|
|
State of
Incorporation
|
|
I.R.S. Employer
Identification No.
|
Delaware
|
|
20-5653152
|
|
|
|
601 Travis, Suite 1400
|
|
|
Houston, Texas
|
|
77002
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
|
|
Page
|
|
|
|
|
|
||
|
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 6.
|
||
|
|
|
AER
|
|
New Ameren Energy Resources, LLC
|
Ameren
|
|
Ameren Corporation
|
ARO
|
|
Asset Retirement Obligation
|
ASC
|
|
Accounting Standards Codification
|
ASU
|
|
Accounting Standards Update
|
Brayton
|
|
Brayton Point Holdings, LLC
|
CAA
|
|
Clean Air Act
|
CAISO
|
|
The California Independent System Operator
|
CARB
|
|
California Air Resources Board
|
CCA
|
|
California Carbon Allowance
|
CCR
|
|
Coal Combustion Residuals
|
CEO
|
|
Chief Executive Officer
|
CERCLA
|
|
Comprehensive Environmental Response, Compensation, and Liability Act
|
CFO
|
|
Chief Financial Officer
|
CO
2
|
|
Carbon Dioxide
|
CPUC
|
|
California Public Utility Commission
|
CSAPR
|
|
Cross-State Air Pollution Rule
|
DH
|
|
Dynegy Holdings, LLC (formerly known as Dynegy Holdings Inc.)
|
DMG
|
|
Dynegy Midwest Generation, LLC
|
DNE
|
|
Dynegy Northeast Generation, Inc.
|
DPC
|
|
Dynegy Power, LLC
|
DRI
|
|
Dynegy Resource I, LLC
|
Duke Energy CE
|
|
Duke Energy Commercial Enterprises, Inc.
|
Duke Energy SAM
|
|
Duke Energy SAM, LLC
|
DYPM
|
|
Dynegy Power Marketing, LLC
|
EBITDA
|
|
Earnings Before Interest, Taxes, Depreciation and Amortization
|
ECP
|
|
Energy Capital Partners
|
ECP Coinvest
|
|
Energy Capital Partners II (EquiPower Co-Invest), LP
|
ECP GP
|
|
Energy Capital Partners GP II, LP
|
ECP II
|
|
Energy Capital Partners II, LP
|
ECP II-A
|
|
Energy Capital Partners II-A, LP
|
ECP II-B
|
|
Energy Capital Partners II-B, LP
|
ECP II-C
|
|
Energy Capital Partners II-C (Direct IP), LP
|
ECP II-C Fund
|
|
Energy Capital Partners II-C, LP
|
ECP II-C (Cayman)
|
|
Energy Capital Partners II-C (Cayman), L.P.
|
ECP II-D
|
|
Energy Capital Partners II-D, LP
|
EEI
|
|
Electric Energy, Inc.
|
EGU
|
|
Electric Generating Units
|
EPA
|
|
Environmental Protection Agency
|
ERC
|
|
EquiPower Resources Corp.
|
FASB
|
|
Financial Accounting Standards Board
|
FCA
|
|
Forward Capacity Auction
|
FERC
|
|
Federal Energy Regulatory Commission
|
FTC
|
|
Federal Trade Commission
|
FTR
|
|
Financial Transmission Rights
|
GAAP
|
|
Generally Accepted Accounting Principles of the United States of America
|
GHG
|
|
Greenhouse Gas
|
GW
|
|
Gigawatts
|
HAPs
|
|
Hazardous Air Pollutants, as defined by the Clean Air Act
|
HSR
|
|
Hart-Scott Rodino Act of 1976
|
IASB
|
|
International Accounting Standards Board
|
IFRS
|
|
International Financial Reporting Standards
|
IGC
|
|
Illinova Generating Company
|
IGCC
|
|
Integrated Gasification Combined Cycle
|
IMA
|
|
In-market Asset Availability
|
IPCB
|
|
Illinois Pollution Control Board
|
IPGC or Genco
|
|
Illinois Power Generating Company (formerly known as Ameren Energy Generating Company)
|
IPH
|
|
Illinois Power Holdings, LLC
|
IPM
|
|
Illinois Power Marketing Company (formerly known as Ameren Energy Marketing Company)
|
IPR
|
|
Illinois Power Resources, LLC (formerly known as New Ameren Energy Resources, LLC)
|
IPRG
|
|
Illinois Power Resources Generating, LLC (formerly known as New AERG, LLC)
|
IRS
|
|
Internal Revenue Service
|
ISO
|
|
Independent System Operator
|
ISO-NE
|
|
Independent System Operator New England
|
kW
|
|
Kilowatt
|
LC
|
|
Letter of Credit
|
LGE
|
|
Louisville Gas and Electric Company
|
LIBOR
|
|
London Interbank Offered Rate
|
LMP
|
|
Locational Marginal Pricing
|
LPG
|
|
Liquefied Petroleum Gas
|
LSE
|
|
Load Serving Entity
|
MATS
|
|
Mercury and Air Toxic Standards
|
MISO
|
|
Midcontinent Independent System Operator, Inc.
|
MMBtu
|
|
One Million British Thermal Units
|
MPS
|
|
Multi-Pollutant Standards
|
Moody’s
|
|
Moody’s Investors Service Inc.
|
MW
|
|
Megawatts
|
MWh
|
|
Megawatt Hour
|
NM
|
|
Not Meaningful
|
NOL
|
|
Net Operating Loss
|
NO
x
|
|
Nitrogen Oxide
|
NPDES
|
|
National Pollutant Discharge Elimination System
|
NSPS
|
|
New Source Performance Standards
|
NSR
|
|
New Source Review
|
NYISO
|
|
New York Independent System Operator
|
OCI
|
|
Other Comprehensive Income
|
PG&E
|
|
Pacific Gas and Electric Company
|
PJM
|
|
PJM Interconnection, LLC
|
PPE
|
|
Ponderosa Pine Energy, LLC
|
PRIDE
|
|
Producing Results through Innovation by Dynegy Employees
|
PSD
|
|
Prevention of Significant Deterioration
|
RGGI
|
|
Regional Greenhouse Gas Initiative
|
RMR
|
|
Reliability Must Run
|
RPM
|
|
Reliability Pricing Model
|
S&P
|
|
Standard & Poor’s Ratings Services
|
SEC
|
|
U.S. Securities and Exchange Commission
|
SO
2
|
|
Sulfur Dioxide
|
TVA
|
|
Tennessee Valley Authority
|
VaR
|
|
Value at Risk
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current Assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
1,032
|
|
|
$
|
843
|
|
Accounts receivable, net of allowance for doubtful accounts of $2 and zero, respectively
|
|
243
|
|
|
420
|
|
||
Inventory
|
|
186
|
|
|
181
|
|
||
Assets from risk management activities
|
|
2
|
|
|
25
|
|
||
Intangible assets
|
|
39
|
|
|
108
|
|
||
Prepayments and other current assets
|
|
89
|
|
|
108
|
|
||
Total Current Assets
|
|
1,591
|
|
|
1,685
|
|
||
Property, Plant and Equipment
|
|
3,604
|
|
|
3,527
|
|
||
Accumulated depreciation
|
|
(381
|
)
|
|
(212
|
)
|
||
Property, Plant and Equipment, Net
|
|
3,223
|
|
|
3,315
|
|
||
Other Assets
|
|
|
|
|
|
|
||
Assets from risk management activities
|
|
13
|
|
|
11
|
|
||
Intangible assets
|
|
46
|
|
|
68
|
|
||
Deferred income taxes
|
|
66
|
|
|
100
|
|
||
Other long-term assets
|
|
108
|
|
|
112
|
|
||
Total Assets
|
|
$
|
5,047
|
|
|
$
|
5,291
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
173
|
|
|
$
|
329
|
|
Accrued interest
|
|
35
|
|
|
13
|
|
||
Deferred income taxes
|
|
66
|
|
|
100
|
|
||
Intangible liabilities
|
|
48
|
|
|
62
|
|
||
Accrued liabilities and other current liabilities
|
|
170
|
|
|
139
|
|
||
Liabilities from risk management activities
|
|
99
|
|
|
65
|
|
||
Debt, current portion
|
|
37
|
|
|
13
|
|
||
Total Current Liabilities
|
|
628
|
|
|
721
|
|
||
Debt, long-term portion
|
|
1,973
|
|
|
1,979
|
|
||
Other Liabilities
|
|
|
|
|
|
|
||
Liabilities from risk management activities
|
|
33
|
|
|
33
|
|
||
Asset retirement obligations
|
|
166
|
|
|
173
|
|
||
Other long-term liabilities
|
|
195
|
|
|
178
|
|
||
Total Liabilities
|
|
2,995
|
|
|
3,084
|
|
||
Commitments and Contingencies (Note 10)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
|
||||
Common stock, $0.01 par value, 420,000,000 shares authorized at September 30, 2014 and December 31, 2013; 100,382,015 shares and 100,202,036 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively
|
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
|
2,628
|
|
|
2,614
|
|
||
Accumulated other comprehensive income, net of tax
|
|
53
|
|
|
58
|
|
||
Accumulated deficit
|
|
(632
|
)
|
|
(463
|
)
|
||
Total Dynegy Stockholders’ Equity
|
|
2,050
|
|
|
2,210
|
|
||
Noncontrolling interest
|
|
2
|
|
|
(3
|
)
|
||
Total Equity
|
|
2,052
|
|
|
2,207
|
|
||
Total Liabilities and Equity
|
|
$
|
5,047
|
|
|
$
|
5,291
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
|
$
|
615
|
|
|
$
|
446
|
|
|
$
|
1,898
|
|
|
$
|
1,065
|
|
Cost of sales, excluding depreciation expense
|
|
(387
|
)
|
|
(290
|
)
|
|
(1,304
|
)
|
|
(827
|
)
|
||||
Gross margin
|
|
228
|
|
|
156
|
|
|
594
|
|
|
238
|
|
||||
Operating and maintenance expense
|
|
(114
|
)
|
|
(64
|
)
|
|
(360
|
)
|
|
(220
|
)
|
||||
Depreciation expense
|
|
(61
|
)
|
|
(53
|
)
|
|
(185
|
)
|
|
(156
|
)
|
||||
Gain on sale of assets, net
|
|
3
|
|
|
—
|
|
|
17
|
|
|
2
|
|
||||
General and administrative expense
|
|
(25
|
)
|
|
(22
|
)
|
|
(80
|
)
|
|
(69
|
)
|
||||
Acquisition and integration costs
|
|
(9
|
)
|
|
(2
|
)
|
|
(17
|
)
|
|
(6
|
)
|
||||
Operating income (loss)
|
|
22
|
|
|
15
|
|
|
(31
|
)
|
|
(211
|
)
|
||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
||||
Interest expense
|
|
(32
|
)
|
|
(26
|
)
|
|
(104
|
)
|
|
(71
|
)
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||
Other income and expense, net
|
|
5
|
|
|
15
|
|
|
(40
|
)
|
|
5
|
|
||||
Income (loss) from continuing operations before income taxes
|
|
(5
|
)
|
|
4
|
|
|
(165
|
)
|
|
(288
|
)
|
||||
Income tax benefit
|
|
—
|
|
|
20
|
|
|
1
|
|
|
20
|
|
||||
Income (loss) from continuing operations
|
|
(5
|
)
|
|
24
|
|
|
(164
|
)
|
|
(268
|
)
|
||||
Income (loss) from discontinued operations, net of tax (Note 3)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
3
|
|
||||
Net income (loss)
|
|
(5
|
)
|
|
22
|
|
|
(164
|
)
|
|
(265
|
)
|
||||
Less: Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Net income (loss) attributable to Dynegy Inc.
|
|
$
|
(5
|
)
|
|
$
|
22
|
|
|
$
|
(169
|
)
|
|
$
|
(265
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (Loss) Per Share (Note 13):
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share attributable to Dynegy Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
$
|
(0.05
|
)
|
|
$
|
0.24
|
|
|
$
|
(1.69
|
)
|
|
$
|
(2.68
|
)
|
Income (loss) from discontinued operations
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
|
0.03
|
|
||||
Basic earnings (loss) per share attributable to Dynegy Inc.
|
|
$
|
(0.05
|
)
|
|
$
|
0.22
|
|
|
$
|
(1.69
|
)
|
|
$
|
(2.65
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share attributable to Dynegy Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
|
$
|
(0.05
|
)
|
|
$
|
0.24
|
|
|
$
|
(1.69
|
)
|
|
$
|
(2.68
|
)
|
Income (loss) from discontinued operations
|
|
—
|
|
|
(0.02
|
)
|
|
—
|
|
|
0.03
|
|
||||
Diluted earnings (loss) per share attributable to Dynegy Inc.
