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State of
Incorporation
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I.R.S. Employer
Identification No.
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Delaware
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20-5653152
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601 Travis, Suite 1400
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Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 6.
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CAISO
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The California Independent System Operator
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CAA
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Clean Air Act
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CPUC
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California Public Utility Commission
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CT
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Combustion Turbine
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CWA
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Clean Water Act
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EGU
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Electric Generating Units
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EPA
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Environmental Protection Agency
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FCA
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Forward Capacity Auction
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FERC
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Federal Energy Regulatory Commission
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FTR
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Financial Transmission Rights
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HAPs
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Hazardous Air Pollutants, as defined by the Clean Air Act
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IMA
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In-market Asset Availability
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IPCB
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Illinois Pollution Control Board
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IPH
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IPH, LLC (formerly known as Illinois Power Holdings, LLC)
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ISO
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Independent System Operator
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ISO-NE
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Independent System Operator New England
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kW
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Kilowatt
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LIBOR
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London Interbank Offered Rate
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LMP
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Locational Marginal Pricing
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MAAC
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Mid-Atlantic Area Council
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MATS
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Mercury and Air Toxics Standards
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MISO
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Midcontinent Independent System Operator, Inc.
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MMBtu
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One Million British Thermal Units
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Moody’s
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Moody’s Investors Service Inc.
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MW
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Megawatts
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MWh
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Megawatt Hour
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NM
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Not Meaningful
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NYISO
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New York Independent System Operator
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PJM
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PJM Interconnection, LLC
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PRIDE
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Producing Results through Innovation by Dynegy Employees
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RFO
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Request for Offers
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RMR
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Reliability Must Run
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RPM
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Reliability Pricing Model
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RTO
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Regional Transmission Organization
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S&P
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Standard & Poor’s Ratings Services
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SEC
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U.S. Securities and Exchange Commission
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SEMA/RI
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Southeastern Massachusetts and Rhode Island
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VaR
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Value at Risk
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June 30, 2015
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December 31, 2014
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||||
ASSETS
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Current Assets
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Cash and cash equivalents
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$
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711
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$
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1,870
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Restricted cash
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—
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113
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Accounts receivable, net of allowance for doubtful accounts of $2 and $2, respectively
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439
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270
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Inventory
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523
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208
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Assets from risk management activities
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78
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78
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Intangible assets
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124
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27
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Prepayments and other current assets
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222
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108
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Total Current Assets
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2,097
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2,674
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Property, Plant and Equipment
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9,309
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3,685
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Accumulated depreciation
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(643
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)
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(430
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)
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Property, Plant and Equipment, Net
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8,666
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3,255
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Other Assets
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Investment in unconsolidated affiliate
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199
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—
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Restricted cash
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—
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5,100
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Assets from risk management activities
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22
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2
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Goodwill
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837
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—
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Intangible assets
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104
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38
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Deferred income taxes
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22
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20
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Other long-term assets
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202
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143
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Total Assets
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$
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12,149
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$
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11,232
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June 30, 2015
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December 31, 2014
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LIABILITIES AND EQUITY
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Current Liabilities
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Accounts payable
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$
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351
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$
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216
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Accrued interest
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74
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80
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Deferred income taxes
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58
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20
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Intangible liabilities
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113
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45
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Accrued liabilities and other current liabilities
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179
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157
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Liabilities from risk management activities
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119
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132
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Debt, current portion
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52
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31
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Total Current Liabilities
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946
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681
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Debt, long-term portion
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7,079
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7,075
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Other Liabilities
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Liabilities from risk management activities
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137
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31
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Asset retirement obligations
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324
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205
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Intangible liabilities
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93
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36
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Other long-term liabilities
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251
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181
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Total Liabilities
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8,830
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8,209
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Commitments and Contingencies (Note 14)
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Stockholders’ Equity
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Preferred stock, $0.01 par value, 20,000,000 shares authorized at June 30, 2015 and December 31, 2014:
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Series A 5.375% mandatory convertible preferred stock, $0.01 par value; 4,000,000 shares issued and outstanding at June 30, 2015 and December 31, 2014
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400
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400
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Common stock, $0.01 par value, 420,000,000 shares authorized at June 30, 2015 and December 31, 2014; 128,177,031 shares and 124,436,941 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
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1
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1
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Additional paid-in capital
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3,435
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3,338
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Accumulated other comprehensive income, net of tax
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14
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20
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Accumulated deficit
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(528
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)
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(736
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)
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Total Dynegy Stockholders’ Equity
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3,322
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3,023
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Noncontrolling interest
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(3
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)
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—
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Total Equity
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3,319
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3,023
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Total Liabilities and Equity
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$
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12,149
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$
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11,232
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2015
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2014
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2015
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2014
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Revenues
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$
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990
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$
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521
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$
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1,622
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$
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1,283
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Cost of sales, excluding depreciation expense
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(496
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)
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(365
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)
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(873
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)
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(917
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)
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Gross margin
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494
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156
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749
|
|
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366
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||||
Operating and maintenance expense
|
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(250
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)
|
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(136
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)
|
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(361
|
)
|
|
(246
|
)
|
||||
Depreciation expense
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(175
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)
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(57
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)
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(239
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)
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(124
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)
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Gain (loss) on sale of assets, net
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(1
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)
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14
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(1
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)
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14
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General and administrative expense
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(35
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)
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(29
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)
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(65
|
)
|
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(55
|
)
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Acquisition and integration costs
|
|
(23
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)
|
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(2
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)
|
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(113
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)
|
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(8
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)
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Operating income (loss)
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|
10
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|
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(54
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)
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(30
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)
|
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(53
|
)
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Earnings from unconsolidated investments
|
|
3
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|
|
10
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|
|
3
|
|
|
10
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Interest expense
|
|
(132
|
)
|
|
(42
|
)
|
|
(268
|
)
|
|
(72
|
)
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Other income and expense, net
|
|
4
|
|
|
(39
|
)
|
|
(1
|
)
|
|
(45
|
)
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Loss before income taxes
|
|
(115
|
)
|
|
(125
|
)
|
|
(296
|
)
|
|
(160
|
)
|
||||
Income tax benefit (Note 15)
|
|
501
|
|
|
3
|
|
|
501
|
|
|
1
|
|
||||
Net income (loss)
|
|
386
|
|
|
(122
|
)
|
|
205
|
|
|
(159
|
)
|
||||
Less: Net income (loss) attributable to noncontrolling interest
|
|
(2
|
)
|
|
1
|
|
|
(3
|
)
|
|
5
|
|
||||
Net income (loss) attributable to Dynegy Inc.
|
|
388
|
|
|
(123
|
)
|
|
208
|
|
|
(164
|
)
|
||||
Less: Dividends on preferred stock
|
|
6
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Net income (loss) attributable to Dynegy Inc. common stockholders
|
|
$
|
382
|
|
|
$
|
(123
|
)
|
|
$
|
197
|
|
|
$
|
(164
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (Loss) Per Share (Note 17):
|
|
|
|
|
|
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|
||||||||
Basic earnings (loss) per share attributable to Dynegy Inc. common stockholders
|
|
$
|
2.98
|
|
|
$
|
(1.23
|
)
|
|
$
|
1.56
|
|
|
$
|
(1.64
|
)
|
Diluted earnings (loss) per share attributable to Dynegy Inc. common stockholders
|
|
$
|
2.73
|
|
|
$
|
(1.23
|
)
|
|
$
|
1.49
|
|
|
$
|
(1.64
|
)
|
|
|
|
|
|
|
|
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|
||||||||
Basic shares outstanding
|
|
128
|
|
|
100
|
|
|
126
|
|
|
100
|
|
||||
Diluted shares outstanding
|
|
142
|
|
|
100
|
|
|
140
|
|
|
100
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income (loss)
|
|
$
|
386
|
|
|
$
|
(122
|
)
|
|
$
|
205
|
|
|
$
|
(159
|
)
|
Other comprehensive loss before reclassifications:
|
|
|
|
|
|
|
|
|
||||||||
Actuarial loss (net of tax of zero, zero, zero and zero, respectively)
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
(3
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Amortization of unrecognized prior service credit and actuarial gain (net of tax of zero, zero, zero and zero, respectively)
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Other comprehensive loss, net of tax
|
|
(6
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
(5
|
)
|
||||
Comprehensive income (loss)
|
|
380
|
|
|
(123
|
)
|
|
198
|
|
|
(164
|
)
|
||||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
|
(2
|
)
|
|
1
|
|
|
(3
|
)
|
|
4
|
|
||||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
|
$
|
382
|
|
|
$
|
(124
|
)
|
|
$
|
201
|
|
|
$
|
(168
|
)
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||
Net income (loss)
|
|
$
|
205
|
|
|
$
|
(159
|
)
|
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
|
|
|
|
|
||||
Depreciation expense
|
|
239
|
|
|
124
|
|
||
Non-cash interest expense
|
|
15
|
|
|
10
|
|
||
Amortization of intangibles
|
|
(9
|
)
|
|
35
|
|
||
Risk management activities
|
|
(66
|
)
|
|
71
|
|
||
(Gain) loss on sale of assets, net
|
|
1
|
|
|
(14
|
)
|
||
Earnings from unconsolidated investments
|
|
(3
|
)
|
|
—
|
|
||
Deferred income taxes
|
|
(501
|
)
|
|
(1
|
)
|
||
Change in value of common stock warrants
|
|
2
|
|
|
49
|
|
||
Other
|
|
23
|
|
|
19
|
|
||
Changes in working capital:
|
|
|
|
|
||||
Accounts receivable, net
|
|
(17
|
)
|
|
63
|
|
||
Inventory
|
|
(42
|
)
|
|
(18
|
)
|
||
Prepayments and other current assets
|
|
49
|
|
|
14
|
|
||
Accounts payable and accrued liabilities
|
|
76
|
|
|
(28
|
)
|
||
Changes in non-current assets
|
|
(12
|
)
|
|
(6
|
)
|
||
Changes in non-current liabilities
|
|
19
|
|
|
4
|
|
||
Net cash provided by (used in) operating activities
|
|
(21
|
)
|
|
163
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(102
|
)
|
|
(69
|
)
|
||
Proceeds from asset sales, net
|
|
—
|
|
|
14
|
|
||
Acquisitions, net of cash acquired
|
|
(6,092
|
)
|
|
—
|
|
||
Decrease in restricted cash
|
|
5,148
|
|
|
—
|
|
||
Other investing
|
|
(10
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(1,056
|
)
|
|
(55
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Proceeds from long-term borrowings
|
|
6
|
|
|
12
|
|
||
Repayments of borrowings
|
|
(27
|
)
|
|
(4
|
)
|
||
Financing costs from debt issuance
|
|
(31
|
)
|
|
(1
|
)
|
||
Financing costs from equity issuance
|
|
(6
|
)
|
|
—
|
|
||
Dividends paid
|
|
(12
|
)
|
|
—
|
|
||
Interest rate swap settlement payments
|
|
(8
|
)
|
|
(9
|
)
|
||
Other financing
|
|
(4
|
)
|
|
(1
|
)
|
||
Net cash used in financing activities
|
|
(82
|
)
|
|
(3
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
(1,159
|
)
|
|
105
|
|
||
Cash and cash equivalents, beginning of period
|
|
1,870
|
|
|
843
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
711
|
|
|
$
|
948
|
|
|
|
|
|
|
||||
Other non-cash investing activity:
|
|
|
|
|
||||
Non-cash capital expenditures
|
|
$
|
(32
|
)
|
|
$
|
(3
|
)
|
Non-cash consideration transferred for Acquisitions
|
|
$
|
(105
|
)
|
|
$
|
—
|
|
•
|
Step one—Identify potential impairment by comparing the fair value of a reporting unit to the book value, including goodwill. If the fair value exceeds book value, the goodwill of the reporting unit is not considered impaired. If the book value exceeds fair value, proceed to step two.
|
•
|
Step two—Compare the implied fair value of the reporting unit’s goodwill to the book value of the reporting unit’s goodwill. If the book value of goodwill exceeds the implied fair value, an impairment charge is recognized for the excess.
|
(amounts in millions)
|
|
EquiPower Acquisition
|
|
Duke Midwest Acquisition
|
|
Total
|
||||||
Cash
|
|
$
|
3,350
|
|
|
$
|
2,800
|
|
|
$
|
6,150
|
|
Equity instruments (3,460,053 common shares of Dynegy)
|
|
105
|
|
|
—
|
|
|
105
|
|
|||
Net working capital adjustment
|
|
206
|
|
|
(9
|
)
|
|
197
|
|
|||
Fair value of total consideration transferred
|
|
$
|
3,661
|
|
|
$
|
2,791
|
|
|
$
|
6,452
|
|
|
|
|
|
|
|
|
||||||
Cash
|
|
$
|
267
|
|
|
$
|
—
|
|
|
$
|
267
|
|
Accounts receivable
|
|
50
|
|
|
124
|
|
|
174
|
|
|||
Inventory
|
|
166
|
|
|
106
|
|
|
272
|
|
|||
Assets from risk management activities (including current portion of $4 million and $30 million, respectively)
|
|
4
|
|
|
33
|
|
|
37
|
|
|||
Prepayments and other current assets
|
|
32
|
|
|
69
|
|
|
101
|
|
|||
Property, plant and equipment
|
|
2,776
|
|
|
2,741
|
|
|
5,517
|
|
|||
Investment in unconsolidated affiliate
|
|
196
|
|
|
—
|
|
|
196
|
|
|||
Intangible assets (including current portion of $67 million and $36 million, respectively)
|
|
111
|
|
|
84
|
|
|
195
|
|
|||
Other long-term assets
|
|
28
|
|
|
34
|
|
|
62
|
|
|||
Total assets acquired
|
|
3,630
|
|
|
3,191
|
|
|
6,821
|
|
|||
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
27
|
|
|
92
|
|
|
119
|
|
|||
Accrued liabilities and other current liabilities
|
|
20
|
|
|
10
|
|
|
30
|
|
|||
Debt, current portion
|
|
39
|
|
|
—
|
|
|
39
|
|
|||
Liabilities from risk management activities (including current portion of $41 million and zero, respectively)
|
|
57
|
|
|
107
|
|
|
164
|
|
|||
Asset retirement obligations
|
|
53
|
|
|
56
|
|
|
109
|
|
|||
Intangible liabilities (including current portion of $24 million and $58 million, respectively)
|
|
73
|
|
|
93
|
|
|
166
|
|
|||
Deferred income taxes, net
|
|
537
|
|
|
—
|
|
|
537
|
|
|||
Other long-term liabilities
|
|
—
|
|
|
42
|
|
|
42
|
|
|||
Total liabilities assumed
|
|
806
|
|
|
400
|
|
|
1,206
|
|
|||
Identifiable net assets acquired
|
|
2,824
|
|
|
2,791
|
|
|
5,615
|
|
|||
Goodwill
|
|
837
|
|
|
—
|
|
|
837
|
|
|||
Net assets acquired
|
|
$
|
3,661
|
|
|
$
|
2,791
|
|
|
$
|
6,452
|
|
|
|
Six Months Ended June 30,
|
||||||
(amounts in millions)
|
|
2015
|
|
2014
|
||||
Revenues
|
|
$
|
2,612
|
|
|
$
|
2,696
|
|
Net income (loss)
|
|
$
|
466
|
|
|
$
|
(528
|
)
|
Net income (loss) attributable to noncontrolling interests
|
|
$
|
(3
|
)
|
|
$
|
5
|
|
Net income (loss) attributable to Dynegy Inc.
