
|
|
$
|
152
|
|
Net cash provided by (used in) investing activities
|
|
$
|
474
|
|
|
$
|
265
|
|
|
|
$
|
278
|
|
|
$
|
(229
|
)
|
|
$
|
(520
|
)
|
|
$
|
790
|
|
Net cash provided by (used in) financing activities
|
|
$
|
(154
|
)
|
|
$
|
(328
|
)
|
|
|
$
|
(184
|
)
|
|
$
|
375
|
|
|
$
|
(69
|
)
|
|
$
|
(1,193
|
)
|
Capital expenditures, acquisitions and investments
|
|
$
|
136
|
|
|
$
|
(46
|
)
|
|
|
$
|
193
|
|
|
$
|
(21
|
)
|
|
$
|
(517
|
)
|
|
$
|
(596
|
)
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
|
December 31,
|
|
|
December 31,
|
||||||||||||||||
(amounts in millions)
|
|
2013
|
|
2012
|
|
|
2011 (2)
|
|
2010
|
|
2009
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
$
|
1,685
|
|
|
$
|
1,043
|
|
|
|
$
|
3,569
|
|
|
$
|
2,180
|
|
|
$
|
1,988
|
|
Current liabilities
|
|
$
|
721
|
|
|
$
|
347
|
|
|
|
$
|
3,051
|
|
|
$
|
1,562
|
|
|
$
|
1,848
|
|
Property, plant and equipment, net
|
|
$
|
3,315
|
|
|
$
|
3,022
|
|
|
|
$
|
2,821
|
|
|
$
|
6,273
|
|
|
$
|
7,117
|
|
Total assets
|
|
$
|
5,291
|
|
|
$
|
4,535
|
|
|
|
$
|
8,311
|
|
|
$
|
9,949
|
|
|
$
|
10,903
|
|
Notes payable and current portion of long-term debt
|
|
$
|
13
|
|
|
$
|
29
|
|
|
|
$
|
7
|
|
|
$
|
148
|
|
|
$
|
807
|
|
Long-term debt (excluding current portion) (7)
|
|
$
|
1,979
|
|
|
$
|
1,386
|
|
|
|
$
|
1,069
|
|
|
$
|
4,626
|
|
|
$
|
4,775
|
|
Capital leases not already included in long-term debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Total stockholders’/member’s equity
|
|
$
|
2,207
|
|
|
$
|
2,503
|
|
|
|
$
|
32
|
|
|
$
|
2,719
|
|
|
$
|
3,003
|
|
(1)
|
We completed the AER Acquisition effective December 2, 2013; therefore, the results of our IPH segment are only included subsequent to December 2, 2013. Please read
Note 3—Merger and Acquisitions
—
AER Transaction Agreement for further discussion.
|
(2)
|
We completed the DMG Acquisition effective June 5, 2012; therefore, the results of our Coal segment are only included subsequent to June 5, 2012. Please read
Note 3—Merger and Acquisitions
—
DMG Transfer and Acquisition for further discussion.
|
(3)
|
We completed the DMG Transfer effective September 1, 2011; therefore, the results of our Coal segment are only included prior to September 1, 2011. Please read
Note 23—Dispositions and Discontinued Operations
for further discussion.
|
(4)
|
Includes $11 million, $21 million and $46 million of debt extinguishment costs for the years ended December 31, 2013, 2011 and 2009, respectively.
|
(5)
|
Discontinued operations include the results of operations from the following businesses:
|
•
|
The DNE Debtor Entities (please read
Note 23—Dispositions and Discontinued Operations
for further discussion of the sale of the DNE facilities);
|
•
|
The Arlington Valley and Griffith power generation facilities (collectively, the “Arizona power generation facilities”) (sold fourth quarter 2009);
|
•
|
Bluegrass power generating facility (sold fourth quarter 2009); and
|
•
|
Heard County power generating facility (sold second quarter 2009).
|
(6)
|
Although Legacy Dynegy’s shares were publicly traded, DH did not have any publicly traded shares prior to the merger; therefore, no earnings (loss) per share is presented for the Predecessor.
|
(7)
|
As a result of the DH Chapter 11 Cases, we reclassified approximately $3.6 billion in long-term debt to LSTC as of December 31, 2011. These liabilities were settled upon our emergence from bankruptcy on the Plan Effective Date. Please read
Note 21—Emergence from Bankruptcy and Fresh-Start Accounting
for further discussion.
|
•
|
Prices for power, natural gas, coal and fuel oil, which in turn are largely driven by supply and demand. Demand for power can vary due to weather and general economic conditions, among other things. Power supplies similarly vary by region and are impacted significantly by available generating capacity, transmission capacity and federal and state regulation;
|
•
|
The relationship between electricity prices and prices for natural gas and coal, commonly referred to as the “spark spread” and “dark spread,” respectively, which impacts the margin we earn on the electricity we generate; and
|
•
|
Our ability to enter into commercial transactions to mitigate short- and medium- term earnings volatility and our ability to manage our liquidity requirements resulting from potential changes in collateral requirements as prices move.
|
•
|
Transmission constraints, congestion, and other factors that can affect the price differential between the locations where we deliver generated power and the liquid market hub;
|
•
|
Our ability to control capital expenditures, which primarily include maintenance, safety, environmental and reliability projects, and to control operating expenses through disciplined management;
|
•
|
Our ability to optimize our assets by maintaining a high in-market availability, reliable run-time and safe, low-cost operations;
|
•
|
Our ability to operate and market production from our facilities during periods of planned/unplanned electric transmission outages;
|
•
|
Our ability to post the collateral necessary to execute our commercial strategy;
|
•
|
The cost of compliance with existing and future environmental requirements that are likely to be more stringent and more comprehensive (please read Item 1. Business—Environmental Matters for further discussion);
|
•
|
Market supply conditions resulting from federal and regional renewable power mandates and initiatives;
|
•
|
Our ability to maintain sufficient coal inventories, which is dependent upon the continued performance of the mines, railroads and barges for deliveries of coal in a consistent and timely manner, and its impact on our ability to serve the critical winter and summer on-peak loads;
|
•
|
Costs of transportation related to coal deliveries;
|
•
|
Regional renewable energy mandates and initiatives that may alter supply conditions within the ISO and our generating units’ positions in the aggregate supply stack;
|
•
|
Changes in MISO market design or associated rules;
|
•
|
Changes in the existing bilateral MISO capacity markets and any resulting effect on future capacity revenues;
|
•
|
Our ability to maintain and operate our plants in a manner that ensures we receive full capacity payments under our various tolling agreements;
|
•
|
Our ability to mitigate impacts associated with expiring RMR and/or capacity contracts;
|
•
|
Our ability to maintain the necessary permits to continue to operate our Moss Landing facility with once-through, seawater cooling systems;
|
•
|
The costs incurred to demolish and/or remediate the South Bay and Vermilion facilities;
|
•
|
Changes in the existing bilateral CAISO resource adequacy markets and any resulting effect on future capacity revenues;
|
•
|
Access to capital markets on reasonable terms, interest rates and other costs of liquidity;
|
•
|
Interest expense; and
|
•
|
Income taxes, which will be impacted by our ability to realize value from our NOLs and AMT credits.
|
|
|
December 31, 2013
|
||||||||||
(amounts in millions)
|
|
Dynegy Inc.
|
|
IPH (1) (2)
|
|
Total
|
||||||
Revolver capacity
|
|
$
|
475
|
|
|
$
|
—
|
|
|
$
|
475
|
|
Less: Outstanding letters of credit
|
|
(157
|
)
|
|
—
|
|
|
(157
|
)
|
|||
Revolver availability
|
|
318
|
|
|
—
|
|
|
318
|
|
|||
Cash and cash equivalents
|
|
628
|
|
|
215
|
|
|
843
|
|
|||
Total available liquidity
|
|
$
|
946
|
|
|
$
|
215
|
|
|
$
|
1,161
|
|
(1)
|
Includes Cash and cash equivalents of $190 million related to Genco.
|
(2)
|
As previously discussed, due to the ring-fenced nature of IPH, cash at the IPH and Genco entities may not be moved out of these entities without meeting certain criteria. However, cash at these entities is available to support current operations of these entities.
|
(amounts in millions)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Dynegy Inc.:
|
|
|
|
|
||||
Cash (1)
|
|
$
|
22
|
|
|
$
|
64
|
|
Letters of credit
|
|
157
|
|
|
252
|
|
||
Total Dynegy Inc.
|
|
179
|
|
|
316
|
|
||
|
|
|
|
|
||||
IPH:
|
|
|
|
|
||||
Cash (1) (2)
|
|
7
|
|
|
—
|
|
||
Total IPH
|
|
7
|
|
|
—
|
|
||
|
|
|
|
|
||||
Total
|
|
$
|
186
|
|
|
$
|
316
|
|
(1)
|
Includes broker margin as well as other collateral postings included in Prepayments and other current assets on our consolidated balance sheets. As of
December 31, 2013
and
December 31, 2012
, $4 million and $8 million of cash posted as collateral were netted against Liabilities from risk management activities on our consolidated balance sheets.
|
(2)
|
Includes cash of $1 million related to Genco as of
December 31, 2013
.
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
(amounts in millions)
|
|
|
|
|
|||||||||||||
Coal (1)
|
|
$
|
42
|
|
|
$
|
26
|
|
|
|
$
|
33
|
|
|
$
|
115
|
|
IPH
|
|
1
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Gas
|
|
53
|
|
|
19
|
|
|
|
23
|
|
|
79
|
|
||||
DNE
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
2
|
|
||||
Other
|
|
2
|
|
|
1
|
|
|
|
7
|
|
|
—
|
|
||||
Total
|
|
$
|
98
|
|
|
$
|
46
|
|
|
|
$
|
63
|
|
|
$
|
196
|
|
(1)
|
On September 1, 2011, we completed the DMG Transfer. On June 5, 2012, we completed the DMG Acquisition. Therefore, capital expenditures are included only from June 6, 2012 to October 1, 2012 for the 2012 Predecessor Period and from January 1, 2011 through August 31, 2011 for the
year ended
December 31, 2011
. For the 2012 Predecessor Period and the
year ended
December 31, 2011
, including the periods that Coal was not included in our consolidated financial statements, Coal capital expenditures were $75 million and $184 million, respectively.
|
(amounts in millions)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Dynegy:
|
|
|
|
|
||||
Secured obligations
|
|
$
|
796
|
|
|
$
|
1,354
|
|
Unsecured obligations
|
|
500
|
|
|
—
|
|
||
Emissions Repurchase Agreements
|
|
17
|
|
|
—
|
|
||
Unamortized (discount)/premium
|
|
(4
|
)
|
|
61
|
|
||
Genco:
|
|
|
|
|
||||
Unsecured obligations
|
|
825
|
|
|
—
|
|
||
Unamortized discount
|
|
(142
|
)
|
|
—
|
|
||
Total long-term debt
|
|
$
|
1,992
|
|
|
$
|
1,415
|
|
Compliance Period
|
|
Consolidated Senior Secured Net Debt to Consolidated Adjusted EBITDA (1)
|
September 30, 2013 through December 31, 2013
|
|
5.00: 1.00
|
March 31, 2014 through December 31, 2014
|
|
4.00: 1.00
|
March 31, 2015 through December 31, 2015
|
|
4.75: 1.00
|
March 31, 2016 through December 31, 2016
|
|
3.75: 1.00
|
March 31, 2017 and Thereafter
|
|
3.00: 1.00
|
|
|
Required Ratio
|
Restricted payment interest coverage ratio (1)
|
|
≥1.75
|
Additional indebtedness interest coverage ratio
|
|
≥2.50
|
Additional indebtedness debt-to-capital ratio
|
|
≤60%
|
(1)
|
As of the date of the restricted payment, as defined, the minimum ratio must have been achieved for the most recently ended four fiscal quarters and projected by management to be achieved for each of the subsequent four six-month periods.
|
|
|
Moody's
|
|
Standard &
Poor's
|
Dynegy Inc.:
|
|
|
|
|
Corporate Family Rating
|
|
B2
|
|
B
|
Senior Secured
|
|
B1
|
|
BB-
|
Senior Unsecured
|
|
B3
|
|
B+
|
Genco:
|
|
|
|
|
Senior Unsecured
|
|
B3
|
|
CCC+
|
|
|
Expiration by Period
|
||||||||||||||||||
(amounts in millions)
|
|
Total
|
|
Less than
1 Year
|
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 Years
|
||||||||||
Long-term debt (including current portion)
|
|
$
|
2,138
|
|
|
$
|
14
|
|
|
$
|
27
|
|
|
$
|
316
|
|
|
$
|
1,781
|
|
Interest payments on debt
|
|
1,241
|
|
|
146
|
|
|
278
|
|
|
275
|
|
|
542
|
|
|||||
Coal commitments
|
|
691
|
|
|
357
|
|
|
287
|
|
|
47
|
|
|
—
|
|
|||||
Coal transportation
|
|
323
|
|
|
42
|
|
|
60
|
|
|
63
|
|
|
158
|
|
|||||
Operating leases
|
|
53
|
|
|
18
|
|
|
18
|
|
|
7
|
|
|
10
|
|
|||||
Gas transportation payments
|
|
126
|
|
|
37
|
|
|
39
|
|
|
25
|
|
|
25
|
|
|||||
Interconnection obligations
|
|
14
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
9
|
|
|||||
Contractual service agreements (1)
|
|
136
|
|
|
22
|
|
|
82
|
|
|
32
|
|
|
—
|
|
|||||
Pension funding obligations
|
|
100
|
|
|
4
|
|
|
20
|
|
|
38
|
|
|
38
|
|
|||||
Other obligations
|
|
42
|
|
|
32
|
|
|
4
|
|
|
2
|
|
|
4
|
|
|||||
Total contractual obligations
|
|
$
|
4,864
|
|
|
$
|
673
|
|
|
$
|
817
|
|
|
$
|
807
|
|
|
$
|
2,567
|
|
(1)
|
The table above includes projected payments through 2018 assuming the contracts remain in full force and effect; however, we currently estimate these agreements will be in effect for a period of
15
or more years. Our minimum obligation related to these agreements is limited to the termination payments.
|
•
|
Demolition and restoration obligations related to our retired power generation facilities of $17 million;
|
•
|
Severance and retention obligations of $12 million as of
December 31, 2013
in connection with a reduction in workforce and the closure of certain power generation facilities. Please read
Note 24—Restructuring Charges
for further discussion.
|
•
|
Obligations of $4 million for harbor support and utility work in connection with Moss Landing;
|
•
|
Obligations of $4 million related to information technology-related contracts;
|
•
|
Obligations of $3 million primarily for Morro Bay city improvements in connection with our Morro Bay facility; and
|
•
|
Obligations of $2 million primarily for a water supply agreement and other contracts for our Ontelaunee facility.
|
“Predecessor”
|
|
The Company, pre-emergence from bankruptcy
|
“2012 Predecessor Period”
|
|
The Company’s operations, January 1, 2012 — October 1, 2012
|
|
|
|
“Successor”
|
|
The Company, post-emergence from bankruptcy
|
“2012 Successor Period”
|
|
The Company’s operations, October 2, 2012 — December 31, 2012
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Revenues
|
|
$
|
1,466
|
|
|
$
|
312
|
|
|
|
$
|
981
|
|
|
$
|
1,333
|
|
Cost of sales
|
|
(1,145
|
)
|
|
(268
|
)
|
|
|
(662
|
)
|
|
(866
|
)
|
||||
Gross margin, exclusive of depreciation shown separately below
|
|
321
|
|
|
44
|
|
|
|
319
|
|
|
467
|
|
||||
Operating and maintenance expense, exclusive of depreciation shown separately below
|
|
(308
|
)
|
|
(81
|
)
|
|
|
(148
|
)
|
|
(254
|
)
|
||||
Depreciation expense
|
|
(216
|
)
|
|
(45
|
)
|
|
|
(110
|
)
|
|
(295
|
)
|
||||
Other charges
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(5
|
)
|
||||
Gain on sale of assets, net
|
|
2
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
General and administrative expense
|
|
(97
|
)
|
|
(22
|
)
|
|
|
(56
|
)
|
|
(102
|
)
|
||||
Acquisition and integration costs
|
|
(20
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Operating income (loss)
|
|
(318
|
)
|
|
(104
|
)
|
|
|
5
|
|
|
(189
|
)
|
||||
Bankruptcy reorganization items, net
|
|
(1
|
)
|
|
(3
|
)
|
|
|
1,037
|
|
|
(52
|
)
|
||||
Earnings from unconsolidated investments
|
|
2
|
|
|
2
|
|
|
|
—
|
|
|
—
|
|
||||
Interest expense
|
|
(97
|
)
|
|
(16
|
)
|
|
|
(120
|
)
|
|
(348
|
)
|
||||
Loss on extinguishment of debt
|
|
(11
|
)
|
|
—
|
|
|
|
—
|
|
|
(21
|
)
|
||||
Impairment of Undertaking receivable, affiliate
|
|
—
|
|
|
—
|
|
|
|
(832
|
)
|
|
—
|
|
||||
Other income and expense, net
|
|
8
|
|
|
8
|
|
|
|
31
|
|
|
35
|
|
||||
Income (loss) from continuing operations before income taxes
|
|
(417
|
)
|
|
(113
|
)
|
|
|
121
|
|
|
(575
|
)
|
||||
Income tax benefit (Note 14)
|
|
58
|
|
|
—
|
|
|
|
9
|
|
|
144
|
|
||||
Income (loss) from continuing operations
|
|
(359
|
)
|
|
(113
|
)
|
|
|
130
|
|
|
(431
|
)
|
||||
Income (loss) from discontinued operations, net of taxes
|
|
3
|
|
|
6
|
|
|
|
(162
|
)
|
|
(509
|
)
|
||||
Net loss
|
|
(356
|
)
|
|
(107
|
)
|
|
|
(32
|
)
|
|
(940
|
)
|
||||
Less: Net income (loss) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Net loss attributable to Dynegy Inc.
|
|
$
|
(356
|
)
|
|
$
|
(107
|
)
|
|
|
$
|
(32
|
)
|
|
$
|
(940
|
)
|
|
|
Successor
|
||||||||||||||||||
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Revenues
|
|
$
|
467
|
|
|
$
|
67
|
|
|
$
|
932
|
|
|
$
|
—
|
|
|
$
|
1,466
|
|
Cost of sales
|
|
(459
|
)
|
|
(46
|
)
|
|
(640
|
)
|
|
—
|
|
|
(1,145
|
)
|
|||||
Gross margin, exclusive of depreciation shown separately below
|
|
8
|
|
|
21
|
|
|
292
|
|
|
—
|
|
|
321
|
|
|||||
Operating and maintenance expense, exclusive of depreciation expense shown separately below
|
|
(167
|
)
|
|
(15
|
)
|
|
(125
|
)
|
|
(1
|
)
|
|
(308
|
)
|
|||||
Depreciation expense
|
|
(50
|
)
|
|
(3
|
)
|
|
(160
|
)
|
|
(3
|
)
|
|
(216
|
)
|
|||||
Gain on sale of assets, net
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
(97
|
)
|
|||||
Acquisition and integration costs (1)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||
Operating income (loss)
|
|
$
|
(207
|
)
|
|
$
|
(17
|
)
|
|
$
|
7
|
|
|
$
|
(101
|
)
|
|
$
|
(318
|
)
|
(1)
|
Relates to costs associated with the AER Transaction Agreement. Please read
Note 3—Merger and Acquisitions
for further discussion.