|
|
$
|
(0.05
|
)
|
|
$
|
0.22
|
|
|
$
|
(1.69
|
)
|
|
$
|
(2.65
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic shares outstanding
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
||||
Diluted shares outstanding
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
|
$
|
(5
|
)
|
|
$
|
22
|
|
|
$
|
(164
|
)
|
|
$
|
(265
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
||||||||
Actuarial gain (loss) and plan amendments (net of tax of zero, $25, zero and $25, respectively)
|
|
—
|
|
|
46
|
|
|
(3
|
)
|
|
46
|
|
||||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Reclassification of curtailment gain included in net loss (net of tax of zero, zero, zero and zero, respectively)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||
Amortization of unrecognized prior service credit and actuarial gain (net of tax of zero, zero, zero and zero, respectively)
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Other comprehensive income (loss), net of tax
|
|
(1
|
)
|
|
46
|
|
|
(6
|
)
|
|
39
|
|
||||
Comprehensive income (loss)
|
|
(6
|
)
|
|
68
|
|
|
(170
|
)
|
|
(226
|
)
|
||||
Less: Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
|
$
|
(6
|
)
|
|
$
|
68
|
|
|
$
|
(174
|
)
|
|
$
|
(226
|
)
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||
Net loss
|
|
$
|
(164
|
)
|
|
$
|
(265
|
)
|
Adjustments to reconcile net loss to net cash flows from operating activities:
|
|
|
|
|
||||
Depreciation expense
|
|
185
|
|
|
156
|
|
||
Loss on extinguishment of debt
|
|
—
|
|
|
11
|
|
||
Non-cash interest expense (benefit)
|
|
15
|
|
|
(1
|
)
|
||
Amortization of intangibles
|
|
38
|
|
|
190
|
|
||
Risk management activities
|
|
57
|
|
|
10
|
|
||
Gain on sale of assets, net
|
|
(17
|
)
|
|
(2
|
)
|
||
Deferred income taxes
|
|
(1
|
)
|
|
(18
|
)
|
||
Change in value of common stock warrants
|
|
43
|
|
|
1
|
|
||
Other
|
|
27
|
|
|
8
|
|
||
Changes in working capital:
|
|
|
|
|
||||
Accounts receivable, net
|
|
187
|
|
|
16
|
|
||
Inventory
|
|
1
|
|
|
26
|
|
||
Prepayments and other current assets
|
|
32
|
|
|
36
|
|
||
Accounts payable and accrued liabilities
|
|
(124
|
)
|
|
(23
|
)
|
||
Affiliate transactions
|
|
—
|
|
|
(1
|
)
|
||
Changes in non-current assets
|
|
(9
|
)
|
|
(7
|
)
|
||
Changes in non-current liabilities
|
|
6
|
|
|
(5
|
)
|
||
Net cash provided by operating activities
|
|
276
|
|
|
132
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(94
|
)
|
|
(67
|
)
|
||
Proceeds from asset sales, net
|
|
17
|
|
|
3
|
|
||
Decrease in restricted cash
|
|
—
|
|
|
335
|
|
||
Net cash provided by (used) in investing activities
|
|
(77
|
)
|
|
271
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Proceeds from long-term borrowings, net of financing costs
|
|
10
|
|
|
1,753
|
|
||
Repayments of borrowings, including debt extinguishment costs
|
|
(6
|
)
|
|
(1,915
|
)
|
||
Interest rate swap settlement payments
|
|
(13
|
)
|
|
—
|
|
||
Other financing
|
|
(1
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
|
(10
|
)
|
|
(162
|
)
|
||
Net increase in cash and cash equivalents
|
|
189
|
|
|
241
|
|
||
Cash and cash equivalents, beginning of period
|
|
843
|
|
|
348
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
1,032
|
|
|
$
|
589
|
|
(amounts in millions)
|
|
Nine Months Ended September 30, 2013
|
||
Revenues
|
|
$
|
1,996
|
|
Net loss
|
|
$
|
(307
|
)
|
Net loss attributable to noncontrolling interest
|
|
$
|
(3
|
)
|
Net loss attributable to Dynegy Inc.
|
|
$
|
(304
|
)
|
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
|
|
(31
|
)
|
|
MWh
|
|
$
|
(51
|
)
|
Electricity basis derivatives (3)
|
|
Not designated
|
|
(28
|
)
|
|
MWh
|
|
$
|
2
|
|
Natural gas derivatives (2)
|
|
Not designated
|
|
84
|
|
|
MMBtu
|
|
$
|
(21
|
)
|
Natural gas basis derivatives
|
|
Not designated
|
|
29
|
|
|
MMBtu
|
|
$
|
(10
|
)
|
Diesel fuel derivatives
|
|
Not designated
|
|
8
|
|
|
Gallon
|
|
$
|
(1
|
)
|
Coal derivatives
|
|
Not designated
|
|
—
|
|
|
Metric Ton
|
|
$
|
(2
|
)
|
Emissions derivatives
|
|
Not designated
|
|
4
|
|
|
Metric Ton
|
|
$
|
—
|
|
Interest rate swaps
|
|
Not designated
|
|
787
|
|
|
U.S. Dollar
|
|
$
|
(40
|
)
|
Common stock warrants (4)
|
|
Not designated
|
|
16
|
|
|
Warrant
|
|
$
|
(64
|
)
|
(1)
|
Includes both asset and liability risk management positions, but excludes margin and collateral netting of
$6 million
.
|
(2)
|
Mainly comprised of swaps, options and physical forwards.
|
(3)
|
Comprised of FTRs and swaps.
|
(4)
|
Each warrant is convertible into one share of Dynegy common stock.
|
|
|
|
|
|
September 30, 2014
|
||||||||||||||
|
|
|
|
|
|
|
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
|
|
$
|
60
|
|
|
$
|
(45
|
)
|
|
$
|
|
|
|
$
|
15
|
|
|
Total derivative assets
|
|
|
|
$
|
60
|
|
|
$
|
(45
|
)
|
|
$
|
—
|
|
|
$
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Commodity contracts
|
|
Liabilities from risk management activities
|
|
$
|
(143
|
)
|
|
$
|
45
|
|
|
$
|
6
|
|
|
$
|
(92
|
)
|
|
Interest rate contracts
|
|
Liabilities from risk management activities
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
||||
|
Common stock warrants
|
|
Other long-term liabilities
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
||||
|
Total derivative liabilities
|
|
|
|
$
|
(247
|
)
|
|
$
|
45
|
|
|
$
|
6
|
|
|
$
|
(196
|
)
|
Total derivatives
|
|
|
|
$
|
(187
|
)
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
(181
|
)
|
|
|
|
|
|
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
|
)
|
Location on balance sheet
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
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
|
|
$
|
44
|
|
|
$
|
6
|
|
|
$
|
47
|
|
|
$
|
4
|
|
Derivatives Not Designated
as Hedges
|
|
Location of Mark-to-market Gain (Loss) in Income on Derivatives
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||
(amounts in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
Revenues
|
|
$
|
10
|
|
|
$
|
29
|
|
|
$
|
(65
|
)
|
|
$
|
(8
|
)
|
Interest rate contracts
|
|
Interest expense
|
|
$
|
5
|
|
|
$
|
(5
|
)
|
|
$
|
7
|
|
|
$
|
(1
|
)
|
Common stock warrants
|
|
Other income (expense), net
|
|
$
|
6
|
|
|
$
|
8
|
|
|
$
|
(43
|
)
|
|
$
|
(1
|
)
|
Derivatives Not Designated
as Hedges
|
|
Location of Gain (Loss)
Recognized in Income on
Derivatives
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||
(amounts in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
Revenues
|
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
|
$
|
(212
|
)
|
|
$
|
(54
|
)
|
Interest rate contracts
|
|
Interest expense
|
|
$
|
1
|
|
|
$
|
(6
|
)
|
|
$
|
(6
|
)
|
|
$
|
(3
|
)
|
Common stock warrants
|
|
Other income (expense), net
|
|
$
|
6
|
|
|
$
|
8
|
|
|
$
|
(43
|
)
|
|
$
|
(1
|
)
|
|
|
Fair Value as of September 30, 2014
|
||||||||||||||
(amounts in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
21
|
|
|
$
|
56
|
|
Natural gas derivatives
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Total assets from commodity risk management activities
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
21
|
|
|
$
|
60
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
.
|
|
||||
Liabilities from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
(71
|
)
|
|
$
|
(34
|
)
|
|
$
|
(105
|
)
|
Natural gas derivatives
|
|
—
|
|
|
(34
|
)
|
|
(1
|
)
|
|
(35
|
)
|
||||
Diesel fuel derivatives
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Coal derivatives
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Total liabilities from commodity risk management activities
|
|
—
|
|
|
(108
|
)
|
|
(35
|
)
|
|
(143
|
)
|
||||
Liabilities from interest rate contracts
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
||||
Liabilities from outstanding common stock warrants
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
||||
Total liabilities
|
|
$
|
(64
|
)
|
|
$
|
(148
|
)
|
|
$
|
(35
|
)
|
|
$
|
(247
|
)
|
|
|
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
|
)
|
Transaction Type
|
|
Quantity
|
|
Unit of Measure
|
|
Net Fair Value
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Significant Unobservable Inputs Range
|
|||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Electricity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Forward contracts—power (1)
|
|
(6
|
)
|
|
Million MWh
|
|
$
|
(17
|
)
|
|
Basis spread + liquid location
|
|
Basis spread
|
|
$7.00-$9.00
|
FTRs
|
|
22
|
|
|
Million MWh
|
|
$
|
4
|
|
|
Historical congestion
|
|
Forward price
|
|
$0.00-$11.00
|
Natural gas derivatives
|
|
1
|
|
|
MMBtu
|
|
$
|
(1
|
)
|
|
Illiquid pricing periods
|
|
Forward price
|
|
$2.65 - $3.25
|
Heat rate derivatives
|
|
46
|
|
|
Thousand Tons
|
|
$
|
—
|
|
|
Option model
|
|
Coal/power price correlation
|
|
0%-11%
|
|
(81
|
)
|
|
Thousand MWh
|
|
$
|
—
|
|
|
Option model
|
|
Power price volatility
|
|
71%-101%
|
(1)
|
Represents forward financial and physical transactions at illiquid pricing locations.
|
|
|
Three Months Ended September 30, 2014
|
||||||||||||||
(amounts in millions)
|
|
Electricity
Derivatives
|
|
Heat Rate Derivatives
|
|
Natural Gas Derivatives
|
|
Total
|
||||||||
Balance at June 30, 2014
|
|
$
|
(14
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
Total gains (losses) included in earnings
|
|
3
|
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
||||
Settlements (1)
|
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance at September 30, 2014
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(14
|
)
|
Mark-to-market gains (losses) relating to instruments held as of September 30, 2014
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
2
|
|
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||
(amounts in millions)
|
|
Electricity
Derivatives
|
|
Heat Rate Derivatives
|
|
Natural Gas Derivatives
|
|
Total
|
||||||||
Balance at December 31, 2013
|
|
$
|
11
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
10
|
|
Total losses included in earnings
|
|
(19
|
)
|
|
—
|
|
|
(1
|
)
|
|
(20
|
)
|
||||
Settlements (1)
|
|
(5
|
)
|
|
1
|
|
|
—
|
|
|
(4
|
)
|
||||
Balance at September 30, 2014
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(14
|
)
|
Mark-to-market losses relating to instruments held as of September 30, 2014
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(20
|
)
|
|
|
Three Months Ended September 30, 2013
|
||||||||||
(amounts in millions)
|
|
Electricity
Derivatives
|
|
Heat Rate Derivatives
|
|
Total
|
||||||
Balance at June 30, 2013
|
|
$
|
(3
|
)
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
Total gains (losses) included in earnings
|
|
(5
|
)
|
|
1
|
|
|
(4
|
)
|
|||
Settlements (1)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Balance at September 30, 2013
|
|
$
|
(8
|
)
|
|
$
|
1
|
|
|
$
|
(7
|
)
|
Mark-to-market gains (losses) relating to instruments held as of September 30, 2013
|
|
$
|
(5
|
)
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
|
|
Nine Months Ended September 30, 2013
|
||||||||||
(amounts in millions)
|
|
Electricity
Derivatives
|
|
Heat Rate Derivatives
|
|
Total
|
||||||
Balance at December 31, 2012
|
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
7
|
|
Total losses included in earnings
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Settlements (1)
|
|
(6
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|||
Balance at September 30, 2013
|
|
$
|
(8
|
)
|
|
$
|
1
|
|
|
$
|
(7
|
)
|
Mark-to-market losses relating to instruments held as of September 30, 2013
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
(1)
|
For purposes of these tables, we define settlements as the beginning of period fair value of contracts that settled during the period.