|
|
$
|
469
|
|
|
$
|
(533
|
)
|
Contract Type
|
|
Quantity
|
|
Unit of Measure
|
|
Fair Value (1)
|
|||
(dollars and quantities in millions)
|
|
Purchases (Sales)
|
|
|
|
Asset (Liability)
|
|||
Commodity contracts:
|
|
|
|
|
|
|
|
|
|
Electricity derivatives (2)
|
|
(42
|
)
|
|
MWh
|
|
$
|
(69
|
)
|
Electricity basis derivatives (3)
|
|
(51
|
)
|
|
MWh
|
|
$
|
60
|
|
Natural gas derivatives (2)
|
|
260
|
|
|
MMBtu
|
|
$
|
(131
|
)
|
Natural gas basis derivatives
|
|
62
|
|
|
MMBtu
|
|
$
|
(29
|
)
|
Diesel fuel derivatives
|
|
5
|
|
|
Gallon
|
|
$
|
(4
|
)
|
Coal derivatives
|
|
—
|
|
|
Metric Ton
|
|
$
|
(39
|
)
|
Heat rate derivatives
|
|
4
|
|
|
MWh/MMBtu
|
|
$
|
(7
|
)
|
Emissions derivatives
|
|
6
|
|
|
Metric Ton
|
|
$
|
2
|
|
Interest rate swaps
|
|
781
|
|
|
U.S. Dollar
|
|
$
|
(44
|
)
|
Common stock warrants (4)
|
|
16
|
|
|
Warrant
|
|
$
|
(63
|
)
|
(1)
|
Includes both asset and liability risk management positions, but excludes margin and collateral netting of
$105 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.
|
|
|
|
|
|
June 30, 2015
|
||||||||||||||
|
|
|
|
|
|
|
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
|
|
$
|
445
|
|
|
$
|
(345
|
)
|
|
$
|
—
|
|
|
$
|
100
|
|
|
Total derivative assets
|
|
|
|
$
|
445
|
|
|
$
|
(345
|
)
|
|
$
|
—
|
|
|
$
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Commodity contracts
|
|
Liabilities from risk management activities
|
|
$
|
(662
|
)
|
|
$
|
345
|
|
|
$
|
105
|
|
|
$
|
(212
|
)
|
|
Interest rate contracts
|
|
Liabilities from risk management activities
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
||||
|
Common stock warrants
|
|
Other long-term liabilities
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
||||
|
Total derivative liabilities
|
|
|
|
$
|
(769
|
)
|
|
$
|
345
|
|
|
$
|
105
|
|
|
$
|
(319
|
)
|
Total derivatives
|
|
|
|
$
|
(324
|
)
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
(219
|
)
|
|
|
|
|
|
December 31, 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
|
|
$
|
115
|
|
|
$
|
(35
|
)
|
|
$
|
—
|
|
|
$
|
80
|
|
|
Total derivative assets
|
|
|
|
$
|
115
|
|
|
$
|
(35
|
)
|
|
$
|
—
|
|
|
$
|
80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Commodity contracts
|
|
Liabilities from risk management activities
|
|
$
|
(163
|
)
|
|
$
|
35
|
|
|
$
|
9
|
|
|
$
|
(119
|
)
|
|
Interest rate contracts
|
|
Liabilities from risk management activities
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
||||
|
Common stock warrants
|
|
Other long-term liabilities
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
||||
|
Total derivative liabilities
|
|
|
|
$
|
(268
|
)
|
|
$
|
35
|
|
|
$
|
9
|
|
|
$
|
(224
|
)
|
Total derivatives
|
|
|
|
$
|
(153
|
)
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
(144
|
)
|
Location on balance sheet
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
(amounts in millions)
|
|
|
|
|
||||
Gross collateral posted with counterparties
|
|
$
|
166
|
|
|
$
|
49
|
|
Less: Collateral netted against risk management liabilities
|
|
105
|
|
|
9
|
|
||
Net collateral within Prepayments and other current assets
|
|
$
|
61
|
|
|
$
|
40
|
|
Derivatives Not Designated as Hedges
|
|
Location of Gain (Loss)
Recognized in Income on
Derivatives
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||
(amounts in millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
|
Revenues
|
|
$
|
53
|
|
|
$
|
(36
|
)
|
|
$
|
72
|
|
|
$
|
(209
|
)
|
Interest rate contracts
|
|
Interest expense
|
|
$
|
1
|
|
|
$
|
(10
|
)
|
|
$
|
(8
|
)
|
|
$
|
(7
|
)
|
Common stock warrants
|
|
Other income (expense), net
|
|
$
|
3
|
|
|
$
|
(43
|
)
|
|
$
|
(2
|
)
|
|
$
|
(49
|
)
|
|
|
Fair Value as of June 30, 2015
|
||||||||||||||
(amounts in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
310
|
|
|
$
|
84
|
|
|
$
|
394
|
|
Natural gas derivatives
|
|
—
|
|
|
39
|
|
|
5
|
|
|
44
|
|
||||
Emissions derivatives
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Coal derivatives
|
|
—
|
|
|
1
|
|
|
4
|
|
|
5
|
|
||||
Total assets from commodity risk management activities
|
|
$
|
—
|
|
|
$
|
352
|
|
|
$
|
93
|
|
|
$
|
445
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
.
|
|
||||
Liabilities from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
(265
|
)
|
|
$
|
(138
|
)
|
|
$
|
(403
|
)
|
Natural gas derivatives
|
|
—
|
|
|
(188
|
)
|
|
(16
|
)
|
|
(204
|
)
|
||||
Heat rate derivatives
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
||||
Diesel fuel derivatives
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||
Coal derivatives
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(44
|
)
|
||||
Total liabilities from commodity risk management activities
|
|
—
|
|
|
(501
|
)
|
|
(161
|
)
|
|
(662
|
)
|
||||
Liabilities from interest rate contracts
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(44
|
)
|
||||
Liabilities from outstanding common stock warrants
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
||||
Total liabilities
|
|
$
|
(63
|
)
|
|
$
|
(545
|
)
|
|
$
|
(161
|
)
|
|
$
|
(769
|
)
|
|
|
Fair Value as of December 31, 2014
|
||||||||||||||
(amounts in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
88
|
|
|
$
|
22
|
|
|
$
|
110
|
|
Natural gas derivatives
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Emissions derivatives
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Total assets from commodity risk management activities
|
|
$
|
—
|
|
|
$
|
93
|
|
|
$
|
22
|
|
|
$
|
115
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
$
|
(26
|
)
|
|
$
|
(53
|
)
|
Natural gas derivatives
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
(100
|
)
|
||||
Diesel derivatives
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Crude oil derivatives
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||
Coal derivatives
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Total liabilities from commodity risk management activities
|
|
—
|
|
|
(137
|
)
|
|
(26
|
)
|
|
(163
|
)
|
||||
Liabilities from interest rate contracts
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(44
|
)
|
||||
Liabilities from outstanding common stock warrants
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
||||
Total liabilities
|
|
$
|
(61
|
)
|
|
$
|
(181
|
)
|
|
$
|
(26
|
)
|
|
$
|
(268
|
)
|
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)
|
|
(2
|
)
|
|
Million MWh
|
|
$
|
(43
|
)
|
|
Basis spread + liquid location
|
|
Basis spread
|
|
$5.00 - $7.00
|
FTRs
|
|
45
|
|
|
Million MWh
|
|
$
|
(11
|
)
|
|
Historical congestion
|
|
Forward price
|
|
$0.00 - $4.00
|
Heat rate derivatives:
|
|
(1
|
)
|
|
Million MWh
|
|
$
|
5
|
|
|
Option model
|
|
Gas/power price correlation
|
|
24% - 44%
|
|
|
5
|
|
|
Million MMBtu
|
|
$
|
(12
|
)
|
|
Option model
|
|
Power price volatility
|
|
70% - 100%
|
Natural gas derivatives (1)
|
|
33
|
|
|
Million MMBtu
|
|
$
|
(11
|
)
|
|
Illiquid location fixed price
|
|
Forward price
|
|
$1.80 - $2.20
|
Coal derivatives (1)
|
|
(110
|
)
|
|
Thousand Tons
|
|
$
|
4
|
|
|
Illiquid location fixed price
|
|
Forward price
|
|
$6.80 - $8.30
|
(1)
|
Represents forward financial and physical transactions at illiquid pricing locations.
|
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||
(amounts in millions)
|
|
Electricity
Derivatives
|
|
Natural Gas Derivatives
|
|
Heat Rate Derivatives
|
|
Coal Derivatives
|
|
Total
|
||||||||||
Balance at March 31, 2015
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Acquisitions
|
|
(54
|
)
|
|
(14
|
)
|
|
(9
|
)
|
|
5
|
|
|
(72
|
)
|
|||||
Total gains included in earnings
|
|
(2
|
)
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Settlements (1)
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Balance at June 30, 2015
|
|
$
|
(54
|
)
|
|
$
|
(11
|
)
|
|
$
|
(7
|
)
|
|
$
|
4
|
|
|
$
|
(68
|
)
|
Unrealized gains relating to instruments held as of June 30, 2015
|
|
$
|
(2
|
)
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
(amounts in millions)
|
|
Electricity
Derivatives
|
|
Natural Gas Derivatives
|
|
Heat Rate Derivatives
|
|
Coal Derivatives
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
Acquisitions
|
|
(54
|
)
|
|
(14
|
)
|
|
(9
|
)
|
|
5
|
|
|
(72
|
)
|
|||||
Total losses included in earnings
|
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Settlements (1)
|
|
3
|
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
4
|
|
|||||
Balance at June 30, 2015
|
|
$
|
(54
|
)
|
|
$
|
(11
|
)
|
|
$
|
(7
|
)
|
|
$
|
4
|
|
|
$
|
(68
|
)
|
Unrealized losses relating to instruments held as of June 30, 2015
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
|
Three Months Ended June 30, 2014
|
||||||||||
(amounts in millions)
|
|
Electricity
Derivatives
|
|
Heat Rate Derivatives
|
|
Total
|
||||||
Balance at March 31, 2014
|
|
$
|
(10
|
)
|
|
$
|
(1
|
)
|
|
$
|
(11
|
)
|
Total gains included in earnings
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Settlements (1)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Balance at June 30, 2014
|
|
$
|
(14
|
)
|
|
$
|
(1
|
)
|
|
$
|
(15
|
)
|
Unrealized gains relating to instruments held as of June 30, 2014
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
|
Six Months Ended June 30, 2014
|
||||||||||
(amounts in millions)
|
|
Electricity
Derivatives
|
|
Heat Rate Derivatives
|
|
Total
|
||||||
Balance at December 31, 2013
|
|
$
|
11
|
|
|
$
|
(1
|
)
|
|
$
|
10
|
|
Total losses included in earnings
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||
Settlements (1)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Balance at June 30, 2014
|
|
$
|
(14
|
)
|
|
$
|
(1
|
)
|
|
$
|
(15
|
)
|
Unrealized losses relating to instruments held as of June 30, 2014
|
|
$
|
(22
|
)
|
|
$
|
—
|
|
|
$
|
(22
|
)
|
(1)
|
For purposes of these tables, we define settlements as the beginning of period fair value of contracts that settled during the period.
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
(amounts in millions)
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Dynegy Inc.:
|
|
|
|
|
|
|
|
|
||||||||
6.75% Senior Notes, due 2019 (2)(6)
|
|
$
|
(2,100
|
)
|
|
$
|
(2,184
|
)
|
|
$
|
(2,100
|
)
|
|
$
|
(2,132
|
)
|
Tranche B-2 Term Loan, due 2020 (1)(2)
|
|
$
|
(781
|
)
|
|
$
|
(786
|
)
|
|
$
|
(785
|
)
|
|
$
|
(775
|
)
|
7.375% Senior Notes, due 2022 (2)(6)
|
|
$
|
(1,750
|
)
|
|
$
|
(1,833
|
)
|
|
$
|
(1,750
|
)
|
|
$
|
(1,777
|
)
|
5.875% Senior Notes, due 2023 (2)
|
|
$
|
(500
|
)
|
|
$
|
(486
|
)
|
|
$
|
(500
|
)
|
|
$
|
(475
|
)
|
7.625% Senior Notes, due 2024 (2)(6)
|
|
$
|
(1,250
|
)
|
|
$
|
(1,319
|
)
|
|
$
|
(1,250
|
)
|
|
$
|
(1,272
|
)
|
Inventory financing agreements (2)
|
|
$
|
(45
|
)
|
|
$
|
(45
|
)
|
|
$
|
(23
|
)
|
|
$
|
(23
|
)
|
Interest rate derivatives (2)
|
|
$
|
(44
|
)
|
|
$
|
(44
|
)
|
|
$
|
(44
|
)
|
|
$
|
(44
|
)
|
Commodity-based derivative contracts (3)
|
|
$
|
(217
|
)
|
|
$
|
(217
|
)
|
|
$
|
(48
|
)
|
|
$
|
(48
|
)
|
Common stock warrants (4)
|
|
$
|
(63
|
)
|
|
$
|
(63
|
)
|
|
$
|
(61
|
)
|
|
$
|
(61
|
)
|
Genco:
|
|
|
|
|
|
|
|
|
||||||||
7.00% Senior Notes Series H, due 2018 (2)(5)
|
|
$
|
(272
|
)
|
|
$
|
(290
|
)
|
|
$
|
(268
|
)
|
|
$
|
(264
|
)
|
6.30% Senior Notes Series I, due 2020 (2)(5)
|
|
$
|
(209
|
)
|
|
$
|
(229
|
)
|
|
$
|
(206
|
)
|
|
$
|
(208
|
)
|
7.95% Senior Notes Series F, due 2032 (2)(5)
|
|
$
|
(224
|
)
|
|
$
|
(257
|
)
|
|
$
|
(224
|
)
|
|
$
|
(241
|
)
|
(1)
|
Carrying amount includes an unamortized discount of
$3 million
as of
June 30, 2015
and
December 31, 2014
. Please read
Note 13—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
$105 million
and
$9 million
of cash posted as collateral, as of
June 30, 2015
and
December 31, 2014
, 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
June 30, 2015
and
December 31, 2014
include unamortized discounts of
$120 million
and
$127 million
, respectively. Please read
Note 13—Debt
for further discussion.