|
|
|
Successor
|
||||||||||||||
|
|
October 2 Through December 31, 2012
|
||||||||||||||
(amounts in millions)
|
|
Coal
|
|
Gas
|
|
Other
|
|
Total
|
||||||||
Revenues
|
|
$
|
107
|
|
|
$
|
205
|
|
|
$
|
—
|
|
|
$
|
312
|
|
Cost of sales
|
|
(110
|
)
|
|
(158
|
)
|
|
—
|
|
|
(268
|
)
|
||||
Gross margin, exclusive of depreciation shown separately below
|
|
(3
|
)
|
|
47
|
|
|
—
|
|
|
44
|
|
||||
Operating and maintenance expense, exclusive of depreciation and expense shown separately below
|
|
(38
|
)
|
|
(42
|
)
|
|
(1
|
)
|
|
(81
|
)
|
||||
Depreciation expense
|
|
(8
|
)
|
|
(36
|
)
|
|
(1
|
)
|
|
(45
|
)
|
||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
||||
Operating loss
|
|
$
|
(49
|
)
|
|
$
|
(31
|
)
|
|
$
|
(24
|
)
|
|
$
|
(104
|
)
|
|
|
Predecessor
|
||||||||||||||
|
|
January 1 Through October 1, 2012
|
||||||||||||||
(amounts in millions)
|
|
Coal
|
|
Gas
|
|
Other
|
|
Total
|
||||||||
Revenues
|
|
$
|
166
|
|
|
$
|
815
|
|
|
$
|
—
|
|
|
$
|
981
|
|
Cost of sales
|
|
(161
|
)
|
|
(501
|
)
|
|
—
|
|
|
(662
|
)
|
||||
Gross margin, exclusive of depreciation shown separately below
|
|
5
|
|
|
314
|
|
|
—
|
|
|
319
|
|
||||
Operating and maintenance expense, exclusive of depreciation expense shown separately below
|
|
(55
|
)
|
|
(95
|
)
|
|
2
|
|
|
(148
|
)
|
||||
Depreciation expense
|
|
(13
|
)
|
|
(91
|
)
|
|
(6
|
)
|
|
(110
|
)
|
||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
(56
|
)
|
||||
Operating income (loss)
|
|
$
|
(63
|
)
|
|
$
|
128
|
|
|
$
|
(60
|
)
|
|
$
|
5
|
|
|
|
Predecessor
|
||||||||||||||
|
|
Year Ended December 31, 2011
|
||||||||||||||
(amounts in millions)
|
|
Coal
|
|
Gas
|
|
Other
|
|
Total
|
||||||||
Revenues
|
|
$
|
460
|
|
|
$
|
872
|
|
|
$
|
1
|
|
|
$
|
1,333
|
|
Cost of sales
|
|
(237
|
)
|
|
(629
|
)
|
|
—
|
|
|
(866
|
)
|
||||
Gross margin, exclusive of depreciation shown separately below
|
|
223
|
|
|
243
|
|
|
1
|
|
|
467
|
|
||||
Operating and maintenance expense, exclusive of depreciation shown separately below
|
|
(105
|
)
|
|
(148
|
)
|
|
(1
|
)
|
|
(254
|
)
|
||||
Depreciation expense
|
|
(156
|
)
|
|
(132
|
)
|
|
(7
|
)
|
|
(295
|
)
|
||||
Other charges
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
|
(102
|
)
|
||||
Operating loss
|
|
$
|
(38
|
)
|
|
$
|
(37
|
)
|
|
$
|
(114
|
)
|
|
$
|
(189
|
)
|
|
|
Successor
|
||||||||||||||||||
|
|
Year Ended December 31, 2013
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
(356
|
)
|
||||||||
Income from discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
(58
|
)
|
|||||||||
Bankruptcy reorganization items, net
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
97
|
|
|||||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
11
|
|
|||||||||
Earnings from unconsolidated investments
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|||||||||
Other items, net
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|||||||||
Operating income (loss)
|
|
$
|
(207
|
)
|
|
$
|
(17
|
)
|
|
$
|
7
|
|
|
$
|
(101
|
)
|
|
$
|
(318
|
)
|
Depreciation expense
|
|
50
|
|
|
3
|
|
|
160
|
|
|
3
|
|
|
216
|
|
|||||
Bankruptcy reorganization items, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Amortization of intangible assets and liabilities
|
|
126
|
|
|
(2
|
)
|
|
127
|
|
|
—
|
|
|
251
|
|
|||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Other items, net
|
|
—
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|
8
|
|
|||||
EBITDA
|
|
(31
|
)
|
|
(16
|
)
|
|
298
|
|
|
(93
|
)
|
|
158
|
|
|||||
Bankruptcy reorganization items, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Acquisition and integration costs
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||
Mark-to-market loss, net
|
|
25
|
|
|
8
|
|
|
4
|
|
|
—
|
|
|
37
|
|
|||||
Change in fair value of common stock warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Restructuring costs and other expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|||||
Other
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Adjusted EBITDA
|
|
$
|
(4
|
)
|
|
$
|
12
|
|
|
$
|
302
|
|
|
$
|
(83
|
)
|
|
$
|
227
|
|
|
|
Combined (2)
|
||||||||||||||
|
|
Year Ended December 31, 2012
|
||||||||||||||
(amounts in millions)
|
|
Coal
|
|
Gas
|
|
Other
|
|
Total
|
||||||||
Net loss
|
|
|
|
|
|
|
|
$
|
(139
|
)
|
||||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
|
156
|
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
(9
|
)
|
|||||||
Impairment of Undertaking receivable, affiliate
|
|
|
|
|
|
|
|
832
|
|
|||||||
Bankruptcy reorganization items, net
|
|
|
|
|
|
|
|
(1,034
|
)
|
|||||||
Interest expense
|
|
|
|
|
|
|
|
136
|
|
|||||||
Earnings from unconsolidated investments
|
|
|
|
|
|
|
|
(2
|
)
|
|||||||
Other items, net
|
|
|
|
|
|
|
|
(39
|
)
|
|||||||
Operating income (loss)
|
|
$
|
(112
|
)
|
|
$
|
97
|
|
|
$
|
(84
|
)
|
|
$
|
(99
|
)
|
Impairment of Undertaking receivable, affiliate
|
|
—
|
|
|
—
|
|
|
(832
|
)
|
|
(832
|
)
|
||||
Bankruptcy reorganization items, net
|
|
—
|
|
|
—
|
|
|
1,034
|
|
|
1,034
|
|
||||
Depreciation expense
|
|
21
|
|
|
127
|
|
|
7
|
|
|
155
|
|
||||
Amortization of intangible assets and liabilities
|
|
78
|
|
|
61
|
|
|
—
|
|
|
139
|
|
||||
Earnings from unconsolidated investments
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Other items, net
|
|
5
|
|
|
2
|
|
|
32
|
|
|
39
|
|
||||
EBITDA
|
|
(8
|
)
|
|
289
|
|
|
157
|
|
|
438
|
|
||||
Impairment of Undertaking receivable, affiliate
|
|
—
|
|
|
—
|
|
|
832
|
|
|
832
|
|
||||
Bankruptcy reorganization items, net
|
|
—
|
|
|
—
|
|
|
(1,034
|
)
|
|
(1,034
|
)
|
||||
Interest income on Undertaking receivable
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(24
|
)
|
||||
Restructuring costs and other expense
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Mark-to-market (gain) loss, net
|
|
7
|
|
|
(166
|
)
|
|
—
|
|
|
(159
|
)
|
||||
Premium adjustment
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Changes in fair value of common stock warrants
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
||||
Adjusted EBITDA from Dynegy
|
|
—
|
|
|
122
|
|
|
(74
|
)
|
|
48
|
|
||||
Adjusted EBITDA from Legacy Dynegy (1)
|
|
20
|
|
|
—
|
|
|
(11
|
)
|
|
9
|
|
||||
Adjusted EBITDA
|
|
$
|
20
|
|
|
$
|
122
|
|
|
$
|
(85
|
)
|
|
$
|
57
|
|
(1)
|
Our 2012 consolidated results reflect the results of our accounting predecessor, DH. Therefore, the results of our Coal segment are not included in our consolidated results for the period from January 1, 2012 through June 5, 2012. However, we have included the Adjusted EBITDA related to the Coal segment for the period from January 1, 2012 through June 5, 2012 in this adjustment because it is part of our ongoing business and management uses Adjusted EBITDA to evaluate the operating performance of our entire power generation fleet.
|
(2)
|
For purposes of presenting Adjusted EBITDA for the year ended December 31, 2012, we combined the 2012 Successor Period and the 2012 Predecessor Period in order to reconcile our non-GAAP measure to its nearest comparable GAAP measure. The combined Successor and Predecessor periods are also non-GAAP due to fresh-start accounting. Therefore, the following table is provided to reconcile the combined amounts to the separate Successor and Predecessor periods.
|
|
|
Successor
|
|
Predecessor
|
|
|
||||||
(amounts in millions)
|
|
October 2 Through December 31, 2012
|
|
January 1 Through October 1, 2012
|
|
Total
|
||||||
Net loss
|
|
$
|
(107
|
)
|
|
$
|
(32
|
)
|
|
$
|
(139
|
)
|
Loss from discontinued operations, net of tax
|
|
(6
|
)
|
|
162
|
|
|
156
|
|
|||
Income tax benefit
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||
Impairment of Undertaking receivable, affiliate
|
|
—
|
|
|
832
|
|
|
832
|
|
|||
Bankruptcy reorganization items, net
|
|
3
|
|
|
(1,037
|
)
|
|
(1,034
|
)
|
|||
Interest expense
|
|
16
|
|
|
120
|
|
|
136
|
|
|||
Earnings from unconsolidated investments
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Other items, net
|
|
(8
|
)
|
|
(31
|
)
|
|
(39
|
)
|
|||
Operating income (loss)
|
|
(104
|
)
|
|
5
|
|
|
(99
|
)
|
|||
Impairment of Undertaking receivable, affiliate
|
|
—
|
|
|
(832
|
)
|
|
(832
|
)
|
|||
Bankruptcy reorganization items, net
|
|
(3
|
)
|
|
1,037
|
|
|
1,034
|
|
|||
Depreciation expense
|
|
45
|
|
|
110
|
|
|
155
|
|
|||
Amortization of intangible assets and liabilities
|
|
60
|
|
|
79
|
|
|
139
|
|
|||
Earnings from unconsolidated investments
|
|
2
|
|
|
—
|
|
|
2
|
|
|||
Other items, net
|
|
8
|
|
|
31
|
|
|
39
|
|
|||
EBITDA
|
|
$
|
8
|
|
|
$
|
430
|
|
|
$
|
438
|
|
|
|
Predecessor
|
||||||||||||||
|
|
Year Ended December 31, 2011
|
||||||||||||||
(amounts in millions)
|
|
Coal
|
|
Gas
|
|
Other
|
|
Total
|
||||||||
Net loss
|
|
|
|
|
|
|
|
$
|
(940
|
)
|
||||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
|
509
|
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
(144
|
)
|
|||||||
Interest expense and debt extinguishment costs
|
|
|
|
|
|
|
|
369
|
|
|||||||
Bankruptcy reorganization items, net
|
|
|
|
|
|
|
|
52
|
|
|||||||
Other items, net
|
|
|
|
|
|
|
|
(35
|
)
|
|||||||
Operating loss
|
|
$
|
(38
|
)
|
|
$
|
(37
|
)
|
|
$
|
(114
|
)
|
|
$
|
(189
|
)
|
Bankruptcy reorganization items, net
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
(52
|
)
|
||||
Other items, net
|
|
2
|
|
|
2
|
|
|
31
|
|
|
35
|
|
||||
Depreciation expense
|
|
156
|
|
|
132
|
|
|
7
|
|
|
295
|
|
||||
EBITDA from continuing operations
|
|
120
|
|
|
97
|
|
|
(128
|
)
|
|
89
|
|
||||
Merger termination fee, restructuring costs and other expenses
|
|
(1
|
)
|
|
7
|
|
|
25
|
|
|
31
|
|
||||
Bankruptcy reorganization items, net
|
|
—
|
|
|
—
|
|
|
52
|
|
|
52
|
|
||||
Mark-to-market loss, net
|
|
76
|
|
|
51
|
|
|
4
|
|
|
131
|
|
||||
Adjusted EBITDA from Dynegy
|
|
195
|
|
|
155
|
|
|
(47
|
)
|
|
303
|
|
||||
Adjusted EBITDA from Legacy Dynegy (1)
|
|
48
|
|
|
—
|
|
|
(51
|
)
|
|
(3
|
)
|
||||
Adjusted EBITDA from continuing operations
|
|
$
|
243
|
|
|
$
|
155
|
|
|
$
|
(98
|
)
|
|
$
|
300
|
|
Adjusted EBITDA from discontinued operations
|
|
|
|
|
|
|
|
(19
|
)
|
|||||||
Adjusted EBITDA
|
|
|
|
|
|
|
|
$
|
281
|
|
(1)
|
Our 2011 consolidated results reflect the results of our accounting predecessor, DH. Therefore, the results of our Coal segment are not included in our consolidated results for the period from September 1, 2011 through December 31, 2011. However, we have included the Adjusted EBITDA related to the Coal segment for the period from September 1, 2011 through December 31, 2011 in this adjustment because it is part of our ongoing business and management uses Adjusted EBITDA to evaluate the operating performance of our entire power generation fleet.
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(dollars in millions, except for price information)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
$
|
519
|
|
|
$
|
105
|
|
|
|
$
|
184
|
|
|
$
|
512
|
|
Mark-to-market gain (loss), net
|
|
(25
|
)
|
|
7
|
|
|
|
(14
|
)
|
|
(76
|
)
|
||||
Other (1)
|
|
(27
|
)
|
|
(5
|
)
|
|
|
(4
|
)
|
|
24
|
|
||||
Total operating revenues
|
|
467
|
|
|
107
|
|
|
|
166
|
|
|
460
|
|
||||
Operating costs
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
|
(333
|
)
|
|
(82
|
)
|
|
|
(112
|
)
|
|
(237
|
)
|
||||
Contract amortization
|
|
(126
|
)
|
|
(28
|
)
|
|
|
(49
|
)
|
|
—
|
|
||||
Total operating costs
|
|
(459
|
)
|
|
(110
|
)
|
|
|
(161
|
)
|
|
(237
|
)
|
||||
Gross margin
|
|
8
|
|
|
(3
|
)
|
|
|
5
|
|
|
223
|
|
||||
Operating and maintenance expense
|
|
(167
|
)
|
|
(38
|
)
|
|
|
(55
|
)
|
|
(105
|
)
|
||||
Depreciation expense
|
|
(50
|
)
|
|
(8
|
)
|
|
|
(13
|
)
|
|
(156
|
)
|
||||
Gain on sale of assets, net
|
|
2
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Operating loss
|
|
(207
|
)
|
|
(49
|
)
|
|
|
(63
|
)
|
|
(38
|
)
|
||||
Depreciation expense
|
|
50
|
|
|
8
|
|
|
|
13
|
|
|
156
|
|
||||
Amortization of intangible assets and liabilities
|
|
126
|
|
|
29
|
|
|
|
49
|
|
|
—
|
|
||||
Other items, net
|
|
—
|
|
|
—
|
|
|
|
5
|
|
|
2
|
|
||||
EBITDA
|
|
(31
|
)
|
|
(12
|
)
|
|
|
4
|
|
|
120
|
|
||||
Mark-to-market (gain) loss, net
|
|
25
|
|
|
(6
|
)
|
|
|
13
|
|
|
76
|
|
||||
Other expenses
|
|
2
|
|
|
1
|
|
|
|
—
|
|
|
(1
|
)
|
||||
Adjusted EBITDA (2)
|
|
$
|
(4
|
)
|
|
$
|
(17
|
)
|
|
|
$
|
17
|
|
|
$
|
195
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Million Megawatt Hours Generated (3)
|
|
20.4
|
|
|
4.7
|
|
|
|
6.6
|
|
|
15.6
|
|
||||
In Market Availability for Coal Fired Facilities (4)
|
|
89
|
%
|
|
86
|
%
|
|
|
93
|
%
|
|
92
|
%
|
||||
Average Quoted Market Power Prices ($/MWh) (5):
|
|
|
|
|
|
|
|
|
|
||||||||
On-Peak: Indiana (Indy Hub)
|
|
$
|
38.04
|
|
|
$
|
34.76
|
|
|
|
$
|
39.72
|
|
|
$
|
44.80
|
|
Off-Peak: Indiana (Indy Hub)
|
|
$
|
27.50
|
|
|
$
|
25.94
|
|
|
|
$
|
23.88
|
|
|
$
|
30.36
|
|
(2)
|
Legacy Dynegy’s adjusted EBITDA was
$20 million
for the period January 1, 2012 through June 5, 2012 and
$48 million
for the period September 1, 2011 through December 31, 2011.
|
(3)
|
Reflects production volumes in million MWh generated during the periods Coal was included in our consolidated results. Generation volumes were 19.9 million MWh and 22.2 million MWh for the full twelve months ended December 31, 2012 and 2011, respectively.
|
|
|
Successor
|
||
(dollars in millions, except for price information)
|
|
Year Ended December 31, 2013
|
||
Operating Revenues
|
|
|
||
Energy
|
|
$
|
65
|
|
Mark-to-market loss, net
|
|
(8
|
)
|
|
Contract amortization
|
|
(3
|
)
|
|
Other (1)
|
|
13
|
|
|
Total operating revenues
|
|
67
|
|
|
Operating Costs
|
|
|
||
Cost of sales
|
|
(51
|
)
|
|
Contract amortization
|
|
5
|
|
|
Total operating costs
|
|
(46
|
)
|
|
Gross margin
|
|
21
|
|
|
Operating and maintenance expense
|
|
(15
|
)
|
|
Depreciation expense
|
|
(3
|
)
|
|
Acquisition and integration costs
|
|
(20
|
)
|
|
Operating loss
|
|
(17
|
)
|
|
Depreciation expense
|
|
3
|
|
|
Amortization of intangible assets and liabilities
|
|
(2
|
)
|
|
EBITDA
|
|
(16
|
)
|
|
Mark-to-market loss, net
|
|
8
|
|
|
Acquisition and integration costs
|
|
20
|
|
|
Adjusted EBITDA
|
|
$
|
12
|
|
|
|
|
||
Million Megawatt Hours Generated (2)
|
|
2.4
|
|
|
In Market Availability for Coal Fired Facilities (3)
|
|
90
|
%
|
|
Average Quoted Market Power Prices ($/MWh) (4):
|
|
|
||
On-Peak: Indiana (Indy Hub)
|
|
$
|
40.32
|
|
Off-Peak: Indiana (Indy Hub)
|
|
$
|
30.82
|
|
(1)
|
Other includes financial settlements, ancillary services and other miscellaneous items.
|
(2)
|
Reflects production volumes in million MWh generated during the period IPH was included in our consolidated results.
|
(3)
|
Reflects the percentage of generation available during the period IPH was included in our consolidated results.
|
(4)
|
Reflects the average of day-ahead quoted prices for the period IPH was included in our consolidated results and does not necessarily reflect prices we realized.
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(dollars in millions, except for price information)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
||||||||
Energy
|
|
$
|
649
|
|
|
$
|
118
|
|
|
|
$
|
492
|
|
|
$
|
489
|
|
Capacity
|
|
237
|
|
|
50
|
|
|
|
194
|
|
|
257
|
|
||||
Mark-to-market gain (loss), net
|
|
(4
|
)
|
|
39
|
|
|
|
117
|
|
|
(61
|
)
|
||||
Contract amortization
|
|
(135
|
)
|
|
(34
|
)
|
|
|
(32
|
)
|
|
(43
|
)
|
||||
Other (1)
|
|
185
|
|
|
32
|
|
|
|
44
|
|
|
230
|
|
||||
Total operating revenues
|
|
932
|
|
|
205
|
|
|
|
815
|
|
|
872
|
|
||||
Operating Costs
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
|
(648
|
)
|
|
(160
|
)
|
|
|
(504
|
)
|
|
(634
|
)
|
||||
Contract amortization
|
|
8
|
|
|
2
|
|
|
|
3
|
|
|
5
|
|
||||
Total operating costs
|
|
(640
|
)
|
|
(158
|
)
|
|
|
(501
|
)
|
|
(629
|
)
|
||||
Gross margin
|
|
292
|
|
|
47
|
|
|
|
314
|
|
|
243
|
|
||||
Operating and maintenance expense
|
|
(125
|
)
|
|
(42
|
)
|
|
|
(95
|
)
|
|
(148
|
)
|
||||
Depreciation expense
|
|
(160
|
)
|
|
(36
|
)
|
|
|
(91
|
)
|
|
(132
|
)
|
||||
Operating income (loss)
|
|
7
|
|
|
(31
|
)
|
|
|
128
|
|
|
(37
|
)
|
||||
Depreciation expense
|
|
160
|
|
|
36
|
|
|
|
91
|
|
|
132
|
|
||||
Amortization of intangible assets and liabilities
|
|
127
|
|
|
32
|
|
|
|
29
|
|
|
—
|
|
||||
Earnings from unconsolidated investments
|
|
2
|
|
|
2
|
|
|
|
—
|
|
|
—
|
|
||||
Other items, net
|
|
2
|
|
|
—
|
|
|
|
2
|
|
|
2
|
|
||||
EBITDA
|
|
298
|
|
|
39
|
|
|
|
250
|
|
|
97
|
|
||||
Mark-to-market (gain) loss, net
|
|
4
|
|
|
(39
|
)
|
|
|
(127
|
)
|
|
51
|
|
||||
Premium adjustment
|
|
—
|
|
|
(2
|
)
|
|
|
1
|
|
|
—
|
|
||||
Other expenses
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
7
|
|
||||
Adjusted EBITDA
|
|
$
|
302
|
|
|
$
|
(2
|
)
|
|
|
$
|
124
|
|
|
$
|
155
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Million Megawatt Hours Generated (2)
|
|
16.2
|
|
|
3.5
|
|
|
|
16.9
|
|
|
12.3
|
|
||||
In Market Availability for Combined Cycle Facilities (3)
|
|
97
|
%
|
|
83
|
%
|
|
|
98
|
%
|
|
94
|
%
|
||||
Average Capacity Factor for Combined Cycle Facilities (4)
|
|
43
|
%
|
|
36
|
%
|
|
|
57
|
%
|
|
21
|
%
|
||||
Average Market On-Peak Spark Spreads ($/MWh) (5)
|
|
$
|
15.71
|
|
|
$
|
13.05
|
|
|
|
$
|
15.04
|
|
|
$
|
12.74
|
|
Average Market Off-Peak Spark Spreads ($/MWh) (5)
|
|
$
|
3.50
|
|
|
$
|
3.15
|
|
|
|
$
|
4.71
|
|
|
$
|
0.62
|
|
Average natural gas price—Henry Hub ($/MMBtu) (6)
|
|
$
|
3.72
|
|
|
$
|
3.39
|
|
|
|
$
|
2.53
|
|
|
$
|
3.99
|
|
(1)
|
Other includes ancillary services, RMR, tolls, natural gas, financial settlements, option premiums and other miscellaneous items.
|
(2)
|
Includes our ownership percentage in the MWh generated by our investment in the Black Mountain power generation facility.
|
(3)
|
Reflects the percentage of generation available when market prices are such that these units could be profitably dispatched.
|
(4)
|
Reflects actual production as a percentage of available capacity.
|
(5)
|
Reflects the average of our on- or off-peak spark spreads at the following facilities: Commonwealth Edison (NI Hub), PJM West, North of Path 15 (NP 15), New York - Zone A and Mass Hub.
|
(6)
|
Reflects the average of daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
•
|
Revenue Recognition and Derivative Instruments;
|
•
|
Fair Value Measurements;
|
•
|
Accounting for Income Taxes; and
|
•
|
Business Combinations and Fresh-Start Accounting.
|
•
|
Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as listed equities.
|
•
|
Level 2—Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using industry-standard models or other valuation methodologies, in which substantially all assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over the counter forwards, options, and swaps.
|
•
|
Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Level 3 instruments include those that may be more structured or otherwise tailored to our needs. At each balance sheet date, we perform an analysis of all instruments and include in Level 3 all of those whose fair value is based on significant unobservable inputs.
|
(amounts in millions)
|
|
|
||
Fair value of portfolio at December 31, 2012
|
|
$
|
(50
|
)
|
Risk management losses recognized through the statement of operations in the period, net
|
|
(46
|
)
|
|
Contracts realized or otherwise settled during the period
|
|
8
|
|
|
AER Acquisition
|
|
30
|
|
|
Change in collateral/margin netting
|
|
(4
|
)
|
|
Fair value of portfolio at December 31, 2013
|
|
$
|
(62
|
)
|
(amounts in millions)
|
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||||
Market quotations (1) (2)
|
|
$
|
(76
|
)
|
|
$
|
(47
|
)
|
|
$
|
(17
|
)
|
|
$
|
(11
|
)
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
|
$
|
4
|
|
Prices based on models (2)
|
|
10
|
|
|
2
|
|
|
6
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total (3)
|
|
$
|
(66
|
)
|
|
$
|
(45
|
)
|
|
$
|
(11
|
)
|
|
$
|
(9
|
)
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
|
$
|
4
|
|
(1)
|
Prices obtained from actively traded, liquid markets for commodities.