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||
(amounts in millions)
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Dynegy Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Tranche B-2 Term Loan, due 2020 (1)(2)
|
|
$
|
(787
|
)
|
|
$
|
(783
|
)
|
|
$
|
(792
|
)
|
|
$
|
(802
|
)
|
5.875% Senior Notes, due 2023 (2)
|
|
$
|
(500
|
)
|
|
$
|
(465
|
)
|
|
$
|
(500
|
)
|
|
$
|
(468
|
)
|
Emissions Repurchase Agreements (2)
|
|
$
|
(29
|
)
|
|
$
|
(39
|
)
|
|
$
|
(17
|
)
|
|
$
|
(17
|
)
|
Interest rate derivatives (2)
|
|
$
|
(40
|
)
|
|
$
|
(40
|
)
|
|
$
|
(47
|
)
|
|
$
|
(47
|
)
|
Commodity-based derivative contracts (3)
|
|
$
|
(83
|
)
|
|
$
|
(83
|
)
|
|
$
|
(19
|
)
|
|
$
|
(19
|
)
|
Common stock warrants (4)
|
|
$
|
(64
|
)
|
|
$
|
(64
|
)
|
|
$
|
(21
|
)
|
|
$
|
(21
|
)
|
Genco:
|
|
|
|
|
|
|
|
|
||||||||
7.95% Senior Notes Series F, due 2032 (2)(5)
|
|
$
|
(224
|
)
|
|
$
|
(274
|
)
|
|
$
|
(224
|
)
|
|
$
|
(216
|
)
|
7.00% Senior Notes Series H, due 2018 (2)(5)
|
|
$
|
(265
|
)
|
|
$
|
(287
|
)
|
|
$
|
(259
|
)
|
|
$
|
(252
|
)
|
6.30% Senior Notes Series I, due 2020 (2)(5)
|
|
$
|
(205
|
)
|
|
$
|
(235
|
)
|
|
$
|
(200
|
)
|
|
$
|
(196
|
)
|
(1)
|
Carrying amount includes an unamortized discount of
$3 million
and
$4 million
as of
September 30, 2014
and
December 31, 2013
, respectively. Please read
Note 9—Debt
for further discussion.
|
(2)
|
The fair values of these financial instruments are classified as Level 2 within the fair value hierarchy levels.
|
(3)
|
Carrying amount of commodity-based derivative contracts excludes
$6 million
and
$4 million
of cash posted as collateral, as of
September 30, 2014
and
December 31, 2013
, respectively.
|
(4)
|
The fair value of the common stock warrants is classified as Level 1 within the fair value hierarchy levels.
|
(5)
|
Combined carrying amounts as of
September 30, 2014
and
December 31, 2013
include unamortized discounts of
$131 million
and
$142 million
, respectively. Please read
Note 9—Debt
for further discussion.
|
|
|
Nine Months Ended September 30,
|
||||||
(amounts in millions)
|
|
2014
|
|
2013
|
||||
Beginning of period
|
|
$
|
58
|
|
|
$
|
11
|
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
||||
Actuarial gain (loss) and plan amendments (net of tax of zero and $25, respectively) (1)
|
|
(2
|
)
|
|
46
|
|
||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
||
Reclassification of curtailment gain included in net loss (net of tax of zero) (2)
|
|
—
|
|
|
(7
|
)
|
||
Amortization of unrecognized prior service credit and actuarial gain (net of tax of zero) (3)
|
|
(3
|
)
|
|
—
|
|
||
Net current period other comprehensive income (loss), net of tax
|
|
(5
|
)
|
|
39
|
|
||
End of period
|
|
$
|
53
|
|
|
$
|
50
|
|
(1)
|
As a result of amendments to certain of our pension and other post-employment benefit plans, we remeasured the affected plans during the third quarter 2013. Please read Note 18—Employee Compensation, Savings, Pension and Other Post-Employment Benefit Plans in our Form 10-K for further discussion.
|
(2)
|
Amount related to the DNE pension curtailment gain and was recorded in Income from discontinued operations, net of tax on our unaudited consolidated statements of operations. Please read
Note 12—Pension and Other Post-Employment Benefit Plans
and Note 18—Employee Compensation, Savings, Pension and Other Post-Employment Benefit Plans in our Form 10-K 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 (gain). Please read
Note 12—Pension and Other Post-Employment Benefit Plans
for further discussion.
|
(amounts in millions)
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Materials and supplies
|
|
$
|
83
|
|
|
$
|
81
|
|
Coal
|
|
96
|
|
|
92
|
|
||
Fuel oil
|
|
5
|
|
|
4
|
|
||
Emissions allowances (1)
|
|
2
|
|
|
4
|
|
||
Total
|
|
$
|
186
|
|
|
$
|
181
|
|
(1)
|
As of December 31, 2013, this inventory was held as collateral by one of our counterparties as part of a financing arrangement. Please read
Note 9—Debt
—Emissions Repurchase Agreements for further discussion.
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
(amounts in millions)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Electricity contracts, net
|
|
$
|
325
|
|
|
$
|
(247
|
)
|
|
$
|
78
|
|
|
$
|
330
|
|
|
$
|
(170
|
)
|
|
$
|
160
|
|
Coal contracts, net
|
|
39
|
|
|
(117
|
)
|
|
(78
|
)
|
|
39
|
|
|
(150
|
)
|
|
(111
|
)
|
||||||
Gas transport contracts
|
|
(24
|
)
|
|
15
|
|
|
(9
|
)
|
|
(24
|
)
|
|
9
|
|
|
(15
|
)
|
||||||
Total
|
|
$
|
340
|
|
|
$
|
(349
|
)
|
|
$
|
(9
|
)
|
|
$
|
345
|
|
|
$
|
(311
|
)
|
|
$
|
34
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(amounts in millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Electricity contracts, net (1)
|
|
$
|
16
|
|
|
$
|
34
|
|
|
$
|
77
|
|
|
$
|
101
|
|
Coal contracts, net (2)
|
|
(11
|
)
|
|
31
|
|
|
(33
|
)
|
|
95
|
|
||||
Gas transport contracts (2)
|
|
(2
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||||
Total
|
|
$
|
3
|
|
|
$
|
63
|
|
|
$
|
38
|
|
|
$
|
190
|
|
(1)
|
The amortization expense of these contracts is recognized in Revenues in our unaudited consolidated statements of operations.
|
(2)
|
The amortization expense of these contracts is recognized in Cost of sales in our unaudited consolidated statements of operations.
|
(amounts in millions)
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Dynegy Inc.:
|
|
|
|
|
||||
Tranche B-2 Term Loan, due 2020 (1)
|
|
$
|
790
|
|
|
$
|
796
|
|
5.875% Senior Notes, due 2023 (1)
|
|
500
|
|
|
500
|
|
||
Emissions Repurchase Agreements (1)
|
|
29
|
|
|
17
|
|
||
Genco:
|
|
|
|
|
||||
7.95% Senior Notes Series F, due 2032 (1)
|
|
275
|
|
|
275
|
|
||
7.00% Senior Notes Series H, due 2018 (1)
|
|
300
|
|
|
300
|
|
||
6.30% Senior Notes Series I, due 2020 (1)
|
|
250
|
|
|
250
|
|
||
|
|
2,144
|
|
|
2,138
|
|
||
Unamortized discount on debt, net
|
|
(134
|
)
|
|
(146
|
)
|
||
|
|
2,010
|
|
|
1,992
|
|
||
Less: Current maturities, including unamortized discounts, net
|
|
37
|
|
|
13
|
|
||
Total Long-term debt
|
|
$
|
1,973
|
|
|
$
|
1,979
|
|
(1)
|
Please read Note 12—Debt in our Form 10-K for further discussion.
|
|
|
Required Ratio
|
Restricted payment interest coverage ratio (1)
|
|
≥1.75
|
Additional indebtedness interest coverage ratio (2)
|
|
≥2.50
|
Additional indebtedness debt-to-capital ratio (2)
|
|
≤60%
|
(1)
|
As of the date of a 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.
|
(2)
|
Ratios must be computed on a pro forma basis considering the additional indebtedness to be incurred and the related interest expense. Other borrowings from third-party external sources are included in the definition of indebtedness and are subject to these incurrence tests.
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
Three Months Ended September 30,
|
||||||||||||||
(amounts in millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Service cost benefits earned during period
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost on projected benefit obligation
|
|
4
|
|
|
3
|
|
|
1
|
|
|
1
|
|
||||
Expected return on plan assets
|
|
(5
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
||||
Amortization of:
|
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Net periodic benefit cost (gain)
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
Nine Months Ended September 30,
|
||||||||||||||
(amounts in millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Service cost benefits earned during period
|
|
$
|
9
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest cost on projected benefit obligation
|
|
13
|
|
|
9
|
|
|
3
|
|
|
2
|
|
||||
Expected return on plan assets
|
|
(16
|
)
|
|
(14
|
)
|
|
(3
|
)
|
|
—
|
|
||||
Amortization of:
|
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Net periodic benefit cost (gain)
|
|
5
|
|
|
2
|
|
|
(2
|
)
|
|
3
|
|
||||
Curtailment gain (1)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
||||
Total benefit cost (gain)
|
|
$
|
5
|
|
|
$
|
(5
|
)
|
|
$
|
(2
|
)
|
|
$
|
3
|
|
(1)
|
The curtailment gain is related to the DNE pension plan and resulted from the Roseton sale and the termination of a majority of the Danskammer employees.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, except per share amounts)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Income (loss) from continuing operations
|
|
$
|
(5
|
)
|
|
$
|
24
|
|
|
$
|
(164
|
)
|
|
$
|
(268
|
)
|
Less: Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Income (loss) from continuing operations attributable to Dynegy Inc. for basic and diluted earnings (loss) per share
|
|
$
|
(5
|
)
|
|
$
|
24
|
|
|
$
|
(169
|
)
|
|
$
|
(268
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
||||
Effect of dilutive securities (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted weighted-average shares
|
|
100
|
|
|
100
|
|
|
100
|
|
|
100
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share from continuing operations attributable to Dynegy Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.05
|
)
|
|
$
|
0.24
|
|
|
$
|
(1.69
|
)
|
|
$
|
(2.68
|
)
|
Diluted (1)
|
|
$
|
(0.05
|
)
|
|
$
|
0.24
|
|
|
$
|
(1.69
|
)
|
|
$
|
(2.68
|
)
|
(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 used the basic shares outstanding amount to calculate both basic and diluted loss per share for the
three
months ended
September 30, 2014
and the
nine
months ended
September 30, 2014 and 2013
.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
(in millions of shares)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Stock options
|
|
1.4
|
|
|
0.3
|
|
|
1.4
|
|
|
1.0
|
|
Restricted stock units
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
0.9
|
|
Performance stock units
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
0.1
|
|
Warrants
|
|
15.6
|
|
|
15.6
|
|
|
15.6
|
|
|
15.6
|
|
Total
|
|
18.4
|
|
|
15.9
|
|
|
18.4
|
|
|
17.6
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
610
|
|
|
$
|
204
|
|
|
$
|
218
|
|
|
$
|
—
|
|
|
$
|
1,032
|
|
Accounts receivable, net
|
17
|
|
|
108
|
|
|
160
|
|
|
(42
|
)
|
|
243
|
|
|||||
Intercompany receivable
|
1
|
|
|
411
|
|
|
—
|
|
|
(412
|
)
|
|
—
|
|
|||||
Inventory
|
—
|
|
|
82
|
|
|
104
|
|
|
—
|
|
|
186
|
|
|||||
Other current assets
|
7
|
|
|
47
|
|
|
77
|
|
|
(1
|
)
|
|
130
|
|
|||||
Total Current Assets
|
635
|
|
|
852
|
|
|
559
|
|
|
(455
|
)
|
|
1,591
|
|
|||||
Property, Plant and Equipment, Net
|
—
|
|
|
2,829
|
|
|
394
|
|
|
—
|
|
|
3,223
|
|
|||||
Other Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in affiliates
|
6,219
|
|
|
—
|
|
|
—
|
|
|
(6,219
|
)
|
|
—
|
|
|||||
Other long-term assets
|
93
|
|
|
66
|
|
|
74
|
|
|
—
|
|
|
233
|
|
|||||
Intercompany note receivable
|
14
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
6,961
|
|
|
$
|
3,747
|
|
|
$
|
1,027
|
|
|
$
|
(6,688
|
)
|
|
$
|
5,047
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
79
|
|
|
$
|
136
|
|
|
$
|
(42
|
)
|
|
$
|
173
|
|
Intercompany payable
|
349
|
|
|
—
|
|
|
63
|
|
|
(412
|
)
|
|
—
|
|
|||||
Other current liabilities
|
105
|
|
|
224
|
|
|
127
|
|
|
(1
|
)
|
|
455
|
|
|||||
Total Current Liabilities
|
454
|
|
|
303
|
|
|
326
|
|
|
(455
|
)
|
|
628
|
|
|||||
Long-term debt
|
1,279
|
|
|
—
|
|
|
694
|
|
|
—
|
|
|
1,973
|
|
|||||
Intercompany interest payable
|
799
|
|
|
—
|
|
|
—
|
|
|
(799
|
)
|
|
—
|
|
|||||
Intercompany long-term debt
|
2,243
|
|
|
—
|
|
|
14
|
|
|
(2,257
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
136
|
|
|
131
|
|
|
127
|
|
|
—
|
|
|
394
|
|
|||||
Total Liabilities
|
4,911
|
|
|
434
|
|
|
1,161
|
|
|
(3,511
|
)
|
|
2,995
|
|
|||||
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Dynegy Stockholders’ Equity
|
2,050
|
|
|
6,355
|
|
|
(136
|
)
|
|
(6,219
|
)
|
|
2,050
|
|
|||||
Intercompany receivable
|
—
|
|
|
(3,042
|
)
|
|
—
|
|
|
3,042
|
|
|
—
|
|
|||||
Total Dynegy Stockholders’ Equity
|
2,050
|
|
|
3,313
|
|
|
(136
|
)
|
|
(3,177
|
)
|
|
2,050
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Total Equity
|
2,050
|
|
|
3,313
|
|
|
(134
|
)
|
|
(3,177
|
)
|
|
2,052
|
|
|||||
Total Liabilities and Equity
|
$
|
6,961
|
|
|
$
|
3,747
|
|
|
$
|
1,027
|
|
|
$
|
(6,688
|
)
|
|
$
|
5,047
|
|
|
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
|
—
|
|
|
194
|
|
|
—
|
|
|
(194
|
)
|
|
—
|
|
|||||
Inventory
|
—
|
|
|
71
|
|
|
110
|
|
|
—
|
|
|
181
|
|
|||||
Other current assets
|
8
|
|
|
131
|
|
|
102
|
|
|
—
|
|
|
241
|
|
|||||
Total Current Assets
|
484
|
|
|
683
|
|
|
716
|
|
|
(198
|
)
|
|
1,685
|
|
|||||
Property, Plant and Equipment, Net
|
—
|
|
|
2,937
|
|
|
378
|
|
|
—
|
|
|
3,315
|
|
|||||
Other Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in affiliates
|
6,281
|
|
|
—
|
|
|
—
|
|
|
(6,281
|
)
|
|
—
|
|
|||||
Other long-term assets
|
133
|
|
|
61
|
|
|
97
|
|
|
—
|
|
|
291
|
|
|||||
Total Assets
|
$
|
6,898
|
|
|
$
|
3,681
|
|
|
$
|
1,191
|
|
|
$
|
(6,479
|
)
|
|
$
|
5,291
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
4
|
|
|
$
|
114
|
|
|
$
|
215
|
|
|
$
|
(4
|
)
|
|
$
|
329
|
|
Intercompany payable
|
127
|
|
|
—
|
|
|
67
|
|
|
(194
|
)
|
|
—
|
|
|||||
Other current liabilities
|
132
|
|
|
139
|
|
|
121
|
|
|
—
|
|
|
392
|
|
|||||
Total Current Liabilities
|
263
|
|
|
253
|
|
|
403
|
|
|
(198
|
)
|
|
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
|
4,688
|
|
|
409
|
|
|
1,227
|
|
|
(3,240
|
)
|
|
3,084
|
|
|||||
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Dynegy Stockholders’ Equity
|
2,210
|
|
|
6,314
|
|
|
(33
|
)
|
|
(6,281
|
)
|
|
2,210
|
|
|||||
Intercompany receivable
|
—
|
|
|
(3,042
|
)
|
|
—
|
|
|
3,042
|
|
|
—
|
|
|||||
Total Dynegy Stockholders’ Equity
|
2,210
|
|
|
3,272
|
|
|
(33
|
)
|
|
(3,239
|
)
|
|
2,210
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Total Equity
|
2,210
|
|
|
3,272
|
|
|
(36
|
)
|
|
(3,239
|
)
|
|
2,207
|
|
|||||
Total Liabilities and Equity
|
$
|
6,898
|
|
|
$
|
3,681
|
|
|
$
|
1,191
|
|
|
$
|
(6,479
|
)
|
|
$
|
5,291
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
379
|
|
|
$
|
236
|
|
|
$
|
—
|
|
|
$
|
615
|
|
Cost of sales, excluding depreciation expense
|
—
|
|
|
(229
|
)
|
|
(158
|
)
|
|
—
|
|
|
(387
|
)
|
|||||
Gross margin
|
—
|
|
|
150
|
|
|
78
|
|
|
—
|
|
|
228
|
|
|||||
Operating and maintenance expense
|
—
|
|
|
(65
|
)
|
|
(49
|
)
|
|
—
|
|
|
(114
|
)
|
|||||
Depreciation expense
|
—
|
|
|
(51
|
)
|
|
(10
|
)
|
|
—
|
|
|
(61
|
)
|
|||||
Gain on sale of assets, net
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
General and administrative expense
|
(3
|
)
|
|
(13
|
)
|
|
(9
|
)
|
|
—
|
|
|
(25
|
)
|
|||||
Acquisition and integration costs
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Operating income (loss)
|
(3
|
)
|
|
24
|
|
|
1
|
|
|
—
|
|
|
22
|
|
|||||
Equity in earnings from investments in affiliates
|
17
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|||||
Interest expense
|
(18
|
)
|
|
(1
|
)
|
|
(14
|
)
|
|
1
|
|
|
(32
|
)
|
|||||
Other income and expense, net
|
5
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
5
|
|
|||||
Income (loss) from continuing operations before income taxes
|
1
|
|
|
23
|
|
|
(12
|
)
|
|
(17
|
)
|
|
(5
|
)
|
|||||
Income tax benefit (expense)
|
(6
|
)
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
(5
|
)
|
|
23
|
|
|
(6
|
)
|
|
(17
|
)
|
|
(5
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to Dynegy Inc.