|
(6)
|
At December 31, 2014, these debt agreements were held by Dynegy Finance I and Dynegy Finance II. Upon the closing of the Acquisitions, the Dynegy Finance I and Dynegy Finance II notes were exchanged for an equal aggregate principal amount of notes with the same terms issued by Dynegy (the “Notes”).
|
|
|
Six Months Ended June 30,
|
||||||
(amounts in millions)
|
|
2015
|
|
2014
|
||||
Beginning of period
|
|
$
|
20
|
|
|
$
|
58
|
|
Other comprehensive loss before reclassifications:
|
|
|
|
|
||||
Actuarial loss (net of tax of zero and zero, respectively)
|
|
(5
|
)
|
|
(2
|
)
|
||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
||
Amortization of unrecognized prior service credit and actuarial gain (net of tax of zero and zero, respectively) (1)
|
|
(1
|
)
|
|
(2
|
)
|
||
Net current period other comprehensive loss, net of tax
|
|
(6
|
)
|
|
(4
|
)
|
||
End of period
|
|
$
|
14
|
|
|
$
|
54
|
|
(1)
|
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 16—Pension and Other Post-Employment Benefit Plans
for further discussion.
|
(amounts in millions)
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Materials and supplies
|
|
$
|
176
|
|
|
$
|
83
|
|
Coal (1)
|
|
266
|
|
|
119
|
|
||
Fuel oil (1)
|
|
8
|
|
|
3
|
|
||
Emissions allowances
|
|
72
|
|
|
2
|
|
||
Other
|
|
1
|
|
|
1
|
|
||
Total
|
|
$
|
523
|
|
|
$
|
208
|
|
(1)
|
As of June 30, 2015, approximately
$33 million
and
$7 million
of the coal and fuel oil inventory, respectively, are part of an inventory financing arrangement. Please read
Note 13—Debt
—
Brayton Point Inventory Financing Facility for further discussion.
|
(amounts in millions)
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Power generation
|
|
$
|
6,657
|
|
|
$
|
2,248
|
|
Environmental upgrades
|
|
1,656
|
|
|
926
|
|
||
Buildings and improvements
|
|
898
|
|
|
457
|
|
||
Office and other equipment
|
|
98
|
|
|
54
|
|
||
Property, plant and equipment
|
|
9,309
|
|
|
3,685
|
|
||
Accumulated depreciation
|
|
(643
|
)
|
|
(430
|
)
|
||
Property, plant and equipment, net
|
|
$
|
8,666
|
|
|
$
|
3,255
|
|
|
|
June 30, 2015
|
|||||||||||||||||
(dollars in millions)
|
|
Ownership Interest
|
|
Property, Plant and Equipment
|
|
Accumulated Depreciation
|
|
Construction Work in Progress
|
|
Total
|
|||||||||
Miami Fort (Units 7 and 8) (1)
|
|
64.0
|
%
|
|
$
|
251
|
|
|
$
|
(6
|
)
|
|
$
|
6
|
|
|
$
|
251
|
|
J.M. Stuart (2)(3)
|
|
39.0
|
%
|
|
$
|
27
|
|
|
$
|
(1
|
)
|
|
$
|
9
|
|
|
$
|
35
|
|
Conesville (Unit 4) (2)(3)
|
|
40.0
|
%
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
43
|
|
W.H. Zimmer (2)
|
|
46.5
|
%
|
|
$
|
156
|
|
|
$
|
(4
|
)
|
|
$
|
8
|
|
|
$
|
160
|
|
Killen Station (1)(3)
|
|
33.0
|
%
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2
|
|
(1)
|
Co-owned with The Dayton Power and Light Company.
|
(2)
|
Co-owned with The Dayton Power and Light Company and AEP Generation Resources Inc.
|
(3)
|
Facilities not operated by Dynegy.
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(amounts in millions)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Electricity contracts
|
|
$
|
262
|
|
|
$
|
(76
|
)
|
|
$
|
186
|
|
|
$
|
111
|
|
|
$
|
(46
|
)
|
|
$
|
65
|
|
Coal contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Gas transport contracts
|
|
44
|
|
|
(2
|
)
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total intangible assets
|
|
$
|
306
|
|
|
$
|
(78
|
)
|
|
$
|
228
|
|
|
$
|
111
|
|
|
$
|
(46
|
)
|
|
$
|
65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Electricity contracts
|
|
$
|
(30
|
)
|
|
$
|
12
|
|
|
$
|
(18
|
)
|
|
$
|
(20
|
)
|
|
$
|
14
|
|
|
$
|
(6
|
)
|
Coal contracts
|
|
(134
|
)
|
|
45
|
|
|
(89
|
)
|
|
(41
|
)
|
|
22
|
|
|
(19
|
)
|
||||||
Coal transport contracts
|
|
(104
|
)
|
|
47
|
|
|
(57
|
)
|
|
(81
|
)
|
|
32
|
|
|
(49
|
)
|
||||||
Gas transport contracts
|
|
(64
|
)
|
|
22
|
|
|
(42
|
)
|
|
(24
|
)
|
|
17
|
|
|
(7
|
)
|
||||||
Total intangible liabilities
|
|
$
|
(332
|
)
|
|
$
|
126
|
|
|
$
|
(206
|
)
|
|
$
|
(166
|
)
|
|
$
|
85
|
|
|
$
|
(81
|
)
|
Intangible assets and liabilities, net
|
|
$
|
(26
|
)
|
|
$
|
48
|
|
|
$
|
22
|
|
|
$
|
(55
|
)
|
|
$
|
39
|
|
|
$
|
(16
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(amounts in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Electricity contracts, net (1)
|
|
$
|
25
|
|
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
61
|
|
Coal contracts, net (2)
|
|
(20
|
)
|
|
(4
|
)
|
|
(23
|
)
|
|
(8
|
)
|
||||
Coal transport contracts, net (2)
|
|
(9
|
)
|
|
(7
|
)
|
|
(15
|
)
|
|
(14
|
)
|
||||
Gas transport contracts, net (2)
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||
Total
|
|
$
|
(5
|
)
|
|
$
|
19
|
|
|
$
|
(9
|
)
|
|
$
|
35
|
|
(1)
|
The amortization of these contracts is recognized in Revenues in our unaudited consolidated statements of operations.
|
(2)
|
The amortization of these contracts is recognized in Cost of sales in our unaudited consolidated statements of operations.
|
|
|
EquiPower Acquisition
|
|
Duke Midwest Acquisition
|
||||||||
(amounts in millions/months)
|
|
Gross Carrying Amount
|
|
Weighted-Average Amortization Period
|
|
Gross Carrying Amount
|
|
Weighted-Average Amortization Period
|
||||
Intangible Assets:
|
|
|
|
|
|
|
|
|
||||
Electricity contracts
|
|
$
|
71
|
|
|
32
|
|
$
|
80
|
|
|
38
|
Coal contracts
|
|
—
|
|
|
0
|
|
—
|
|
|
9
|
||
Gas transport contracts
|
|
40
|
|
|
24
|
|
4
|
|
|
19
|
||
Total intangible assets
|
|
$
|
111
|
|
|
29
|
|
$
|
84
|
|
|
37
|
|
|
|
|
|
|
|
|
|
||||
Intangible Liabilities:
|
|
|
|
|
|
|
|
|
||||
Electricity contracts
|
|
$
|
—
|
|
|
0
|
|
$
|
(10
|
)
|
|
23
|
Coal contracts
|
|
(10
|
)
|
|
21
|
|
(83
|
)
|
|
27
|
||
Coal transport contracts
|
|
(23
|
)
|
|
22
|
|
—
|
|
|
0
|
||
Gas contracts
|
|
—
|
|
|
1
|
|
—
|
|
|
0
|
||
Gas transport contracts
|
|
(40
|
)
|
|
128
|
|
—
|
|
|
0
|
||
Total intangible liabilities
|
|
$
|
(73
|
)
|
|
81
|
|
$
|
(93
|
)
|
|
27
|
Total intangible assets and liabilities, net
|
|
$
|
38
|
|
|
|
|
$
|
(9
|
)
|
|
|
(amounts in millions)
|
|
June 30, 2015
|
||
Balance, December 31, 2014
|
|
$
|
224
|
|
Accretion expense
|
|
9
|
|
|
Liabilities settled in the current period
|
|
(4
|
)
|
|
Acquisitions
|
|
109
|
|
|
Balance, June 30, 2015
|
|
$
|
338
|
|
(amounts in millions)
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Dynegy Inc.:
|
|
|
|
|
||||
6.75% Senior Notes, due 2019 (1)
|
|
$
|
2,100
|
|
|
$
|
2,100
|
|
Tranche B-2 Term Loan, due 2020
|
|
784
|
|
|
788
|
|
||
7.375% Senior Notes, due 2022 (1)
|
|
1,750
|
|
|
1,750
|
|
||
5.875% Senior Notes, due 2023
|
|
500
|
|
|
500
|
|
||
7.625% Senior Notes, due 2024 (1)
|
|
1,250
|
|
|
1,250
|
|
||
Revolving Facility
|
|
—
|
|
|
—
|
|
||
Inventory Financing Agreements
|
|
45
|
|
|
23
|
|
||
Genco:
|
|
|
|
|
||||
7.00% Senior Notes Series H, due 2018
|
|
300
|
|
|
300
|
|
||
6.30% Senior Notes Series I, due 2020
|
|
250
|
|
|
250
|
|
||
7.95% Senior Notes Series F, due 2032
|
|
275
|
|
|
275
|
|
||
|
|
7,254
|
|
|
7,236
|
|
||
Unamortized discounts on debt, net
|
|
(123
|
)
|
|
(130
|
)
|
||
|
|
7,131
|
|
|
7,106
|
|
||
Less: Current maturities, including unamortized discounts, net
|
|
52
|
|
|
31
|
|
||
Total Long-term debt
|
|
$
|
7,079
|
|
|
$
|
7,075
|
|
(1)
|
At December 31, 2014, these debt agreements were held by Dynegy Finance I and Dynegy Finance II. Upon the closing of the Acquisitions, the Dynegy Finance I and Dynegy Finance II notes were exchanged for an equal aggregate principal amount of notes with the same terms issued by Dynegy (the “Notes”).
|
|
|
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 June 30,
|
||||||||||||||
(amounts in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost benefits earned during period
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost on projected benefit obligation
|
|
5
|
|
|
5
|
|
|
1
|
|
|
1
|
|
||||
Expected return on plan assets
|
|
(6
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
Amortization of prior service credit
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
Six Months Ended June 30,
|
||||||||||||||
(amounts in millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost benefits earned during period
|
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost on projected benefit obligation
|
|
9
|
|
|
9
|
|
|
2
|
|
|
2
|
|
||||
Expected return on plan assets
|
|
(11
|
)
|
|
(11
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Amortization of prior service credit
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
||||
Net periodic benefit cost (gain)
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in millions, except per share amounts)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Income (loss) from continuing operations
|
|
$
|
386
|
|
|
$
|
(122
|
)
|
|
$
|
205
|
|
|
$
|
(159
|
)
|
Less: Net income (loss) attributable to noncontrolling interest
|
|
(2
|
)
|
|
1
|
|
|
(3
|
)
|
|
5
|
|
||||
Income (loss) from continuing operations attributable to Dynegy Inc.
|
|
388
|
|
|
(123
|
)
|
|
208
|
|
|
(164
|
)
|
||||
Less: Dividends on preferred stock
|
|
6
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Income (loss) from continuing operations attributable to Dynegy Inc. common stockholders for basic earnings (loss) per share
|
|
382
|
|
|
(123
|
)
|
|
197
|
|
|
(164
|
)
|
||||
Add: Dividends on preferred stock
|
|
6
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
Adjusted income (loss) from continuing operations attributable to Dynegy Inc. common stockholders for diluted earnings (loss) per share
|
|
$
|
388
|
|
|
$
|
(123
|
)
|
|
$
|
208
|
|
|
$
|
(164
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares
|
|
128
|
|
|
100
|
|
|
126
|
|
|
100
|
|
||||
Effect of dilutive securities (1)
|
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
||||
Diluted weighted-average shares
|
|
142
|
|
|
100
|
|
|
140
|
|
|
100
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share from continuing operations attributable to Dynegy Inc. common stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
2.98
|
|
|
$
|
(1.23
|
)
|
|
$
|
1.56
|
|
|
$
|
(1.64
|
)
|
Diluted (1)
|
|
$
|
2.73
|
|
|
$
|
(1.23
|
)
|
|
$
|
1.49
|
|
|
$
|
(1.64
|
)
|
(1)
|
Entities with a net loss from continuing operations are prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized the basic shares outstanding amount to calculate both basic and diluted loss per share for the
three and six months ended June 30, 2014
.