|
(2)
|
The market quotations category represents our transactions classified as Level 1 and Level 2. The prices based on models category represents transactions classified as Level 3. Please read
Note 4—Risk Management Activities, Derivatives and Financial Instruments
for further discussion.
|
(3)
|
Excludes
$4 million
of broker margin that has been netted against Risk management liabilities on our consolidated balance sheet. Please read
Note 4—Risk Management Activities, Derivatives and Financial Instruments
for further discussion.
|
•
|
manage and hedge our fixed-price purchase and sales commitments;
|
•
|
reduce our exposure to the volatility of cash market prices; and
|
•
|
hedge our fuel requirements for our generating facilities.
|
•
|
commodity price risks result from exposures to changes in spot prices, forward prices and volatilities in commodities, such as electricity, natural gas, coal, fuel oil, emissions and other similar products; and
|
•
|
interest rate risks primarily result from exposures to changes in the level, slope and curvature of the yield curve and the volatility of interest rates.
|
(amounts in millions)
|
|
December 31,
2013
|
|
December 31,
2012
|
||||
One day VaR—95 percent confidence level
|
|
$
|
7
|
|
|
$
|
2
|
|
One day VaR—99 percent confidence level
|
|
$
|
10
|
|
|
$
|
3
|
|
Average VaR for the year-to-date period—95 percent confidence level
|
|
$
|
4
|
|
|
$
|
4
|
|
(amounts in millions)
|
|
Investment
Grade Quality
|
|
Non-Investment
Grade Quality
|
|
Total
|
||||||
Type of Business:
|
|
|
|
|
|
|
|
|
|
|||
Financial institutions
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Oil and gas producers
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Utility and power generators
|
|
20
|
|
|
—
|
|
|
20
|
|
|||
Commercial/industrial/end users
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Interest rate swaps (in millions of U.S. dollars) (1)
|
|
$
|
796
|
|
|
$
|
1,100
|
|
Fixed interest rate paid (percent)
|
|
3.15
|
|
|
2.22
|
|
||
Interest rate caps (in millions of U.S. dollars) (2)
|
|
$
|
—
|
|
|
$
|
1,400
|
|
Interest rate threshold (percent)
|
|
—
|
|
|
2.00
|
|
(1)
|
The calculation period for $250 million of the interest rate swaps began June 30, 2013, and the calculation period for the remaining $546 million began October 31, 2013.
|
(2)
|
The $1,400 million interest rate caps were terminated in July 2013.
|
(i)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Plan Category
|
|
Number of securities
to be issued upon
exercise of
outstanding options and rights (a)
|
|
Weighted-average
exercise price of
outstanding options and rights (b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)) (c)
|
||||
Equity compensation plans approved by security holders (1)
|
|
1,868,728
|
|
|
$
|
21.29
|
|
|
4,013,008
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,868,728
|
|
|
$
|
21.29
|
|
|
4,013,008
|
|
(1)
|
The plan that is approved by our security holders is the 2012 Long Term Incentive Plan. Please read
Note 17—Capital Stock
—Stock Award Plans for further discussion.
|
Exhibit
Number
|
|
|
Description
|
2.1
|
|
|
Confirmation Order for Dynegy Inc. and Dynegy Holdings, LLC, as entered by the Bankruptcy Court on September 10, 2012 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc. and Dynegy Holdings, LLC filed on September 13, 2012, File No. 001-33443).
|
2.2
|
|
|
Agreement and Plan of Merger between Dynegy Inc. and Dynegy Holdings, LLC, dated September 28, 2012 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on October 2, 2012, File No. 001-33443).
|
*2.3
|
|
|
Transaction Agreement by and between Ameren Corporation and Illinois Power Holdings, LLC, dated as of March 14, 2013 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc. filed on March 15, 2013 File No. 001-33443).
|
*2.4
|
|
|
Letter Agreement, dated December 2, 2013, between Ameren Corporation and Illinois Power Holdings, LLC, amending the Transaction Agreement, dated as of March 14, 2013 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Dynegy Inc. filed on December 4, 2013 File No. 001-33443).
|
2.5
|
|
|
Confirmation Order for Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C., and Dynegy Roseton, L.L.C., as entered by the Bankruptcy Court on March 15, 2013 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc. filed on March 19, 2013 File No. 001-33443).
|
3.1
|
|
|
Dynegy Inc. Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Dynegy Inc. filed on October 4, 2012, File No. 001-33443).
|
3.2
|
|
|
Dynegy Inc. Fifth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Dynegy Inc. filed on February 27, 2014, File No. 001-33443).
|
4.1
|
|
|
Registration Rights Agreement, dated October 1, 2012, by and among the Company and the investors party thereto (Common Stock) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Dynegy Inc. filed on October 4, 2012, File No. 001-33443).
|
4.2
|
|
|
Indenture, dated May 20, 2013, among Dynegy Inc., the Guarantors and Wilmington Trust, National Association as Trustee (5.875% Senior Notes due 2023) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Dynegy Inc. filed on May 21, 2013 File No. 001-33443).
|
***4.3
|
|
|
First Supplemental Indenture dated as of December 5, 2013 to the Indenture, dated May 20, 2013, among Dynegy Inc., the Guarantors and Wilmington Trust, National Association as Trustee.
|
4.4
|
|
|
Registration Rights Agreement, dated May 20, 2013, among Dynegy Inc., the Guarantors, Morgan Stanley and Credit Suisse (related to 5.875% Senior Notes) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Dynegy Inc. filed on May 21, 2013 File No. 001-33443).
|
4.5
|
|
|
Indenture dated as of November 1, 2000, from Ameren Energy Generating Company to The Bank of New York Mellon Trust Company, N.A., as successor trustee (Genco Indenture) (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 Filed March 6, 2001, File No. 333-56594).
|
4.6
|
|
|
Third Supplemental Indenture dated as of June 1, 2002, to Genco Indenture, relating to Genco's 7.95% Senior Notes, Series E due 2032 (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 333-56594).
|
4.7
|
|
|
Fourth Supplemental Indenture dated as of January 15, 2003, to Genco Indenture, relating to Genco 7.95% Senior Notes, Series F due 2032 (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K for the ended December 31, 2002, File No. 333-56594
|
4.8
|
|
|
Fifth Supplemental Indenture dated as of April 1, 2008, to Genco Indenture, relating to Genco 7.00% Senior Notes, Series G due 2018 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Ameren Energy Generating Company filed on April 9, 2008 File No. 333-56594
|
4.9
|
|
|
Sixth Supplemental Indenture, dated as of July 7, 2008, to Genco Indenture, relating to Genco 7.00% Senior Notes, Series H due 2018 (incorporated by reference to Exhibit 4.55 to the Registration Statement on Form S-3 Filed November 17, 2008, File No. 333-56594).
|
4.10
|
|
|
Seventh Supplemental Indenture, dated as of November 1, 2009, to Genco Indenture, relating to Genco 6.30% Senior Notes, Series I due 2020 (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K of Ameren Energy Generating Company filed on November 17, 2009 File No. 333-56594).
|
4.11
|
|
|
Registration Rights Agreement, dated June 6, 2002 among Ameren Energy Generating Company and the Initial Purchasers relating to the Ameren Energy Generating Company’s 7.95% Senior Notes, Series E due 2032 (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 333-56594).
|
4.12
|
|
|
Registration Rights Agreement, dated April 9, 2008 among Ameren Energy Generating Company and the Initial Purchasers relating to the Ameren Energy Generating Company’s 7.00% Senior Notes, Series G due 2018 (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-4 Filed May 19, 2008, File No. 333-56594).
|
10.1
|
|
|
Limited Guaranty, dated March 14, 2013, by Dynegy Inc. in favor of Ameren Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on March 15, 2013 File No. 001-33443).
|
10.2
|
|
|
Dynegy Inc. Executive Severance Pay Plan, as amended and restated effective as of January 1, 2008 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on January 4, 2008, File No. 001-33443).††
|
10.3
|
|
|
First Amendment to the Dynegy Inc. Executive Severance Pay Plan effective as of January 1, 2010 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2009 of Dynegy Inc, File No. 1-15659).††
|
10.4
|
|
|
Second Amendment to the Dynegy Inc. Executive Severance Pay Plan, dated as of September 20, 2010. (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2010 of Dynegy Inc, File No. 1-15659).††
|
10.5
|
|
|
Third Amendment to the Dynegy Inc. Executive Severance Pay Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on March 22, 2011, File No. 1-33443).††
|
10.6
|
|
|
Fourth Amendment to the Dynegy Inc. Executive Severance Pay Plan, dated as of August 8, 2011(incorporated by reference to Exhibit 10. 1 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2011 of Dynegy Inc., File No. 1- 33443).††
|
10.7
|
|
|
Dynegy Inc. Executive Change in Control Severance Pay Plan effective April 3, 2008 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on April 8, 2008, File No. 001-33443).††
|
10.8
|
|
|
First Amendment to the Dynegy Inc. Executive Change In Control Severance Pay Plan, dated as of September 22, 2010 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2010 of Dynegy Inc, File No. 1-15659).††
|
10.9
|
|
|
Second Amendment to the Dynegy Inc. Executive Change in Control Severance Pay Plan (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K of Dynegy Inc. filed on March 22, 2013 File No. 001-33443). ††
|
10.10
|
|
|
Dynegy Inc. Restoration 401(k) Savings Plan, effective June 1, 2008 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Dynegy Inc. filed on August 7, 2008, File No. 001-33443).††
|
10.11
|
|
|
First Amendment to the Dynegy Inc. Restoration 401(k) Savings Plan, effective June 1, 2008 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Dynegy Inc. filed on August 7, 2008, File No. 001-33443).††
|
10.12
|
|
|
Second Amendment to Dynegy Inc. Restoration 401(k) Savings Plan, effective January 1, 2012 (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of Dynegy Inc. for the year ended December 31, 2011, File No. 1-33443).††
|
10.13
|
|
|
Dynegy Inc. Restoration Pension Plan, effective June 1, 2008 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Dynegy Inc. filed on August 7, 2008, File No. 001-33443).††
|
10.14
|
|
|
First Amendment to the Dynegy Inc. Restoration Pension Plan, effective June 1, 2008 (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Dynegy Inc. filed on August 7, 2008, File No. 001-33443).††
|
10.15
|
|
|
Second Amendment to the Dynegy Inc. Restoration Pension Plan, executed on July 2, 2010 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Dynegy Inc. and Dynegy Holdings Inc. filed on August 6, 2010, File No. 000-29311).††
|
10.16
|
|
|
Third Amendment to Dynegy Inc. Restoration Pension Plan, effective January 1, 2012 (incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K of Dynegy Inc. for the year ended December 31, 2011, File No. 1-33443).††
|
10.17
|
|
|
Dynegy Inc. 2009 Phantom Stock Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. filed on March 10, 2009, File No. 001-33443).††
|
10.18
|
|
|
First Amendment to the Dynegy Inc. 2009 Phantom Stock Plan, dated as of July 8, 2011(incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2011 of Dynegy Inc., File No. 1- 33443).††
|
10.19
|
|
|
Dynegy Inc. Deferred Compensation Plan for Certain Directors, as amended and restated, effective January 1, 2008 (incorporated by reference to Exhibit 10.55 to the Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009, filed on February 26, 2009, File No. 001-33443).††
|
10.20
|
|
|
Trust under Dynegy Inc. Deferred Compensation Plan for Certain Directors, effective January 1, 2009 (incorporated by reference to Exhibit 10.56 to the Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009, filed on February 26, 2009, File No. 001-33443).††
|
10.21
|
|
|
Dynegy Inc. Incentive Compensation Plan, as amended and restated effective May 21, 2010 (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010, File No. 001-33443)††
|
10.22
|
|
|
2012 Long Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. filed on October 4, 2012, File No. 001-33443).††
|
10.23
|
|
|
Assignment Agreement by and between Dynegy Inc. and Dynegy Operating Company, dated July 5, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. on July 10, 2012, File No. 001-33443).††
|
10.24
|
|
|
Employment Agreement between Dynegy Inc. and Robert Flexon dated June 22, 2011(incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2011 of Dynegy Inc., File No. 1- 33443).††
|
10.25
|
|
|
Second Amendment to Employment Agreement by and between Dynegy Operating Company and Robert C. Flexon (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Dynegy Inc. filed on March 22, 2013 File No. 001-33443). ††
|
10.26
|
|
|
Employment Agreement between Dynegy Inc. and Clint C. Freeland dated June 23, 2011(incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2011 of Dynegy Inc., File No. 1- 33443).††
|
10.27
|
|
|
Second Amendment to Employment Agreement by and between Dynegy Operating Company and Clint C. Freeland (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Dynegy Inc. filed on March 22, 2013 File No. 001-33443). ††
|
10.28
|
|
|
Employment Agreement between Dynegy Inc. and Carolyn J. Burke dated July 5, 2011(incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2011 of Dynegy Inc., File No. 1- 33443).††
|
10.29
|
|
|
Second Amendment to Employment Agreement by and between Dynegy Operating Company and Carolyn J. Burke (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K of Dynegy Inc. filed on March 22, 2013 File No. 001-33443). ††
|
10.30
|
|
|
Employment Agreement between Dynegy Inc. and Catherine Callaway dated September 16, 2011 (incorporated by reference to Exhibit 10. 2 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2011 of Dynegy Inc., File No. 1- 33443).††
|
10.31
|
|
|
Second Amendment to Employment Agreement by and between Dynegy Operating Company and Catherine B. Callaway (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of Dynegy Inc. filed on March 22, 2013 File No. 001-33443). ††
|
10.32
|
|
|
Employment Agreement by and among Dynegy Operating Company, Dynegy Inc. and Henry D. Jones (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on February 12, 2013, File No. 001-33443). ††
|
10.33
|
|
|
First Amendment to Employment Agreement by and between Dynegy Operating Company and Henry D. Jones (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Dynegy Inc. filed on March 22, 2013 File No. 001-33443). ††
|
10.34
|
|
|
Form Award Agreement for 2012 Long Term Incentive Program Award-Cash (CEO) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on January 9, 2012 File No. 001-33443).††
|
10.35
|
|
|
Form Award Agreement for 2012 Long Term Incentive Program Award-Cash (EVP) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on January 9, 2012 File No. 001-33443).††
|
10.36
|
|
|
Form of Non-Qualified Stock Option Award Agreement (2012 Awards) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. on November 2, 2012, File No. 001-33443).
††
|
10.37
|
|
|
Form of Non-Qualified Stock Option Award Agreement (2013 Awards) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on March 22, 2013 File No. 001-33443). ††
|
10.38
|
|
|
Form of Stock Unit Award Agreement - Officers (2012 Awards) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. on November 2, 2012, File No. 001-33443).
††
|
10.39
|
|
|
Form of Stock Unit Award Agreement - Officers (2013 Awards) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on March 22, 2013 File No. 001-33443).
††
|
10.40
|
|
|
Form of Stock Unit Award Agreement - Directors (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. on November 2, 2012, File No. 001-33443).
††
|
10.41
|
|
|
Form of Performance Award Agreement (2013 Awards) (for Managing Directors and Above) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. filed on March 22, 2013 File No. 001-33443).
††
|
10.42
|
|
|
Form of Phantom Stock Unit Award Agreement - MD & Above Version (2012 LTIP Awards) (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2012 of Dynegy Inc., File No. 1- 33443).
††
|
10.43
|
|
|
Form of Phantom Stock Unit Award Agreement - MD & Above Version (2012 Replacement Shares) (incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2012 of Dynegy Inc., File No. 1- 33443).
††
|
10.44
|
|
|
Credit Agreement, dated as of April 23, 2013, among Dynegy Inc., as borrower and the guarantors, lenders and other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on April 24, 2013 File No. 001-33443).
|
10.45
|
|
|
Guarantee and Collateral Agreement, dated as of April 23, 2013 among Dynegy Inc., the subsidiaries of the borrower from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Trustee(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on April 24, 2013 File No. 001-33443).
|
10.46
|
|
|
Collateral Trust and Intercreditor Agreement, dated as of April 23, 2013 among Dynegy, the Subsidiary Guarantors (as defined therein), Credit Suisse AG, Cayman Islands Branch and each person party thereto from time to time (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. filed on April 24, 2013 File No. 001-33443).
|
10.47
|
|
|
Purchase Agreement, dated May 15, 2013, among Dynegy Inc., the Guarantors, Morgan Stanley and Credit Suisse (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on May 21, 2013 File No. 001-33443).
|
10.48
|
|
|
Revolving Promissory Note by and between Dynegy Inc., as Lender, and Illinois Power Resources, LLC (formerly New Ameren Energy Resources, LLC), as Borrower (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on December 4, 2013 File No. 001-33443).
|
10.49
|
|
|
Guaranty by Ameren Energy Generating Company in favor of Ameren Corporation, dated December 2, 2013 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Illinois Power Generating Company filed on December 5, 2013 File No. 333-56594).
|
****10.50
|
|
|
Warrant Agreement, dated October 1, 2012, by and among Dynegy Inc., Computershare Inc. and Computershare Trust Company, N.A., as warrant agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on October 4, 2012, File No. 001-33443).
|
10.51
|
|
|
Letter of Credit and Reimbursement Agreement, dated as of January 29, 2014 between Illinois Power Marketing Company and Union Bank, N.A.(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. and Illinois Power Generating Company filed on February 4, 2014, File No. 001-33443).
|
***12.1
|
|
|
Statement of Computation of Ratio of Earnings to Fixed Charges
|
***14.1
|
|
|
Dynegy Inc. Code of Ethics for Senior Financial Professionals, as amended on July 23, 2013.
|
***21.1
|
|
|
Significant subsidiaries of the Registrant
|
***23.1
|
|
|
Consent of Ernst & Young LLP
|
***31.1
|
|
|
Chief Executive Officer Certification Pursuant to Rule 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
***31.2
|
|
|
Chief Financial Officer Certification Pursuant to Rule 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†32.1
|
|
|
Chief Executive Officer Certification Pursuant to 18 United States Code Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
†32.2
|
|
|
Chief Financial Officer Certification Pursuant to 18 United States Code Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
**101.INS
|
|
|
XBRL Instance Document
|
**101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
**101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
**101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
**101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
**101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Pursuant to Item 6.01(b)(2) of Regulation S-K exhibits and schedules are omitted. Dynegy agrees to furnish to the Commission supplementally a copy of any omitted schedule or exhibit upon request of the Commission.
|
**
|
XBRL information is furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
|
****
|
Pursuant to a request for confidential treatment, portions of this Exhibit have been redacted and filed separately with the SEC as required by Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
††
|
Management contract or compensation plan.
|
|
|
|
|
|
|
|
DYNEGY INC.