|
$
|
(5
|
)
|
|
$
|
23
|
|
|
$
|
(6
|
)
|
|
$
|
(17
|
)
|
|
$
|
(5
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,279
|
|
|
$
|
619
|
|
|
$
|
—
|
|
|
$
|
1,898
|
|
Cost of sales, excluding depreciation expense
|
—
|
|
|
(857
|
)
|
|
(447
|
)
|
|
—
|
|
|
(1,304
|
)
|
|||||
Gross margin
|
—
|
|
|
422
|
|
|
172
|
|
|
—
|
|
|
594
|
|
|||||
Operating and maintenance expense
|
—
|
|
|
(210
|
)
|
|
(150
|
)
|
|
—
|
|
|
(360
|
)
|
|||||
Depreciation expense
|
—
|
|
|
(157
|
)
|
|
(28
|
)
|
|
—
|
|
|
(185
|
)
|
|||||
Gain on sale of assets, net
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||
General and administrative expense
|
(7
|
)
|
|
(42
|
)
|
|
(31
|
)
|
|
—
|
|
|
(80
|
)
|
|||||
Acquisition and integration costs
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|||||
Operating income (loss)
|
(7
|
)
|
|
30
|
|
|
(54
|
)
|
|
—
|
|
|
(31
|
)
|
|||||
Equity in losses from investments in affiliates
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|||||
Earnings from unconsolidated investments
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Interest expense
|
(62
|
)
|
|
(1
|
)
|
|
(42
|
)
|
|
1
|
|
|
(104
|
)
|
|||||
Other income and expense, net
|
(40
|
)
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
(40
|
)
|
|||||
Income (loss) from continuing operations before income taxes
|
(169
|
)
|
|
39
|
|
|
(95
|
)
|
|
60
|
|
|
(165
|
)
|
|||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Net income (loss)
|
(169
|
)
|
|
39
|
|
|
(94
|
)
|
|
60
|
|
|
(164
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Net income (loss) attributable to Dynegy Inc.
|
$
|
(169
|
)
|
|
$
|
39
|
|
|
$
|
(99
|
)
|
|
$
|
60
|
|
|
$
|
(169
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
$
|
(5
|
)
|
|
$
|
23
|
|
|
$
|
(6
|
)
|
|
$
|
(17
|
)
|
|
$
|
(5
|
)
|
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of unrecognized prior service credit and actuarial gain, net of tax of zero
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Other comprehensive loss, net of tax
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Comprehensive income (loss)
|
(6
|
)
|
|
23
|
|
|
(6
|
)
|
|
(17
|
)
|
|
(6
|
)
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
$
|
(6
|
)
|
|
$
|
23
|
|
|
$
|
(6
|
)
|
|
$
|
(17
|
)
|
|
$
|
(6
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
$
|
(169
|
)
|
|
$
|
39
|
|
|
$
|
(94
|
)
|
|
$
|
60
|
|
|
$
|
(164
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Actuarial loss, net of tax of zero
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of unrecognized prior service credit and actuarial gain, net of tax of zero
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Other comprehensive income (loss) from investment in affiliates
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|||||
Other comprehensive income (loss), net of tax
|
(6
|
)
|
|
—
|
|
|
(3
|
)
|
|
3
|
|
|
(6
|
)
|
|||||
Comprehensive income (loss)
|
(175
|
)
|
|
39
|
|
|
(97
|
)
|
|
63
|
|
|
(170
|
)
|
|||||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
(1
|
)
|
|
—
|
|
|
4
|
|
|
1
|
|
|
4
|
|
|||||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
$
|
(174
|
)
|
|
$
|
39
|
|
|
$
|
(101
|
)
|
|
$
|
62
|
|
|
$
|
(174
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(40
|
)
|
|
$
|
315
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
276
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(51
|
)
|
|
(43
|
)
|
|
—
|
|
|
(94
|
)
|
|||||
Proceeds from asset sales, net
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||
Net intercompany transfers
|
198
|
|
|
—
|
|
|
—
|
|
|
(198
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
198
|
|
|
(34
|
)
|
|
(43
|
)
|
|
(198
|
)
|
|
(77
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term borrowings, net of financing costs
|
(2
|
)
|
|
12
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Repayments of borrowings
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Net intercompany transfers
|
—
|
|
|
(243
|
)
|
|
45
|
|
|
198
|
|
|
—
|
|
|||||
Interest rate swap settlement payments
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
Other financing
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(22
|
)
|
|
(231
|
)
|
|
45
|
|
|
198
|
|
|
(10
|
)
|
|||||
Net increase in cash and cash equivalents
|
136
|
|
|
50
|
|
|
3
|
|
|
—
|
|
|
189
|
|
|||||
Cash and cash equivalents, beginning of period
|
474
|
|
|
154
|
|
|
215
|
|
|
—
|
|
|
843
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
610
|
|
|
$
|
204
|
|
|
$
|
218
|
|
|
$
|
—
|
|
|
$
|
1,032
|
|
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other and
Eliminations
|
|
Total
|
||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unaffiliated revenues
|
|
$
|
132
|
|
|
$
|
237
|
|
|
$
|
246
|
|
|
$
|
—
|
|
|
$
|
615
|
|
Intercompany revenues
|
|
5
|
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||||
Total revenues
|
|
$
|
137
|
|
|
$
|
236
|
|
|
$
|
242
|
|
|
$
|
—
|
|
|
$
|
615
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation expense
|
|
$
|
(14
|
)
|
|
$
|
(10
|
)
|
|
$
|
(36
|
)
|
|
$
|
(1
|
)
|
|
$
|
(61
|
)
|
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
|
$
|
(2
|
)
|
|
$
|
19
|
|
|
$
|
40
|
|
|
$
|
(35
|
)
|
|
$
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
(32
|
)
|
|||||||||
Other items, net
|
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
5
|
|
|||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||
Net loss
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
|||||||||
Less: Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
(5
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Identifiable assets (domestic)
|
|
$
|
1,100
|
|
|
$
|
1,021
|
|
|
$
|
2,189
|
|
|
$
|
737
|
|
|
$
|
5,047
|
|
Capital expenditures
|
|
$
|
(10
|
)
|
|
$
|
(12
|
)
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(25
|
)
|
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other and
Eliminations
|
|
Total
|
||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unaffiliated revenues
|
|
$
|
429
|
|
|
$
|
618
|
|
|
$
|
851
|
|
|
$
|
—
|
|
|
$
|
1,898
|
|
Intercompany revenues
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Total revenues
|
|
$
|
429
|
|
|
$
|
619
|
|
|
$
|
850
|
|
|
$
|
—
|
|
|
$
|
1,898
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation expense
|
|
$
|
(39
|
)
|
|
$
|
(28
|
)
|
|
$
|
(115
|
)
|
|
$
|
(3
|
)
|
|
$
|
(185
|
)
|
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
(80
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
|
$
|
2
|
|
|
$
|
(14
|
)
|
|
$
|
72
|
|
|
$
|
(91
|
)
|
|
$
|
(31
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
(104
|
)
|
|||||||||
Other items, net
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(41
|
)
|
|
(40
|
)
|
|||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
(165
|
)
|
||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
||||||
Net loss
|
|
|
|
|
|
|
|
|
|
(164
|
)
|
|||||||||
Less: Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
5
|
|
|||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
(169
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Identifiable assets (domestic)
|
|
$
|
1,100
|
|
|
$
|
1,021
|
|
|
$
|
2,189
|
|
|
$
|
737
|
|
|
$
|
5,047
|
|
Capital expenditures
|
|
$
|
(21
|
)
|
|
$
|
(43
|
)
|
|
$
|
(27
|
)
|
|
$
|
(3
|
)
|
|
$
|
(94
|
)
|
(amounts in millions)
|
|
Coal
|
|
Gas
|
|
Other and
Eliminations
|
|
Total
|
||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unaffiliated revenues
|
|
$
|
138
|
|
|
$
|
308
|
|
|
$
|
—
|
|
|
$
|
446
|
|
Intercompany revenues
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Total revenues
|
|
$
|
139
|
|
|
$
|
307
|
|
|
$
|
—
|
|
|
$
|
446
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation expense
|
|
$
|
(13
|
)
|
|
$
|
(39
|
)
|
|
$
|
(1
|
)
|
|
$
|
(53
|
)
|
General and administrative expense
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
$
|
(34
|
)
|
|
$
|
74
|
|
|
$
|
(25
|
)
|
|
$
|
15
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
|
|
|
|
|
|
(26
|
)
|
|||||||
Other items, net
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
4
|
|
||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
20
|
|
||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
24
|
|
||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
|
(2
|
)
|
|||||||
Net income
|
|
|
|
|
|
|
|
$
|
22
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Identifiable assets (domestic)
|
|
$
|
1,196
|
|
|
$
|
2,347
|
|
|
$
|
607
|
|
|
$
|
4,150
|
|
Capital expenditures
|
|
$
|
(7
|
)
|
|
$
|
(4
|
)
|
|
$
|
(1
|
)
|
|
$
|
(12
|
)
|
(amounts in millions)
|
|
Coal
|
|
Gas
|
|
Other and
Eliminations
|
|
Total
|
||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unaffiliated revenues
|
|
$
|
339
|
|
|
$
|
726
|
|
|
$
|
—
|
|
|
$
|
1,065
|
|
Intercompany revenues
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||
Total revenues
|
|
$
|
341
|
|
|
$
|
724
|
|
|
$
|
—
|
|
|
$
|
1,065
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation expense
|
|
$
|
(36
|
)
|
|
$
|
(118
|
)
|
|
$
|
(2
|
)
|
|
$
|
(156
|
)
|
Gain on sale of assets, net
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
(69
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
$
|
(163
|
)
|
|
$
|
30
|
|
|
$
|
(78
|
)
|
|
$
|
(211
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
|
|
|
|
|
|
(71
|
)
|
|||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
(11
|
)
|
|||||||
Other items, net
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||
Loss from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
(288
|
)
|
||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
20
|
|
||||
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
(268
|
)
|
||||
Income from discontinued operations, net of tax
|
|
|
|
|
|
|
|
3
|
|
|||||||
Net loss
|
|
|
|
|
|
|
|
$
|
(265
|
)
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
Identifiable assets (domestic)
|
|
$
|
1,196
|
|
|
$
|
2,347
|
|
|
$
|
607
|
|
|
$
|
4,150
|
|
Capital expenditures
|
|
$
|
(38
|
)
|
|
$
|
(27
|
)
|
|
$
|
(2
|
)
|
|
$
|
(67
|
)
|
|
|
September 30, 2014
|
||||||||||
(amounts in millions)
|
|
Dynegy Inc.
|
|
IPH (1) (2)
|
|
Total
|
||||||
Revolving Facility and LC capacity (3)
|
|
$
|
530
|
|
|
$
|
—
|
|
|
$
|
530
|
|
Less: Outstanding letters of credit
|
|
(179
|
)
|
|
—
|
|
|
(179
|
)
|
|||
Revolving Facility and LC availability
|
|
351
|
|
|
—
|
|
|
351
|
|
|||
Cash and cash equivalents
|
|
814
|
|
|
218
|
|
|
1,032
|
|
|||
Total available liquidity (4)
|
|
$
|
1,165
|
|
|
$
|
218
|
|
|
$
|
1,383
|
|
(1)
|
Includes Cash and cash equivalents of
$186 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.
|
(3)
|
Includes $475 million of available capacity related to the Revolving Facility and $55 million related to a letter of credit with Macquarie Bank.