|
(in millions of shares)
|
|
2015
|
|
2014
|
||
Stock options
|
|
—
|
|
|
1.4
|
|
Restricted stock units
|
|
—
|
|
|
1.1
|
|
Performance stock units
|
|
—
|
|
|
0.3
|
|
Warrants
|
|
15.6
|
|
|
15.6
|
|
Total
|
|
15.6
|
|
|
18.4
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
296
|
|
|
$
|
237
|
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
711
|
|
Accounts receivable, net
|
581
|
|
|
931
|
|
|
182
|
|
|
(1,255
|
)
|
|
439
|
|
|||||
Inventory
|
—
|
|
|
312
|
|
|
211
|
|
|
—
|
|
|
523
|
|
|||||
Other current assets
|
27
|
|
|
332
|
|
|
76
|
|
|
(11
|
)
|
|
424
|
|
|||||
Total Current Assets
|
904
|
|
|
1,812
|
|
|
647
|
|
|
(1,266
|
)
|
|
2,097
|
|
|||||
Property, Plant and Equipment, Net
|
—
|
|
|
7,922
|
|
|
744
|
|
|
—
|
|
|
8,666
|
|
|||||
Other Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in affiliates
|
12,978
|
|
|
199
|
|
|
—
|
|
|
(12,978
|
)
|
|
199
|
|
|||||
Goodwill
|
—
|
|
|
837
|
|
|
—
|
|
|
—
|
|
|
837
|
|
|||||
Other assets
|
111
|
|
|
192
|
|
|
53
|
|
|
(6
|
)
|
|
350
|
|
|||||
Intercompany note receivable
|
7
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
14,000
|
|
|
$
|
10,962
|
|
|
$
|
1,444
|
|
|
$
|
(14,257
|
)
|
|
$
|
12,149
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
909
|
|
|
$
|
233
|
|
|
$
|
464
|
|
|
$
|
(1,255
|
)
|
|
$
|
351
|
|
Other current liabilities
|
144
|
|
|
296
|
|
|
166
|
|
|
(11
|
)
|
|
595
|
|
|||||
Total Current Liabilities
|
1,053
|
|
|
529
|
|
|
630
|
|
|
(1,266
|
)
|
|
946
|
|
|||||
Debt, long-term portion
|
6,374
|
|
|
—
|
|
|
705
|
|
|
—
|
|
|
7,079
|
|
|||||
Intercompany note payable
|
3,042
|
|
|
—
|
|
|
7
|
|
|
(3,049
|
)
|
|
—
|
|
|||||
Other liabilities
|
209
|
|
|
387
|
|
|
215
|
|
|
(6
|
)
|
|
805
|
|
|||||
Total Liabilities
|
10,678
|
|
|
916
|
|
|
1,557
|
|
|
(4,321
|
)
|
|
8,830
|
|
|||||
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Dynegy Stockholders’ Equity
|
3,322
|
|
|
13,088
|
|
|
(110
|
)
|
|
(12,978
|
)
|
|
3,322
|
|
|||||
Intercompany note receivable
|
—
|
|
|
(3,042
|
)
|
|
—
|
|
|
3,042
|
|
|
—
|
|
|||||
Total Dynegy Stockholders’ Equity
|
3,322
|
|
|
10,046
|
|
|
(110
|
)
|
|
(9,936
|
)
|
|
3,322
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Total Equity
|
3,322
|
|
|
10,046
|
|
|
(113
|
)
|
|
(9,936
|
)
|
|
3,319
|
|
|||||
Total Liabilities and Equity
|
$
|
14,000
|
|
|
$
|
10,962
|
|
|
$
|
1,444
|
|
|
$
|
(14,257
|
)
|
|
$
|
12,149
|
|
|
Parent
|
|
Escrow Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
1,642
|
|
|
$
|
—
|
|
|
$
|
54
|
|
|
$
|
174
|
|
|
$
|
—
|
|
|
$
|
1,870
|
|
Restricted cash
|
—
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
||||||
Accounts receivable, net
|
14
|
|
|
—
|
|
|
732
|
|
|
176
|
|
|
(652
|
)
|
|
270
|
|
||||||
Inventory
|
—
|
|
|
—
|
|
|
82
|
|
|
126
|
|
|
—
|
|
|
208
|
|
||||||
Other current assets
|
9
|
|
|
6
|
|
|
125
|
|
|
73
|
|
|
—
|
|
|
213
|
|
||||||
Total Current Assets
|
1,665
|
|
|
119
|
|
|
993
|
|
|
549
|
|
|
(652
|
)
|
|
2,674
|
|
||||||
Property, Plant and Equipment, Net
|
—
|
|
|
—
|
|
|
2,675
|
|
|
580
|
|
|
—
|
|
|
3,255
|
|
||||||
Other Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investment in affiliates
|
6,133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,133
|
)
|
|
—
|
|
||||||
Restricted cash
|
—
|
|
|
5,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,100
|
|
||||||
Other assets
|
46
|
|
|
47
|
|
|
43
|
|
|
67
|
|
|
—
|
|
|
203
|
|
||||||
Intercompany note receivable
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
||||||
Total Assets
|
$
|
7,861
|
|
|
$
|
5,266
|
|
|
$
|
3,711
|
|
|
$
|
1,196
|
|
|
$
|
(6,802
|
)
|
|
$
|
11,232
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
$
|
310
|
|
|
$
|
166
|
|
|
$
|
111
|
|
|
$
|
281
|
|
|
$
|
(652
|
)
|
|
$
|
216
|
|
Other current liabilities
|
51
|
|
|
67
|
|
|
246
|
|
|
101
|
|
|
—
|
|
|
465
|
|
||||||
Total Current Liabilities
|
361
|
|
|
233
|
|
|
357
|
|
|
382
|
|
|
(652
|
)
|
|
681
|
|
||||||
Debt, long-term portion
|
1,277
|
|
|
5,100
|
|
|
—
|
|
|
698
|
|
|
—
|
|
|
7,075
|
|
||||||
Intercompany note payable
|
3,042
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
(3,059
|
)
|
|
—
|
|
||||||
Other liabilities
|
158
|
|
|
—
|
|
|
103
|
|
|
192
|
|
|
—
|
|
|
453
|
|
||||||
Total Liabilities
|
4,838
|
|
|
5,333
|
|
|
460
|
|
|
1,289
|
|
|
(3,711
|
)
|
|
8,209
|
|
||||||
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Dynegy Stockholders’ Equity
|
3,023
|
|
|
(67
|
)
|
|
6,293
|
|
|
(93
|
)
|
|
(6,133
|
)
|
|
3,023
|
|
||||||
Intercompany note receivable
|
—
|
|
|
—
|
|
|
(3,042
|
)
|
|
—
|
|
|
3,042
|
|
|
—
|
|
||||||
Total Dynegy Stockholders’ Equity
|
3,023
|
|
|
(67
|
)
|
|
3,251
|
|
|
(93
|
)
|
|
(3,091
|
)
|
|
3,023
|
|
||||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Equity
|
3,023
|
|
|
(67
|
)
|
|
3,251
|
|
|
(93
|
)
|
|
(3,091
|
)
|
|
3,023
|
|
||||||
Total Liabilities and Equity
|
$
|
7,861
|
|
|
$
|
5,266
|
|
|
$
|
3,711
|
|
|
$
|
1,196
|
|
|
$
|
(6,802
|
)
|
|
$
|
11,232
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
841
|
|
|
$
|
258
|
|
|
$
|
(109
|
)
|
|
$
|
990
|
|
Cost of sales, excluding depreciation expense
|
—
|
|
|
(438
|
)
|
|
(167
|
)
|
|
109
|
|
|
(496
|
)
|
|||||
Gross margin
|
—
|
|
|
403
|
|
|
91
|
|
|
—
|
|
|
494
|
|
|||||
Operating and maintenance expense
|
—
|
|
|
(165
|
)
|
|
(85
|
)
|
|
—
|
|
|
(250
|
)
|
|||||
Depreciation expense
|
—
|
|
|
(144
|
)
|
|
(31
|
)
|
|
—
|
|
|
(175
|
)
|
|||||
Loss on sale of assets, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
General and administrative expense
|
(2
|
)
|
|
(26
|
)
|
|
(7
|
)
|
|
—
|
|
|
(35
|
)
|
|||||
Acquisition and integration costs
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|||||
Operating income (loss)
|
(2
|
)
|
|
44
|
|
|
(32
|
)
|
|
—
|
|
|
10
|
|
|||||
Equity in losses from investments in affiliates
|
501
|
|
|
—
|
|
|
—
|
|
|
(501
|
)
|
|
—
|
|
|||||
Earnings from unconsolidated investments
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Interest expense
|
(114
|
)
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(132
|
)
|
|||||
Other income and expense, net
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Income (loss) before income taxes
|
388
|
|
|
48
|
|
|
(50
|
)
|
|
(501
|
)
|
|
(115
|
)
|
|||||
Income tax benefit (expense)
|
—
|
|
|
518
|
|
|
(17
|
)
|
|
—
|
|
|
501
|
|
|||||
Net income (loss)
|
388
|
|
|
566
|
|
|
(67
|
)
|
|
(501
|
)
|
|
386
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Net income (loss) attributable to Dynegy Inc.
|
$
|
388
|
|
|
$
|
566
|
|
|
$
|
(65
|
)
|
|
$
|
(501
|
)
|
|
$
|
388
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,144
|
|
|
$
|
587
|
|
|
$
|
(109
|
)
|
|
$
|
1,622
|
|
Cost of sales, excluding depreciation expense
|
—
|
|
|
(609
|
)
|
|
(373
|
)
|
|
109
|
|
|
(873
|
)
|
|||||
Gross margin
|
—
|
|
|
535
|
|
|
214
|
|
|
—
|
|
|
749
|
|
|||||
Operating and maintenance expense
|
—
|
|
|
(221
|
)
|
|
(140
|
)
|
|
—
|
|
|
(361
|
)
|
|||||
Depreciation expense
|
—
|
|
|
(196
|
)
|
|
(43
|
)
|
|
—
|
|
|
(239
|
)
|
|||||
Loss on sale of assets
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
General and administrative expense
|
(3
|
)
|
|
(43
|
)
|
|
(19
|
)
|
|
—
|
|
|
(65
|
)
|
|||||
Acquisition and integration costs
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|||||
Operating income (loss)
|
(3
|
)
|
|
(39
|
)
|
|
12
|
|
|
—
|
|
|
(30
|
)
|
|||||
Equity in losses from investments in affiliates
|
447
|
|
|
—
|
|
|
—
|
|
|
(447
|
)
|
|
—
|
|
|||||
Earnings from unconsolidated investments
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Interest expense
|
(234
|
)
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(268
|
)
|
|||||
Other income and expense, net
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Income (loss) before income taxes
|
208
|
|
|
(35
|
)
|
|
(22
|
)
|
|
(447
|
)
|
|
(296
|
)
|
|||||
Income tax benefit (expense)
|
—
|
|
|
518
|
|
|
(17
|
)
|
|
—
|
|
|
501
|
|
|||||
Net income (loss)
|
208
|
|
|
483
|
|
|
(39
|
)
|
|
(447
|
)
|
|
205
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Net income (loss) attributable to Dynegy Inc.
|
$
|
208
|
|
|
$
|
483
|
|
|
$
|
(36
|
)
|
|
$
|
(447
|
)
|
|
$
|
208
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
260
|
|
|
$
|
261
|
|
|
$
|
—
|
|
|
$
|
521
|
|
Cost of sales, excluding depreciation expense
|
—
|
|
|
(169
|
)
|
|
(196
|
)
|
|
—
|
|
|
(365
|
)
|
|||||
Gross margin
|
—
|
|
|
91
|
|
|
65
|
|
|
—
|
|
|
156
|
|
|||||
Operating and maintenance expense
|
—
|
|
|
(74
|
)
|
|
(62
|
)
|
|
—
|
|
|
(136
|
)
|
|||||
Depreciation expense
|
—
|
|
|
(44
|
)
|
|
(13
|
)
|
|
—
|
|
|
(57
|
)
|
|||||
Gain on sale of assets, net
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
General and administrative expense
|
(2
|
)
|
|
(15
|
)
|
|
(12
|
)
|
|
—
|
|
|
(29
|
)
|
|||||
Acquisition and integration costs
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Operating loss
|
(2
|
)
|
|
(28
|
)
|
|
(24
|
)
|
|
—
|
|
|
(54
|
)
|
|||||
Equity in losses from investments in affiliates
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|||||
Earnings from unconsolidated investments
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Interest expense
|
(28
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(42
|
)
|
|||||
Other income and expense, net
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|||||
Income (loss) before income taxes
|
(107
|
)
|
|
(18
|
)
|
|
(38
|
)
|
|
38
|
|
|
(125
|
)
|
|||||
Income tax benefit (expense)
|
(16
|
)
|
|
—
|
|
|
19
|
|
|
—
|
|
|
3
|
|
|||||
Net income (loss)
|
(123
|
)
|
|
(18
|
)
|
|
(19
|
)
|
|
38
|
|
|
(122
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Net income (loss) attributable to Dynegy Inc.
|
$
|
(123
|
)
|
|
$
|
(18
|
)
|
|
$
|
(20
|
)
|
|
$
|
38
|
|
|
$
|
(123
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
595
|
|
|
$
|
688
|
|
|
$
|
—
|
|
|
$
|
1,283
|
|
Cost of sales, excluding depreciation expense
|
—
|
|
|
(393
|
)
|
|
(524
|
)
|
|
—
|
|
|
(917
|
)
|
|||||
Gross margin
|
—
|
|
|
202
|
|
|
164
|
|
|
—
|
|
|
366
|
|
|||||
Operating and maintenance expense
|
—
|
|
|
(133
|
)
|
|
(113
|
)
|
|
—
|
|
|
(246
|
)
|
|||||
Depreciation expense
|
—
|
|
|
(98
|
)
|
|
(26
|
)
|
|
—
|
|
|
(124
|
)
|
|||||
Gain on sale of assets, net
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
General and administrative expense
|
(4
|
)
|
|
(29
|
)
|
|
(22
|
)
|
|
—
|
|
|
(55
|
)
|
|||||
Acquisition and integration costs
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Operating loss
|
(4
|
)
|
|
(44
|
)
|
|
(5
|
)
|
|
—
|
|
|
(53
|
)
|
|||||
Equity in losses from investments in affiliates
|
(77
|
)
|
|
—
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|||||
Earnings from unconsolidated investments
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Interest expense
|
(44
|
)
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(72
|
)
|
|||||
Other income and expense, net
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|||||
Income (loss) before income taxes
|
(170
|
)
|
|
(34
|
)
|
|
(33
|
)
|
|
77
|
|
|
(160
|
)
|
|||||
Income tax benefit (expense)
|
6
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
1
|
|
|||||
Net income (loss)
|
(164
|
)
|
|
(34
|
)
|
|
(38
|
)
|
|
77
|
|
|
(159
|
)
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Net income (loss) attributable to Dynegy Inc.