|
||
Date:
|
February 27, 2014
|
By:
|
|
/s/ ROBERT C. FLEXON
Robert C. Flexon
President and Chief Executive Officer
|
|
|
|
|
|
/s/ ROBERT C. FLEXON
Robert C. Flexon
|
|
President and Chief Executive Officer & Director (Principal Executive Officer)
|
|
February 27, 2014
|
/s/ CLINT C. FREELAND
Clint C. Freeland
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 27, 2014
|
/s/ J. CLINTON WALDEN
J. Clinton Walden |
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
|
February 27, 2014
|
/s/ PAT WOOD III
Pat Wood III
|
|
Chairman of the Board
|
|
February 27, 2014
|
/s/ HILARY E. ACKERMANN
Hilary E. Ackermann
|
|
Director
|
|
February 27, 2014
|
/s/ PAUL M. BARBAS
Paul M. Barbas
|
|
Director
|
|
February 27, 2014
|
/s/ RICHARD LEE KUERSTEINER
Richard Lee Kuersteiner
|
|
Director
|
|
February 27, 2014
|
/s/ JEFFREY S. STEIN
Jeffrey S. Stein
|
|
Director
|
|
February 27, 2014
|
/s/ JOHN R. SULT
John R. Sult
|
|
Director
|
|
February 27, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
Consolidated Financial Statements
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
|
|
Consolidated Balance Sheets:
|
|
|
|
|
December 31, 2013 and 2012
|
|
|
|
|
Consolidated Statements of Operations:
|
|
|
|
|
For the year ended December 31, 2013 (Successor), for the periods October 2, 2012 through December 31, 2012 (Successor), January 1, 2012 through October 1, 2012 (Predecessor) and for the year ended December 31, 2011 (Predecessor)
|
|
|
|
|
Consolidated Statements of Comprehensive Loss:
|
|
|
|
|
For the year ended December 31, 2013 (Successor), for the periods October 2, 2012 through December 31, 2012 (Successor), January 1, 2012 through October 1, 2012 (Predecessor) and for the year ended December 31, 2011 (Predecessor)
|
|
|
|
|
Consolidated Statements of Cash Flows:
|
|
|
|
|
For the year ended December 31, 2013 (Successor), for the periods October 2, 2012 through December 31, 2012 (Successor), January 1, 2012 through October 1, 2012 (Predecessor) and for the year ended December 31, 2011 (Predecessor)
|
|
|
|
|
Consolidated Statements of Changes in Stockholders’/Members' Equity:
|
|
|
|
|
For the year ended December 31, 2013 (Successor), for the periods October 2, 2012 through December 31, 2012 (Successor), January 1, 2012 through October 1, 2012 (Predecessor) and for the year ended December 31, 2011 (Predecessor)
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current Assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
843
|
|
|
$
|
348
|
|
Restricted cash
|
|
—
|
|
|
98
|
|
||
Accounts receivable, net
|
|
420
|
|
|
109
|
|
||
Inventory
|
|
181
|
|
|
101
|
|
||
Assets from risk management activities
|
|
25
|
|
|
17
|
|
||
Intangible assets
|
|
108
|
|
|
271
|
|
||
Prepayments and other current assets
|
|
108
|
|
|
99
|
|
||
Total Current Assets
|
|
1,685
|
|
|
1,043
|
|
||
|
|
|
|
|
||||
Property, Plant and Equipment
|
|
3,527
|
|
|
3,064
|
|
||
Accumulated depreciation
|
|
(212
|
)
|
|
(42
|
)
|
||
Property, Plant and Equipment, Net
|
|
3,315
|
|
|
3,022
|
|
||
Other Assets
|
|
|
|
|
|
|
||
Restricted cash
|
|
—
|
|
|
237
|
|
||
Assets from risk management activities
|
|
11
|
|
|
—
|
|
||
Intangible assets
|
|
68
|
|
|
71
|
|
||
Deferred income taxes
|
|
100
|
|
|
95
|
|
||
Deferred financing costs
|
|
28
|
|
|
—
|
|
||
Other long-term assets
|
|
84
|
|
|
67
|
|
||
Total Assets
|
|
$
|
5,291
|
|
|
$
|
4,535
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
329
|
|
|
$
|
113
|
|
Accrued interest
|
|
13
|
|
|
—
|
|
||
Deferred income taxes
|
|
100
|
|
|
95
|
|
||
Intangible liabilities
|
|
62
|
|
|
17
|
|
||
Accrued liabilities and other current liabilities
|
|
139
|
|
|
68
|
|
||
Liabilities from risk management activities
|
|
65
|
|
|
25
|
|
||
Current portion of long-term debt
|
|
13
|
|
|
29
|
|
||
Total Current Liabilities
|
|
721
|
|
|
347
|
|
||
Long-term debt
|
|
1,979
|
|
|
1,386
|
|
||
Other Liabilities
|
|
|
|
|
|
|
||
Liabilities from risk management activities
|
|
33
|
|
|
42
|
|
||
Asset retirement obligations
|
|
173
|
|
|
75
|
|
||
Other long-term liabilities
|
|
178
|
|
|
182
|
|
||
Total Liabilities
|
|
3,084
|
|
|
2,032
|
|
||
Commitments and Contingencies (Note 16)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
|
||||
Common stock, $0.01 par value, 420,000,000 shares authorized at December 31, 2013 and 2012; 100,202,036 shares and 99,999,196 shares issued and outstanding at December 31, 2013 and 2012
|
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
|
2,614
|
|
|
2,598
|
|
||
Accumulated other comprehensive income, net of tax
|
|
58
|
|
|
11
|
|
||
Accumulated deficit
|
|
(463
|
)
|
|
(107
|
)
|
||
Total Dynegy Stockholders’ Equity
|
|
2,210
|
|
|
2,503
|
|
||
Noncontrolling interest
|
|
(3
|
)
|
|
—
|
|
||
Total Equity
|
|
2,207
|
|
|
2,503
|
|
||
Total Liabilities and Equity
|
|
$
|
5,291
|
|
|
$
|
4,535
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Revenues
|
|
$
|
1,466
|
|
|
$
|
312
|
|
|
|
$
|
981
|
|
|
$
|
1,333
|
|
Cost of sales
|
|
(1,145
|
)
|
|
(268
|
)
|
|
|
(662
|
)
|
|
(866
|
)
|
||||
Gross margin, exclusive of depreciation shown separately below
|
|
321
|
|
|
44
|
|
|
|
319
|
|
|
467
|
|
||||
Operating and maintenance expense, exclusive of depreciation shown separately below
|
|
(308
|
)
|
|
(81
|
)
|
|
|
(148
|
)
|
|
(254
|
)
|
||||
Depreciation expense
|
|
(216
|
)
|
|
(45
|
)
|
|
|
(110
|
)
|
|
(295
|
)
|
||||
Other charges
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(5
|
)
|
||||
Gain on sale of assets, net
|
|
2
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
General and administrative expense
|
|
(97
|
)
|
|
(22
|
)
|
|
|
(56
|
)
|
|
(102
|
)
|
||||
Acquisition and integration costs
|
|
(20
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Operating income (loss)
|
|
(318
|
)
|
|
(104
|
)
|
|
|
5
|
|
|
(189
|
)
|
||||
Bankruptcy reorganization items, net
|
|
(1
|
)
|
|
(3
|
)
|
|
|
1,037
|
|
|
(52
|
)
|
||||
Earnings from unconsolidated investments
|
|
2
|
|
|
2
|
|
|
|
—
|
|
|
—
|
|
||||
Interest expense
|
|
(97
|
)
|
|
(16
|
)
|
|
|
(120
|
)
|
|
(348
|
)
|
||||
Loss on extinguishment of debt
|
|
(11
|
)
|
|
—
|
|
|
|
—
|
|
|
(21
|
)
|
||||
Impairment of Undertaking receivable, affiliate
|
|
—
|
|
|
—
|
|
|
|
(832
|
)
|
|
—
|
|
||||
Other income and expense, net
|
|
8
|
|
|
8
|
|
|
|
31
|
|
|
35
|
|
||||
Income (loss) from continuing operations before income taxes
|
|
(417
|
)
|
|
(113
|
)
|
|
|
121
|
|
|
(575
|
)
|
||||
Income tax benefit (Note 14)
|
|
58
|
|
|
—
|
|
|
|
9
|
|
|
144
|
|
||||
Income (loss) from continuing operations
|
|
(359
|
)
|
|
(113
|
)
|
|
|
130
|
|
|
(431
|
)
|
||||
Income (loss) from discontinued operations, net of tax (Note 23)
|
|
3
|
|
|
6
|
|
|
|
(162
|
)
|
|
(509
|
)
|
||||
Net loss
|
|
(356
|
)
|
|
(107
|
)
|
|
|
(32
|
)
|
|
(940
|
)
|
||||
Less: Net income (loss) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Net loss attributable to Dynegy Inc.
|
|
$
|
(356
|
)
|
|
$
|
(107
|
)
|
|
|
$
|
(32
|
)
|
|
$
|
(940
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss Per Share (Note 15):
|
|
|
|
|
|
|
|
|
|
||||||||
Basic loss per share attributable to Dynegy Inc.:
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
|
$
|
(3.59
|
)
|
|
$
|
(1.13
|
)
|
|
|
N/A
|
|
|
N/A
|
|
||
Income from discontinued operations
|
|
0.03
|
|
|
0.06
|
|
|
|
N/A
|
|
|
N/A
|
|
||||
Basic loss per share attributable to Dynegy Inc.
|
|
$
|
(3.56
|
)
|
|
$
|
(1.07
|
)
|
|
|
N/A
|
|
|
N/A
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted loss per share attributable to Dynegy Inc.:
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
|
$
|
(3.59
|
)
|
|
$
|
(1.13
|
)
|
|
|
N/A
|
|
|
N/A
|
|
||
Income from discontinued operations
|
|
0.03
|
|
|
0.06
|
|
|
|
N/A
|
|
|
N/A
|
|
||||
Diluted loss per share attributable to Dynegy Inc.
|
|
$
|
(3.56
|
)
|
|
$
|
(1.07
|
)
|
|
|
N/A
|
|
|
N/A
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Basic shares outstanding
|
|
100
|
|
|
100
|
|
|
|
N/A
|
|
|
N/A
|
|
||||
Diluted shares outstanding
|
|
100
|
|
|
100
|
|
|
|
N/A
|
|
|
N/A
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Net loss
|
$
|
(356
|
)
|
|
$
|
(107
|
)
|
|
|
$
|
(32
|
)
|
|
$
|
(940
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
||||||||
Actuarial gain and plan amendments (net of tax expense of $31, zero, zero and zero, respectively)
|
57
|
|
|
11
|
|
|
|
—
|
|
|
—
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|||||||
Reclassification of mark-to-market gains to earnings on interest rate swaps designated as cash flow hedges, net (net of tax benefit of zero, zero, zero and $3, respectively)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(2
|
)
|
||||
Reclassification of curtailment gain included in net loss, net of tax
|
(7
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Amortization of unrecognized prior service cost and actuarial gain (loss) (net of tax expense of zero, zero, zero and $(2), respectively)
|
(2
|
)
|
|
—
|
|
|
|
(1
|
)
|
|
4
|
|
||||
Other comprehensive income (loss), net of tax
|
48
|
|
|
11
|
|
|
|
(1
|
)
|
|
2
|
|
||||
Comprehensive loss
|
(308
|
)
|
|
(96
|
)
|
|
|
(33
|
)
|
|
(938
|
)
|
||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
1
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Total comprehensive loss attributable to Dynegy Inc.
|
$
|
(309
|
)
|
|
$
|
(96
|
)
|
|
|
$
|
(33
|
)
|
|
$
|
(938
|
)
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(356
|
)
|
|
$
|
(107
|
)
|
|
|
$
|
(32
|
)
|
|
$
|
(940
|
)
|
Adjustments to reconcile net loss to net cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation expense
|
|
216
|
|
|
45
|
|
|
|
110
|
|
|
288
|
|
||||
Loss on extinguishment of debt
|
|
11
|
|
|
—
|
|
|
|
—
|
|
|
21
|
|
||||
Non-cash interest expense (benefit)
|
|
2
|
|
|
(19
|
)
|
|
|
8
|
|
|
20
|
|
||||
Amortization of intangibles
|
|
251
|
|
|
60
|
|
|
|
79
|
|
|
39
|
|
||||
Bankruptcy reorganization items, net
|
|
—
|
|
|
—
|
|
|
|
(947
|
)
|
|
663
|
|
||||
Impairment and other charges
|
|
—
|
|
|
—
|
|
|
|
832
|
|
|
2
|
|
||||
Risk-management activities
|
|
38
|
|
|
(46
|
)
|
|
|
(82
|
)
|
|
199
|
|
||||
Gain on sale of assets, net
|
|
(2
|
)
|
|
—
|
|
|
|
—
|
|
|
(1
|
)
|
||||
Deferred income taxes
|
|
(56
|
)
|
|
—
|
|
|
|
(9
|
)
|
|
(315
|
)
|
||||
Change in value of common stock warrants
|
|
1
|
|
|
(8
|
)
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
14
|
|
|
(3
|
)
|
|
|
(10
|
)
|
|
7
|
|
||||
Changes in working capital:
|
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
|
(75
|
)
|
|
—
|
|
|
|
9
|
|
|
81
|
|
||||
Inventory
|
|
24
|
|
|
1
|
|
|
|
7
|
|
|
12
|
|
||||
Prepayments and other current assets
|
|
48
|
|
|
49
|
|
|
|
(43
|
)
|
|
(48
|
)
|
||||
Accounts payable and accrued liabilities
|
|
71
|
|
|
(3
|
)
|
|
|
38
|
|
|
130
|
|
||||
Affiliate transactions
|
|
—
|
|
|
—
|
|
|
|
19
|
|
|
(73
|
)
|
||||
Changes in non-current assets
|
|
(12
|
)
|
|
(10
|
)
|
|
|
(16
|
)
|
|
(87
|
)
|
||||
Changes in non-current liabilities
|
|
—
|
|
|
(3
|
)
|
|
|
—
|
|
|
1
|
|
||||
Net cash provided by (used in) operating activities
|
|
175
|
|
|
(44
|
)
|
|
|
(37
|
)
|
|
(1
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(98
|
)
|
|
(46
|
)
|
|
|
(63
|
)
|
|
(196
|
)
|
||||
Proceeds from asset sales, net
|
|
3
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Maturities of short-term investments
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
419
|
|
||||
Purchases of short-term investments
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(244
|
)
|
||||
Decrease in restricted cash
|
|
335
|
|
|
311
|
|
|
|
88
|
|
|
222
|
|
||||
Acquisitions, net of cash acquired/divestitures
|
|
234
|
|
|
—
|
|
|
|
256
|
|
|
(441
|
)
|
||||
Deconsolidation of DNE Debtor Entities
|
|
—
|
|
|
—
|
|
|
|
(22
|
)
|
|
—
|
|
||||
Payments received for Undertaking, receivable affiliate
|
|
—
|
|
|
—
|
|
|
|
16
|
|
|
—
|
|
||||
Other investing
|
|
—
|
|
|
—
|
|
|
|
3
|
|
|
11
|
|
||||
Net cash provided by (used in) investing activities
|
|
474
|
|
|
265
|
|
|
|
278
|
|
|
(229
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||
Payment to unsecured creditors
|
|
—
|
|
|
—
|
|
|
|
(200
|
)
|
|
—
|
|
||||
Proceeds from long-term borrowings, net of financing costs
|
|
1,768
|
|
|
—
|
|
|
|
—
|
|
|
2,022
|
|
||||
Repayments of borrowings, including debt extinguishment costs
|
|
(1,917
|
)
|
|
(328
|
)
|
|
|
(11
|
)
|
|
(1,647
|
)
|
||||
Interest rate swap settlement payments
|
|
(5
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Recapitalization of Legacy Dynegy
|
|
—
|
|
|
—
|
|
|
|
27
|
|
|
—
|
|
||||
Net cash provided by (used in) financing activities
|
|
(154
|
)
|
|
(328
|
)
|
|
|
(184
|
)
|
|
375
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
495
|
|
|
(107
|
)
|
|
|
57
|
|
|
145
|
|
||||
Cash and cash equivalents, beginning of period
|
|
348
|
|
|
455
|
|
|
|
398
|
|
|
253
|
|
||||
Cash and cash equivalents, end of period
|
|
$
|
843
|
|
|
$
|
348
|
|
|
|
$
|
455
|
|
|
$
|
398
|
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Member's Contribution
|
|
Affiliate Receivable
|
|
AOCI (Loss)
|
|
Accumulated Deficit
|
|
Total Controlling Interests
|
|
Noncontrolling Interests
|
|
Total
|
||||||||||||||||||
December 31, 2010 (Predecessor)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,135
|
|
|
$
|
(814
|
)
|
|
$
|
(53
|
)
|
|
$
|
(1,549
|
)
|
|
$
|
2,719
|
|
|
$
|
—
|
|
|
$
|
2,719
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(940
|
)
|
|
(940
|
)
|
|
—
|
|
|
(940
|
)
|
|||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||||||
Affiliate activity (Note 13)
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|||||||||
DMG Transfer
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
52
|
|
|
(1,769
|
)
|
|
(1,769
|
)
|
|
—
|
|
|
(1,769
|
)
|
|||||||||
December 31, 2011 (Predecessor)
|
—
|
|
|
—
|
|
|
5,135
|
|
|
(846
|
)
|
|
1
|
|
|
(4,258
|
)
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
|||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||||
Affiliate activity (Note 13)
|
—
|
|
|
—
|
|
|
—
|
|
|
846
|
|
|
—
|
|
|
(846
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
DMG Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|||||||||
Merger
|
1
|
|
|
5,166
|
|
|
(5,135
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||||||
October 1, 2012 (Predecessor)
|
1
|
|
|
5,166
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(5,136
|
)
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||||||
Fresh-start adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Elimination of Predecessor equity
|
(1
|
)
|
|
(5,166
|
)
|
|
—
|
|
|
—
|
|
|
24
|
|
|
5,136
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||||||||
Issuance of new equity interests
|
1
|
|
|
2,597
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,598
|
|
|
—
|
|
|
2,598
|
|
|||||||||
October 2, 2012 (Successor)
|
1
|
|
|
2,597
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,598
|
|
|
—
|
|
|
2,598
|
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
(107
|
)
|
|
—
|
|
|
(107
|
)
|
|||||||||
Share-based compensation expense
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||||||
December 31, 2012 (Successor)
|
1
|
|
|
2,598
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
(107
|
)
|
|
2,503
|
|
|
—
|
|
|
2,503
|
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(356
|
)
|
|
(356
|
)
|
|
—
|
|
|
(356
|
)
|
|||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
47
|
|
|
1
|
|
|
48
|
|
Share-based compensation expense
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||||||
Options exercised
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||||||
AER Acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||||||||
December 31, 2013 (Successor)
|
$
|
1
|
|
|
$
|
2,614
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
$
|
(463
|
)
|
|
$
|
2,210
|
|
|
$
|
(3
|
)
|
|
$
|
2,207
|
|
“Predecessor”
|
|
The Company, pre-emergence from bankruptcy
|
“2012 Predecessor Period”
|
|
The Company’s operations, January 1, 2012 — October 1, 2012
|
|
|
|
“Successor”
|
|
The Company, post-emergence from bankruptcy
|
“2012 Successor Period”
|
|
The Company’s operations, October 2, 2012 — December 31, 2012
|
Asset Group
|
|
Range of
Years
|
Power generation facilities
|
|
1 to 30
|
Environmental upgrades
|
|
10 to 30
|
Buildings and improvements
|
|
7 to 36
|
Office and other equipment
|
|
2 to 15
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Beginning of period
|
|
$
|
83
|
|
|
$
|
83
|
|
|
|
$
|
50
|
|
|
$
|
120
|
|
Accretion expense
|
|
6
|
|
|
1
|
|
|
|
3
|
|
|
6
|
|
||||
Divestiture of assets
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1
|
|
||||
Revision of previous estimate (1)
|
|
36
|
|
|
—
|
|
|
|
(16
|
)
|
|
(24
|
)
|
||||
AER Acquisition (2)
|
|
59
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
DMG Transfer (3)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(53
|
)
|
||||
DMG Acquisition (3)
|
|
—
|
|
|
—
|
|
|
|
53
|
|
|
—
|
|
||||
Fresh-start adjustments
|
|
—
|
|
|
—
|
|
|
|
5
|
|
|
—
|
|
||||
Deconsolidation of DNE (4)
|
|
—
|
|
|
—
|
|
|
|
(11
|
)
|
|
—
|
|
||||
Expenditures
|
|
(3
|
)
|
|
(1
|
)
|
|
|
(1
|
)
|
|
—
|
|
||||
End of period
|
|
$
|
181
|
|
|
$
|
83
|
|
|
|
$
|
83
|
|
|
$
|
50
|
|
(1)
|
During 2013, we revised our ARO upward by
$36 million
based on observed trends in Illinois primarily related to ash pond closures and groundwater monitoring. During the 2012 Predecessor Period, we revised the South Bay ARO downward by
$16 million
based on revised cost estimates related to the plant demolition. During 2011, we revised our ARO downward by
$24 million
based on revised cost estimates related to remediation of asbestos, plant demolition and ash ponds.
|
(2)
|
As a result of the AER Acquisition on December 2, 2013, the AROs associated with the IPH segment were assumed.
|
(3)
|
As a result of the DMG Transfer (as defined in
Note 3—Merger and Acquisitions
—DMG Transfer and DMG Acquisition) on September 1, 2011, the AROs associated with the Coal segment (including DMG) were transferred from DH to Legacy Dynegy and subsequently, as a result of the DMG Acquisition (as defined in
Note 3—Merger and Acquisitions
—DMG Transfer and DMG Acquisition), the AROs were reacquired on June 5, 2012.
|
(4)
|
As a result of the deconsolidation of the DNE Debtor Entities, the related AROs are no longer reflected as liabilities on our consolidated balance sheets.
|
•
|
Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and U.S. government treasury securities.
|
•
|
Level 2—Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using industry-standards models or other valuation methodologies, in which substantially all assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over the counter forwards, options and swaps.
|
•
|
Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Level 3 instruments include those that may be more structured or otherwise tailored to our needs. At each balance sheet date, we perform an analysis of all instruments and include in Level 3 all of those whose fair value is based on significant unobservable inputs.
|
Cash and cash equivalents
|
$
|
234
|
|
Accounts receivable
|
237
|
|
|
Inventory
|
103
|
|
|
Assets from risk management activities (including $30 million current)
|
40
|
|
|
Prepayments and other current assets
|
36
|
|
|
Property, plant and equipment
|
379
|
|
|
Intangible assets (including $54 million current)
|
131
|
|
|
Other long-term assets
|
19
|
|
|
Total assets acquired
|
1,179
|
|
|
Current liabilities and accrued liabilities
|
(234
|
)
|
|
Liabilities from risk management activities (including $7 million current)
|
(10
|
)
|
|
Long-term debt
|
(682
|
)
|
|
Asset retirement obligations
|
(59
|
)
|
|
Intangible liabilities (including $63 million current)
|
(141
|
)
|
|
Other long-term liabilities
|
(50
|
)
|
|
Noncontrolling interests
|
4
|
|
|
Total liabilities and noncontrolling interests assumed
|
(1,172
|
)
|
|
Net assets acquired
|
$
|
7
|
|
(amounts in millions)
|
|
Year Ended December 31, 2013
|
||
Revenues
|
|
$
|
2,562
|
|
Net loss
|
|
$
|
(380
|
)
|
Net income attributable to noncontrolling interests
|
|
$
|
3
|
|
Net loss attributable to Dynegy Inc.
|
|
$
|
(383
|
)
|
Cash
|
$
|
256
|
|
Restricted cash (including $75 million current)
|
117
|
|
|
Accounts receivable
|
3
|
|
|
Inventory
|
69
|
|
|
Assets from risk management activities (including $84 million current)
|
85
|
|
|
Prepayments and other current assets
|
46
|
|
|
Property, plant and equipment
|
514
|
|
|
Intangible assets (including $162 million current)
|
257
|
|
|
Total assets acquired
|
1,347
|
|
|
Current liabilities and accrued liabilities
|
(60
|
)
|
|
Liabilities from risk management activities (including $66 million current)
|
(76
|
)
|
|
Long-term debt (including $9 million current)
|
(610
|
)
|
|
Asset retirement obligations
|
(53
|
)
|
|
Intangible liabilities (including $15 million current)
|
(38
|
)
|
|
Pension liabilities
|
(44
|
)
|
|
Total liabilities assumed
|
(881
|
)
|
|
Net assets acquired
|
$
|
466
|
|
(amounts in millions)
|
|
January 1 Through October 1, 2012
|
||
Revenues
|
|
$
|
1,211
|
|
Income from continuing operations
|
|
$
|
876
|
|
Loss from discontinued operations
|
|
$
|
(162
|
)
|
Net income
|
|
$
|
714
|
|
Contract Type
|
|
Hedge Designation
|
|
Quantity
|
|
Unit of Measure
|
|
Fair Value (1)
|
|||
(dollars and quantities in millions)
|
|
|
|
Purchases (Sales)
|
|
|
|
Asset (Liability)
|
|||
Commodity contracts:
|
|
|
|
|
|
|
|
|
|
|
|
Electricity derivatives (2)
|
|
Not designated
|
|
(19
|
)
|
|
MWh
|
|
$
|
—
|
|
Natural gas derivatives (2)
|
|
Not designated
|
|
110
|
|
|
MMBtu
|
|
$
|
(14
|
)
|
Diesel fuel
|
|
Not designated
|
|
15
|
|
|
Gallons
|
|
$
|
—
|
|
Coal swaps
|
|
Not designated
|
|
1
|
|
|
Metric Ton
|
|
$
|
(4
|
)
|
Emissions derivatives
|
|
Not designated
|
|
6
|
|
|
Metric Ton
|
|
$
|
(1
|
)
|
Interest rate swaps
|
|
Not designated
|
|
796
|
|
|
Dollars
|
|
$
|
(47
|
)
|
Common stock warrants
|
|
Not designated
|
|
16
|
|
|
Warrant
|
|
$
|
(21
|
)
|
(1)
|
Includes both asset and liability risk management positions, but excludes margin and collateral netting, as discussed below.
|
(2)
|
Mainly comprised of swaps, options and physical forwards. Electricity derivatives also include FTRs.