Please read
Note 9—Debt
—Letter of Credit Facilities
for further discussion.
|
(4)
|
On December 2, 2013, Dynegy and IPR entered into an intercompany revolving promissory note of $25 million. At
September 30, 2014
, there was $14 million outstanding on the note.
|
(amounts in millions)
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Dynegy Inc.:
|
|
|
|
|
||||
Cash (1)
|
|
$
|
17
|
|
|
$
|
22
|
|
Letters of credit
|
|
179
|
|
|
157
|
|
||
Total Dynegy Inc.
|
|
196
|
|
|
179
|
|
||
|
|
|
|
|
||||
IPH:
|
|
|
|
|
||||
Cash (1) (2)
|
|
12
|
|
|
7
|
|
||
Letters of credit (3)
|
|
10
|
|
|
—
|
|
||
Total IPH
|
|
22
|
|
|
7
|
|
||
|
|
|
|
|
||||
Total
|
|
$
|
218
|
|
|
$
|
186
|
|
(1)
|
Includes broker margin as well as other collateral postings included in Prepayments and other current assets on our unaudited consolidated balance sheets. At
September 30, 2014
and
December 31, 2013
,
$6 million
and
$4 million
of cash posted as collateral were netted against Liabilities from risk management activities on our unaudited consolidated balance sheets, respectively.
|
(2)
|
Includes cash of $5 million and $1 million related to Genco at
September 30, 2014
and
December 31, 2013
, respectively.
|
(3)
|
Relates to the $25 million cash-backed LC facility at IPM.
|
(amounts in millions)
|
|
Nine Months Ended September 30, 2014
|
|
Nine Months Ended September 30, 2013
|
||||
Coal
|
|
$
|
21
|
|
|
$
|
38
|
|
IPH
|
|
43
|
|
|
—
|
|
||
Gas
|
|
27
|
|
|
27
|
|
||
Other
|
|
3
|
|
|
2
|
|
||
Total
|
|
$
|
94
|
|
|
$
|
67
|
|
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)
|
|
≥2.50
|
Additional indebtedness debt-to-capital ratio (2)
|
|
≤60%
|
(1)
|
As of the date of a 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.
|
(2)
|
Ratios must be computed on a pro forma basis considering the additional indebtedness to be incurred and the related interest expense. Other borrowings from third-party external sources are included in the definition of indebtedness and are subject to these incurrence tests.
|
|
|
Moody’s
|
|
S&P
|
Dynegy Inc.:
|
|
|
|
|
Corporate Family Rating
|
|
B2
|
|
B+
|
Senior Secured
|
|
Ba3
|
|
BB
|
Senior Unsecured
|
|
B3
|
|
B+
|
Genco:
|
|
|
|
|
Senior Unsecured
|
|
B3
|
|
CCC+
|
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(amounts in millions)
|
|
2014
|
|
2013
|
|
|
|||||||||
Revenues
|
|
$
|
615
|
|
|
$
|
446
|
|
|
$
|
169
|
|
|
38
|
%
|
Cost of sales, excluding depreciation expense
|
|
(387
|
)
|
|
(290
|
)
|
|
(97
|
)
|
|
(33
|
)%
|
|||
Gross margin
|
|
228
|
|
|
156
|
|
|
72
|
|
|
46
|
%
|
|||
Operating and maintenance expense
|
|
(114
|
)
|
|
(64
|
)
|
|
(50
|
)
|
|
(78
|
)%
|
|||
Depreciation expense
|
|
(61
|
)
|
|
(53
|
)
|
|
(8
|
)
|
|
(15
|
)%
|
|||
Gain on sale of assets, net
|
|
3
|
|
|
—
|
|
|
3
|
|
|
100
|
%
|
|||
General and administrative expense
|
|
(25
|
)
|
|
(22
|
)
|
|
(3
|
)
|
|
(14
|
)%
|
|||
Acquisition and integration costs
|
|
(9
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
(350
|
)%
|
|||
Operating income
|
|
22
|
|
|
15
|
|
|
7
|
|
|
47
|
%
|
|||
Interest expense
|
|
(32
|
)
|
|
(26
|
)
|
|
(6
|
)
|
|
(23
|
)%
|
|||
Other income and expense, net
|
|
5
|
|
|
15
|
|
|
(10
|
)
|
|
(67
|
)%
|
|||
Income (loss) from continuing operations before income taxes
|
|
(5
|
)
|
|
4
|
|
|
(9
|
)
|
|
(225
|
)%
|
|||
Income tax benefit
|
|
—
|
|
|
20
|
|
|
(20
|
)
|
|
(100
|
)%
|
|||
Income (loss) from continuing operations
|
|
(5
|
)
|
|
24
|
|
|
(29
|
)
|
|
(121
|
)%
|
|||
Loss from discontinued operations, net of tax
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
100
|
%
|
|||
Net income (loss)
|
|
(5
|
)
|
|
22
|
|
|
(27
|
)
|
|
(123
|
)%
|
|||
Less: Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Net income (loss) attributable to Dynegy Inc.
|
|
$
|
(5
|
)
|
|
$
|
22
|
|
|
$
|
(27
|
)
|
|
(123
|
)%
|
|
|
Three Months Ended September 30, 2014
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Revenues
|
|
$
|
137
|
|
|
$
|
236
|
|
|
$
|
242
|
|
|
$
|
—
|
|
|
$
|
615
|
|
Cost of sales, excluding depreciation expense
|
|
(85
|
)
|
|
(158
|
)
|
|
(144
|
)
|
|
—
|
|
|
(387
|
)
|
|||||
Gross margin
|
|
52
|
|
|
78
|
|
|
98
|
|
|
—
|
|
|
228
|
|
|||||
Operating and maintenance expense
|
|
(40
|
)
|
|
(49
|
)
|
|
(25
|
)
|
|
—
|
|
|
(114
|
)
|
|||||
Depreciation expense
|
|
(14
|
)
|
|
(10
|
)
|
|
(36
|
)
|
|
(1
|
)
|
|
(61
|
)
|
|||||
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
|||||
Acquisition and integration costs (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||
Operating income (loss)
|
|
$
|
(2
|
)
|
|
$
|
19
|
|
|
$
|
40
|
|
|
$
|
(35
|
)
|
|
$
|
22
|
|
|
|
Three Months Ended September 30, 2013
|
||||||||||||||
(amounts in millions)
|
|
Coal
|
|
Gas
|
|
Other
|
|
Total
|
||||||||
Revenues
|
|
$
|
139
|
|
|
$
|
307
|
|
|
$
|
—
|
|
|
$
|
446
|
|
Cost of sales, excluding depreciation expense
|
|
(122
|
)
|
|
(168
|
)
|
|
—
|
|
|
(290
|
)
|
||||
Gross margin
|
|
17
|
|
|
139
|
|
|
—
|
|
|
156
|
|
||||
Operating and maintenance expense
|
|
(38
|
)
|
|
(26
|
)
|
|
—
|
|
|
(64
|
)
|
||||
Depreciation expense
|
|
(13
|
)
|
|
(39
|
)
|
|
(1
|
)
|
|
(53
|
)
|
||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
||||
Acquisition and integration costs (2)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Operating income (loss)
|
|
$
|
(34
|
)
|
|
$
|
74
|
|
|
$
|
(25
|
)
|
|
$
|
15
|
|
(1)
|
Relates to costs associated with the AER Acquisition, Duke Midwest Acquisition and EquiPower Acquisition. Please read
Note 3—Acquisitions and Divestitures
for further discussion.
|
(2)
|
Relates to costs associated with the AER Acquisition. Acquisition and integration costs were captured in the Other segment prior to the closing of the AER Acquisition. Please read
Note 3—Acquisitions and Divestitures
for further discussion.
|
|
|
Three Months Ended September 30, 2014
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
(5
|
)
|
||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
32
|
|
|||||||||
Other items, net
|
|
|
|
|
|
|
|
|
|
(5
|
)
|
|||||||||
Operating income (loss)
|
|
$
|
(2
|
)
|
|
$
|
19
|
|
|
$
|
40
|
|
|
$
|
(35
|
)
|
|
$
|
22
|
|
Depreciation expense
|
|
14
|
|
|
10
|
|
|
36
|
|
|
1
|
|
|
61
|
|
|||||
Amortization expense
|
|
(1
|
)
|
|
(13
|
)
|
|
21
|
|
|
—
|
|
|
7
|
|
|||||
Other items, net
|
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
5
|
|
|||||
EBITDA
|
|
11
|
|
|
17
|
|
|
97
|
|
|
(30
|
)
|
|
95
|
|
|||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|||||
Mark-to-market (income) loss, net
|
|
(12
|
)
|
|
(4
|
)
|
|
5
|
|
|
—
|
|
|
(11
|
)
|
|||||
Change in fair value of common stock warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||||
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Other
|
|
2
|
|
|
2
|
|
|
(1
|
)
|
|
3
|
|
|
6
|
|
|||||
Adjusted EBITDA
|
|
$
|
1
|
|
|
$
|
15
|
|
|
$
|
98
|
|
|
$
|
(24
|
)
|
|
$
|
90
|
|
|
|
Three Months Ended September 30, 2013
|
||||||||||||||
(amounts in millions)
|
|
Coal
|
|
Gas
|
|
Other
|
|
Total
|
||||||||
Net income
|
|
|
|
|
|
|
|
$
|
22
|
|
||||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
|
2
|
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
(20
|
)
|
|||||||
Interest expense
|
|
|
|
|
|
|
|
26
|
|
|||||||
Other items, net
|
|
|
|
|
|
|
|
(15
|
)
|
|||||||
Operating income (loss)
|
|
$
|
(34
|
)
|
|
$
|
74
|
|
|
$
|
(25
|
)
|
|
$
|
15
|
|
Depreciation expense
|
|
13
|
|
|
39
|
|
|
1
|
|
|
53
|
|
||||
Amortization expense
|
|
31
|
|
|
32
|
|
|
—
|
|
|
63
|
|
||||
Other items, net
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||
EBITDA
|
|
10
|
|
|
145
|
|
|
(9
|
)
|
|
146
|
|
||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Mark-to-market income, net
|
|
(6
|
)
|
|
(23
|
)
|
|
—
|
|
|
(29
|
)
|
||||
Change in fair value of common stock warrants
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
||||
Other
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
2
|
|
||||
Adjusted EBITDA
|
|
$
|
6
|
|
|
$
|
121
|
|
|
$
|
(14
|
)
|
|
$
|
113
|
|
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(dollars in millions, except for price information)
|
|
2014
|
|
2013
|
|
|
|||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy
|
|
$
|
131
|
|
|
$
|
146
|
|
|
$
|
(15
|
)
|
|
(10
|
)%
|
Capacity
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
(100
|
)%
|
|||
Mark-to-market income, net
|
|
12
|
|
|
6
|
|
|
6
|
|
|
100
|
%
|
|||
Other (1)
|
|
(6
|
)
|
|
(14
|
)
|
|
8
|
|
|
57
|
%
|
|||
Total operating revenues
|
|
137
|
|
|
139
|
|
|
(2
|
)
|
|
(1
|
)%
|
|||
Operating Costs
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales
|
|
(86
|
)
|
|
(91
|
)
|
|
5
|
|
|
5
|
%
|
|||
Contract amortization
|
|
1
|
|
|
(31
|
)
|
|
32
|
|
|
103
|
%
|
|||
Total operating costs
|
|
(85
|
)
|
|
(122
|
)
|
|
37
|
|
|
30
|
%
|
|||
Gross margin
|
|
52
|
|
|
17
|
|
|
35
|
|
|
206
|
%
|
|||
Operating and maintenance expense
|
|
(40
|
)
|
|
(38
|
)
|
|
(2
|
)
|
|
(5
|
)%
|
|||
Depreciation expense
|
|
(14
|
)
|
|
(13
|
)
|
|
(1
|
)
|
|
(8
|
)%
|
|||
Operating loss
|
|
(2
|
)
|
|
(34
|
)
|
|
32
|
|
|
94
|
%
|
|||
Depreciation expense
|
|
14
|
|
|
13
|
|
|
1
|
|
|
8
|
%
|
|||
Amortization expense
|
|
(1
|
)
|
|
31
|
|
|
(32
|
)
|
|
(103
|
)%
|
|||
EBITDA
|
|
11
|
|
|
10
|
|
|
1
|
|
|
10
|
%
|
|||
Mark-to-market income, net
|
|
(12
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
(100
|
)%
|
|||
Other
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
%
|
|||
Adjusted EBITDA
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
(5
|
)
|
|
(83
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Million Megawatt Hours Generated
|
|
4.5
|
|
|
5.5
|
|
|
(1.0
|
)
|
|
(18
|
)%
|
|||
In Market Availability for Coal-Fired Facilities (2)
|
|
81
|
%
|
|
90
|
%
|
|
|
|
|
|||||
Average Capacity Factor for Coal-Fired Facilities (3)
|
|
69
|
%
|
|
84
|
%
|
|
|
|
|
|||||
Average Quoted Market Power Prices ($/MWh) (4):
|
|
|
|
|
|
|
|
|
|
|
|||||
On-Peak: Indiana (Indy Hub)
|
|
$
|
37.90
|
|
|
$
|
38.41
|
|
|
$
|
(0.51
|
)
|
|
(1
|
)%
|
Off-Peak: Indiana (Indy Hub)
|
|
$
|
27.58
|
|
|
$
|
25.69
|
|
|
$
|
1.89
|
|
|
7
|
%
|
(1)
|
For the
three months ended September 30, 2014 and 2013
, respectively, Other includes ($7) million and ($16) million in financial settlements, zero and $2 million in ancillary services and $1 and zero in other miscellaneous items.