|
$
|
(164
|
)
|
|
$
|
(34
|
)
|
|
$
|
(43
|
)
|
|
$
|
77
|
|
|
$
|
(164
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
$
|
388
|
|
|
$
|
566
|
|
|
$
|
(67
|
)
|
|
$
|
(501
|
)
|
|
$
|
386
|
|
Other comprehensive loss before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Actuarial loss, net of tax of zero
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of unrecognized prior service credit, net of tax of zero
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Other comprehensive loss, net of tax
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Comprehensive income (loss)
|
382
|
|
|
566
|
|
|
(67
|
)
|
|
(501
|
)
|
|
380
|
|
|||||
Less: Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
$
|
382
|
|
|
$
|
566
|
|
|
$
|
(65
|
)
|
|
$
|
(501
|
)
|
|
$
|
382
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
$
|
208
|
|
|
$
|
483
|
|
|
$
|
(39
|
)
|
|
$
|
(447
|
)
|
|
$
|
205
|
|
Other comprehensive loss before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Actuarial loss, net of tax of zero
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of unrecognized prior service credit and actuarial gain, net of tax of zero
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Other comprehensive loss, net of tax
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||
Comprehensive income (loss)
|
201
|
|
|
483
|
|
|
(39
|
)
|
|
(447
|
)
|
|
198
|
|
|||||
Less: Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
$
|
201
|
|
|
$
|
483
|
|
|
$
|
(36
|
)
|
|
$
|
(447
|
)
|
|
$
|
201
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
$
|
(123
|
)
|
|
$
|
(18
|
)
|
|
$
|
(19
|
)
|
|
$
|
38
|
|
|
$
|
(122
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Actuarial loss, net of tax of zero
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
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 income (loss) from investment in affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income (loss), net of tax
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Comprehensive income (loss)
|
(124
|
)
|
|
(18
|
)
|
|
(19
|
)
|
|
38
|
|
|
(123
|
)
|
|||||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
$
|
(124
|
)
|
|
$
|
(18
|
)
|
|
$
|
(20
|
)
|
|
$
|
38
|
|
|
$
|
(124
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
$
|
(164
|
)
|
|
$
|
(34
|
)
|
|
$
|
(38
|
)
|
|
$
|
77
|
|
|
$
|
(159
|
)
|
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
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Other comprehensive income (loss) from investment in affiliates
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|||||
Other comprehensive income (loss), net of tax
|
(5
|
)
|
|
—
|
|
|
(3
|
)
|
|
3
|
|
|
(5
|
)
|
|||||
Comprehensive income (loss)
|
(169
|
)
|
|
(34
|
)
|
|
(41
|
)
|
|
80
|
|
|
(164
|
)
|
|||||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
(1
|
)
|
|
—
|
|
|
4
|
|
|
1
|
|
|
4
|
|
|||||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
$
|
(168
|
)
|
|
$
|
(34
|
)
|
|
$
|
(45
|
)
|
|
$
|
79
|
|
|
$
|
(168
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(140
|
)
|
|
$
|
355
|
|
|
$
|
(236
|
)
|
|
$
|
—
|
|
|
$
|
(21
|
)
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(73
|
)
|
|
(29
|
)
|
|
—
|
|
|
(102
|
)
|
|||||
Acquisitions, net of cash acquired
|
(6,221
|
)
|
|
15
|
|
|
114
|
|
|
—
|
|
|
(6,092
|
)
|
|||||
Decrease in restricted cash
|
5,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,148
|
|
|||||
Net intercompany transfers
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|||||
Other investing
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||||
Net cash provided by (used in) investing activities
|
(1,141
|
)
|
|
(68
|
)
|
|
85
|
|
|
68
|
|
|
(1,056
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Repayments of borrowings
|
(4
|
)
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|||||
Financing costs from debt issuance
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||||
Financing costs from equity issuance
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Dividends paid
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
Net intercompany transfers
|
—
|
|
|
(81
|
)
|
|
149
|
|
|
(68
|
)
|
|
—
|
|
|||||
Interest rate swap settlement payments
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Other financing
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(65
|
)
|
|
(104
|
)
|
|
155
|
|
|
(68
|
)
|
|
(82
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(1,346
|
)
|
|
183
|
|
|
4
|
|
|
—
|
|
|
(1,159
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
1,642
|
|
|
54
|
|
|
174
|
|
|
—
|
|
|
1,870
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
296
|
|
|
$
|
237
|
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
711
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(30
|
)
|
|
$
|
181
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
163
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(38
|
)
|
|
(31
|
)
|
|
—
|
|
|
(69
|
)
|
|||||
Proceeds from asset sales, net
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Net intercompany transfers
|
158
|
|
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
158
|
|
|
(24
|
)
|
|
(31
|
)
|
|
(158
|
)
|
|
(55
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term borrowings
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Repayments of borrowings
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Financing costs from debt issuance
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Net intercompany transfers
|
—
|
|
|
(178
|
)
|
|
20
|
|
|
158
|
|
|
—
|
|
|||||
Interest rate swap settlement payments
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||
Other financing
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(15
|
)
|
|
(166
|
)
|
|
20
|
|
|
158
|
|
|
(3
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
113
|
|
|
(9
|
)
|
|
1
|
|
|
—
|
|
|
105
|
|
|||||
Cash and cash equivalents, beginning of period
|
474
|
|
|
154
|
|
|
215
|
|
|
—
|
|
|
843
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
587
|
|
|
$
|
145
|
|
|
$
|
216
|
|
|
$
|
—
|
|
|
$
|
948
|
|
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other and
Eliminations
|
|
Total
|
||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unaffiliated revenues
|
|
$
|
317
|
|
|
$
|
186
|
|
|
$
|
485
|
|
|
$
|
2
|
|
|
$
|
990
|
|
Intercompany revenues
|
|
(10
|
)
|
|
(1
|
)
|
|
13
|
|
|
(2
|
)
|
|
—
|
|
|||||
Total revenues
|
|
$
|
307
|
|
|
$
|
185
|
|
|
$
|
498
|
|
|
$
|
—
|
|
|
$
|
990
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation expense
|
|
$
|
(47
|
)
|
|
$
|
(8
|
)
|
|
$
|
(119
|
)
|
|
$
|
(1
|
)
|
|
$
|
(175
|
)
|
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
|||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
|
$
|
(5
|
)
|
|
$
|
(14
|
)
|
|
$
|
86
|
|
|
$
|
(57
|
)
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
(132
|
)
|
|
(132
|
)
|
||||||||
Other income and expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
(115
|
)
|
||||||
Income tax benefit
|
|
|
|
|
|
|
|
501
|
|
|
501
|
|
||||||||
Net income
|
|
|
|
|
|
|
|
|
|
386
|
|
|||||||||
Less: Net loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|||||||||
Net income attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
388
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Identifiable assets (domestic)
|
|
$
|
2,637
|
|
|
$
|
992
|
|
|
$
|
7,997
|
|
|
$
|
523
|
|
|
$
|
12,149
|
|
Capital expenditures
|
|
$
|
(16
|
)
|
|
$
|
(18
|
)
|
|
$
|
(25
|
)
|
|
$
|
(3
|
)
|
|
$
|
(62
|
)
|
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other and
Eliminations
|
|
Total
|
||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unaffiliated revenues
|
|
$
|
460
|
|
|
$
|
405
|
|
|
$
|
755
|
|
|
$
|
2
|
|
|
$
|
1,622
|
|
Intercompany revenues
|
|
(11
|
)
|
|
(1
|
)
|
|
14
|
|
|
(2
|
)
|
|
—
|
|
|||||
Total revenues
|
|
$
|
449
|
|
|
$
|
404
|
|
|
$
|
769
|
|
|
$
|
—
|
|
|
$
|
1,622
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation expense
|
|
$
|
(57
|
)
|
|
$
|
(16
|
)
|
|
$
|
(164
|
)
|
|
$
|
(2
|
)
|
|
$
|
(239
|
)
|
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
(65
|
)
|
|||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
(113
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
|
$
|
2
|
|
|
$
|
8
|
|
|
$
|
138
|
|
|
$
|
(178
|
)
|
|
$
|
(30
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
(268
|
)
|
|
(268
|
)
|
||||||||
Other income and expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
(296
|
)
|
||||||
Income tax benefit
|
|
|
|
|
|
|
|
501
|
|
|
501
|
|
||||||||
Net income
|
|
|
|
|
|
|
|
|
|
205
|
|
|||||||||
Less: Net loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|||||||||
Net income attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
208
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Identifiable assets (domestic)
|
|
$
|
2,637
|
|
|
$
|
992
|
|
|
$
|
7,997
|
|
|
$
|
523
|
|
|
$
|
12,149
|
|
Capital expenditures
|
|
$
|
(19
|
)
|
|
$
|
(29
|
)
|
|
$
|
(49
|
)
|
|
$
|
(5
|
)
|
|
$
|
(102
|
)
|
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other and
Eliminations
|
|
Total
|
||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unaffiliated revenues
|
|
$
|
136
|
|
|
$
|
178
|
|
|
$
|
207
|
|
|
$
|
—
|
|
|
$
|
521
|
|
Intercompany revenues
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Total revenues
|
|
$
|
136
|
|
|
$
|
179
|
|
|
$
|
206
|
|
|
$
|
—
|
|
|
$
|
521
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation expense
|
|
$
|
(11
|
)
|
|
$
|
(10
|
)
|
|
$
|
(35
|
)
|
|
$
|
(1
|
)
|
|
$
|
(57
|
)
|
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(29
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating loss
|
|
$
|
(5
|
)
|
|
$
|
(17
|
)
|
|
$
|
(2
|
)
|
|
$
|
(30
|
)
|
|
$
|
(54
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
(42
|
)
|
|
(42
|
)
|
||||||||
Other income and expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
|||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
(125
|
)
|
||||||
Income tax benefit
|
|
|
|
|
|
|
|
3
|
|
|
3
|
|
||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
(122
|
)
|
|||||||||
Less: Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
(123
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Identifiable assets (domestic)
|
|
$
|
1,164
|
|
|
$
|
1,152
|
|
|
$
|
2,157
|
|
|
$
|
715
|
|
|
$
|
5,188
|
|
Capital expenditures
|
|
$
|
(8
|
)
|
|
$
|
(20
|
)
|
|
$
|
(23
|
)
|
|
$
|
(1
|
)
|
|
$
|
(52
|
)
|
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other and
Eliminations
|
|
Total
|
||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unaffiliated revenues
|
|
$
|
297
|
|
|
$
|
381
|
|
|
$
|
605
|
|
|
$
|
—
|
|
|
$
|
1,283
|
|
Intercompany revenues
|
|
(5
|
)
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||
Total revenues
|
|
$
|
292
|
|
|
$
|
383
|
|
|
$
|
608
|
|
|
$
|
—
|
|
|
$
|
1,283
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation expense
|
|
$
|
(25
|
)
|
|
$
|
(18
|
)
|
|
$
|
(79
|
)
|
|
$
|
(2
|
)
|
|
$
|
(124
|
)
|
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
(55
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
|
$
|
4
|
|
|
$
|
(33
|
)
|
|
$
|
32
|
|
|
$
|
(56
|
)
|
|
$
|
(53
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
(72
|
)
|
|
(72
|
)
|
||||||||
Other income and expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
|||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
(160
|
)
|
||||||
Income tax benefit
|
|
|
|
|
|
|
|
1
|
|
|
1
|
|
||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
(159
|
)
|
|||||||||
Less: Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
5
|
|
|||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
(164
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Identifiable assets (domestic)
|
|
$
|
1,164
|
|
|
$
|
1,152
|
|
|
$
|
2,157
|
|
|
$
|
715
|
|
|
$
|
5,188
|
|
Capital expenditures
|
|
$
|
(11
|
)
|
|
$
|
(31
|
)
|
|
$
|
(25
|
)
|
|
$
|
(2
|
)
|
|
$
|
(69
|
)
|
|
|
June 30, 2015
|
||||||||||
(amounts in millions)
|
|
Dynegy Inc.
|
|
IPH (1) (2)
|
|
Total
|
||||||
Revolving facilities and LC capacity (3)
|
|
$
|
1,480
|
|
|
$
|
25
|
|
|
$
|
1,505
|
|
Less: Outstanding letters of credit
|
|
(525
|
)
|
|
(20
|
)
|
|
(545
|
)
|
|||
Revolving facilities and LC availability
|
|
955
|
|
|
5
|
|
|
960
|
|
|||
Cash and cash equivalents
|
|
569
|
|
|
142
|
|
|
711
|
|
|||
Total available liquidity (4)
|
|
$
|
1,524
|
|
|
$
|
147
|
|
|
$
|
1,671
|
|
(1)
|
Includes cash of
$116 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: (i) $950 million of aggregate available capacity related to our incremental revolving credit facilities, $475 million of available capacity related to the five-year senior secured revolving credit facility and $55 million related to a letter of credit and (ii) $25 million related to the two-year secured letter of credit facility. Please read
Note 13—Debt
—Letter of Credit Facilities for further discussion.
|
(4)
|
On December 2, 2013, Dynegy and Illinois Power Resources, LLC entered into an intercompany revolving promissory note of $25 million. At
June 30, 2015
, there was approximately
$15 million
outstanding on the note, which is not reflected in the table above.
|
|
|
Six Months Ended June 30,
|
||||||
(amounts in millions)
|
|
2015
|
|
2014
|
||||
Net cash provided by (used in) operating activities
|
|
$
|
(21
|
)
|
|
$
|
163
|
|
Net cash used in investing activities
|
|
$
|
(1,056
|
)
|
|
$
|
(55
|
)
|
Net cash used in financing activities
|
|
$
|
(82
|
)
|
|
$
|
(3
|
)
|
(amounts in millions)
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Dynegy Inc.:
|
|
|
|
|
||||
Cash (1)
|
|
$
|
167
|
|
|
$
|
14
|
|
Letters of credit
|
|
525
|
|
|
178
|
|
||
Total Dynegy Inc.
|
|
692
|
|
|
192
|
|
||
|
|
|
|
|
||||
IPH:
|
|
|
|
|
||||
Cash (1) (2)
|
|
9
|
|
|
32
|
|
||
Letters of credit (3)
|
|
22
|
|
|
10
|
|
||
Total IPH
|
|
31
|
|
|
42
|
|
||
|
|
|
|
|
||||
Total
|
|
$
|
723
|
|
|
$
|
234
|
|
(1)
|
Includes broker margin as well as other collateral postings included in Prepayments and other current assets on our unaudited consolidated balance sheets. At
June 30, 2015
and
December 31, 2014
,
$105 million
and
$9 million
of cash, respectively, posted as collateral were netted against Liabilities from risk management activities on our unaudited consolidated balance sheets.