|
|
|
|
|
|
December 31, 2013
|
||||||||||||||
|
|
|
|
|
|
|
Gross amounts offset in the balance sheet
|
|
|
||||||||||
Contract Type
|
|
Balance Sheet Location
|
|
Gross Fair Value
|
|
Contract Netting
|
|
Collateral or Margin Received or Paid
|
|
Net Fair Value
|
|||||||||
(amounts in millions)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Commodity contracts
|
|
Assets from risk management activities
|
|
$
|
103
|
|
|
$
|
(67
|
)
|
|
$
|
—
|
|
|
$
|
36
|
|
|
Total derivative assets
|
|
|
|
103
|
|
|
(67
|
)
|
|
—
|
|
|
36
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Commodity contracts
|
|
Liabilities from risk management activities
|
|
(122
|
)
|
|
67
|
|
|
4
|
|
|
(51
|
)
|
||||
|
Interest rate contracts
|
|
Liabilities from risk management activities
|
|
(47
|
)
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
||||
|
Common stock warrants
|
|
Other long-term liabilities
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
||||
|
Total derivative liabilities
|
|
|
|
(190
|
)
|
|
67
|
|
|
4
|
|
|
(119
|
)
|
||||
Total derivatives
|
|
|
|
$
|
(87
|
)
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(83
|
)
|
|
|
|
|
|
December 31, 2012
|
||||||||||||||
|
|
|
|
|
|
|
Gross amounts offset in the balance sheet
|
|
|
||||||||||
Contract Type
|
|
Balance Sheet Location
|
|
Gross Fair Value
|
|
Contract Netting
|
|
Collateral or Margin Received or Paid
|
|
Net Fair Value
|
|||||||||
(amounts in millions)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Commodity contracts
|
|
Assets from risk management activities
|
|
$
|
65
|
|
|
$
|
(48
|
)
|
|
$
|
—
|
|
|
$
|
17
|
|
|
Total derivative assets
|
|
|
|
65
|
|
|
(48
|
)
|
|
—
|
|
|
17
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Commodity contracts
|
|
Liabilities from risk management activities
|
|
(77
|
)
|
|
$
|
48
|
|
|
$
|
8
|
|
|
$
|
(21
|
)
|
|
|
Interest rate contracts
|
|
Liabilities from risk management activities
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
||||
|
Common stock warrants
|
|
Other long-term liabilities
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||
|
Total derivative liabilities
|
|
|
|
(143
|
)
|
|
48
|
|
|
8
|
|
|
(87
|
)
|
||||
Total derivatives
|
|
|
|
$
|
(78
|
)
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
(70
|
)
|
Location on balance sheet
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
Collateral posted
|
|
Amount applied against short-term risk management liabilities
|
Collateral posted
|
|
Amount applied against short-term risk management liabilities
|
|||||||||||
(amounts in millions)
|
|
|
|
|
|
|
|
|
||||||||
Prepayments and other current assets
|
|
$
|
47
|
|
|
$
|
4
|
|
|
$
|
61
|
|
|
$
|
8
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
Derivatives Not Designated
as Hedges
|
|
Location of Mark-to-market Gain (Loss)
in Income on
Derivatives
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
(amounts in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
Revenues
|
|
$
|
(38
|
)
|
|
$
|
45
|
|
|
|
$
|
103
|
|
|
$
|
(193
|
)
|
Interest rate contracts
|
|
Interest expense
|
|
$
|
(1
|
)
|
|
$
|
(9
|
)
|
|
|
$
|
(23
|
)
|
|
$
|
(7
|
)
|
Common stock warrants
|
|
Other income (expense), net
|
|
$
|
(1
|
)
|
|
$
|
8
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
Derivatives Not Designated
as Hedges
|
|
Location of Gain (Loss)
Recognized in Income on
Derivatives
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
(amounts in millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
Revenues
|
|
$
|
(101
|
)
|
|
$
|
(13
|
)
|
|
|
$
|
(60
|
)
|
|
$
|
(224
|
)
|
Commodity contracts, affiliates
|
|
Revenues
|
|
$
|
—
|
|
|
$
|
4
|
|
|
|
$
|
(6
|
)
|
|
$
|
(18
|
)
|
Interest rate contracts
|
|
Interest expense
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
|
$
|
(33
|
)
|
|
$
|
(7
|
)
|
Common stock warrants
|
|
Other income (expense), net
|
|
$
|
(1
|
)
|
|
$
|
8
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Fair Value as of December 31, 2013
|
||||||||||||||
(amounts in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
50
|
|
|
$
|
94
|
|
Natural gas derivatives
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Total assets from commodity risk management activities
|
|
$
|
—
|
|
|
$
|
53
|
|
|
$
|
50
|
|
|
$
|
103
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
(55
|
)
|
|
$
|
(39
|
)
|
|
$
|
(94
|
)
|
Natural gas derivatives
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
||||
Heat rate derivatives
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Emissions derivatives
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Coal derivatives
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||
Total liabilities from commodity risk management activities
|
|
—
|
|
|
(82
|
)
|
|
(40
|
)
|
|
(122
|
)
|
||||
Liabilities from interest rate contracts
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
(47
|
)
|
||||
Liabilities from outstanding common stock warrants
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
||||
Total liabilities
|
|
$
|
(21
|
)
|
|
$
|
(129
|
)
|
|
$
|
(40
|
)
|
|
$
|
(190
|
)
|
|
|
Fair Value as of December 31, 2012
|
||||||||||||||
(amounts in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
11
|
|
|
$
|
48
|
|
Natural gas derivatives
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
Heat rate derivatives
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Total assets from commodity risk management activities:
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
14
|
|
|
$
|
65
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
(50
|
)
|
|
$
|
(6
|
)
|
|
$
|
(56
|
)
|
Natural gas derivatives
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
||||
Heat rate derivatives
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Total liabilities from commodity risk management activities
|
|
—
|
|
|
(70
|
)
|
|
(7
|
)
|
|
(77
|
)
|
||||
Liabilities from interest rate contracts
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
(46
|
)
|
||||
Liabilities from outstanding common stock warrants
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||
Total liabilities
|
|
$
|
(20
|
)
|
|
$
|
(116
|
)
|
|
$
|
(7
|
)
|
|
$
|
(143
|
)
|
Transaction Type
|
|
Quantity
|
|
Unit of Measure
|
|
Net Fair Value
|
|
Valuation Technique
|
|
Significant Unobservable Inputs
|
|
Significant Unobservable Inputs Range
|
|||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Electricity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Forward contracts—power (1)
|
|
(10
|
)
|
|
Million MWh
|
|
$
|
1
|
|
|
Basis spread + liquid location
|
|
Basis spread
|
|
$6.00-$10.00
|
FTRs
|
|
12
|
|
|
Million MWh
|
|
$
|
9
|
|
|
Historical congestion
|
|
Forward price
|
|
$0.50-$10.00
|
Heat rate derivatives
|
|
244
|
|
|
Thousand Tons
|
|
$
|
—
|
|
|
Option models
|
|
Coal/power price correlation
|
|
0%-22%
|
|
(429
|
)
|
|
Thousand MWh
|
|
$
|
—
|
|
|
|
Power price volatility
|
|
10%-30%
|
(1)
|
Represents forward financial and physical transactions at illiquid pricing locations.
|
|
|
Successor
|
||||||||||
|
|
Year Ended December 31, 2013
|
||||||||||
(amounts in millions)
|
|
Electricity
Derivatives
|
|
Heat Rate Derivatives
|
|
Total
|
||||||
Balance at December 31, 2012
|
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
7
|
|
Total gains (losses) included in earnings
|
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
|||
Settlements (1)
|
|
(6
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|||
AER Acquisition
|
|
16
|
|
|
(1
|
)
|
|
15
|
|
|||
Balance at December 31, 2013
|
|
$
|
11
|
|
|
$
|
(1
|
)
|
|
$
|
10
|
|
Mark-to-market gains (losses) relating to instruments held as of December 31, 2013
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||||
(amounts in millions)
|
|
Electricity Derivatives
|
|
Heat Rate Derivatives
|
|
Administrative Claim
|
|
Interest Rate Swaps (2)
|
|
Total
|
||||||||||
Balance at December 31, 2011 (Predecessor)
|
|
$
|
20
|
|
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
(3
|
)
|
Total gains (losses) included in earnings
|
|
(33
|
)
|
|
1
|
|
|
17
|
|
|
(24
|
)
|
|
(39
|
)
|
|||||
Settlements (1)
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||
DMG Acquisition
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(3
|
)
|
|||||
Issuance of Administrative Claim
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
(64
|
)
|
|||||
Transfer out of level 3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
37
|
|
|||||
Balance at October 1, 2012 (Predecessor)
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
|
$
|
(47
|
)
|
|
$
|
—
|
|
|
$
|
(44
|
)
|
Total losses included in earnings
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Settlements (1)
|
|
—
|
|
|
5
|
|
|
47
|
|
|
—
|
|
|
52
|
|
|||||
Balance at December 31, 2012 (Successor)
|
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Mark-to-market gains (losses) relating to instruments held as of December 31, 2012
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Predecessor
|
||||||||||||||||||
|
|
Year Ended December 31, 2011
|
||||||||||||||||||
(amounts in millions)
|
|
Electricity
Derivatives
|
|
Natural Gas Derivatives
|
|
Heat Rate Derivatives
|
|
Interest Rate Swaps (2)
|
|
Total
|
||||||||||
Balance at December 31, 2010
|
|
$
|
49
|
|
|
$
|
5
|
|
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
$
|
23
|
|
Total gains (losses) included in earnings
|
|
7
|
|
|
(4
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|
(8
|
)
|
|||||
Settlements (1)
|
|
(36
|
)
|
|
(1
|
)
|
|
19
|
|
|
—
|
|
|
(18
|
)
|
|||||
Balance at December 31, 2011
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
(6
|
)
|
|
$
|
(3
|
)
|
Mark-to-market gains (losses) relating to instruments (net of affiliates) held as of December 31, 2011
|
|
$
|
9
|
|
|
$
|
(4
|
)
|
|
$
|
(7
|
)
|
|
$
|
(6
|
)
|
|
$
|
(8
|
)
|
(1)
|
For purposes of these tables, we define settlements as the beginning of period fair value of contracts that settled during the period.
|
(2)
|
The interest rate contracts classified within Level 3 in the Predecessor period include an implied credit fee that impacted the day one value of the instruments. We revalued the credit fee in connection with the application of fresh-start accounting. As a result, these instruments are classified within Level 2 in the Successor period.
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
(amounts in millions)
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Dynegy Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Tranche B-2 Term Loan, due 2020 (1)
|
|
$
|
(792
|
)
|
|
$
|
(802
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
5.875% Senior Notes, due 2023
|
|
$
|
(500
|
)
|
|
$
|
(468
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Emissions Repurchase Agreements
|
|
$
|
(17
|
)
|
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate derivatives not designated as accounting hedges
|
|
$
|
(47
|
)
|
|
$
|
(47
|
)
|
|
$
|
(46
|
)
|
|
$
|
(46
|
)
|
Commodity-based derivative contracts not designated as accounting hedges (2)
|
|
$
|
(19
|
)
|
|
$
|
(19
|
)
|
|
$
|
(12
|
)
|
|
$
|
(12
|
)
|
Common stock warrants
|
|
$
|
(21
|
)
|
|
$
|
(21
|
)
|
|
$
|
(20
|
)
|
|
$
|
(20
|
)
|
DPC Credit Agreement, due 2016 (3)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(880
|
)
|
|
$
|
(874
|
)
|
DMG Credit Agreement, due 2016 (4)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(535
|
)
|
|
$
|
(537
|
)
|
Genco:
|
|
|
|
|
|
|
|
|
||||||||
7.95% Senior Notes Series F, due 2032 (5)
|
|
$
|
(224
|
)
|
|
$
|
(216
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
7.00% Senior Notes Series H, due 2018 (5)
|
|
$
|
(259
|
)
|
|
$
|
(252
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
6.30% Senior Notes Series I, due 2020 (5)
|
|
$
|
(200
|
)
|
|
$
|
(196
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Carrying amount includes an unamortized discount of
$4 million
as of
December 31, 2013
. Please read
Note 12—Debt
for further discussion.
|
(2)
|
Carrying amount of commodity-based derivative contracts excludes
$4 million
and
$8 million
of cash posted as collateral, as of
December 31, 2013
and
December 31, 2012
, respectively.
|
(3)
|
Carrying amount includes an unamortized premium of
$43 million
as of
December 31, 2012
. Please read
Note 12—Debt
for further discussion.
|
(4)
|
Carrying amount includes an unamortized premium of
$18 million
as of
December 31, 2012
. Please read
Note 12—Debt
for further discussion.
|
(5)
|
Combined carrying amounts as of
December 31, 2013
include unamortized discounts of
$142 million
related to the AER Acquisition. Please read
Note 12—Debt
and
Note 3—Merger and Acquisitions
—AER Transaction Agreement for further discussion.
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Beginning of period
|
|
$
|
11
|
|
|
$
|
(24
|
)
|
|
|
$
|
1
|
|
|
$
|
(53
|
)
|
Current period other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||
Actuarial gain and plan amendments (net of tax expense of $31, zero, zero and zero, respectively)
|
|
56
|
|
|
11
|
|
|
|
—
|
|
|
—
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||
Reclassification of mark-to-market gains to earnings on interest rate swaps designated as cash flow hedges, net (net of tax benefit of zero, zero, zero and $3, respectively) (1)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(2
|
)
|
||||
Reclassification of curtailment gain included in net loss, net of tax (2)
|
|
(7
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Amortization of unrecognized prior service cost and actuarial gain (loss) (net of tax expense of zero, zero, zero and $(2), respectively) (3)
|
|
(2
|
)
|
|
—
|
|
|
|
(1
|
)
|
|
4
|
|
||||
Net current period other comprehensive income (loss), net of tax
|
|
47
|
|
|
11
|
|
|
|
(1
|
)
|
|
2
|
|
||||
DMG Transfer (4)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
52
|
|
||||
DMG Acquisition (4)
|
|
—
|
|
|
—
|
|
|
|
(24
|
)
|
|
—
|
|
||||
Fresh-start adjustments (5)
|
|
—
|
|
|
24
|
|
|
|
—
|
|
|
—
|
|
||||
End of period
|
|
$
|
58
|
|
|
$
|
11
|
|
|
|
$
|
(24
|
)
|
|
$
|
1
|
|
(1)
|
Amount related to the reclassification of mark-to-market gains on cash flow hedging activities, net and was recorded in Revenues on our consolidated statements of operations.
|
(2)
|
Amount related to the DNE pension curtailment gain and was recorded in Income (loss) from discontinued operations, net of tax on our consolidated statements of operations. Please read
Note 18—Employee Compensation, Savings, Pension and Other Post-Employment Benefit Plans
for further discussion.
|
(3)
|
Amounts are associated with our defined benefit pension and other post-employment benefit plans and are included in the computation of net periodic pension cost. Please read
Note 18—Employee Compensation, Savings, Pension and Other Post-Employment Benefit Plans
for further discussion.
|
(4)
|
Amount related to the transfer of certain defined benefit pension and other post-employment benefit plans as a part of the DMG Transfer on September 1, 2011 and subsequent DMG Acquisition on June 5, 2012. Please read
Note 18—Employee Compensation, Savings, Pension and Other Post-Employment Benefit Plans
for further discussion.
|
(5)
|
Represents the fresh-start adjustment to eliminate the historical accumulated other comprehensive loss of the Predecessor.
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Interest paid (net of amount capitalized)
|
|
$
|
92
|
|
|
$
|
36
|
|
|
|
$
|
96
|
|
|
$
|
221
|
|
Taxes received, net
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
|
$
|
(7
|
)
|
|
$
|
(2
|
)
|
Other non-cash investing and financing activity:
|
|
|
|
|
|
|
|
|
|
||||||||
Non-cash capital expenditures (1)
|
|
$
|
(3
|
)
|
|
$
|
3
|
|
|
|
$
|
(3
|
)
|
|
$
|
3
|
|
Other affiliate activity with Legacy Dynegy (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
(34
|
)
|
Undertaking agreement, affiliate (3)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
(1,250
|
)
|
Acquisition consideration (4)
|
|
$
|
7
|
|
|
$
|
—
|
|
|
|
$
|
466
|
|
|
$
|
—
|
|
Extinguishment of liabilities subject to compromise
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
4,240
|
|
|
$
|
—
|
|
Issuance of new common stock and warrants
|
|
$
|
—
|
|
|
$
|
2,624
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
These expenditures related primarily to changes in our accruals related to capital expenditures for all years presented. Please read
Note 16—Commitments and Contingencies
for further discussion.
|
(2)
|
Represents transactions with Legacy Dynegy in the normal course of business, primarily the reallocation of deferred taxes between legal entities in accordance with the applicable IRS regulations.
|
(3)
|
Represents a promissory note received in exchange for the DMG Transfer on September 1, 2011.
|
(4)
|
Represents the consideration given by us related to acquisitions. Please read
Note 3—Merger and Acquisitions
for further discussion.
|
(amounts in millions)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Materials and supplies
|
|
$
|
81
|
|
|
$
|
46
|
|
Coal
|
|
92
|
|
|
52
|
|
||
Fuel oil
|
|
4
|
|
|
3
|
|
||
Emissions allowances (1)
|
|
4
|
|
|
—
|
|
||
Total
|
|
$
|
181
|
|
|
$
|
101
|
|
(1)
|
This inventory is held as collateral by one of our counterparties as part of a financing arrangement. Refer to
Note 12—Debt
for further details related to the Emissions Repurchase Agreements.
|
(amounts in millions)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Power generation
|
|
$
|
2,032
|
|
|
$
|
1,981
|
|
Environmental upgrades
|
|
1,014
|
|
|
620
|
|
||
Buildings and improvements
|
|
427
|
|
|
404
|
|
||
Office and other equipment
|
|
54
|
|
|
59
|
|
||
Property, plant and equipment
|
|
3,527
|
|
|
3,064
|
|
||
Accumulated depreciation
|
|
(212
|
)
|
|
(42
|
)
|
||
Property, plant and equipment, net
|
|
$
|
3,315
|
|
|
$
|
3,022
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Total interest costs incurred
|
|
$
|
86
|
|
|
$
|
35
|
|
|
|
$
|
97
|
|
|
$
|
326
|
|
Capitalized interest
|
|
$
|
2
|
|
|
$
|
—
|
|
|
|
$
|
5
|
|
|
$
|
12
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
(amounts in millions)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Electricity Contracts
|
|
$
|
330
|
|
|
$
|
(170
|
)
|
|
$
|
236
|
|
|
$
|
(34
|
)
|
Coal Contracts
|
|
39
|
|
|
(150
|
)
|
|
143
|
|
|
(28
|
)
|
||||
Gas Transport
|
|
(24
|
)
|
|
9
|
|
|
(24
|
)
|
|
2
|
|
||||
Total
|
|
$
|
345
|
|
|
$
|
(311
|
)
|
|
$
|
355
|
|
|
$
|
(60
|
)
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Electricity Contracts (1)
|
|
$
|
136
|
|
|
$
|
34
|
|
|
|
$
|
33
|
|
|
$
|
42
|
|
Coal Contracts (2)
|
|
122
|
|
|
28
|
|
|
|
49
|
|
|
—
|
|
||||
Gas Transport (2)
|
|
(7
|
)
|
|
(2
|
)
|
|
|
(4
|
)
|
|
(5
|
)
|
||||
Total
|
|
$
|
251
|
|
|
$
|
60
|
|
|
|
$
|
78
|
|
|
$
|
37
|
|
(1)
|
The amortization expense of these contracts is recognized in Revenues in our consolidated statements of operations.
|
(2)
|
The amortization expense of these contracts is recognized in Cost of sales in our consolidated statements of operations.
|
(amounts in millions)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Dynegy Inc.:
|
|
|
|
|
||||
Tranche B-2 Term Loan, due 2020
|
|
$
|
796
|
|
|
$
|
—
|
|
5.875% Senior Notes, due 2023
|
|
500
|
|
|
—
|
|
||
Revolving Facility
|
|
—
|
|
|
—
|
|
||
Emissions Repurchase Agreements
|
|
17
|
|
|
—
|
|
||
DPC Credit Agreement, due 2016
|
|
—
|
|
|
837
|
|
||
DMG Credit Agreement, due 2016
|
|
—
|
|
|
517
|
|
||
Genco:
|
|
|
|
|
||||
7.95% Senior Notes Series F, due 2032
|
|
275
|
|
|
—
|
|
||
7.00% Senior Notes Series H, due 2018
|
|
300
|
|
|
—
|
|
||
6.30% Senior Notes Series I, due 2020
|
|
250
|
|
|
—
|
|
||
|
|
2,138
|
|
|
1,354
|
|
||
Unamortized (discounts) premiums on debt, net
|
|
(146
|
)
|
|
61
|
|
||
|
|
1,992
|
|
|
1,415
|
|
||
Less: Current maturities, including unamortized (discounts) premiums, net
|
|
13
|
|
|
29
|
|
||
Total Long-term debt
|
|
$
|
1,979
|
|
|
$
|
1,386
|
|
Compliance Period
|
|
Consolidated Senior Secured Net Debt to Consolidated Adjusted EBITDA (1)
|
September 30, 2013 through December 31, 2013
|
|
5.00: 1.00
|
March 31, 2014 through December 31, 2014
|
|
4.00: 1.00
|
March 31, 2015 through December 31, 2015
|
|
4.75: 1.00
|
March 31, 2016 through December 31, 2016
|
|
3.75: 1.00
|
March 31, 2017 and Thereafter
|
|
3.00: 1.00
|
(1)
|
For purposes of calculating Net Debt, we may only apply a maximum of
$150 million
in cash to our outstanding secured debt.
|
|
|
Required Ratio
|
Restricted payment interest coverage ratio (1)
|
|
≥1.75
|
Additional indebtedness interest coverage ratio
|
|
≥2.50
|
Additional indebtedness debt-to-capital ratio
|
|
≤60%
|
(1)
|
As of the date of the restricted payment, as defined, the minimum ratio must have been achieved for the most recently ended four fiscal quarters and projected by management to be achieved for each of the subsequent four six-month periods.
|
(amounts in millions)
|
|
December 31, 2012
|
||
DPC LC facilities (1)
|
|
$
|
220
|
|
DPC Collateral Posting Account (2)
|
|
63
|
|
|
DMG LC facility (1)
|
|
14
|
|
|
DMG Collateral Posting Account (2)
|
|
8
|
|
|
Corporate LC facilities (1)
|
|
27
|
|
|
Other (3)
|
|
3
|
|
|
Total restricted cash
|
|
$
|
335
|
|
(1)
|
Includes cash posted to support the respective letter of credit reimbursement and collateral agreements.
|
(2)
|
Amounts are restricted and used for future collateral posting requirements or released per the terms of the applicable credit agreement. As a result of terminating the DPC and DMG credit agreements, all of our restricted cash was released.
|
(3)
|
Includes cash posted to support a letter of credit and collateral for the corporate card program.