|
(2)
|
In Market Availability is an internal measurement calculation that reflects the percentage of generation available during periods when market prices are such that these units could be profitably dispatched. This calculation excludes certain events outside of management control such as weather related issues.
|
(3)
|
Reflects actual production as a percentage of available capacity.
|
(4)
|
Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.
|
(dollars in millions, except for price information)
|
|
Three Months Ended September 30, 2014
|
||
Operating Revenues
|
|
|
||
Energy
|
|
$
|
225
|
|
Capacity
|
|
17
|
|
|
Mark-to-market income, net
|
|
4
|
|
|
Contract amortization
|
|
(6
|
)
|
|
Other (1)
|
|
(4
|
)
|
|
Total operating revenues
|
|
236
|
|
|
Operating Costs
|
|
|
||
Cost of sales
|
|
(177
|
)
|
|
Contract amortization
|
|
19
|
|
|
Total operating costs
|
|
(158
|
)
|
|
Gross margin
|
|
78
|
|
|
Operating and maintenance expense
|
|
(49
|
)
|
|
Depreciation expense
|
|
(10
|
)
|
|
Operating income
|
|
19
|
|
|
Depreciation expense
|
|
10
|
|
|
Amortization expense
|
|
(13
|
)
|
|
Other items, net
|
|
1
|
|
|
EBITDA
|
|
17
|
|
|
Mark-to-market income, net
|
|
(4
|
)
|
|
Other
|
|
2
|
|
|
Adjusted EBITDA
|
|
$
|
15
|
|
|
|
|
||
Million Megawatt Hours Generated
|
|
6.8
|
|
|
In Market Availability for IPH Facilities (2)
|
|
93
|
%
|
|
Average Capacity Factor for IPH Facilities (3)
|
|
74
|
%
|
|
Average Quoted Market Power Prices ($/MWh) (4):
|
|
|
||
On-Peak: Indiana (Indy Hub)
|
|
$
|
37.90
|
|
Off-Peak: Indiana (Indy Hub)
|
|
$
|
27.58
|
|
(1)
|
For the
three months ended September 30, 2014
, Other includes ($2) million in financial settlements and ($2) million in ancillary services.
|
(2)
|
In Market Availability is an internal measurement calculation that reflects the percentage of generation available during periods when market prices are such that these units could be profitably dispatched. This calculation excludes certain events outside of management control such as weather related issues.
|
(3)
|
Reflects actual production as a percentage of available capacity.
|
(4)
|
Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.
|
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(dollars in millions, except for price information)
|
|
2014
|
|
2013
|
|
|
|||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Energy
|
|
$
|
172
|
|
|
$
|
187
|
|
|
$
|
(15
|
)
|
|
(8
|
)%
|
Capacity
|
|
80
|
|
|
74
|
|
|
6
|
|
|
8
|
%
|
|||
Mark-to-market income (loss), net
|
|
(5
|
)
|
|
23
|
|
|
(28
|
)
|
|
(122
|
)%
|
|||
Contract amortization
|
|
(23
|
)
|
|
(34
|
)
|
|
11
|
|
|
32
|
%
|
|||
Other (1)
|
|
18
|
|
|
57
|
|
|
(39
|
)
|
|
(68
|
)%
|
|||
Total operating revenues
|
|
242
|
|
|
307
|
|
|
(65
|
)
|
|
(21
|
)%
|
|||
Operating Costs
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
|
(146
|
)
|
|
(170
|
)
|
|
24
|
|
|
14
|
%
|
|||
Contract amortization
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
%
|
|||
Total operating costs
|
|
(144
|
)
|
|
(168
|
)
|
|
24
|
|
|
14
|
%
|
|||
Gross margin
|
|
98
|
|
|
139
|
|
|
(41
|
)
|
|
(29
|
)%
|
|||
Operating and maintenance expense
|
|
(25
|
)
|
|
(26
|
)
|
|
1
|
|
|
4
|
%
|
|||
Depreciation expense
|
|
(36
|
)
|
|
(39
|
)
|
|
3
|
|
|
8
|
%
|
|||
Gain on sale of assets, net
|
|
3
|
|
|
—
|
|
|
3
|
|
|
100
|
%
|
|||
Operating income
|
|
40
|
|
|
74
|
|
|
(34
|
)
|
|
(46
|
)%
|
|||
Depreciation expense
|
|
36
|
|
|
39
|
|
|
(3
|
)
|
|
(8
|
)%
|
|||
Amortization expense
|
|
21
|
|
|
32
|
|
|
(11
|
)
|
|
(34
|
)%
|
|||
EBITDA
|
|
97
|
|
|
145
|
|
|
(48
|
)
|
|
(33
|
)%
|
|||
Mark-to-market (income) loss, net
|
|
5
|
|
|
(23
|
)
|
|
28
|
|
|
122
|
%
|
|||
Gain on sale of assets, net
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
(100
|
)%
|
|||
Other
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
%
|
|||
Adjusted EBITDA
|
|
$
|
98
|
|
|
$
|
121
|
|
|
$
|
(23
|
)
|
|
(19
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Million Megawatt Hours Generated (2)
|
|
4.8
|
|
|
4.7
|
|
|
0.1
|
|
|
2
|
%
|
|||
In Market Availability for Combined Cycle Facilities (3)
|
|
99
|
%
|
|
100
|
%
|
|
|
|
|
|||||
Average Capacity Factor for Combined Cycle Facilities (4)
|
|
51
|
%
|
|
50
|
%
|
|
|
|
|
|
|
|||
Average Market On-Peak Spark Spreads ($/MWh) (5):
|
|
|
|
|
|
|
|
|
|||||||
Commonwealth Edison (NI Hub)
|
|
$
|
8.44
|
|
|
$
|
17.70
|
|
|
$
|
(9.26
|
)
|
|
(52
|
)%
|
PJM West
|
|
$
|
26.21
|
|
|
$
|
25.31
|
|
|
$
|
0.90
|
|
|
4
|
%
|
North of Path 15 (NP 15)
|
|
$
|
15.47
|
|
|
$
|
16.12
|
|
|
$
|
(0.65
|
)
|
|
(4
|
)%
|
New York—Zone A
|
|
$
|
21.36
|
|
|
$
|
22.37
|
|
|
$
|
(1.01
|
)
|
|
(5
|
)%
|
Mass Hub
|
|
$
|
20.55
|
|
|
$
|
24.57
|
|
|
$
|
(4.02
|
)
|
|
(16
|
)%
|
Average Market Off-Peak Spark Spreads ($/MWh) (5):
|
|
|
|
|
|
|
|
|
|||||||
Commonwealth Edison (NI Hub)
|
|
$
|
(3.70
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(3.42
|
)
|
|
(1,221
|
)%
|
PJM West
|
|
$
|
12.35
|
|
|
$
|
5.81
|
|
|
$
|
6.54
|
|
|
113
|
%
|
North of Path 15 (NP 15)
|
|
$
|
4.61
|
|
|
$
|
6.79
|
|
|
$
|
(2.18
|
)
|
|
(32
|
)%
|
New York—Zone A
|
|
$
|
6.03
|
|
|
$
|
5.86
|
|
|
$
|
0.17
|
|
|
3
|
%
|
Mass Hub
|
|
$
|
5.50
|
|
|
$
|
5.91
|
|
|
$
|
(0.41
|
)
|
|
(7
|
)%
|
Average natural gas price—Henry Hub ($/MMBtu) (6)
|
|
$
|
3.94
|
|
|
$
|
3.55
|
|
|
$
|
0.39
|
|
|
11
|
%
|
(1)
|
For the
three months ended September 30, 2014 and 2013
, respectively, Other includes ($2) million and ($17) million in financial settlements, $4 million and $24 million in natural gas sales, $5 million and $9 million in ancillary services, $8 million and $39 million in tolls and $3 million and $2 million in RMR, option premiums and other miscellaneous items.
|
(2)
|
The three months ended September 30, 2013 includes our ownership percentage in the MWh generated by our investment in the Black Mountain power generation facility. On June 27, 2014, we completed the sale of our
50 percent
partnership interest in Black Mountain. Please read
Note 3—Acquisitions and Divestitures
for further discussion.
|
(3)
|
In Market Availability is an internal measurement calculation that reflects the percentage of generation available when market prices are such that these units could be profitably dispatched. This calculation excludes certain events outside of management control such as weather related issues.
|
(4)
|
Reflects actual production as a percentage of available capacity.
|
(5)
|
Reflects the simple average of the on- and off-peak spark spreads available to a 7.0 MMBtu/MWh heat rate generator selling power at day-ahead prices and buying delivered natural gas at a daily cash market price and does not reflect spark spreads available to us.
|
(6)
|
Reflects the average of daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
|
|
Nine Months Ended September 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(amounts in millions)
|
|
2014
|
|
2013
|
|
|
|||||||||
Revenues
|
|
$
|
1,898
|
|
|
$
|
1,065
|
|
|
$
|
833
|
|
|
78
|
%
|
Cost of sales, excluding depreciation expense
|
|
(1,304
|
)
|
|
(827
|
)
|
|
(477
|
)
|
|
(58
|
)%
|
|||
Gross margin
|
|
594
|
|
|
238
|
|
|
356
|
|
|
150
|
%
|
|||
Operating and maintenance expense
|
|
(360
|
)
|
|
(220
|
)
|
|
(140
|
)
|
|
(64
|
)%
|
|||
Depreciation expense
|
|
(185
|
)
|
|
(156
|
)
|
|
(29
|
)
|
|
(19
|
)%
|
|||
Gain on sale of assets, net
|
|
17
|
|
|
2
|
|
|
15
|
|
|
750
|
%
|
|||
General and administrative expense
|
|
(80
|
)
|
|
(69
|
)
|
|
(11
|
)
|
|
(16
|
)%
|
|||
Acquisition and integration costs
|
|
(17
|
)
|
|
(6
|
)
|
|
(11
|
)
|
|
(183
|
)%
|
|||
Operating loss
|
|
(31
|
)
|
|
(211
|
)
|
|
180
|
|
|
85
|
%
|
|||
Earnings from unconsolidated investments
|
|
10
|
|
|
—
|
|
|
10
|
|
|
100
|
%
|
|||
Interest expense
|
|
(104
|
)
|
|
(71
|
)
|
|
(33
|
)
|
|
(46
|
)%
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
(11
|
)
|
|
11
|
|
|
100
|
%
|
|||
Other income and expense, net
|
|
(40
|
)
|
|
5
|
|
|
(45
|
)
|
|
(900
|
)%
|
|||
Loss before income taxes
|
|
(165
|
)
|
|
(288
|
)
|
|
123
|
|
|
43
|
%
|
|||
Income tax benefit
|
|
1
|
|
|
20
|
|
|
(19
|
)
|
|
(95
|
)%
|
|||
Loss from continuing operations
|
|
(164
|
)
|
|
(268
|
)
|
|
104
|
|
|
39
|
%
|
|||
Income from discontinued operations, net of tax
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
(100
|
)%
|
|||
Net loss
|
|
(164
|
)
|
|
(265
|
)
|
|
101
|
|
|
38
|
%
|
|||
Less: Net income attributable to noncontrolling interest
|
|
5
|
|
|
—
|
|
|
5
|
|
|
100
|
%
|
|||
Net loss attributable to Dynegy Inc.
|
|
$
|
(169
|
)
|
|
$
|
(265
|
)
|
|
$
|
96
|
|
|
36
|
%
|
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Revenues
|
|
$
|
429
|
|
|
$
|
619
|
|
|
$
|
850
|
|
|
$
|
—
|
|
|
$
|
1,898
|
|
Cost of sales, excluding depreciation expense
|
|
(270
|
)
|
|
(447
|
)
|
|
(587
|
)
|
|
—
|
|
|
(1,304
|
)
|
|||||
Gross margin
|
|
159
|
|
|
172
|
|
|
263
|
|
|
—
|
|
|
594
|
|
|||||
Operating and maintenance expense
|
|
(118
|
)
|
|
(150
|
)
|
|
(93
|
)
|
|
1
|
|
|
(360
|
)
|
|||||
Depreciation expense
|
|
(39
|
)
|
|
(28
|
)
|
|
(115
|
)
|
|
(3
|
)
|
|
(185
|
)
|
|||||
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
(80
|
)
|
|||||
Acquisition and integration costs (1)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(9
|
)
|
|
(17
|
)
|
|||||
Operating income (loss)
|
|
$
|
2
|
|
|
$
|
(14
|
)
|
|
$
|
72
|
|
|
$
|
(91
|
)
|
|
$
|
(31
|
)
|
|
|
Nine Months Ended September 30, 2013
|
||||||||||||||
(amounts in millions)
|
|
Coal
|
|
Gas
|
|
Other
|
|
Total
|
||||||||
Revenues
|
|
$
|
341
|
|
|
$
|
724
|
|
|
$
|
—
|
|
|
$
|
1,065
|
|
Cost of sales, excluding depreciation expense
|
|
(340
|
)
|
|
(487
|
)
|
|
—
|
|
|
(827
|
)
|
||||
Gross margin
|
|
1
|
|
|
237
|
|
|
—
|
|
|
238
|
|
||||
Operating and maintenance expense
|
|
(130
|
)
|
|
(89
|
)
|
|
(1
|
)
|
|
(220
|
)
|
||||
Depreciation expense
|
|
(36
|
)
|
|
(118
|
)
|
|
(2
|
)
|
|
(156
|
)
|
||||
Gain on sale of assets, net
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
(69
|
)
|
||||
Acquisition and integration costs (2)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||
Operating income (loss)
|
|
$
|
(163
|
)
|
|
$
|
30
|
|
|
$
|
(78
|
)
|
|
$
|
(211
|
)
|
(1)
|
Relates to costs associated with the AER Acquisition, Duke Midwest Acquisition and EquiPower Acquisition. Please read
Note 3—Acquisitions and Divestitures
for further discussion.