|
(2)
|
Includes cash of $5 million related to Genco at
June 30, 2015
and
December 31, 2014
.
|
(3)
|
Includes letters of credit of approximately
$2 million
and $10 million related to the $25 million cash-backed LC facility at IPM at
June 30, 2015
and
December 31, 2014
, respectively.
|
|
|
Six Months Ended June 30,
|
||||||
(amounts in millions)
|
|
2015
|
|
2014
|
||||
Coal
|
|
$
|
19
|
|
|
$
|
11
|
|
IPH
|
|
29
|
|
|
31
|
|
||
Gas
|
|
49
|
|
|
25
|
|
||
Other
|
|
5
|
|
|
2
|
|
||
Total (1)
|
|
$
|
102
|
|
|
$
|
69
|
|
(1)
|
Includes capitalized interest of $6 million and $10 million for the
six
months ended
June 30, 2015 and 2014
, respectively.
|
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, as defined within the Credit Agreement, 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 June 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(amounts in millions)
|
|
2015
|
|
2014
|
|
|
|||||||||
Revenues
|
|
$
|
990
|
|
|
$
|
521
|
|
|
$
|
469
|
|
|
90
|
%
|
Cost of sales, excluding depreciation expense
|
|
(496
|
)
|
|
(365
|
)
|
|
(131
|
)
|
|
(36
|
)%
|
|||
Gross margin
|
|
494
|
|
|
156
|
|
|
338
|
|
|
217
|
%
|
|||
Operating and maintenance expense
|
|
(250
|
)
|
|
(136
|
)
|
|
(114
|
)
|
|
(84
|
)%
|
|||
Depreciation expense
|
|
(175
|
)
|
|
(57
|
)
|
|
(118
|
)
|
|
(207
|
)%
|
|||
Gain (loss) on sale of assets, net
|
|
(1
|
)
|
|
14
|
|
|
(15
|
)
|
|
(107
|
)%
|
|||
General and administrative expense
|
|
(35
|
)
|
|
(29
|
)
|
|
(6
|
)
|
|
(21
|
)%
|
|||
Acquisition and integration costs
|
|
(23
|
)
|
|
(2
|
)
|
|
(21
|
)
|
|
NM
|
|
|||
Operating income (loss)
|
|
10
|
|
|
(54
|
)
|
|
64
|
|
|
119
|
%
|
|||
Earnings from unconsolidated investments
|
|
3
|
|
|
10
|
|
|
(7
|
)
|
|
(70
|
)%
|
|||
Interest expense
|
|
(132
|
)
|
|
(42
|
)
|
|
(90
|
)
|
|
(214
|
)%
|
|||
Other income and expense, net
|
|
4
|
|
|
(39
|
)
|
|
43
|
|
|
110
|
%
|
|||
Loss before income taxes
|
|
(115
|
)
|
|
(125
|
)
|
|
10
|
|
|
8
|
%
|
|||
Income tax benefit
|
|
501
|
|
|
3
|
|
|
498
|
|
|
NM
|
|
|||
Net income (loss)
|
|
386
|
|
|
(122
|
)
|
|
508
|
|
|
NM
|
|
|||
Less: Net income (loss) attributable to noncontrolling interest
|
|
(2
|
)
|
|
1
|
|
|
(3
|
)
|
|
NM
|
|
|||
Net income (loss) attributable to Dynegy Inc.
|
|
$
|
388
|
|
|
$
|
(123
|
)
|
|
$
|
511
|
|
|
NM
|
|
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Revenues
|
|
$
|
307
|
|
|
$
|
185
|
|
|
$
|
498
|
|
|
$
|
—
|
|
|
$
|
990
|
|
Cost of sales, excluding depreciation expense
|
|
(134
|
)
|
|
(131
|
)
|
|
(231
|
)
|
|
—
|
|
|
(496
|
)
|
|||||
Gross margin
|
|
173
|
|
|
54
|
|
|
267
|
|
|
—
|
|
|
494
|
|
|||||
Operating and maintenance expense
|
|
(131
|
)
|
|
(60
|
)
|
|
(61
|
)
|
|
2
|
|
|
(250
|
)
|
|||||
Depreciation expense
|
|
(47
|
)
|
|
(8
|
)
|
|
(119
|
)
|
|
(1
|
)
|
|
(175
|
)
|
|||||
Loss on sale of assets, net
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
|||||
Acquisition and integration costs (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
|||||
Operating income (loss)
|
|
$
|
(5
|
)
|
|
$
|
(14
|
)
|
|
$
|
86
|
|
|
$
|
(57
|
)
|
|
$
|
10
|
|
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Revenues
|
|
$
|
136
|
|
|
$
|
179
|
|
|
$
|
206
|
|
|
$
|
—
|
|
|
$
|
521
|
|
Cost of sales, excluding depreciation expense
|
|
(89
|
)
|
|
(130
|
)
|
|
(146
|
)
|
|
—
|
|
|
(365
|
)
|
|||||
Gross margin
|
|
47
|
|
|
49
|
|
|
60
|
|
|
—
|
|
|
156
|
|
|||||
Operating and maintenance expense
|
|
(41
|
)
|
|
(54
|
)
|
|
(41
|
)
|
|
—
|
|
|
(136
|
)
|
|||||
Depreciation expense
|
|
(11
|
)
|
|
(10
|
)
|
|
(35
|
)
|
|
(1
|
)
|
|
(57
|
)
|
|||||
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(29
|
)
|
|||||
Acquisition and integration costs (1)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Operating loss
|
|
$
|
(5
|
)
|
|
$
|
(17
|
)
|
|
$
|
(2
|
)
|
|
$
|
(30
|
)
|
|
$
|
(54
|
)
|
(1)
|
Relates to costs associated with the AER acquisition, Duke Midwest Acquisition and EquiPower Acquisition. Please read
Note 3—Acquisitions
for further discussion.
|
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Net income attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
388
|
|
||||||||
Loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
(501
|
)
|
|||||||||
Other items, net
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
132
|
|
|||||||||
Earnings from unconsolidated investments
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|||||||||
Operating income (loss)
|
|
$
|
(5
|
)
|
|
$
|
(14
|
)
|
|
$
|
86
|
|
|
$
|
(57
|
)
|
|
$
|
10
|
|
Depreciation expense
|
|
47
|
|
|
8
|
|
|
119
|
|
|
1
|
|
|
175
|
|
|||||
Amortization expense
|
|
(10
|
)
|
|
—
|
|
|
5
|
|
|
—
|
|
|
(5
|
)
|
|||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Other items, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|||||
EBITDA
|
|
32
|
|
|
(6
|
)
|
|
213
|
|
|
(52
|
)
|
|
187
|
|
|||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
23
|
|
|||||
Loss attributable to noncontrolling interest
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Mark-to-market adjustments
|
|
(14
|
)
|
|
6
|
|
|
(10
|
)
|
|
—
|
|
|
(18
|
)
|
|||||
Change in fair value of common stock warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||
Loss on sale of assets, net
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Other
|
|
1
|
|
|
3
|
|
|
(2
|
)
|
|
(1
|
)
|
|
1
|
|
|||||
Adjusted EBITDA
|
|
$
|
19
|
|
|
$
|
5
|
|
|
$
|
202
|
|
|
$
|
(33
|
)
|
|
$
|
193
|
|
|
|
Three Months Ended June 30, 2014
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
(123
|
)
|
||||||||
Income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|||||||||
Other items, net
|
|
|
|
|
|
|
|
|
|
39
|
|
|||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
42
|
|
|||||||||
Earnings from unconsolidated investments
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|||||||||
Operating loss
|
|
$
|
(5
|
)
|
|
$
|
(17
|
)
|
|
$
|
(2
|
)
|
|
$
|
(30
|
)
|
|
$
|
(54
|
)
|
Depreciation expense
|
|
11
|
|
|
10
|
|
|
35
|
|
|
1
|
|
|
57
|
|
|||||
Amortization expense
|
|
(2
|
)
|
|
3
|
|
|
18
|
|
|
—
|
|
|
19
|
|
|||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Other items, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
|||||
EBITDA
|
|
4
|
|
|
(4
|
)
|
|
61
|
|
|
(68
|
)
|
|
(7
|
)
|
|||||
Acquisition and integration costs
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Income attributable to noncontrolling interest
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Mark-to-market adjustments
|
|
—
|
|
|
4
|
|
|
10
|
|
|
—
|
|
|
14
|
|
|||||
Change in fair value of common stock warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
43
|
|
|||||
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||
Other
|
|
4
|
|
|
(1
|
)
|
|
1
|
|
|
(3
|
)
|
|
1
|
|
|||||
Adjusted EBITDA
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
$
|
(28
|
)
|
|
$
|
38
|
|
|
|
Three Months Ended June 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(dollars in millions, except for price information)
|
|
2015
|
|
2014
|
|
|
|||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy
|
|
$
|
255
|
|
|
$
|
157
|
|
|
$
|
98
|
|
|
62
|
%
|
Capacity
|
|
28
|
|
|
1
|
|
|
27
|
|
|
NM
|
|
|||
Mark-to-market income, net
|
|
10
|
|
|
—
|
|
|
10
|
|
|
NM
|
|
|||
Contract amortization
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|
NM
|
|
|||
Other (1)
|
|
26
|
|
|
(22
|
)
|
|
48
|
|
|
218
|
%
|
|||
Total operating revenues
|
|
307
|
|
|
136
|
|
|
171
|
|
|
126
|
%
|
|||
Operating Costs
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
|
(156
|
)
|
|
(91
|
)
|
|
(65
|
)
|
|
(71
|
)%
|
|||
Contract amortization
|
|
22
|
|
|
2
|
|
|
20
|
|
|
NM
|
|
|||
Total operating costs
|
|
(134
|
)
|
|
(89
|
)
|
|
(45
|
)
|
|
(51
|
)%
|
|||
Gross margin
|
|
173
|
|
|
47
|
|
|
126
|
|
|
NM
|
|
|||
Operating and maintenance expense
|
|
(131
|
)
|
|
(41
|
)
|
|
(90
|
)
|
|
(220
|
)%
|
|||
Depreciation expense
|
|
(47
|
)
|
|
(11
|
)
|
|
(36
|
)
|
|
NM
|
|
|||
Operating loss
|
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|
NM
|
|
|||
Depreciation expense
|
|
47
|
|
|
11
|
|
|
36
|
|
|
NM
|
|
|||
Amortization expense
|
|
(10
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
NM
|
|
|||
EBITDA
|
|
32
|
|
|
4
|
|
|
28
|
|
|
NM
|
|
|||
Mark-to-market adjustments
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
NM
|
|
|||
Other
|
|
1
|
|
|
4
|
|
|
(3
|
)
|
|
(75
|
)%
|
|||
Adjusted EBITDA
|
|
$
|
19
|
|
|
$
|
8
|
|
|
$
|
11
|
|
|
138
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Million Megawatt Hours Generated (5)
|
|
7.5
|
|
|
4.6
|
|
|
2.9
|
|
|
63
|
%
|
|||
IMA for Coal-Fired Facilities (2)(5)
|
|
72
|
%
|
|
92
|
%
|
|
|
|
|
|||||
Average Capacity Factor for Coal-Fired Facilities (3)(5)
|
|
50
|
%
|
|
71
|
%
|
|
|
|
|
|||||
Average Quoted Market On-Peak Power Prices ($/MWh) (4):
|
|
|
|
|
|
|
|
|
|||||||
Indiana (Indy Hub)
|
|
$
|
33.15
|
|
|
$
|
45.31
|
|
|
$
|
(12.16
|
)
|
|
(27
|
)%
|
Commonwealth Edison (NI Hub)
|
|
$
|
31.47
|
|
|
$
|
46.02
|
|
|
$
|
(14.55
|
)
|
|
(32
|
)%
|
Mass Hub
|
|
$
|
29.16
|
|
|
$
|
46.89
|
|
|
$
|
(17.73
|
)
|
|
(38
|
)%
|
AD Hub
|
|
$
|
37.75
|
|
|
$
|
48.88
|
|
|
$
|
(11.13
|
)
|
|
(23
|
)%
|
Average Quoted Market Off-Peak Power Prices ($/MWh) (4):
|
|
|
|
|
|
|
|
|
|||||||
Indiana (Indy Hub)
|
|
$
|
23.89
|
|
|
$
|
30.36
|
|
|
$
|
(6.47
|
)
|
|
(21
|
)%
|
Commonwealth Edison (NI Hub)
|
|
$
|
19.70
|
|
|
$
|
28.34
|
|
|
$
|
(8.64
|
)
|
|
(30
|
)%
|
Mass Hub
|
|
$
|
19.25
|
|
|
$
|
33.81
|
|
|
$
|
(14.56
|
)
|
|
(43
|
)%
|
AD Hub
|
|
$
|
25.76
|
|
|
$
|
32.78
|
|
|
$
|
(7.02
|
)
|
|
(21
|
)%
|
(1)
|
For the
three months ended June 30, 2015 and 2014
, respectively, Other includes
$26 million
and
($23) million
in financial settlements,
$1 million
and
zero
in natural gas sales,
($2) million
and
$1 million
in ancillary services and
$1 million
and
zero
in other miscellaneous items.
|
(2)
|
IMA 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. The 2015 calculation excludes our Brayton Point facility and CTs. In 2015, the IMA for our facilities within MISO and PJM (excluding CTs) was 76 percent and 70 percent, respectively.
|
(3)
|
Reflects actual production as a percentage of available capacity. The 2015 calculation excludes our Brayton Point facility and CTs. In 2015, the average capacity factors for our facilities within MISO and PJM (excluding CTs) were 56 percent and 45 percent, respectively.
|
(4)
|
Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.
|
(5)
|
Reflects the activity for the period in which the Acquisitions were included in our consolidated results.