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Service Agreements
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
|
$
|
13
|
|
|
$
|
(33
|
)
|
EMA Agreements
|
|
—
|
|
|
—
|
|
|
|
1
|
|
|
2
|
|
||||
Total
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
|
$
|
14
|
|
|
$
|
(31
|
)
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
(amounts in millions)
|
|
Accounts
Receivable,
Affiliates
|
|
Accounts
Payable,
Affiliates
|
|
Accounts
Receivable,
Affiliates
|
|
Accounts
Payable,
Affiliates
|
||||||||
Service Agreements
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Current tax expense
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred tax benefit
|
|
67
|
|
|
—
|
|
|
|
9
|
|
|
144
|
|
||||
Income tax benefit
|
|
$
|
58
|
|
|
$
|
—
|
|
|
|
$
|
9
|
|
|
$
|
144
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Expected tax benefit at U.S. statutory rate (35%)
|
|
$
|
146
|
|
|
$
|
39
|
|
|
|
$
|
419
|
|
|
$
|
201
|
|
State taxes (1)
|
|
3
|
|
|
—
|
|
|
|
—
|
|
|
17
|
|
||||
Permanent differences
|
|
2
|
|
|
2
|
|
|
|
—
|
|
|
(1
|
)
|
||||
Valuation allowance (2)(3)
|
|
(22
|
)
|
|
(41
|
)
|
|
|
(399
|
)
|
|
(79
|
)
|
||||
Uncertain tax position
|
|
(67
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
(4
|
)
|
|
—
|
|
|
|
(11
|
)
|
|
6
|
|
||||
Income tax benefit
|
|
$
|
58
|
|
|
$
|
—
|
|
|
|
$
|
9
|
|
|
$
|
144
|
|
(1)
|
We incurred a state tax benefit for the year ended
December 31, 2011
due to current year losses and a
$6 million
audit adjustment offset by a
$2 million
expense due to a change in Illinois tax law.
|
(2)
|
We recorded a valuation allowance of
$41 million
during the 2012 Successor Period to reserve our net deferred tax assets. In connection with the DMG Transfer, we recognized a deferred tax asset of approximately
$466 million
and subsequently recorded a valuation allowance for the full amount. We do not believe we will produce sufficient taxable income, nor are there tax planning strategies available to realize the tax benefit. The AER Acquisition in 2013 caused a change in judgment about the realizability of our deferred tax assets. As a result, we recorded a
$35 million
reduction to our valuation allowance during 2013 in connection with the AER Acquisition.
|
(3)
|
Pre-tax income from components other than continuing operations provided a source of income that allowed for the reduction of the valuation allowance from continuing operations.
|
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
||||
Current:
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Reserves (legal, environmental and other)
|
|
$
|
1
|
|
|
$
|
39
|
|
Intangible contracts and other
|
|
52
|
|
|
—
|
|
||
Subtotal
|
|
53
|
|
|
39
|
|
||
Less: valuation allowance
|
|
(38
|
)
|
|
(21
|
)
|
||
Total current deferred tax assets
|
|
15
|
|
|
18
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Miscellaneous book/tax recognition differences
|
|
(115
|
)
|
|
(113
|
)
|
||
Total current deferred tax liabilities
|
|
(115
|
)
|
|
(113
|
)
|
||
Net current deferred tax liabilities
|
|
(100
|
)
|
|
(95
|
)
|
||
Non-current:
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
|
||||
NOL carryforwards
|
|
1,093
|
|
|
1,098
|
|
||
AMT credit carryforwards
|
|
271
|
|
|
271
|
|
||
Reserves (legal, environmental and other)
|
|
2
|
|
|
2
|
|
||
Pension and other post-employment benefits
|
|
15
|
|
|
21
|
|
||
Asset retirement obligations
|
|
70
|
|
|
29
|
|
||
Deferred financing costs, power contracts and other
|
|
67
|
|
|
132
|
|
||
Subtotal
|
|
1,518
|
|
|
1,553
|
|
||
Less: valuation allowance
|
|
(1,111
|
)
|
|
(1,100
|
)
|
||
Total non-current deferred tax assets
|
|
407
|
|
|
453
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and other property differences
|
|
(278
|
)
|
|
(358
|
)
|
||
Other
|
|
(29
|
)
|
|
—
|
|
||
Subtotal
|
|
(307
|
)
|
|
(358
|
)
|
||
Net non-current deferred tax assets
|
|
100
|
|
|
95
|
|
||
Net deferred tax liability
|
|
$
|
—
|
|
|
$
|
—
|
|
(amounts in millions)
|
|
Balance at
Beginning of
Period
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other
Accounts
|
|
Additions/
(Deductions)
|
|
Balance at End
of Period
|
|||||||
Year Ended December 31, 2013 (Successor)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Changes in valuation allowance—continuing operations
|
|
$
|
1,121
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
$
|
1,149
|
|
October 2, 2012 through December 31, 2012 (Successor)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Changes in valuation allowance—continuing operations
|
|
$
|
1,072
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
$
|
1,121
|
|
January 1 through October 1, 2012 (Predecessor)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Changes in valuation allowance—continuing operations
|
|
$
|
673
|
|
|
399
|
|
|
—
|
|
|
—
|
|
|
$
|
1,072
|
|
Year Ended December 31, 2011 (Predecessor)
|
|
|
|
|
|
|
|
|
|
|
|||||||
Changes in valuation allowance—continuing operations
|
|
$
|
21
|
|
|
176
|
|
|
476
|
|
|
—
|
|
|
$
|
673
|
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
amounts in millions
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Unrecognized tax benefits, beginning of period
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
$
|
4
|
|
|
$
|
5
|
|
Increase based on tax positions related to the prior period
|
|
273
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Decrease due to settlements and payments
|
|
—
|
|
|
—
|
|
|
|
(3
|
)
|
|
(1
|
)
|
||||
Decrease as a result of lapse in the statutes of limitations
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Unrecognized tax benefits, end of period
|
|
$
|
274
|
|
|
$
|
1
|
|
|
|
$
|
1
|
|
|
$
|
4
|
|
(in millions, except per share amounts)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
||||
Loss from continuing operations
|
|
$
|
(359
|
)
|
|
$
|
(113
|
)
|
Less: Net income (loss) attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
||
Loss from continuing operations attributable to Dynegy Inc. for basic and diluted loss per share
|
|
$
|
(359
|
)
|
|
$
|
(113
|
)
|
|
|
|
|
|
||||
Basic weighted-average shares
|
|
100
|
|
|
100
|
|
||
Effect of dilutive securities (1)
|
|
—
|
|
|
—
|
|
||
Diluted weighted-average shares
|
|
100
|
|
|
100
|
|
||
|
|
|
|
|
||||
Loss per share from continuing operations attributable to Dynegy Inc.:
|
|
|
|
|
||||
Basic
|
|
$
|
(3.59
|
)
|
|
$
|
(1.13
|
)
|
Diluted (1)
|
|
$
|
(3.59
|
)
|
|
$
|
(1.13
|
)
|
(1)
|
Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized the basic shares outstanding amount to calculate both basic and diluted loss per share for all periods presented.
|
(in millions of shares)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
||
Stock options
|
|
1.0
|
|
|
0.7
|
|
Restricted stock units
|
|
0.7
|
|
|
0.3
|
|
Performance stock units
|
|
0.1
|
|
|
—
|
|
Warrants
|
|
15.6
|
|
|
15.6
|
|
Total
|
|
17.4
|
|
|
16.6
|
|
For the Year Ended December 31,
|
|
Amounts (in millions)
|
||
2014
|
|
$
|
4
|
|
2015
|
|
$
|
4
|
|
2016
|
|
$
|
3
|
|
2017
|
|
$
|
4
|
|
2018
|
|
$
|
3
|
|
•
|
Dynegy
2012
Long Term Incentive Plan.
This plan is a broad-based plan and provides for the issuance of approximately
6.1 million
authorized shares through
October 2022
. The maximum number of shares of common stock that may be subject to options, restricted stock awards, stock unit awards, stock appreciation rights, phantom stock awards and performance awards, denominated in shares of common stock granted to any one individual during any calendar year may not exceed approximately
1.2 million
shares or the equivalent of approximately
1.2 million
shares of common stock (subject to adjustment in accordance with the provisions of the
2012
Long Term Incentive Plan). The maximum amount of compensation that may be paid under all performance awards denominated in cash (including the fair market value of any shares of common stock paid in satisfaction of such performance awards) granted to any one individual during any calendar year may not exceed a fair market value of
$10 million
. Any options granted under the plan will expire no later than
10
years from the date of the grant.
|
•
|
Dynegy
2000
Long Term Incentive Plan.
This annual compensation plan, created for all employees upon Illinova’s merger with us, provided for the issuance of
2 million
authorized shares through
June 2009
. Grants from this plan vested in equal annual installments over a
three
-year period, and options expired
10
years from the date of the grant. All outstanding awards were cancelled on the Plan Effective Date.
|
•
|
Dynegy
2001
Non-Executive Long Term Incentive Plan
. This plan was a broad-based plan and provided for the issuance of
2 million
authorized shares through
September 2011
. Grants from this plan vested in equal annual installments over a
three
-year period, and options expired no later than
10
years from the date of the grant. This plan was frozen as to issuance of new awards. All outstanding awards were cancelled on the Plan Effective Date.
|
•
|
Dynegy
2002
Long Term Incentive Plan.
This annual compensation plan provided for the issuance of
2 million
authorized shares through
May 2012
. Grants from this plan vested in equal annual installments over a
three
-year period, and options expired no later than
10
years from the date of the grant. Following the approval of the Dynegy
2010
Long Term Incentive Plan, this plan was frozen as to issuance of new awards. All outstanding awards were cancelled on the Plan Effective Date.
|
•
|
Dynegy
2010
Long Term Incentive Plan.
This plan was a broad-based plan and provided for the issuance of
3.7 million
authorized shares through
May 2020
. Any options granted under the plan were to expire no later than
10
years from the date of the grant. All outstanding awards were cancelled on the Plan Effective Date.
|
|
Year Ended December 31, 2013
|
|||||||||||
|
Options (in thousands)
|
|
Weighted Average
Exercise Price
|
|
Weighted Average Remaining Contractual Life
(in years)
|
|
Aggregate Intrinsic Value
(amounts in millions) |
|||||
Outstanding at beginning of period
|
688
|
|
|
$
|
18.70
|
|
|
|
|
|
||
Granted
|
400
|
|
|
$
|
22.84
|
|
|
|
|
|
||
Exercised
|
(88
|
)
|
|
$
|
18.70
|
|
|
|
|
|
||
Outstanding at end of period
|
1,000
|
|
|
$
|
20.36
|
|
|
8.96
|
|
$
|
2
|
|
Vested and unvested expected to vest
|
959
|
|
|
$
|
20.33
|
|
|
8.95
|
|
$
|
2
|
|
Exercisable at end of period
|
206
|
|
|
$
|
18.82
|
|
|
8.60
|
|
$
|
1
|
|
|
Year Ended December 31, 2013
|
|
October 2 through December 31, 2012
|
||
Dividends
|
—
|
|
|
—
|
|
Expected volatility
|
32.79
|
%
|
|
41.19
|
%
|
Risk-free interest rate
|
1.05
|
%
|
|
0.85
|
%
|
Expected option life
|
5.5 years
|
|
|
5.5 years
|
|
|
Year Ended December 31, 2013
|
|||||||||||
|
RSUs (in thousands)
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted Average Remaining Contractual Life
(in years)
|
|
Aggregate Intrinsic Value
(amounts in millions) |
|||||
Outstanding at beginning of period
|
288
|
|
|
$
|
18.70
|
|
|
|
|
|
||
Granted
|
627
|
|
|
$
|
23.15
|
|
|
|
|
|
||
Vested and released
|
(158
|
)
|
|
$
|
20.58
|
|
|
|
|
|
||
Forfeited
|
(12
|
)
|
|
$
|
23.10
|
|
|
|
|
|
||
Outstanding at end of period
|
745
|
|
|
$
|
22.23
|
|
|
1.80
|
|
$
|
16
|
|
|
Year Ended December 31, 2013
|
|||||||||||
|
PSUs (in thousands)
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted Average Remaining Contractual Life
(in years)
|
|
Aggregate Intrinsic Value
(amounts in millions) |
|||||
Outstanding at beginning of period
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Granted
|
129
|
|
|
$
|
23.10
|
|
|
|
|
|
||
Vested and released
|
(1
|
)
|
|
$
|
23.10
|
|
|
|
|
|
||
Forfeited
|
(4
|
)
|
|
$
|
23.10
|
|
|
|
|
|
||
Outstanding at end of period
|
124
|
|
|
$
|
23.10
|
|
|
2.00
|
|
$
|
1
|
|
•
|
Three
-year performance period (2013 through 2015);
|
•
|
Payout opportunity of
0
-
200
percent of target, intended to be settled in shares;
|
•
|
Cumulative TSR percentile ranking calculated at end of performance period and applied to the payout scale to determine the number of earned/vested PSUs; and
|
•
|
If absolute TSR is negative, PSU award payouts will be capped at
100 percent
of the target number of PSUs granted, regardless of relative TSR positioning.
|
•
|
Dynegy Inc. 401(k) Plan.
This plan and the related trust fund are established and maintained for the exclusive benefit of participating employees in the U.S. Generally, all employees of designated Dynegy subsidiaries are eligible to participate in this plan. Except for certain represented employees, employee pre-tax and Roth contributions to the plan are matched by the Company at
100 percent
, up to a maximum of
five percent
of base pay (subject to IRS limitations) and vesting in company contributions is based on years of service with
50 percent
vesting per full year of service. Effective December 2, 2013, IPH employees participate in this plan and effective January 1, 2014, EEI employees participate in this plan. This plan also allows for a discretionary contribution to eligible employee accounts for each plan year, subject to the sole discretion of the Compensation and Human Resources Committee of the Board of Directors.
No
discretionary contributions were made for any of the years in the three-year period ended
December 31, 2013
.
|
•
|
Restoration 401(k) Savings Plan.
In 2008, we adopted the Dynegy Inc. Restoration 401(k) Savings Plan, a nonqualified plan that supplements or restores benefits lost by certain of our highly compensated employees under the Dynegy Inc. 401(k) Plan as a result of IRC limitations that apply to qualified plans. Benefits under this plan are paid as a lump sum. However, effective for periods on and after January 1, 2012, participation in and benefit accruals under this plan were frozen.
|
•
|
EEI Bargaining Unit 401(k) Plan.
Under this plan we match
50 percent
of employee pre-tax contributions up to
eight percent
of base pay for EEI union employees, subject to IRS limitations. Effective January 1, 2014, plan benefits were frozen and contributions stopped as of that date and participants became eligible to participate in the Dynegy Inc. 401(k) Plan.
|
•
|
EEI Management 401(k) Plan.
Under this plan we match we match
50 percent
of employee pre-tax contributions up to
eight percent
of base pay for EEI management employees, subject to IRS limitations. Effective January 1, 2014, plan benefits were frozen and contributions stopped as of that date and participants became eligible to participate in the Dynegy Inc. 401(k) Plan.
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||
|
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 through December 31, 2012
|
|
|
January 1 through October 1, 2012
|
|
Year Ended December 31, 2013
|
|
October 2 through December 31, 2012
|
|
|
January 1 through October 1, 2012
|
||||||||||||
Projected benefit obligation, beginning of the period
|
|
$
|
337
|
|
|
$
|
352
|
|
|
|
$
|
1
|
|
|
$
|
55
|
|
|
$
|
54
|
|
|
|
$
|
18
|
|
Service cost
|
|
9
|
|
|
3
|
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
|
2
|
|
||||||
Interest cost
|
|
14
|
|
|
3
|
|
|
|
5
|
|
|
2
|
|
|
1
|
|
|
|
1
|
|
||||||
Actuarial (gain) loss
|
|
(31
|
)
|
|
(4
|
)
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
|
—
|
|
||||||
Benefits paid
|
|
(16
|
)
|
|
(9
|
)
|
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|
|
(1
|
)
|
||||||
Plan change
|
|
(14
|
)
|
|
(7
|
)
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
|
—
|
|
||||||
Curtailment (gain) loss
|
|
1
|
|
|
(1
|
)
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
|
—
|
|
||||||
AER Acquisition
|
|
90
|
|
|
—
|
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
|
—
|
|
||||||
DMG Acquisition
|
|
—
|
|
|
—
|
|
|
|
297
|
|
|
—
|
|
|
—
|
|
|
|
44
|
|
||||||
Fresh-start adjustments
|
|
—
|
|
|
—
|
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
|
(10
|
)
|
||||||
Projected benefit obligation, end of the period
|
|
$
|
390
|
|
|
$
|
337
|
|
|
|
$
|
352
|
|
|
$
|
81
|
|
|
$
|
55
|
|
|
|
$
|
54
|
|
Fair value of plan assets, beginning of the period
|
|
$
|
277
|
|
|
$
|
278
|
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
30
|
|
|
5
|
|
|
|
6
|
|
|
1
|
|
|
—
|
|
|
|
—
|
|
||||||
Asset gain (loss)
|
|
—
|
|
|
(1
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||||
Employer contributions
|
|
7
|
|
|
4
|
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
|
1
|
|
||||||
Benefits paid
|
|
(16
|
)
|
|
(9
|
)
|
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
|
(1
|
)
|
||||||
AER Acquisition
|
|
75
|
|
|
—
|
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
|
—
|
|
||||||
DMG Acquisition
|
|
—
|
|
|
—
|
|
|
|
244
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||||
Fresh-start adjustments
|
|
—
|
|
|
—
|
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||||
Fair value of plan assets, end of the period
|
|
$
|
373
|
|
|
$
|
277
|
|
|
|
$
|
278
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Funded status
|
|
$
|
(17
|
)
|
|
$
|
(60
|
)
|
|
|
$
|
(74
|
)
|
|
$
|
(14
|
)
|
|
$
|
(55
|
)
|
|
|
$
|
(54
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||
|
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 through December 31, 2012
|
|
|
January 1 through October 1, 2012
|
|
Year Ended December 31, 2013
|
|
October 2 through December 31, 2012
|
|
|
January 1 through October 1, 2012
|
||||||||||||
Prior service credit
|
|
$
|
(13
|
)
|
|
$
|
(7
|
)
|
|
|
$
|
—
|
|
|
$
|
(29
|
)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Actuarial gain
|
|
(45
|
)
|
|
(4
|
)
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
|
—
|
|
||||||
Net gain recognized
|
|
$
|
(58
|
)
|
|
$
|
(11
|
)
|
|
|
$
|
—
|
|
|
$
|
(32
|
)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
(amounts in millions)
|
|
Pension
Benefits
|
|
Other
Benefits
|
|
Pension
Benefits
|
|
Other
Benefits
|
||||||||
Non-current assets
|
|
$
|
1
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Non-current liabilities
|
|
(18
|
)
|
|
(33
|
)
|
|
(60
|
)
|
|
(53
|
)
|
||||
Net amount recognized
|
|
$
|
(17
|
)
|
|
$
|
(14
|
)
|
|
$
|
(60
|
)
|
|
$
|
(55
|
)
|
|
|
Pension Benefits
|
|||||||||||||||
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Service cost benefits earned during period
|
|
$
|
9
|
|
|
$
|
3
|
|
|
|
$
|
3
|
|
|
$
|
8
|
|
Interest cost on projected benefit obligation
|
|
14
|
|
|
3
|
|
|
|
4
|
|
|
10
|
|
||||
Expected return on plan assets
|
|
(19
|
)
|
|
(5
|
)
|
|
|
(5
|
)
|
|
(11
|
)
|
||||
Amortization of prior service costs
|
|
(1
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Recognized net actuarial loss
|
|
—
|
|
|
—
|
|
|
|
2
|
|
|
4
|
|
||||
Curtailment gain (1)
|
|
(7
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Total net periodic benefit cost
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
|
|
$
|
4
|
|
|
$
|
11
|
|
(1)
|
The curtailment gain was related to the DNE pension plan and resulted from the Roseton sale and the termination of a majority of the Danskammer employees.
|
|
|
Other Benefits
|
|||||||||||||||
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Service cost benefits earned during period
|
|
$
|
1
|
|
|
$
|
—
|
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost on projected benefit obligation
|
|
2
|
|
|
1
|
|
|
|
1
|
|
|
3
|
|
||||
Amortization of prior service costs
|
|
(1
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Curtailment (gain) loss (1)
|
|
1
|
|
|
—
|
|
|
|
—
|
|
|
(5
|
)
|
||||
Total net periodic benefit cost
|
|
$
|
3
|
|
|
$
|
1
|
|
|
|
$
|
3
|
|
|
$
|
—
|
|
(1)
|
The curtailment loss for the year ended December 31, 2013 was related to the EEI post-employment benefit plan and resulted from a plan amendment and post-close terminations expected due to the AER Acquisition.
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||
|
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||||
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
||||||
Discount rate (1)
|
|
4.82
|
%
|
|
3.98
|
%
|
|
|
4.80
|
%
|
|
4.78
|
%
|
|
4.08
|
%
|
|
|
4.93
|
%
|
Rate of compensation increase (2)
|
|
3.50
|
%
|
|
3.50
|
%
|
|
|
3.50
|
%
|
|
3.50
|
%
|
|
N/A
|
|
|
|
N/A
|
|
(1)
|
We utilized a yield curve approach to determine the discount. Projected benefit payments for the plans were matched against the discount rates in the yield curve.
|
(2)
|
The rate of compensation increase used for other post-employment benefits for the year ended
December 31, 2013
is specifically related to the EEI post-employment plans.