|
(2)
|
Relates to costs associated with the AER Acquisition. Acquisition and integration costs were captured in the Other segment prior to the closing of the AER Acquisition. Please read
Note 3—Acquisitions and Divestitures
for further discussion.
|
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
(169
|
)
|
||||||||
Income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
5
|
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
104
|
|
|||||||||
Earnings from unconsolidated investments
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|||||||||
Other items, net
|
|
|
|
|
|
|
|
|
|
40
|
|
|||||||||
Operating income (loss)
|
|
$
|
2
|
|
|
$
|
(14
|
)
|
|
$
|
72
|
|
|
$
|
(91
|
)
|
|
(31
|
)
|
|
Depreciation expense
|
|
39
|
|
|
28
|
|
|
115
|
|
|
3
|
|
|
185
|
|
|||||
Amortization expense
|
|
(4
|
)
|
|
(11
|
)
|
|
57
|
|
|
—
|
|
|
42
|
|
|||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Other items, net
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(41
|
)
|
|
(40
|
)
|
|||||
EBITDA
|
|
37
|
|
|
4
|
|
|
254
|
|
|
(129
|
)
|
|
166
|
|
|||||
Acquisition and integration costs
|
|
—
|
|
|
8
|
|
|
—
|
|
|
9
|
|
|
17
|
|
|||||
Mark-to-market loss, net
|
|
7
|
|
|
34
|
|
|
23
|
|
|
—
|
|
|
64
|
|
|||||
Change in fair value of common stock warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
43
|
|
|||||
Income attributable to noncontrolling interest
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|||||
Other
|
|
7
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|
12
|
|
|||||
Adjusted EBITDA
|
|
$
|
51
|
|
|
$
|
45
|
|
|
$
|
260
|
|
|
$
|
(76
|
)
|
|
$
|
280
|
|
|
|
Nine Months Ended September 30, 2013
|
||||||||||||||
(amounts in millions)
|
|
Coal
|
|
Gas
|
|
Other
|
|
Total
|
||||||||
Net loss
|
|
|
|
|
|
|
|
$
|
(265
|
)
|
||||||
Income from discontinued operations, net of tax
|
|
|
|
|
|
|
|
(3
|
)
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
|
(20
|
)
|
|||||||
Loss on extinguishment of debt
|
|
|
|
|
|
|
|
11
|
|
|||||||
Interest expense
|
|
|
|
|
|
|
|
71
|
|
|||||||
Other items, net
|
|
|
|
|
|
|
|
(5
|
)
|
|||||||
Operating income (loss)
|
|
$
|
(163
|
)
|
|
$
|
30
|
|
|
$
|
(78
|
)
|
|
(211
|
)
|
|
Depreciation expense
|
|
36
|
|
|
118
|
|
|
2
|
|
|
156
|
|
||||
Amortization expense
|
|
95
|
|
|
95
|
|
|
—
|
|
|
190
|
|
||||
Other items, net
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||
EBITDA
|
|
(32
|
)
|
|
243
|
|
|
(71
|
)
|
|
140
|
|
||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
||||
Mark-to-market (income) loss, net
|
|
16
|
|
|
(8
|
)
|
|
—
|
|
|
8
|
|
||||
Change in fair value of common stock warrants
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Other
|
|
2
|
|
|
—
|
|
|
7
|
|
|
9
|
|
||||
Adjusted EBITDA
|
|
$
|
(14
|
)
|
|
$
|
235
|
|
|
$
|
(57
|
)
|
|
$
|
164
|
|
|
|
Nine Months Ended September 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(dollars in millions, except for price information)
|
|
2014
|
|
2013
|
|
|
|||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy
|
|
$
|
506
|
|
|
$
|
376
|
|
|
$
|
130
|
|
|
35
|
%
|
Capacity
|
|
3
|
|
|
2
|
|
|
1
|
|
|
50
|
%
|
|||
Mark-to-market loss, net
|
|
(7
|
)
|
|
(16
|
)
|
|
9
|
|
|
56
|
%
|
|||
Other (1)
|
|
(73
|
)
|
|
(21
|
)
|
|
(52
|
)
|
|
(248
|
)%
|
|||
Total operating revenues
|
|
429
|
|
|
341
|
|
|
88
|
|
|
26
|
%
|
|||
Operating Costs
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
|
(274
|
)
|
|
(245
|
)
|
|
(29
|
)
|
|
(12
|
)%
|
|||
Contract amortization
|
|
4
|
|
|
(95
|
)
|
|
99
|
|
|
104
|
%
|
|||
Total operating costs
|
|
(270
|
)
|
|
(340
|
)
|
|
70
|
|
|
21
|
%
|
|||
Gross margin
|
|
159
|
|
|
1
|
|
|
158
|
|
|
NM
|
|
|||
Operating and maintenance expense
|
|
(118
|
)
|
|
(130
|
)
|
|
12
|
|
|
9
|
%
|
|||
Depreciation expense
|
|
(39
|
)
|
|
(36
|
)
|
|
(3
|
)
|
|
(8
|
)%
|
|||
Gain on sale of assets, net
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
(100
|
)%
|
|||
Operating income (loss)
|
|
2
|
|
|
(163
|
)
|
|
165
|
|
|
101
|
%
|
|||
Depreciation expense
|
|
39
|
|
|
36
|
|
|
3
|
|
|
8
|
%
|
|||
Amortization expense
|
|
(4
|
)
|
|
95
|
|
|
(99
|
)
|
|
(104
|
)%
|
|||
EBITDA
|
|
37
|
|
|
(32
|
)
|
|
69
|
|
|
216
|
%
|
|||
Mark-to-market loss, net
|
|
7
|
|
|
16
|
|
|
(9
|
)
|
|
(56
|
)%
|
|||
Other
|
|
7
|
|
|
2
|
|
|
5
|
|
|
250
|
%
|
|||
Adjusted EBITDA
|
|
$
|
51
|
|
|
$
|
(14
|
)
|
|
$
|
65
|
|
|
464
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Million Megawatt Hours Generated
|
|
14.4
|
|
|
14.9
|
|
|
(0.5
|
)
|
|
(3
|
)%
|
|||
In Market Availability for Coal-Fired Facilities (2)
|
|
88
|
%
|
|
90
|
%
|
|
|
|
|
|||||
Average Capacity Factor for Coal-Fired Facilities (3)
|
|
74
|
%
|
|
76
|
%
|
|
|
|
|
|||||
Average Quoted Market Power Prices ($/MWh) (4):
|
|
|
|
|
|
|
|
|
|||||||
On-Peak: Indiana (Indy Hub)
|
|
$
|
51.46
|
|
|
$
|
38.11
|
|
|
$
|
13.35
|
|
|
35
|
%
|
Off-Peak: Indiana (Indy Hub)
|
|
$
|
33.58
|
|
|
$
|
27.17
|
|
|
$
|
6.41
|
|
|
24
|
%
|
(1)
|
For the
nine months ended September 30, 2014 and 2013
, respectively, Other includes ($76) million and ($20) million in financial settlements, $2 million and $3 million in ancillary services and $1 million and ($4) million in other miscellaneous items.
|
(2)
|
In Market Availability is an internal measurement calculation that reflects the percentage of generation available during periods when market prices are such that these units could be profitably dispatched. This calculation excludes certain events outside of management control such as weather related issues.
|
(3)
|
Reflects actual production as a percentage of available capacity.
|
(4)
|
Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.
|
(dollars in millions, except for price information)
|
|
Nine Months Ended September 30, 2014
|
||
Operating Revenues
|
|
|
||
Energy
|
|
$
|
628
|
|
Capacity
|
|
35
|
|
|
Mark-to-market loss, net
|
|
(34
|
)
|
|
Contract amortization
|
|
(27
|
)
|
|
Other (1)
|
|
17
|
|
|
Total operating revenues
|
|
619
|
|
|
Operating Costs
|
|
|
||
Cost of sales
|
|
(485
|
)
|
|
Contract amortization
|
|
38
|
|
|
Total operating costs
|
|
(447
|
)
|
|
Gross margin
|
|
172
|
|
|
Operating and maintenance expense
|
|
(150
|
)
|
|
Depreciation expense
|
|
(28
|
)
|
|
Acquisition and integration costs
|
|
(8
|
)
|
|
Operating loss
|
|
(14
|
)
|
|
Depreciation expense
|
|
28
|
|
|
Amortization expense
|
|
(11
|
)
|
|
Other items, net
|
|
1
|
|
|
EBITDA
|
|
4
|
|
|
Mark-to-market loss, net
|
|
34
|
|
|
Acquisition and integration costs
|
|
8
|
|
|
Income attributable to noncontrolling interest
|
|
(5
|
)
|
|
Other
|
|
4
|
|
|
Adjusted EBITDA
|
|
$
|
45
|
|
|
|
|
||
Million Megawatt Hours Generated
|
|
18.9
|
|
|
In Market Availability for IPH Facilities (2)
|
|
89
|
%
|
|
Average Capacity Factor for IPH Facilities (3)
|
|
69
|
%
|
|
Average Quoted Market Power Prices ($/MWh) (4):
|
|
|
||
On-Peak: Indiana (Indy Hub)
|
|
$
|
51.46
|
|
Off-Peak: Indiana (Indy Hub)
|
|
$
|
33.58
|
|
(1)
|
For the
nine months ended September 30, 2014
, Other includes $25 million in financial settlements and ($7) million in ancillary services and ($1) million in other miscellaneous items.
|
(2)
|
In Market Availability is an internal measurement calculation that reflects the percentage of generation available during periods when market prices are such that these units could be profitably dispatched. This calculation excludes certain events outside of management control such as weather related issues.
|
(3)
|
Reflects actual production as a percentage of available capacity.
|
(4)
|
Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.