|
|
|
Three Months Ended June 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(dollars in millions, except for price information)
|
|
2015
|
|
2014
|
|
|
|||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
$
|
176
|
|
|
$
|
190
|
|
|
$
|
(14
|
)
|
|
(7
|
)%
|
Capacity
|
|
11
|
|
|
12
|
|
|
(1
|
)
|
|
(8
|
)%
|
|||
Mark-to-market loss, net
|
|
(6
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(50
|
)%
|
|||
Contract amortization
|
|
(8
|
)
|
|
(12
|
)
|
|
4
|
|
|
33
|
%
|
|||
Other (1)
|
|
12
|
|
|
(7
|
)
|
|
19
|
|
|
NM
|
|
|||
Total operating revenues
|
|
185
|
|
|
179
|
|
|
6
|
|
|
3
|
%
|
|||
Operating Costs
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(139
|
)
|
|
(139
|
)
|
|
—
|
|
|
—
|
%
|
|||
Contract amortization
|
|
8
|
|
|
9
|
|
|
(1
|
)
|
|
(11
|
)%
|
|||
Total operating costs
|
|
(131
|
)
|
|
(130
|
)
|
|
(1
|
)
|
|
(1
|
)%
|
|||
Gross margin
|
|
54
|
|
|
49
|
|
|
5
|
|
|
10
|
%
|
|||
Operating and maintenance expense
|
|
(60
|
)
|
|
(54
|
)
|
|
(6
|
)
|
|
(11
|
)%
|
|||
Depreciation expense
|
|
(8
|
)
|
|
(10
|
)
|
|
2
|
|
|
20
|
%
|
|||
Acquisition and integration costs
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|
100
|
%
|
|||
Operating loss
|
|
(14
|
)
|
|
(17
|
)
|
|
3
|
|
|
18
|
%
|
|||
Depreciation expense
|
|
8
|
|
|
10
|
|
|
(2
|
)
|
|
(20
|
)%
|
|||
Amortization expense
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
(100
|
)%
|
|||
EBITDA
|
|
(6
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(50
|
)%
|
|||
Acquisition and integration costs
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
(100
|
)%
|
|||
(Income) loss attributable to noncontrolling interest
|
|
2
|
|
|
(1
|
)
|
|
3
|
|
|
NM
|
|
|||
Mark-to-market adjustments
|
|
6
|
|
|
4
|
|
|
2
|
|
|
50
|
%
|
|||
Other
|
|
3
|
|
|
(1
|
)
|
|
4
|
|
|
NM
|
|
|||
Adjusted EBITDA
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated
|
|
4.7
|
|
|
5.1
|
|
|
(0.4
|
)
|
|
(8
|
)%
|
|||
IMA for IPH Facilities (2)
|
|
91
|
%
|
|
86
|
%
|
|
|
|
|
|||||
Average Capacity Factor for IPH Facilities (3)
|
|
54
|
%
|
|
58
|
%
|
|
|
|
|
|||||
Average Quoted Market Power Prices ($/MWh) (4):
|
|
|
|
|
|
|
|
|
|||||||
On-Peak: Indiana (Indy Hub)
|
|
$
|
33.15
|
|
|
$
|
45.31
|
|
|
$
|
(12.16
|
)
|
|
(27
|
)%
|
Off-Peak: Indiana (Indy Hub)
|
|
$
|
23.89
|
|
|
$
|
30.36
|
|
|
$
|
(6.47
|
)
|
|
(21
|
)%
|
(1)
|
For the
three months ended June 30, 2015 and 2014
, respectively, Other includes
$10 million
and
$1 million
in financial settlements,
$1 million
and
($4) million
in ancillary services and
$1 million
and
($4) million
in other miscellaneous items.
|
(2)
|
IMA 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 June 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(dollars in millions, except for price information)
|
|
2015
|
|
2014
|
|
|
|||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Energy
|
|
$
|
361
|
|
|
$
|
155
|
|
|
$
|
206
|
|
|
133
|
%
|
Capacity
|
|
101
|
|
|
61
|
|
|
40
|
|
|
66
|
%
|
|||
Mark-to-market income (loss), net
|
|
29
|
|
|
(10
|
)
|
|
39
|
|
|
NM
|
|
|||
Contract amortization
|
|
(7
|
)
|
|
(20
|
)
|
|
13
|
|
|
65
|
%
|
|||
Other (1)
|
|
14
|
|
|
20
|
|
|
(6
|
)
|
|
(30
|
)%
|
|||
Total operating revenues
|
|
498
|
|
|
206
|
|
|
292
|
|
|
142
|
%
|
|||
Operating Costs
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
|
(233
|
)
|
|
(148
|
)
|
|
(85
|
)
|
|
(57
|
)%
|
|||
Contract amortization
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
%
|
|||
Total operating costs
|
|
(231
|
)
|
|
(146
|
)
|
|
(85
|
)
|
|
(58
|
)%
|
|||
Gross margin
|
|
267
|
|
|
60
|
|
|
207
|
|
|
NM
|
|
|||
Operating and maintenance expense
|
|
(61
|
)
|
|
(41
|
)
|
|
(20
|
)
|
|
(49
|
)%
|
|||
Depreciation expense
|
|
(119
|
)
|
|
(35
|
)
|
|
(84
|
)
|
|
(240
|
)%
|
|||
Gain (loss) on sale of assets, net
|
|
(1
|
)
|
|
14
|
|
|
(15
|
)
|
|
(107
|
)%
|
|||
Operating income (loss)
|
|
86
|
|
|
(2
|
)
|
|
88
|
|
|
NM
|
|
|||
Depreciation expense
|
|
119
|
|
|
35
|
|
|
84
|
|
|
240
|
%
|
|||
Amortization expense
|
|
5
|
|
|
18
|
|
|
(13
|
)
|
|
(72
|
)%
|
|||
Earnings from unconsolidated investments
|
|
3
|
|
|
10
|
|
|
(7
|
)
|
|
(70
|
)%
|
|||
EBITDA
|
|
213
|
|
|
61
|
|
|
152
|
|
|
NM
|
|
|||
Mark-to-market adjustments
|
|
(10
|
)
|
|
10
|
|
|
(20
|
)
|
|
(200
|
)%
|
|||
Gain (loss) on sale of assets, net
|
|
1
|
|
|
(14
|
)
|
|
15
|
|
|
107
|
%
|
|||
Other
|
|
(2
|
)
|
|
1
|
|
|
(3
|
)
|
|
NM
|
|
|||
Adjusted EBITDA
|
|
$
|
202
|
|
|
$
|
58
|
|
|
$
|
144
|
|
|
248
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Million Megawatt Hours Generated (2) (7)
|
|
12.8
|
|
|
3.7
|
|
|
9.1
|
|
|
246
|
%
|
|||
IMA for Combined Cycle Facilities (3) (7)
|
|
97
|
%
|
|
97
|
%
|
|
|
|
|
|||||
Average Capacity Factor for Combined Cycle Facilities (4) (7):
|
|
61
|
%
|
|
39
|
%
|
|
|
|
|
|
|
|||
Average Market On-Peak Spark Spreads ($/MWh) (5):
|
|
|
|
|
|
|
|
|
|||||||
Commonwealth Edison (NI Hub)
|
|
$
|
12.57
|
|
|
$
|
13.47
|
|
|
$
|
(0.90
|
)
|
|
(7
|
)%
|
PJM West
|
|
$
|
29.38
|
|
|
$
|
25.39
|
|
|
$
|
3.99
|
|
|
16
|
%
|
North of Path 15 (NP 15)
|
|
$
|
14.99
|
|
|
$
|
15.83
|
|
|
$
|
(0.84
|
)
|
|
(5
|
)%
|
New York—Zone A
|
|
$
|
22.34
|
|
|
$
|
19.02
|
|
|
$
|
3.32
|
|
|
17
|
%
|
Mass Hub
|
|
$
|
13.48
|
|
|
$
|
17.28
|
|
|
$
|
(3.80
|
)
|
|
(22
|
)%
|
AD Hub
|
|
$
|
27.53
|
|
|
$
|
24.19
|
|
|
$
|
3.34
|
|
|
14
|
%
|
Average Market Off-Peak Spark Spreads ($/MWh) (5):
|
|
|
|
|
|
|
|
|
|||||||
Commonwealth Edison (NI Hub)
|
|
$
|
0.80
|
|
|
$
|
(4.22
|
)
|
|
$
|
5.02
|
|
|
119
|
%
|
PJM West
|
|
$
|
15.66
|
|
|
$
|
7.97
|
|
|
$
|
7.69
|
|
|
96
|
%
|
North of Path 15 (NP 15)
|
|
$
|
7.79
|
|
|
$
|
4.64
|
|
|
$
|
3.15
|
|
|
68
|
%
|
New York—Zone A
|
|
$
|
6.54
|
|
|
$
|
4.44
|
|
|
$
|
2.10
|
|
|
47
|
%
|
Mass Hub
|
|
$
|
3.58
|
|
|
$
|
4.20
|
|
|
$
|
(0.62
|
)
|
|
(15
|
)%
|
AD Hub
|
|
$
|
15.55
|
|
|
$
|
8.10
|
|
|
$
|
7.45
|
|
|
92
|
%
|
Average natural gas price—Henry Hub ($/MMBtu) (6)
|
|
$
|
2.72
|
|
|
$
|
4.58
|
|
|
$
|
(1.86
|
)
|
|
(41
|
)%
|
(1)
|
For the
three months ended June 30, 2015 and 2014
, respectively, Other includes
($19) million
and
$1 million
in financial settlements,
$10 million
and
$9 million
in natural gas sales,
$8 million
and
$7 million
in ancillary services,
$4 million
and
$2 million
in tolls and
$11 million
and
$1 million
in RMR, option premiums and other miscellaneous items.
|
(2)
|
The
three months ended June 30, 2014
includes our ownership percentage in the MWh generated by our investment in the Black Mountain power generation facility which was sold on June 27, 2014.
|
(3)
|
IMA 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.
|
(7)
|
Reflects the activity for the period in which the Acquisitions were included in our consolidated results.
|
|
|
Six Months Ended June 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(amounts in millions)
|
|
2015
|
|
2014
|
|
|
|||||||||
Revenues
|
|
$
|
1,622
|
|
|
$
|
1,283
|
|
|
$
|
339
|
|
|
26
|
%
|
Cost of sales, excluding depreciation expense
|
|
(873
|
)
|
|
(917
|
)
|
|
44
|
|
|
5
|
%
|
|||
Gross margin
|
|
749
|
|
|
366
|
|
|
383
|
|
|
105
|
%
|
|||
Operating and maintenance expense
|
|
(361
|
)
|
|
(246
|
)
|
|
(115
|
)
|
|
(47
|
)%
|
|||
Depreciation expense
|
|
(239
|
)
|
|
(124
|
)
|
|
(115
|
)
|
|
(93
|
)%
|
|||
Gain (loss) on sale of assets, net
|
|
(1
|
)
|
|
14
|
|
|
(15
|
)
|
|
(107
|
)%
|
|||
General and administrative expense
|
|
(65
|
)
|
|
(55
|
)
|
|
(10
|
)
|
|
(18
|
)%
|
|||
Acquisition and integration costs
|
|
(113
|
)
|
|
(8
|
)
|
|
(105
|
)
|
|
NM
|
|
|||
Operating loss
|
|
(30
|
)
|
|
(53
|
)
|
|
23
|
|
|
43
|
%
|
|||
Earnings from unconsolidated investments
|
|
3
|
|
|
10
|
|
|
(7
|
)
|
|
(70
|
)%
|
|||
Interest expense
|
|
(268
|
)
|
|
(72
|
)
|
|
(196
|
)
|
|
NM
|
|
|||
Other income and expense, net
|
|
(1
|
)
|
|
(45
|
)
|
|
44
|
|
|
98
|
%
|
|||
Loss before income taxes
|
|
(296
|
)
|
|
(160
|
)
|
|
(136
|
)
|
|
(85
|
)%
|
|||
Income tax benefit
|
|
501
|
|
|
1
|
|
|
500
|
|
|
NM
|
|
|||
Net income
|
|
205
|
|
|
(159
|
)
|
|
364
|
|
|
229
|
%
|
|||
Less: Net income (loss) attributable to noncontrolling interest
|
|
(3
|
)
|
|
5
|
|
|
(8
|
)
|
|
(160
|
)%
|
|||
Net income (loss) attributable to Dynegy Inc.
|
|
$
|
208
|
|
|
$
|
(164
|
)
|
|
$
|
372
|
|
|
227
|
%
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Revenues
|
|
$
|
449
|
|
|
$
|
404
|
|
|
$
|
769
|
|
|
$
|
—
|
|
|
$
|
1,622
|
|
Cost of sales, excluding depreciation expense
|
|
(222
|
)
|
|
(269
|
)
|
|
(382
|
)
|
|
—
|
|
|
(873
|
)
|
|||||
Gross margin
|
|
227
|
|
|
135
|
|
|
387
|
|
|
—
|
|
|
749
|
|
|||||
Operating and maintenance expense
|
|
(168
|
)
|
|
(111
|
)
|
|
(84
|
)
|
|
2
|
|
|
(361
|
)
|
|||||
Depreciation expense
|
|
(57
|
)
|
|
(16
|
)
|
|
(164
|
)
|
|
(2
|
)
|
|
(239
|
)
|
|||||
Loss on sale of assets, net
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
(65
|
)
|
|||||
Acquisition and integration costs (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
(113
|
)
|
|||||
Operating income (loss)
|
|
$
|
2
|
|
|
$
|
8
|
|
|
$
|
138
|
|
|
$
|
(178
|
)
|
|
$
|
(30
|
)
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Revenues
|
|
$
|
292
|
|
|
$
|
383
|
|
|
$
|
608
|
|
|
$
|
—
|
|
|
$
|
1,283
|
|
Cost of sales, excluding depreciation expense
|
|
(185
|
)
|
|
(289
|
)
|
|
(443
|
)
|
|
—
|
|
|
(917
|
)
|
|||||
Gross margin
|
|
107
|
|
|
94
|
|
|
165
|
|
|
—
|
|
|
366
|
|
|||||
Operating and maintenance expense
|
|
(78
|
)
|
|
(101
|
)
|
|
(68
|
)
|
|
1
|
|
|
(246
|
)
|
|||||
Depreciation expense
|
|
(25
|
)
|
|
(18
|
)
|
|
(79
|
)
|
|
(2
|
)
|
|
(124
|
)
|
|||||
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
(55
|
)
|
|||||
Acquisition and integration costs (1)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||
Operating income (loss)
|
|
$
|
4
|
|
|
$
|
(33
|
)
|
|
$
|
32
|
|
|
$
|
(56
|
)
|
|
$
|
(53
|
)
|
(1)
|
Relates to costs associated with the AER acquisition, Duke Midwest Acquisition and EquiPower Acquisition. Please read
Note 3—Acquisitions
for further discussion.