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||||
|
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Discount rate
|
|
4.82
|
%
|
|
3.89
|
%
|
|
|
4.80
|
%
|
|
5.49
|
%
|
|
4.78
|
%
|
|
4.03
|
%
|
|
|
4.93
|
%
|
|
5.61
|
%
|
Dynegy - Expected return on plan assets
|
|
7.00
|
%
|
|
7.00
|
%
|
|
|
7.00
|
%
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
|
N/A
|
|
EEI - Expected return on plan assets (1)
|
|
6.25
|
%
|
|
N/A
|
|
|
|
N/A
|
|
|
N/A
|
|
|
6.00
|
%
|
|
N/A
|
|
|
|
N/A
|
|
|
N/A
|
|
Rate of compensation increase (2)
|
|
3.50
|
%
|
|
3.50
|
%
|
|
|
3.50
|
%
|
|
N/A
|
|
|
3.50
|
%
|
|
N/A
|
|
|
|
N/A
|
|
|
4.50
|
%
|
(1)
|
The average expected return on EEI’s other post-employment plan assets was
6 percent
for the year ended
December 31, 2013
. The expected return on EEI’s other post-employment plan assets was
6.50 percent
for EEI union employees and
5.50 percent
for EEI salaried employees for the year ended
December 31, 2013
.
|
(2)
|
The rate of compensation increase used for other post-employment benefits for the year ended
December 31, 2013
is specifically related to the EEI post-employment plans.
|
|
|
Successor
|
|
|
Predecessor
|
|||||
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|||
Health care cost trend rate assumed for next year
|
|
7.75
|
%
|
|
7.75
|
%
|
|
|
7.75
|
%
|
Ultimate trend rate
|
|
4.50
|
%
|
|
4.50
|
%
|
|
|
4.50
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2023
|
|
|
2020
|
|
|
|
2019
|
|
(amounts in millions)
|
|
Increase
|
|
Decrease
|
||||
Aggregate impact on service cost and interest cost
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
Impact on accumulated post-employment benefit obligation
|
|
$
|
9
|
|
|
$
|
(7
|
)
|
|
|
Fair Value as of December 31, 2013
|
||||||||||||||
(amounts in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. companies (1)
|
|
35
|
|
|
130
|
|
|
—
|
|
|
165
|
|
||||
Non-U.S. companies (2)
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
International (3)
|
|
8
|
|
|
45
|
|
|
—
|
|
|
53
|
|
||||
Fixed income securities (4)
|
|
88
|
|
|
120
|
|
|
—
|
|
|
208
|
|
||||
Total
|
|
$
|
132
|
|
|
$
|
308
|
|
|
$
|
—
|
|
|
$
|
440
|
|
(1)
|
This category comprises a domestic common collective trust not actively managed that tracks the Dow Jones total U.S. stock market.
|
(2)
|
This category comprises a common collective trust not actively managed that tracks the MSCI All Country World Ex-U.S. Index.
|
(3)
|
This category comprises actively managed common collective trusts that hold U.S. and foreign equities. These trusts track the MSCI World Index.
|
(4)
|
This category includes a mutual fund and a trust that invest primarily in investment grade corporate bonds.
|
(amounts in millions)
|
|
Pension Benefits
|
|
Other Benefits
|
||||
2014
|
|
$
|
47
|
|
|
$
|
4
|
|
2015
|
|
$
|
29
|
|
|
$
|
5
|
|
2016
|
|
$
|
31
|
|
|
$
|
5
|
|
2017
|
|
$
|
29
|
|
|
$
|
5
|
|
2018
|
|
$
|
28
|
|
|
$
|
5
|
|
2019 - 2023
|
|
$
|
145
|
|
|
$
|
24
|
|
|
|
Successor
|
||||||||||||||
(amounts in millions, except per share data)
|
|
March 2013
|
|
June
2013
|
|
September 2013
|
|
December 2013
|
||||||||
Revenues
|
|
$
|
318
|
|
|
$
|
301
|
|
|
$
|
446
|
|
|
$
|
401
|
|
Operating income (loss)
|
|
$
|
(115
|
)
|
|
$
|
(111
|
)
|
|
$
|
15
|
|
|
$
|
(107
|
)
|
Net income (loss)
|
|
$
|
(142
|
)
|
|
$
|
(145
|
)
|
|
$
|
22
|
|
|
$
|
(91
|
)
|
Net income (loss) attributable to Dynegy Inc. common stockholders
|
|
$
|
(142
|
)
|
|
$
|
(145
|
)
|
|
$
|
22
|
|
|
$
|
(91
|
)
|
Net income (loss) per share attributable to Dynegy Inc. common stockholders
|
|
$
|
(1.42
|
)
|
|
$
|
(1.45
|
)
|
|
$
|
0.22
|
|
|
$
|
(0.91
|
)
|
|
|
Predecessor
|
|
|
|
Successor
|
||||||||||||||||
(amounts in millions, except per share data)
|
|
March 2012
|
|
June
2012
|
|
September 2012
|
|
October 1, 2012
|
|
|
|
December 2012
|
||||||||||
Revenues
|
|
$
|
268
|
|
|
$
|
270
|
|
|
$
|
443
|
|
|
$
|
—
|
|
|
|
|
$
|
312
|
|
Operating income (loss)
|
|
$
|
12
|
|
|
$
|
(8
|
)
|
|
$
|
(11
|
)
|
|
$
|
12
|
|
|
|
|
$
|
(104
|
)
|
Net income (loss)
|
|
$
|
(1,082
|
)
|
(1)
|
$
|
(69
|
)
|
|
$
|
(41
|
)
|
|
$
|
1,160
|
|
(2)
|
|
|
$
|
(107
|
)
|
Net income (loss) attributable to Dynegy Inc. common stockholders
|
|
$
|
(1,082
|
)
|
|
$
|
(69
|
)
|
|
$
|
(41
|
)
|
|
$
|
1,160
|
|
|
|
|
$
|
(107
|
)
|
Net loss per share attributable to Dynegy Inc. common stockholders
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
$
|
(1.07
|
)
|
(1)
|
Includes a loss from Bankruptcy reorganization items, net and an Impairment of Undertaking receivable, affiliate of approximately
$247 million
and
$832 million
, respectively. Please read
Note 22—Condensed Combined Financial Statements of the Debtor Entities
and
Note 13—Related Party Transactions
for further discussion.
|
(2)
|
Includes a gain from Bankruptcy reorganization items, net of approximately
$1.1 billion
associated with our emergence from bankruptcy. Please read
Note 21—Emergence from Bankruptcy and Fresh-Start Accounting
for further discussion.
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
474
|
|
|
$
|
154
|
|
|
$
|
215
|
|
|
$
|
—
|
|
|
$
|
843
|
|
Accounts receivable, net
|
2
|
|
|
133
|
|
|
289
|
|
|
(4
|
)
|
|
420
|
|
|||||
Intercompany receivable
|
—
|
|
|
275
|
|
|
74
|
|
|
(349
|
)
|
|
—
|
|
|||||
Inventory
|
—
|
|
|
71
|
|
|
110
|
|
|
—
|
|
|
181
|
|
|||||
Other current assets
|
8
|
|
|
131
|
|
|
102
|
|
|
—
|
|
|
241
|
|
|||||
Total Current Assets
|
484
|
|
|
764
|
|
|
790
|
|
|
(353
|
)
|
|
1,685
|
|
|||||
Property, Plant and Equipment, Net
|
—
|
|
|
2,937
|
|
|
378
|
|
|
—
|
|
|
3,315
|
|
|||||
Other Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in affiliates
|
6,453
|
|
|
—
|
|
|
—
|
|
|
(6,453
|
)
|
|
—
|
|
|||||
Other long-term assets
|
133
|
|
|
61
|
|
|
97
|
|
|
—
|
|
|
291
|
|
|||||
Intercompany interest receivable
|
—
|
|
|
799
|
|
|
—
|
|
|
(799
|
)
|
|
—
|
|
|||||
Intercompany note receivable
|
—
|
|
|
2,243
|
|
|
—
|
|
|
(2,243
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
7,070
|
|
|
$
|
6,804
|
|
|
$
|
1,265
|
|
|
$
|
(9,848
|
)
|
|
$
|
5,291
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
4
|
|
|
$
|
114
|
|
|
$
|
215
|
|
|
$
|
(4
|
)
|
|
$
|
329
|
|
Intercompany payable
|
299
|
|
|
—
|
|
|
50
|
|
|
(349
|
)
|
|
—
|
|
|||||
Other current liabilities
|
132
|
|
|
139
|
|
|
121
|
|
|
—
|
|
|
392
|
|
|||||
Total Current Liabilities
|
435
|
|
|
253
|
|
|
386
|
|
|
(353
|
)
|
|
721
|
|
|||||
Long-term debt
|
1,285
|
|
|
11
|
|
|
683
|
|
|
—
|
|
|
1,979
|
|
|||||
Intercompany interest payable
|
799
|
|
|
—
|
|
|
—
|
|
|
(799
|
)
|
|
—
|
|
|||||
Intercompany long-term debt
|
2,243
|
|
|
—
|
|
|
—
|
|
|
(2,243
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
98
|
|
|
145
|
|
|
141
|
|
|
—
|
|
|
384
|
|
|||||
Total Liabilities
|
4,860
|
|
|
409
|
|
|
1,210
|
|
|
(3,395
|
)
|
|
3,084
|
|
|||||
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Dynegy Stockholders’ Equity
|
2,210
|
|
|
6,395
|
|
|
58
|
|
|
(6,453
|
)
|
|
2,210
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Total Equity
|
2,210
|
|
|
6,395
|
|
|
55
|
|
|
(6,453
|
)
|
|
2,207
|
|
|||||
Total Liabilities and Equity
|
$
|
7,070
|
|
|
$
|
6,804
|
|
|
$
|
1,265
|
|
|
$
|
(9,848
|
)
|
|
$
|
5,291
|
|
|
Successor
|
||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,398
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
1,466
|
|
Cost of sales
|
—
|
|
|
(1,099
|
)
|
|
(46
|
)
|
|
—
|
|
|
(1,145
|
)
|
|||||
Gross margin, exclusive of depreciation shown separately below
|
—
|
|
|
299
|
|
|
22
|
|
|
—
|
|
|
321
|
|
|||||
Operating and maintenance expense, exclusive of depreciation shown separately below
|
—
|
|
|
(293
|
)
|
|
(15
|
)
|
|
—
|
|
|
(308
|
)
|
|||||
Depreciation expense
|
—
|
|
|
(213
|
)
|
|
(3
|
)
|
|
—
|
|
|
(216
|
)
|
|||||
Gain on sale of assets, net
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
General and administrative expense
|
(5
|
)
|
|
(90
|
)
|
|
(2
|
)
|
|
—
|
|
|
(97
|
)
|
|||||
Acquisition and integration costs
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||||
Operating loss
|
(5
|
)
|
|
(295
|
)
|
|
(18
|
)
|
|
—
|
|
|
(318
|
)
|
|||||
Bankruptcy reorganization items, net
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Earnings from unconsolidated investments
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Equity in losses from investments in affiliates
|
(294
|
)
|
|
—
|
|
|
—
|
|
|
294
|
|
|
—
|
|
|||||
Interest expense
|
(56
|
)
|
|
(36
|
)
|
|
(5
|
)
|
|
—
|
|
|
(97
|
)
|
|||||
Loss on extinguishment of debt
|
(8
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
Other income and expense, net
|
6
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Loss from continuing operations before income taxes
|
(359
|
)
|
|
(329
|
)
|
|
(23
|
)
|
|
294
|
|
|
(417
|
)
|
|||||
Income tax benefit (Note 14)
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|||||
Loss from continuing operations
|
(359
|
)
|
|
(271
|
)
|
|
(23
|
)
|
|
294
|
|
|
(359
|
)
|
|||||
Income (loss) from discontinued operations, net of tax (Note 23)
|
3
|
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
|
3
|
|
|||||
Net loss
|
(356
|
)
|
|
(273
|
)
|
|
(23
|
)
|
|
296
|
|
|
(356
|
)
|
|||||
Less: Net income (loss) attributable to the noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss attributable to Dynegy Inc.
|
$
|
(356
|
)
|
|
$
|
(273
|
)
|
|
$
|
(23
|
)
|
|
$
|
296
|
|
|
$
|
(356
|
)
|
|
Successor
|
||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net loss
|
$
|
(356
|
)
|
|
$
|
(273
|
)
|
|
$
|
(23
|
)
|
|
$
|
296
|
|
|
$
|
(356
|
)
|
Other comprehensive loss before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Actuarial gain and plan amendments, net of $31 tax expense
|
53
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
57
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Reclassification of curtailment gain included in net loss, net of tax
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Amortization of unrecognized prior service cost and actuarial loss, net of tax expense
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Other comprehensive income from investment in affiliates
|
4
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|||||
Other comprehensive income, net of tax
|
48
|
|
|
—
|
|
|
4
|
|
|
(4
|
)
|
|
48
|
|
|||||
Comprehensive loss
|
(308
|
)
|
|
(273
|
)
|
|
(19
|
)
|
|
292
|
|
|
(308
|
)
|
|||||
Less: comprehensive income attributable to noncontrolling interests
|
1
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
|||||
Total comprehensive loss attributable to Dynegy Inc.
|
$
|
(309
|
)
|
|
$
|
(273
|
)
|
|
$
|
(20
|
)
|
|
$
|
293
|
|
|
$
|
(309
|
)
|
|
Successor
|
||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
(61
|
)
|
|
$
|
254
|
|
|
$
|
(18
|
)
|
|
$
|
—
|
|
|
$
|
175
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(97
|
)
|
|
(1
|
)
|
|
—
|
|
|
(98
|
)
|
|||||
Decrease in restricted cash
|
29
|
|
|
306
|
|
|
—
|
|
|
—
|
|
|
335
|
|
|||||
Acquisitions
|
—
|
|
|
—
|
|
|
234
|
|
|
—
|
|
|
234
|
|
|||||
Net intercompany transfers
|
(1,044
|
)
|
|
—
|
|
|
—
|
|
|
1,044
|
|
|
—
|
|
|||||
Other investing
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Net cash provided by (used in) investing activities
|
(1,015
|
)
|
|
212
|
|
|
233
|
|
|
1,044
|
|
|
474
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term borrowings, net of financing costs
|
1,753
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
1,768
|
|
|||||
Repayments of borrowings, including debt extinguishment costs
|
(504
|
)
|
|
(1,413
|
)
|
|
—
|
|
|
—
|
|
|
(1,917
|
)
|
|||||
Net intercompany transfers
|
—
|
|
|
1,044
|
|
|
—
|
|
|
(1,044
|
)
|
|
—
|
|
|||||
Interest rate swap settlement payments
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Net cash provided by (used in) financing activities
|
1,244
|
|
|
(354
|
)
|
|
—
|
|
|
(1,044
|
)
|
|
(154
|
)
|
|||||
Net increase in cash and cash equivalents
|
168
|
|
|
112
|
|
|
215
|
|
|
—
|
|
|
495
|
|
|||||
Cash and cash equivalents, beginning of period
|
306
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
348
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
474
|
|
|
$
|
154
|
|
|
$
|
215
|
|
|
$
|
—
|
|
|
$
|
843
|
|
•
|
On the Plan Effective Date, all of Dynegy’s equity interests, including Dynegy’s old common stock, were cancelled.
|
•
|
Each holder of Allowed General Unsecured Claims received its Pro Rata Share of (a)
99 million
shares of Dynegy Common Stock and (b) a
$200 million
cash payment (the “Plan Cash Payment”).
|
•
|
In full satisfaction of the Dynegy Administrative Claim (otherwise referred to herein as the “Administrative Claim”), the beneficial holders thereof (which were the holders of Dynegy’s old common stock) received their Pro Rata Share of (a)
one million
shares of Dynegy Common Stock and (b) warrants to purchase approximately
15.6 million
shares of Dynegy Common Stock for an exercise price of
$40
per share (subject to adjustment) expiring on October 2, 2017 (the “Warrants”).
|
•
|
In addition, each holder of an Allowed General Unsecured Claim received, as applicable, their Pro Rata Share of the proceeds of the sale of the Roseton and Danskammer generation facilities (the “Facilities”) allocated to Dynegy (the “Facilities Sale”) according to the Settlement Agreement; provided that, the Lease Trustee (on behalf of itself and the Lease Certificate Holders) will not receive a distribution of any amounts paid pursuant to the Facilities Sale in its capacity as holder of the Lease Guaranty Claim.
|
•
|
8.75 percent
senior notes due 2012;
|
•
|
7.5 percent
senior unsecured notes due 2015;
|
•
|
8.375 percent
senior unsecured notes due 2016;
|
•
|
7.125 percent
senior debentures due 2018;
|
•
|
7.75 percent
senior unsecured notes due 2019;
|
•
|
7.625 percent
senior notes due 2026; and
|
•
|
Series B
8.316 percent
subordinated debentures due 2027 (the “2027 Notes”).
|
|
|
As of October 1, 2012
|
||||||||||||||||||
(amounts in millions)
|
|
Predecessor (a)
|
|
Deconsolidation of DNE (b)
|
|
Effects of Plan (c)
|
|
Fresh-start Adjustments (d)
|
|
Successor
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
677
|
|
|
$
|
(22
|
)
|
|
$
|
(200
|
)
|
|
$
|
—
|
|
|
$
|
455
|
|
Restricted cash and investments
|
|
357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
357
|
|
|||||
Accounts receivable, net
|
|
131
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
(i)
|
109
|
|
|||||
Inventory
|
|
124
|
|
|
(23
|
)
|
|
—
|
|
|
1
|
|
(j)
|
102
|
|
|||||
Assets from risk-management activities
|
|
563
|
|
|
—
|
|
|
—
|
|
|
(522
|
)
|
(k)
|
41
|
|
|||||
Broker margin account
|
|
43
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
(k)
|
30
|
|
|||||
Intangible assets
|
|
211
|
|
|
—
|
|
|
—
|
|
|
60
|
|
(l)
|
271
|
|
|||||
Prepayments and other current assets
|
|
124
|
|
|
(19
|
)
|
|
(2
|
)
|
(e)
|
(32
|
)
|
(m)
|
71
|
|
|||||
Total current assets
|
|
2,230
|
|
|
(64
|
)
|
|
(202
|
)
|
|
(528
|
)
|
|
1,436
|
|
|||||
Property, plant and equipment, net
|
|
3,270
|
|
|
—
|
|
|
—
|
|
|
(251
|
)
|
(n)
|
3,019
|
|
|||||
Restricted cash and investments
|
|
289
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
289
|
|
|||||
Assets from risk-management activities
|
|
16
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
(k)
|
7
|
|
|||||
Intangible assets
|
|
96
|
|
|
—
|
|
|
—
|
|
|
42
|
|
(l)
|
138
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
(o)
|
96
|
|
|||||
Other long-term assets
|
|
69
|
|
|
—
|
|
|
—
|
|
|
5
|
|
(p)
|
74
|
|
|||||
Total assets
|
|
$
|
5,970
|
|
|
$
|
(64
|
)
|
|
$
|
(202
|
)
|
|
$
|
(645
|
)
|
|
$
|
5,059
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
92
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93
|
|
Accounts payable, affiliate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Accrued interest
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Accrued liabilities and other current liabilities
|
|
133
|
|
|
(29
|
)
|
|
(18
|
)
|
(f)
|
(4
|
)
|
(q)
|
82
|
|
|||||
Claims Reserve
|
|
—
|
|
|
—
|
|
|
23
|
|
(f)
|
—
|
|
|
23
|
|
|||||
Liabilities from risk-management activities
|
|
625
|
|
|
—
|
|
|
—
|
|
|
(561
|
)
|
(k)
|
64
|
|
|||||
Liabilities from risk-management activities, affiliate
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
(o)
|
96
|
|
|||||
Current portion of long-term debt
|
|
16
|
|
|
—
|
|
|
—
|
|
|
20
|
|
(r)
|
36
|
|
|||||
Total current liabilities
|
|
867
|
|
|
(27
|
)
|
|
5
|
|
|
(449
|
)
|
|
396
|
|
|||||
Liabilities subject to compromise
|
|
4,290
|
|
|
(50
|
)
|
|
(4,240
|
)
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
|
1,661
|
|
|
—
|
|
|
—
|
|
|
66
|
|
(r)
|
1,727
|
|
|||||
Liabilities from risk-management activities
|
|
48
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(s)
|
48
|
|
|||||
Other long-term liabilities
|
|
255
|
|
|
(30
|
)
|
|
28
|
|
(g)
|
37
|
|
(t)
|
290
|
|
|||||
Total liabilities
|
|
7,121
|
|
|
(107
|
)
|
|
(4,207
|
)
|
|
(346
|
)
|
|
2,461
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock, predecessor
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Common stock, successor
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Additional paid-in-capital, predecessor
|
|
5,149
|
|
|
—
|
|
|
(5,149
|
)
|
|
—
|
|
|
—
|
|
|||||
Additional paid-in-capital, successor
|
|
—
|
|
|
—
|
|
|
2,597
|
|
|
—
|
|
|
2,597
|
|
|||||
Accumulated other comprehensive loss, net of tax
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|||||
Accumulated equity (deficit)
|
|
(6,277
|
)
|
|
43
|
|
|
6,557
|
|
(h)
|
(323
|
)
|
|
—
|
|
|||||
Total stockholders’ equity (deficit)
|
|
(1,151
|
)
|
|
43
|
|
|
4,005
|
|
|
(299
|
)
|
|
2,598
|
|
|||||
Total liabilities and stockholders’ equity (deficit)
|
|
$
|
5,970
|
|
|
$
|
(64
|
)
|
|
$
|
(202
|
)
|
|
$
|
(645
|
)
|
|
$
|
5,059
|
|
(a)
|
Represents the consolidated balance sheet of our Predecessor as of October 1, 2012.
|
(b)
|
Reflects the deconsolidation of the DNE Debtor Entities as of October 1, 2012. The DNE Debtor Entities did not emerge from protection under Chapter 11 of the Bankruptcy Code; therefore, the DNE Debtor Entities were deconsolidated as of October 1, 2012. These adjustments (i) remove the balances associated with the DNE Debtor Entities from our October 1, 2012 balance sheet; (ii) impair the
$13 million
note receivable, which was included in Prepayments and other current assets, related to the debtor-in-possession financing provided by us to the DNE Debtor Entities; and (iii) moves balances related to service agreements and risk management activities to affiliate accounts.