|
|
|
Nine Months Ended September 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(dollars in millions, except for price information)
|
|
2014
|
|
2013
|
|
|
|||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Energy
|
|
$
|
743
|
|
|
$
|
488
|
|
|
$
|
255
|
|
|
52
|
%
|
Capacity
|
|
193
|
|
|
182
|
|
|
11
|
|
|
6
|
%
|
|||
Mark-to-market income (loss), net
|
|
(23
|
)
|
|
8
|
|
|
(31
|
)
|
|
(388
|
)%
|
|||
Contract amortization
|
|
(63
|
)
|
|
(101
|
)
|
|
38
|
|
|
38
|
%
|
|||
Other (1)
|
|
—
|
|
|
147
|
|
|
(147
|
)
|
|
(100
|
)%
|
|||
Total operating revenues
|
|
850
|
|
|
724
|
|
|
126
|
|
|
17
|
%
|
|||
Operating Costs
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
|
(593
|
)
|
|
(493
|
)
|
|
(100
|
)
|
|
(20
|
)%
|
|||
Contract amortization
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
%
|
|||
Total operating costs
|
|
(587
|
)
|
|
(487
|
)
|
|
(100
|
)
|
|
(21
|
)%
|
|||
Gross margin
|
|
263
|
|
|
237
|
|
|
26
|
|
|
11
|
%
|
|||
Operating and maintenance expense
|
|
(93
|
)
|
|
(89
|
)
|
|
(4
|
)
|
|
(4
|
)%
|
|||
Depreciation expense
|
|
(115
|
)
|
|
(118
|
)
|
|
3
|
|
|
3
|
%
|
|||
Gain on sale of assets, net
|
|
17
|
|
|
—
|
|
|
17
|
|
|
100
|
%
|
|||
Operating income
|
|
72
|
|
|
30
|
|
|
42
|
|
|
140
|
%
|
|||
Depreciation expense
|
|
115
|
|
|
118
|
|
|
(3
|
)
|
|
(3
|
)%
|
|||
Amortization expense
|
|
57
|
|
|
95
|
|
|
(38
|
)
|
|
(40
|
)%
|
|||
Earnings from unconsolidated investments
|
|
10
|
|
|
—
|
|
|
10
|
|
|
100
|
%
|
|||
EBITDA
|
|
254
|
|
|
243
|
|
|
11
|
|
|
5
|
%
|
|||
Mark-to-market (income) loss, net
|
|
23
|
|
|
(8
|
)
|
|
31
|
|
|
388
|
%
|
|||
Gain on sale of assets, net
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|
(100
|
)%
|
|||
Adjusted EBITDA
|
|
$
|
260
|
|
|
$
|
235
|
|
|
$
|
25
|
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Million Megawatt Hours Generated (2)
|
|
13.0
|
|
|
12.5
|
|
|
0.5
|
|
|
4
|
%
|
|||
In Market Availability for Combined Cycle Facilities (3)
|
|
99
|
%
|
|
98
|
%
|
|
|
|
|
|||||
Average Capacity Factor for Combined Cycle Facilities (4)
|
|
46
|
%
|
|
44
|
%
|
|
|
|
|
|
|
|||
Average Market On-Peak Spark Spreads ($/MWh) (5):
|
|
|
|
|
|
|
|
|
|
|
|||||
Commonwealth Edison (NI Hub)
|
|
$
|
12.39
|
|
|
$
|
12.81
|
|
|
$
|
(0.42
|
)
|
|
(3
|
)%
|
PJM West
|
|
$
|
29.40
|
|
|
$
|
17.26
|
|
|
$
|
12.14
|
|
|
70
|
%
|
North of Path 15 (NP 15)
|
|
$
|
13.34
|
|
|
$
|
12.89
|
|
|
$
|
0.45
|
|
|
3
|
%
|
New York—Zone A
|
|
$
|
36.28
|
|
|
$
|
17.85
|
|
|
$
|
18.43
|
|
|
103
|
%
|
Mass Hub
|
|
$
|
22.55
|
|
|
$
|
17.92
|
|
|
$
|
4.63
|
|
|
26
|
%
|
Average Market Off-Peak Spark Spreads ($/MWh) (5):
|
|
|
|
|
|
|
|
|
|
|
|||||
Commonwealth Edison (NI Hub)
|
|
$
|
(10.45
|
)
|
|
$
|
0.17
|
|
|
$
|
(10.62
|
)
|
|
(6,247
|
)%
|
PJM West
|
|
$
|
2.58
|
|
|
$
|
4.63
|
|
|
$
|
(2.05
|
)
|
|
(44
|
)%
|
North of Path 15 (NP 15)
|
|
$
|
3.12
|
|
|
$
|
4.89
|
|
|
$
|
(1.77
|
)
|
|
(36
|
)%
|
New York—Zone A
|
|
$
|
12.80
|
|
|
$
|
6.60
|
|
|
$
|
6.20
|
|
|
94
|
%
|
Mass Hub
|
|
$
|
(3.07
|
)
|
|
$
|
1.56
|
|
|
$
|
(4.63
|
)
|
|
(297
|
)%
|
Average natural gas price—Henry Hub ($/MMBtu) (6)
|
|
$
|
4.52
|
|
|
$
|
3.68
|
|
|
$
|
0.84
|
|
|
23
|
%
|
(1)
|
For the
nine months ended September 30, 2014 and 2013
, respectively, Other includes ($94) million and ($30) million in financial settlements, $50 million and $72 million in natural gas sales, $28 million and $24 million in ancillary services, $11 million and $71 million in tolls and $5 million and $10 million in RMR, option premiums and other miscellaneous items.
|
(2)
|
The nine months ended September 30, 2013 includes our ownership percentage in the MWh generated by our investment in the Black Mountain power generation facility. The nine months ended September 30, 2014 includes our ownership percentage in the MWh generated through June 27, 2014 when we completed the sale of our
50 percent
partnership interest in Black Mountain. Please read
Note 3—Acquisitions and Divestitures
for further discussion.
|
(3)
|
In Market Availability is an internal measurement calculation that reflects the percentage of generation available when market prices are such that these units could be profitably dispatched. This calculation excludes certain events outside of management control such as weather related issues.
|
(4)
|
Reflects actual production as a percentage of available capacity.
|
(5)
|
Reflects the simple average of the on- and off-peak spark spreads available to a 7.0 MMBtu/MWh heat rate generator selling power at day-ahead prices and buying delivered natural gas at a daily cash market price and does not reflect spark spreads available to us.
|
(6)
|
Reflects the average of daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
(amounts in millions)
|
|
As of and for the Nine Months Ended September 30, 2014
|
||
Fair value of portfolio at December 31, 2013
|
|
$
|
(62
|
)
|
Risk management losses recognized through the statement of operations in the period, net
|
|
(88
|
)
|
|
Contracts realized or otherwise settled during the period
|
|
31
|
|
|
Changes in collateral/margin netting
|
|
2
|
|
|
Fair value of portfolio at September 30, 2014
|
|
$
|
(117
|
)
|
(amounts in millions)
|
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||||
Market quotations (1) (2)
|
|
$
|
(109
|
)
|
|
$
|
(43
|
)
|
|
$
|
(47
|
)
|
|
$
|
(11
|
)
|
|
$
|
(7
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Prices based on models (2)
|
|
(14
|
)
|
|
(2
|
)
|
|
(10
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total (3)
|
|
$
|
(123
|
)
|
|
$
|
(45
|
)
|
|
$
|
(57
|
)
|
|
$
|
(13
|
)
|
|
$
|
(7
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
(3)
|
Excludes
$6 million
of broker margin that has been netted against Risk Management liabilities on our unaudited consolidated balance sheets. Please read
Note 4—Risk Management Activities, Derivatives and Financial Instruments
for further discussion.
|
•
|
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 plant retirements and higher market pricing over the longer term;
|
•
|
the effects of, or changes to, MISO, PJM or ISO-NE power procurement process;
|
•
|
the effectiveness of our strategies to capture opportunities presented by changes in commodity prices and to manage our exposure to energy price volatility;
|
•
|
efforts to secure retail sales and the ability to grow the retail business;
|
•
|
efforts to identify opportunities to reduce congestion and improve busbar power prices;
|
•
|
beliefs and assumptions about weather and general economic conditions;
|
•
|
projected operating or financial results, including anticipated cash flows from operations, revenues and profitability;
|
•
|
expectations regarding our compliance with the Credit Agreement, including collateral demands, interest expense, any applicable financial ratios and other payments;
|
•
|
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;
|
•
|
the strategic evaluation of our California assets;
|
•
|
beliefs regarding redevelopment efforts for the Morro Bay facility;
|
•
|
ability to mitigate impacts associated with expiring RMR and/or capacity contracts;
|
•
|
beliefs about the outcome of legal, administrative, legislative and regulatory matters;
|
•
|
the timing and anticipated benefits to be achieved through our company-wide savings improvement programs, including our PRIDE initiative;
|
•
|
expectations regarding performance standards and capital and maintenance expenditures; and
|
•
|
expectations regarding the synergies, completion, timing, terms and anticipated benefits of the Duke Midwest Acquisition and the EquiPower Acquisition.
|
(amounts in millions)
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
One day VaR—95 percent confidence level
|
|
$
|
6
|
|
|
$
|
7
|
|
One day VaR—99 percent confidence level
|
|
$
|
9
|
|
|
$
|
10
|
|
Average VaR—95 percent confidence level for the rolling twelve months ended
|
|
$
|
7
|
|
|
$
|
4
|
|
(amounts in millions)
|
|
Investment
Grade Quality
|
|
Non-Investment
Grade Quality
|
|
Total
|
||||||
Type of Business:
|
|
|
|
|
|
|
|
|
|
|||
Financial institutions
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Utility and power generators
|
|
4
|
|
|
—
|
|
|
4
|
|
|||
Total
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Interest rate swaps (in millions of U.S. dollars) (1)
|
|
$
|
787
|
|
|
$
|
796
|
|
Fixed interest rate paid (percent)
|
|
3.19
|
|
|
3.15
|
|
(1)
|
The calculation period for $247 million of the interest rate swaps began June 30, 2013, and the calculation period for the remaining $540 million began October 31, 2013.
|
•
|
our, Duke Midwest assets’ and EquiPower assets’ current and prospective customers and suppliers may experience uncertainty associated with the acquisitions, including with respect to current or future business relationships with us, Duke Midwest assets, EquiPower assets or the combined company business and may attempt to negotiate changes in existing business;
|
•
|
our, Duke Midwest assets’ and EquiPower assets’ employees may experience uncertainty about their future roles with us, which may adversely affect our, Duke Midwest assets’ and EquiPower assets’ ability to retain and hire key employees;
|
•
|
the acquisitions may give rise to potential liabilities, including as a result of pending and future shareholder lawsuits relating to the acquisitions; and
|
•
|
if the EquiPower Acquisition is consummated, the accelerated vesting of equity-based awards and payment of “change in control” benefits to some members of EquiPower assets’ management upon consummation of the EquiPower Acquisition could result in increased difficulty or cost in retaining EquiPower assets’ officers and employees.
|
•
|
increasing our vulnerability to general economic and industry conditions;
|
•
|
requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;
|
•
|
limiting our ability to enter into long-term power sales or fuel purchases which require credit support;
|
•
|
limiting our ability to fund operations or future acquisitions;
|
•
|
restricting our ability to make certain distributions with respect to our capital stock and the ability of our subsidiaries to make certain distributions to us, in light of restricted payment and other financial covenants in our credit facilities and other financing agreements;
|
•
|
exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under our revolving credit facility, are at variable rates of interest;
|
•
|
limiting our ability to obtain additional financing for working capital including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and
|
•
|
limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who may have less debt.
|
4.2
|
|
2022 Unit Agreement, dated October 27, 2014, among Dynegy Finance I, Inc., Dynegy Finance II, Inc. and Wilmington Trust, National Association, as unit agent (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014 File No. 001-33443).
|
4.3
|
|
2024 Unit Agreement, dated October 27, 2014, among Dynegy Finance I, Inc., Dynegy Finance II, Inc. and Wilmington Trust, National Association, as unit agent (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014 File No. 001-33443).
|
4.4
|
|
Finance I 2019 Notes Indenture, dated October 27, 2014, among Dynegy Finance I, Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014 File No. 001-33443).
|
4.5
|
|
Finance I 2022 Notes Indenture, dated October 27, 2014, among Dynegy Finance I, Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014 File No. 001-33443).
|
4.6
|
|
Finance I 2024 Notes Indenture, dated October 27, 2014, among Dynegy Finance I, Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014 File No. 001-33443).
|
4.7
|
|
Finance II 2019 Notes Indenture, dated October 27, 2014, among Dynegy Finance II, Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014 File No. 001-33443).
|
4.8
|
|
Finance II 2022 Notes Indenture, dated October 27, 2014, among Dynegy Finance II, Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014 File No. 001-33443).
|
4.9
|
|
Finance II 2024 Notes Indenture, dated October 27, 2014, among Dynegy Finance II, Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014 File No. 001-33443).
|
4.10
|
|
Registration Rights Agreement, dated October 27, 2014, among Dynegy Finance I, Inc., Dynegy Finance II, Inc. and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC as representatives of the initial purchasers identified therein (incorporated by reference to Exhibit 4.10 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014 File No. 001-33443).
|
**10.1
|
|
Third Amendment to Employment Agreement by and between Dynegy Operating Company and Carolyn J. Burke.
|
10.2
|
|
Guaranty, dated August 21, 2014, by Dynegy Inc., for the benefit of Duke Energy SAM, LLC and Duke Energy Commercial Enterprises, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on August 26, 2014 File No. 001-33443).
|
10.3
|
|
Letter of Credit Reimbursement Agreement, dated as of September 18, 2014 among Dynegy Inc., Macquarie Bank Limited, and Macquarie Energy LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on September 22, 2014 File No. 001-33443).
|
10.4
|
|
Purchase Agreement, dated October 10, 2014, among Dynegy Inc., Dynegy Finance I, Inc., Dynegy Finance II, Inc., the guarantors identified therein and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the initial purchasers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on October 14, 2014 File No. 001-33443).
|
10.5
|
|
Escrow Agreement, dated October 27, 2014, among Dynegy Finance I, Inc., Dynegy Finance II, Inc., Wilmington Trust, National Association, as trustee under each of the indentures and Wilmington Trust, National Association, as escrow agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014 File No. 001-33443).
|
**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 supplementally a copy of any omitted schedule or exhibit upon request.
|
|
|
|
DYNEGY INC.
|
|
|
|
|
Date:
|
November 6, 2014
|
By:
|
/s/ CLINT C. FREELAND
|
|
|
|
Clint C. Freeland
Executive Vice President and Chief Financial Officer
|
RE:
|
Amendment to
Purchase and Sale Agreement
|
1.
|
Section 6.7 (c)(i) is hereby amended to extend the deadline for Buyer to make or cause to be made written offers of employment to each of the Available Non-Unionized Employees that Buyer desires to employ from within sixty (60) days after the execution of the Agreement to sixty-seven (67) days after the execution of the Agreement.
|
2.
|
Schedule 1.1-AN is hereby amended by adding the employees listed in item (i) of Exhibit A attached hereto and removing the employees listed in item (ii) of Exhibit A attached hereto.
|
3.
|
Schedule 1.1-SE is hereby amended by adding the employees listed in item (iii) of Exhibit A attached hereto and removing the employees listed in item (iv) of Exhibit A attached hereto.
|
4.
|
Schedule 1.1-UE is hereby amended by adding the employees listed in item (v) of Exhibit A attached hereto and removing the employees listed in item (vi) of Exhibit A attached hereto.
|
5.
|
Section 6.7 (c)(ii) is hereby amended to extend the deadline for Buyer to notify Sellers as to each Available Non-Unionized Employee who has accepted employment with Buyer from seventy-five (75) days after execution of the Agreement to eighty-two (82) days after execution of the Agreement.
|
1.
|
Section 1 shall be amended as follows:
|
1.
|
I have reviewed this report on Form 10-Q 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 quarterly 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:
|
November 6, 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-Q 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 quarterly 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:
|
November 6, 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:
|
November 6, 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:
|
November 6, 2014
|
By:
|
/s/ C
LINT
C. F
REELAND
|
|
|
|
Clint C. Freeland
Executive Vice President and Chief Financial Officer
|