|
(c)
|
Represents amounts recorded for the implementation of the Plan on the Plan Effective Date. This includes the settlement of liabilities subject to compromise through a cash payment of approximately
$200 million
, the authorization and distribution of New Common Stock and Warrants, and the cancellation of the Old Common Stock. Additionally, these adjustments remove the historical accumulated deficit of the predecessor. The following reflects the calculation of the total pre-tax gain (amounts in millions):
|
Value of claims
|
$
|
4,240
|
|
Less amounts issued to settle claims:
|
|
||
Common stock (at par) (Successor)
|
(1
|
)
|
|
Additional paid-in-capital (Successor)
|
(2,597
|
)
|
|
Warrants (Successor)
|
(28
|
)
|
|
Cash payment
|
(200
|
)
|
|
Total pre-tax gain on settlement of claims
|
$
|
1,414
|
|
(d)
|
Represents the adjustments of assets and liabilities to fair value in conjunction with the application of fresh-start
accounting.
|
(e)
|
Reflects an adjustment to prepayments related to professional fees.
|
(f)
|
Reflects adjustments to the Claims reserve. The Claims reserve is included in Accrued liabilities and other current liabilities on our consolidated balance sheet and primarily consists of accruals for professional fees. The following reflects the components of the Claims reserve as of the Plan Effective Date (amounts in millions):
|
Professional fees accrued at Emergence
|
$
|
5
|
|
Professional fees reclassified from accrued liabilities
|
18
|
|
|
Claims reserve at emergence
|
$
|
23
|
|
(g)
|
Reflects the issuance of Warrants pursuant to our Plan of Reorganization. Please read
Note 17—Capital Stock
for further discussion.
|
(h)
|
Reflects the impact of the reorganization adjustments (amounts in millions):
|
Total pre-tax gain
|
$
|
1,414
|
|
Additional professional fees
|
(7
|
)
|
|
Total impact on statement of operations
|
1,407
|
|
|
Cancellation of Predecessor common stock
|
1
|
|
|
Cancellation of Predecessor additional paid-in capital
|
5,149
|
|
|
Total reorganization adjustments
|
$
|
6,557
|
|
(i)
|
Reflects a reclassification of receivables to Other long-term assets.
|
(j)
|
Reflects the fair value adjustment related to inventory.
|
(k)
|
In the application of fresh-start accounting, the Successor changed its accounting policy related to the presentation of certain derivative contracts. We have elected to present these contracts on a net basis where the right of offset exists. As a result, we recorded reductions to Assets from risk-management activities (current), Broker margin account, and Assets from risk management activities (long-term) of
$522 million
,
$13 million
, and
$9 million
, respectively. In addition, we recorded reductions to Liabilities from risk management activities (current) and Liabilities from risk management activities (long-term) of
$561 million
and
$9 million
, respectively.
|
(l)
|
Reflects the fair value adjustment for short-term and long-term identifiable intangible assets of
$60 million
and
$42 million
, respectively. These contracts consist of favorable capacity contracts, tolling agreements and rail transportation contracts, which were valued based on comparing contract terms to market prices.
|
(n)
|
Represents the adjustment required to present Property, plant and equipment at its estimated fair value of approximately
$3 billion
as of October 1, 2012.
|
(o)
|
Reflects the re-measurement of the Company’s deferred tax assets and liabilities, unrecognized tax benefits and other tax related accounts as a result of implementing the Plan and the application of fresh-start accounting.
|
(p)
|
Reflects a
$22 million
reclassification of receivables as discussed in (i) above offset by the $
17 million
adjustment to eliminate historical long-term deferred financing costs.
|
(s)
|
Reflects a
$9 million
increase in the liability related to our interest rate swaps as a result of a change in the calculation of the credit reserve offset by a reduction of
$9 million
due to the net presentation of our risk management positions as discussed in (k) above.
|
(t)
|
Reflects the fair value adjustment to other long-term liabilities which is comprised of a
$42 million
increase in our pension and other post-retirement benefit liabilities and a
$5 million
increase in our AROs, partially offset by a
$7 million
decrease in liabilities related to the long-term portion of unfavorable contracts as discussed in (q) above.
|
|
|
Predecessor
|
||||||
(amounts in millions)
|
|
January 1 Through October 1, 2012
|
|
November 8 Through December 31, 2011
|
||||
Revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of sales
|
|
—
|
|
|
—
|
|
||
Operating expenses
|
|
2
|
|
|
—
|
|
||
General and administrative expense
|
|
2
|
|
|
(5
|
)
|
||
Operating income (loss)
|
|
4
|
|
|
(5
|
)
|
||
Bankruptcy reorganization items, net
|
|
1,037
|
|
|
(52
|
)
|
||
Equity losses
|
|
(1,373
|
)
|
|
(82
|
)
|
||
Interest income (expense), affiliate
|
|
1
|
|
|
(6
|
)
|
||
Other income and expense, net
|
|
452
|
|
|
18
|
|
||
Income (loss) from continuing operations, before income taxes
|
|
121
|
|
|
(127
|
)
|
||
Income tax benefit
|
|
9
|
|
|
32
|
|
||
Income (loss) from continuing operations
|
|
130
|
|
|
(95
|
)
|
||
Discontinued operations, net of tax
|
|
(162
|
)
|
|
(468
|
)
|
||
Net loss
|
|
$
|
(32
|
)
|
|
$
|
(563
|
)
|
|
|
Predecessor
|
||||||
(amounts in millions)
|
|
January 1 Through October 1, 2012
|
|
November 8 Through December 31, 2011
|
||||
Net cash provided by:
|
|
|
|
|||||
Operating activities
|
$
|
32
|
|
|
$
|
22
|
|
|
Investing activities
|
5
|
|
|
(1
|
)
|
|||
Financing activities
|
—
|
|
|
—
|
|
|||
Net increase in cash and cash equivalents
|
37
|
|
|
21
|
|
|||
Cash and cash equivalents, beginning of period
|
33
|
|
|
12
|
|
|||
Cash and cash equivalents, end of period
|
$
|
70
|
|
|
$
|
33
|
|
|
|
Predecessor
|
||||||
(amounts in millions)
|
|
January 1 Through October 1, 2012
|
|
November 8 Through December 31, 2011 (1)
|
||||
Adjustments of estimated allowable claims:
|
|
|
|
|
||||
DNE Leases (1)
|
|
$
|
(395
|
)
|
|
$
|
(611
|
)
|
Subordinated notes (2)
|
|
161
|
|
|
—
|
|
||
Write-off of note payable, affiliate (3)
|
|
10
|
|
|
—
|
|
||
Write-off of unamortized deferred financing costs and debt discounts
|
|
—
|
|
|
(52
|
)
|
||
Other
|
|
(4
|
)
|
|
—
|
|
||
Total adjustments for estimated allowable claims
|
|
(228
|
)
|
|
(663
|
)
|
||
Gain on settlement of claims (4)
|
|
1,414
|
|
|
—
|
|
||
Change in value of Administrative Claim (5)
|
|
17
|
|
|
—
|
|
||
Fresh-start adjustments
|
|
(299
|
)
|
|
—
|
|
||
Gain on deconsolidation of DNE
|
|
43
|
|
|
—
|
|
||
Professional fees (6)
|
|
(50
|
)
|
|
(3
|
)
|
||
Total Bankruptcy reorganization items, net
|
|
897
|
|
|
(666
|
)
|
||
Bankruptcy reorganization items, net included in discontinued operations, net of taxes
|
|
140
|
|
|
614
|
|
||
Total Bankruptcy reorganization items, net in continuing operations
|
|
$
|
1,037
|
|
|
$
|
(52
|
)
|
(1)
|
Amount represents adjustments to our estimate of the probable allowed claim associated with the DNE leases. Amount in 2011 also includes the write-off of deferred rent that had accumulated over time as the historical lease payments exceeded the annual rent expense.
|
(2)
|
The estimated allowable claims related to the Subordinated Capital Income Securities were adjusted in 2012 based on the terms of the Settlement Agreement. Please read
Note 21—Emergence from Bankruptcy and Fresh-Start Accounting
for further discussion.
|
(3)
|
During 2012, it was determined that no claim related to the Note payable, affiliate would be made. Therefore, the estimated amount was reduced to
zero
.
|
(4)
|
Approximately
$217 million
of the gain on settlement of claims is included in Income (loss) from discontinued operations on our consolidated statement of operations in the 2012 Predecessor Period.
|
(5)
|
The Administrative Claim was issued on the effective date of the Settlement Agreement. Please read
Note 4—Risk Management Activities, Derivatives and Financial Instruments
and
Note 21—Emergence from Bankruptcy and Fresh-Start Accounting
for further discussion.
|
(6)
|
Professional fees relate primarily to the fees of attorneys and consultants working directly on the Chapter 11 Cases.
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Revenues
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
|
$
|
61
|
|
|
$
|
104
|
|
Income (loss) from operations before taxes
|
|
$
|
5
|
|
|
$
|
6
|
|
|
|
$
|
(162
|
)
|
|
$
|
(680
|
)
|
Income (loss) from operations after taxes
|
|
$
|
3
|
|
|
$
|
6
|
|
|
|
$
|
(162
|
)
|
|
$
|
(509
|
)
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
(amounts in millions)
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31, 2011
|
||||||||
Beginning of period
|
|
$
|
2
|
|
|
$
|
2
|
|
|
|
$
|
2
|
|
|
$
|
15
|
|
Expense (1)
|
|
14
|
|
|
1
|
|
|
|
5
|
|
|
8
|
|
||||
Payments
|
|
(4
|
)
|
|
(1
|
)
|
|
|
(5
|
)
|
|
(20
|
)
|
||||
DMG Transfer (2)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(1
|
)
|
||||
End of period
|
|
$
|
12
|
|
|
$
|
2
|
|
|
|
$
|
2
|
|
|
$
|
2
|
|
(1)
|
Expense during the year ended December 31, 2013, the 2012 Successor Period, the 2012 Predecessor Period and the year ended December 31, 2011 includes
$3 million
, less than
$1 million
,
$4 million
and
$2 million
in retention benefits, respectively.
|
(2)
|
On September 1, 2011, we completed the DMG Transfer. Please read
Note 3—Merger and Acquisitions
—DMG Transfer and DMG Acquisition for further discussion.
|
|
|
Successor
|
||||||||||||||||||
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other and
Eliminations
|
|
Total
|
||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unaffiliated revenues
|
|
$
|
469
|
|
|
$
|
67
|
|
|
$
|
930
|
|
|
$
|
—
|
|
|
$
|
1,466
|
|
Intercompany revenues
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Total revenues
|
|
$
|
467
|
|
|
$
|
67
|
|
|
$
|
932
|
|
|
$
|
—
|
|
|
$
|
1,466
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation expense
|
|
$
|
(50
|
)
|
|
$
|
(3
|
)
|
|
$
|
(160
|
)
|
|
$
|
(3
|
)
|
|
$
|
(216
|
)
|
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
|
(97
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
|
$
|
(207
|
)
|
|
$
|
(17
|
)
|
|
$
|
7
|
|
|
$
|
(101
|
)
|
|
$
|
(318
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Bankruptcy reorganization items, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Earnings from unconsolidated investments
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(97
|
)
|
|||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
|
|
(11
|
)
|
|||||||||
Other items, net
|
|
—
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|
8
|
|
|||||
Loss from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(417
|
)
|
|||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58
|
|
|||||
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(359
|
)
|
|||||
Income from discontinued operations, net of tax
|
|
|
|
|
|
|
|
|
|
3
|
|
|||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
(356
|
)
|
|||||||||
Less: Net income (loss) attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
(356
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Identifiable assets (domestic)
|
|
$
|
1,153
|
|
|
$
|
1,190
|
|
|
$
|
2,303
|
|
|
$
|
645
|
|
|
$
|
5,291
|
|
Capital expenditures
|
|
$
|
(42
|
)
|
|
$
|
(1
|
)
|
|
$
|
(53
|
)
|
|
$
|
(2
|
)
|
|
$
|
(98
|
)
|
|
|
Successor
|
||||||||||||||
|
|
Coal
|
|
Gas
|
|
Other and
Eliminations
|
|
Total
|
||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unaffiliated revenues
|
|
$
|
107
|
|
|
$
|
205
|
|
|
$
|
—
|
|
|
$
|
312
|
|
Total revenues
|
|
$
|
107
|
|
|
$
|
205
|
|
|
$
|
—
|
|
|
$
|
312
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation expense
|
|
$
|
(8
|
)
|
|
$
|
(36
|
)
|
|
$
|
(1
|
)
|
|
$
|
(45
|
)
|
General and administrative expense
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating loss
|
|
$
|
(49
|
)
|
|
$
|
(31
|
)
|
|
$
|
(24
|
)
|
|
$
|
(104
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Bankruptcy reorganization items, net
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
Earnings from unconsolidated investments
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
(16
|
)
|
||||
Other items, net
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||
Loss from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
(113
|
)
|
||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
(113
|
)
|
||||
Income from discontinued operations, net of tax
|
|
|
|
|
|
|
|
6
|
|
|||||||
Net loss
|
|
|
|
|
|
|
|
$
|
(107
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Identifiable assets (domestic)
|
|
$
|
1,310
|
|
|
$
|
2,750
|
|
|
$
|
475
|
|
|
$
|
4,535
|
|
Capital expenditures
|
|
$
|
(26
|
)
|
|
$
|
(19
|
)
|
|
$
|
(1
|
)
|
|
$
|
(46
|
)
|
|
|
Predecessor
|
||||||||||||||
|
|
Coal
|
|
Gas
|
|
Other and
Eliminations
|
|
Total
|
||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unaffiliated revenues
|
|
$
|
166
|
|
|
$
|
815
|
|
|
$
|
—
|
|
|
$
|
981
|
|
Total revenues
|
|
$
|
166
|
|
|
$
|
815
|
|
|
$
|
—
|
|
|
$
|
981
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation expense
|
|
$
|
(13
|
)
|
|
$
|
(91
|
)
|
|
$
|
(6
|
)
|
|
$
|
(110
|
)
|
General and administrative expense
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
(56
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
$
|
(63
|
)
|
|
$
|
128
|
|
|
$
|
(60
|
)
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bankruptcy reorganization items, net
|
|
—
|
|
|
—
|
|
|
1,037
|
|
|
1,037
|
|
||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
(120
|
)
|
||||
Impairment of Undertaking receivable, affiliate
|
|
—
|
|
|
—
|
|
|
(832
|
)
|
|
(832
|
)
|
||||
Other items, net
|
|
5
|
|
|
2
|
|
|
24
|
|
|
31
|
|
||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
121
|
|
||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
9
|
|
||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
130
|
|
||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
|
(162
|
)
|
|||||||
Net loss
|
|
|
|
|
|
|
|
$
|
(32
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Identifiable assets (domestic)
|
|
$
|
1,176
|
|
|
$
|
4,378
|
|
|
$
|
365
|
|
|
$
|
5,919
|
|
Capital expenditures
|
|
$
|
(33
|
)
|
|
$
|
(23
|
)
|
|
$
|
(7
|
)
|
|
$
|
(63
|
)
|
|
|
Predecessor
|
||||||||||||||
|
|
Coal
|
|
Gas
|
|
Other and
Eliminations
|
|
Total
|
||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unaffiliated revenues
|
|
$
|
460
|
|
|
$
|
872
|
|
|
$
|
1
|
|
|
$
|
1,333
|
|
Total revenues
|
|
$
|
460
|
|
|
$
|
872
|
|
|
$
|
1
|
|
|
$
|
1,333
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation expense
|
|
$
|
(156
|
)
|
|
$
|
(132
|
)
|
|
$
|
(7
|
)
|
|
$
|
(295
|
)
|
General and administrative expense
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
|
(102
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating loss
|
|
$
|
(38
|
)
|
|
$
|
(37
|
)
|
|
$
|
(114
|
)
|
|
$
|
(189
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Bankruptcy reorganization items, net
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
(52
|
)
|
||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
(348
|
)
|
||||
Loss on debt extinguishment
|
|
|
|
|
|
|
|
(21
|
)
|
|||||||
Other items, net
|
|
2
|
|
|
2
|
|
|
31
|
|
|
35
|
|
||||
Loss from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
(575
|
)
|
||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
144
|
|
||||
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
(431
|
)
|
||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
|
(509
|
)
|
|||||||
Net loss
|
|
|
|
|
|
|
|
$
|
(940
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Identifiable assets (domestic)
|
|
$
|
—
|
|
|
$
|
6,759
|
|
|
$
|
1,552
|
|
|
$
|
8,311
|
|
Capital expenditures
|
|
$
|
(115
|
)
|
|
$
|
(79
|
)
|
|
$
|
(2
|
)
|
|
$
|
(196
|
)
|
By:
/s/ Boris Treyger
|
Authorized Signatory |
|
|
Successor
|
|
|
Predecessor
|
|
||||||||||||||||||||
|
|
Year Ended December 31, 2013
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
|
Year Ended December 31,
|
|
||||||||||||||||
|
|
|
|
|
|
2011
|
|
2010
|
|
2009
|
|
|||||||||||||||
Earnings available for fixed charges, as defined:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations before income taxes
|
|
$
|
(417
|
)
|
|
$
|
(113
|
)
|
|
|
$
|
121
|
|
|
$
|
(575
|
)
|
|
$
|
(453
|
)
|
|
$
|
(1,155
|
)
|
|
Less: Undistributed earnings (losses) from continuing operations
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
(72
|
)
|
|
||||||
Add: Fixed charges excluding capitalized interest
|
|
104
|
|
|
16
|
|
|
|
98
|
|
|
476
|
|
|
462
|
|
|
593
|
|
|
||||||
Earnings available for fixed charges, as defined
|
|
$
|
(313
|
)
|
|
$
|
(97
|
)
|
|
|
$
|
219
|
|
|
$
|
(99
|
)
|
|
$
|
71
|
|
|
$
|
(490
|
)
|
|
Fixed charges, as defined:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense and other financing costs, including loss on extinguishment of debt
|
|
$
|
102
|
|
|
$
|
16
|
|
|
|
$
|
97
|
|
|
$
|
360
|
|
|
$
|
363
|
|
|
$
|
446
|
|
|
Capitalized interest
|
|
2
|
|
|
—
|
|
|
|
5
|
|
|
12
|
|
|
15
|
|
|
24
|
|
|
||||||
Estimated interest cost within rental expense
|
|
2
|
|
|
—
|
|
|
|
1
|
|
|
116
|
|
|
99
|
|
|
147
|
|
|
||||||
Fixed charges, as defined
|
|
$
|
106
|
|
|
$
|
16
|
|
|
|
$
|
103
|
|
|
$
|
488
|
|
|
$
|
477
|
|
|
$
|
617
|
|
|
Ratio of earnings to fixed charges
|
|
—
|
|
(a)
|
—
|
|
(a)
|
|
2.13
|
|
|
—
|
|
(a)
|
—
|
|
(a)
|
—
|
|
(a)
|
(a)
|
For the years ended December 31, 2009, 2010, 2011, for the period from October 2 through December 31, 2012 and the year ended December 31, 2013 earnings were insufficient to cover fixed charges by $1,107 million, $406 million, $587 million, $113 million and $419 million, respectively.
|
Ethics and Compliance
Last Reviewed:
07/23/13
|
Code of Ethics for Senior Financial Professionals
|
•
|
act with honesty and integrity, avoiding actual or apparent conflicts of interest between personal and professional relationships;
|
•
|
produce full, fair, accurate, objective, relevant, timely and understandable disclosure in reports and documents that Dynegy or its subsidiaries file with, or submit to, the Securities and Exchange Commission and other regulators and in other public communications made by Dynegy and its subsidiaries;
|
•
|
promptly bring to the attention of the company’s Disclosure Committee any material information that affects the disclosures made by Dynegy in its public filings and assist the company’s Disclosure Committee in fulfilling its responsibilities as specified in the company’s Disclosure Controls and Procedures Policy, as it may be amended from time to time;
|
•
|
promptly bring to the attention of the Audit Committee any information concerning significant deficiencies in the design or operation of internal controls;
|
•
|
comply with laws and regulations which prohibit insider trading of securities and any other applicable laws, rules and regulations of federal, state and local governments and public and private regulatory bodies and agencies;
|
•
|
act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing his or her independent judgment to be subordinated;
|
•
|
respect the confidentiality of information acquired in the course of his or her work, except when authorized or otherwise legally obligated to disclose such information;
|
•
|
not use for personal gain or advantage any confidential information acquired in the course of his or her work on behalf of the company;
|
•
|
maintain skills important and relevant to the discharge of his or her responsibilities;
|
•
|
proactively promote ethical behavior as a responsible partner among peers and subordinates in his or her work environment;
|
•
|
act to ensure responsible use of and control over all assets and resources employed or entrusted to him or her;
|
•
|
promptly report any violations of this Code of Ethics, including any actual or potential conflicts of interest, to, as appropriate, the Board of Directors, the Audit Committee, the company’s Ethics and Compliance Office or any of the other parties or channels listed in the Dynegy Inc. Code of Business Conduct and Ethics; and
|
•
|
acknowledge that violations of this Code of Ethics may subject him or her to disciplinary action, up to and including termination of employment, at the discretion of management, the Board of Directors or the Audit Committee.
|
|
|
Policy Owner:
|
Clint Freeland
, EVP and Chief Financial Officer
|
Policy Questions:
|
Clint Freeland
, EVP and Chief Financial Officer
713-767-0309 Clint.Freeland@dynegy.com
Ethics and Compliance Office
713-767-0000 ethics@dynegy.com
|
SUBSIDIARY
|
|
STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION
|
||
1.
|
|
Dynegy Gas Investments, LLC
|
|
Delaware
|
2.
|
|
Illinova Corporation
|
|
Illinois
|
(1)
|
Registration Statement (Form S-8 No. 333-184590) pertaining to the 2012 Long Term Incentive Plan of Dynegy Inc., and
|
(2)
|
Registration Statement (Form S-3 No. 333-191540) of Dynegy Inc.
|
1.
|
I have reviewed this report on Form 10-K of Dynegy Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 27, 2014
|
By:
|
/s/ R
OBERT
C
.
F
LEXON
|
|
|
|
Robert C. Flexon
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K of Dynegy Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 27, 2014
|
By:
|
/s/ C
LINT
C. F
REELAND
|
|
|
|
Clint C. Freeland
Executive Vice President and Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
|
Date:
|
February 27, 2014
|
By:
|
/s/ ROBERT C. FLEXON
|
|
|
|
Robert C. Flexon
President and Chief Executive Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
|
Date:
|
February 27, 2014
|
By:
|
/s/ C
LINT
C. F
REELAND
|
|
|
|
Clint C. Freeland
Executive Vice President and Chief Financial Officer
|