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Net income attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
208
|
|
||||||||
Loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
(501
|
)
|
|||||||||
Other items, net
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
268
|
|
|||||||||
Earnings from unconsolidated investments
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|||||||||
Operating income (loss)
|
|
$
|
2
|
|
|
$
|
8
|
|
|
$
|
138
|
|
|
$
|
(178
|
)
|
|
$
|
(30
|
)
|
Depreciation expense
|
|
57
|
|
|
16
|
|
|
164
|
|
|
2
|
|
|
239
|
|
|||||
Amortization expense
|
|
(11
|
)
|
|
(1
|
)
|
|
3
|
|
|
—
|
|
|
(9
|
)
|
|||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Other items, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
EBITDA
|
|
48
|
|
|
23
|
|
|
308
|
|
|
(177
|
)
|
|
202
|
|
|||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
113
|
|
|||||
Loss attributable to noncontrolling interest
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Mark-to-market adjustments
|
|
(21
|
)
|
|
(5
|
)
|
|
(23
|
)
|
|
—
|
|
|
(49
|
)
|
|||||
Change in fair value of common stock warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||
Loss on sale of assets, net
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Other
|
|
2
|
|
|
6
|
|
|
(2
|
)
|
|
—
|
|
|
6
|
|
|||||
Adjusted EBITDA
|
|
$
|
29
|
|
|
$
|
27
|
|
|
$
|
284
|
|
|
$
|
(62
|
)
|
|
$
|
278
|
|
|
|
Six Months Ended June 30, 2014
|
||||||||||||||||||
(amounts in millions)
|
|
Coal
|
|
IPH
|
|
Gas
|
|
Other
|
|
Total
|
||||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
$
|
(164
|
)
|
||||||||
Income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
5
|
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|||||||||
Other items, net
|
|
|
|
|
|
|
|
|
|
45
|
|
|||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
72
|
|
|||||||||
Earnings from unconsolidated investments
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|||||||||
Operating income (loss)
|
|
$
|
4
|
|
|
$
|
(33
|
)
|
|
$
|
32
|
|
|
$
|
(56
|
)
|
|
$
|
(53
|
)
|
Depreciation expense
|
|
25
|
|
|
18
|
|
|
79
|
|
|
2
|
|
|
124
|
|
|||||
Amortization expense
|
|
(3
|
)
|
|
2
|
|
|
36
|
|
|
—
|
|
|
35
|
|
|||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Other items, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
|||||
EBITDA
|
|
26
|
|
|
(13
|
)
|
|
157
|
|
|
(99
|
)
|
|
71
|
|
|||||
Acquisition and integration costs
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Income attributable to noncontrolling interest
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Mark-to-market adjustments
|
|
19
|
|
|
38
|
|
|
18
|
|
|
—
|
|
|
75
|
|
|||||
Change in fair value of common stock warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
49
|
|
|||||
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|||||
Other
|
|
5
|
|
|
2
|
|
|
1
|
|
|
(2
|
)
|
|
6
|
|
|||||
Adjusted EBITDA
|
|
$
|
50
|
|
|
$
|
30
|
|
|
$
|
162
|
|
|
$
|
(52
|
)
|
|
$
|
190
|
|
|
|
Six Months Ended June 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(dollars in millions, except for price information)
|
|
2015
|
|
2014
|
|
|
|||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy
|
|
$
|
386
|
|
|
$
|
375
|
|
|
$
|
11
|
|
|
3
|
%
|
Capacity
|
|
30
|
|
|
3
|
|
|
27
|
|
|
NM
|
|
|||
Mark-to-market income (loss), net
|
|
17
|
|
|
(19
|
)
|
|
36
|
|
|
189
|
%
|
|||
Contract amortization
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|
NM
|
|
|||
Other (1)
|
|
28
|
|
|
(67
|
)
|
|
95
|
|
|
142
|
%
|
|||
Total operating revenues
|
|
449
|
|
|
292
|
|
|
157
|
|
|
54
|
%
|
|||
Operating Costs
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
|
(245
|
)
|
|
(188
|
)
|
|
(57
|
)
|
|
(30
|
)%
|
|||
Contract amortization
|
|
23
|
|
|
3
|
|
|
20
|
|
|
NM
|
|
|||
Total operating costs
|
|
(222
|
)
|
|
(185
|
)
|
|
(37
|
)
|
|
(20
|
)%
|
|||
Gross margin
|
|
227
|
|
|
107
|
|
|
120
|
|
|
112
|
%
|
|||
Operating and maintenance expense
|
|
(168
|
)
|
|
(78
|
)
|
|
(90
|
)
|
|
(115
|
)%
|
|||
Depreciation expense
|
|
(57
|
)
|
|
(25
|
)
|
|
(32
|
)
|
|
(128
|
)%
|
|||
Operating income
|
|
2
|
|
|
4
|
|
|
(2
|
)
|
|
(50
|
)%
|
|||
Depreciation expense
|
|
57
|
|
|
25
|
|
|
32
|
|
|
128
|
%
|
|||
Amortization expense
|
|
(11
|
)
|
|
(3
|
)
|
|
(8
|
)
|
|
NM
|
|
|||
EBITDA
|
|
48
|
|
|
26
|
|
|
22
|
|
|
85
|
%
|
|||
Mark-to-market adjustments
|
|
(21
|
)
|
|
19
|
|
|
(40
|
)
|
|
(211
|
)%
|
|||
Other
|
|
2
|
|
|
5
|
|
|
(3
|
)
|
|
(60
|
)%
|
|||
Adjusted EBITDA
|
|
$
|
29
|
|
|
$
|
50
|
|
|
$
|
(21
|
)
|
|
(42
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Million Megawatt Hours Generated (5)
|
|
12.3
|
|
|
9.9
|
|
|
2.4
|
|
|
24
|
%
|
|||
IMA for Coal-Fired Facilities (2)(5)
|
|
79
|
%
|
|
90
|
%
|
|
|
|
|
|||||
Average Capacity Factor for Coal-Fired Facilities (3)(5)
|
|
57
|
%
|
|
76
|
%
|
|
|
|
|
|||||
Average Quoted Market On-Peak Power Prices ($/MWh) (4):
|
|
|
|
|
|
|
|
|
|||||||
Indiana (Indy Hub)
|
|
$
|
36.21
|
|
|
$
|
58.34
|
|
|
$
|
(22.13
|
)
|
|
(38
|
)%
|
Commonwealth Edison (NI Hub)
|
|
$
|
36.15
|
|
|
$
|
63.63
|
|
|
$
|
(27.48
|
)
|
|
(43
|
)%
|
Mass Hub
|
|
$
|
62.67
|
|
|
$
|
108.75
|
|
|
$
|
(46.08
|
)
|
|
(42
|
)%
|
AD Hub
|
|
$
|
41.86
|
|
|
$
|
69.42
|
|
|
$
|
(27.56
|
)
|
|
(40
|
)%
|
Average Quoted Market Off-Peak Power Prices ($/MWh) (4):
|
|
|
|
|
|
|
|
|
|||||||
Indiana (Indy Hub)
|
|
$
|
26.43
|
|
|
$
|
36.73
|
|
|
$
|
(10.30
|
)
|
|
(28
|
)%
|
Commonwealth Edison (NI Hub)
|
|
$
|
23.78
|
|
|
$
|
35.64
|
|
|
$
|
(11.86
|
)
|
|
(33
|
)%
|
Mass Hub
|
|
$
|
47.84
|
|
|
$
|
78.37
|
|
|
$
|
(30.53
|
)
|
|
(39
|
)%
|
AD Hub
|
|
$
|
28.69
|
|
|
$
|
40.62
|
|
|
$
|
(11.93
|
)
|
|
(29
|
)%
|
(1)
|
For the
six months ended June 30, 2015 and 2014
, respectively, Other includes
$28 million
and
($69) million
in financial settlements,
$1 million
and
zero
in natural gas sales,
($2) million
and
$2 million
in ancillary services and
$1 million
and
zero
in other miscellaneous items.
|
(2)
|
IMA 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. The 2015 calculation excludes our Brayton Point facility and CTs. In 2015, the IMA for our facilities within MISO and PJM (excluding CTs) was 86 percent and 70 percent, respectively.
|
(3)
|
Reflects actual production as a percentage of available capacity. The 2015 calculation excludes our Brayton Point facility and CTs. In 2015, the average capacity factors for our facilities within MISO and PJM (excluding CTs) were 65 percent and 45 percent, respectively.
|
(4)
|
Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.
|
(5)
|
Reflects the activity for the period in which the Acquisitions were included in our consolidated results.
|
|
|
Six Months Ended June 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(dollars in millions, except for price information)
|
|
2015
|
|
2014
|
|
|
|||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|||||||
Energy
|
|
$
|
370
|
|
|
$
|
403
|
|
|
$
|
(33
|
)
|
|
(8
|
)%
|
Capacity
|
|
23
|
|
|
18
|
|
|
5
|
|
|
28
|
%
|
|||
Mark-to-market income (loss), net
|
|
5
|
|
|
(38
|
)
|
|
43
|
|
|
113
|
%
|
|||
Contract amortization
|
|
(14
|
)
|
|
(21
|
)
|
|
7
|
|
|
33
|
%
|
|||
Other (1)
|
|
20
|
|
|
21
|
|
|
(1
|
)
|
|
(5
|
)%
|
|||
Total operating revenues
|
|
404
|
|
|
383
|
|
|
21
|
|
|
5
|
%
|
|||
Operating Costs
|
|
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(284
|
)
|
|
(308
|
)
|
|
24
|
|
|
8
|
%
|
|||
Contract amortization
|
|
15
|
|
|
19
|
|
|
(4
|
)
|
|
(21
|
)%
|
|||
Total operating costs
|
|
(269
|
)
|
|
(289
|
)
|
|
20
|
|
|
7
|
%
|
|||
Gross margin
|
|
135
|
|
|
94
|
|
|
41
|
|
|
44
|
%
|
|||
Operating and maintenance expense
|
|
(111
|
)
|
|
(101
|
)
|
|
(10
|
)
|
|
(10
|
)%
|
|||
Depreciation expense
|
|
(16
|
)
|
|
(18
|
)
|
|
2
|
|
|
11
|
%
|
|||
Acquisition and integration costs
|
|
—
|
|
|
(8
|
)
|
|
8
|
|
|
100
|
%
|
|||
Operating income (loss)
|
|
8
|
|
|
(33
|
)
|
|
41
|
|
|
124
|
%
|
|||
Depreciation expense
|
|
16
|
|
|
18
|
|
|
(2
|
)
|
|
(11
|
)%
|
|||
Amortization expense
|
|
(1
|
)
|
|
2
|
|
|
(3
|
)
|
|
(150
|
)%
|
|||
EBITDA
|
|
23
|
|
|
(13
|
)
|
|
36
|
|
|
NM
|
|
|||
Acquisition and integration costs
|
|
—
|
|
|
8
|
|
|
(8
|
)
|
|
(100
|
)%
|
|||
(Income) loss attributable to noncontrolling interest
|
|
3
|
|
|
(5
|
)
|
|
8
|
|
|
160
|
%
|
|||
Mark-to-market adjustments
|
|
(5
|
)
|
|
38
|
|
|
(43
|
)
|
|
(113
|
)%
|
|||
Other
|
|
6
|
|
|
2
|
|
|
4
|
|
|
200
|
%
|
|||
Adjusted EBITDA
|
|
$
|
27
|
|
|
$
|
30
|
|
|
$
|
(3
|
)
|
|
(10
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated
|
|
9.9
|
|
|
11.4
|
|
|
(1.5
|
)
|
|
(13
|
)%
|
|||
IMA for IPH Facilities (2)
|
|
92
|
%
|
|
89
|
%
|
|
|
|
|
|||||
Average Capacity Factor for IPH Facilities (3)
|
|
56
|
%
|
|
65
|
%
|
|
|
|
|
|||||
Average Quoted Market Power Prices ($/MWh) (4):
|
|
—
|
|
|
|
|
|
|
|
||||||
On-Peak: Indiana (Indy Hub)
|
|
$
|
36.21
|
|
|
$
|
58.34
|
|
|
$
|
(22.13
|
)
|
|
(38
|
)%
|
Off-Peak: Indiana (Indy Hub)
|
|
$
|
26.43
|
|
|
$
|
36.73
|
|
|
$
|
(10.30
|
)
|
|
(28
|
)%
|
(1)
|
For the
six months ended June 30, 2015 and 2014
, respectively, Other includes
$16 million
and
$27 million
in financial settlements,
$1 million
and
($5) million
in ancillary services and
$3 million
and
($1) million
in other miscellaneous items.
|
(2)
|
IMA 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.
|
|
|
Six Months Ended June 30,
|
|
Favorable (Unfavorable) $ Change
|
|
Favorable (Unfavorable) % Change
|
|||||||||
(dollars in millions, except for price information)
|
|
2015
|
|
2014
|
|
|
|||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Energy
|
|
$
|
589
|
|
|
$
|
571
|
|
|
$
|
18
|
|
|
3
|
%
|
Capacity
|
|
134
|
|
|
113
|
|
|
21
|
|
|
19
|
%
|
|||
Mark-to-market income (loss), net
|
|
42
|
|
|
(18
|
)
|
|
60
|
|
|
NM
|
|
|||
Contract amortization
|
|
(7
|
)
|
|
(40
|
)
|
|
33
|
|
|
83
|
%
|
|||
Other (1)
|
|
11
|
|
|
(18
|
)
|
|
29
|
|
|
161
|
%
|
|||
Total operating revenues
|
|
769
|
|
|
608
|
|
|
161
|
|
|
26
|
%
|
|||
Operating Costs
|
|
|
|
|
|
|
|
|
|||||||
Cost of sales
|
|
(386
|
)
|
|
(447
|
)
|
|
61
|
|
|
14
|
%
|
|||
Contract amortization
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
%
|
|||
Total operating costs
|
|
(382
|
)
|
|
(443
|
)
|
|
61
|
|
|
14
|
%
|
|||
Gross margin
|
|
387
|
|
|
165
|
|
|
222
|
|
|
135
|
%
|
|||
Operating and maintenance expense
|
|
(84
|
)
|
|
(68
|
)
|
|
(16
|
)
|
|
(24
|
)%
|
|||
Depreciation expense
|
|
(164
|
)
|
|
(79
|
)
|
|
(85
|
)
|
|
(108
|
)%
|
|||
Gain (loss) on sale of assets, net
|
|
(1
|
)
|
|
14
|
|
|
(15
|
)
|
|
(107
|
)%
|
|||
Operating income
|
|
138
|
|
|
32
|
|
|
106
|
|
|
NM
|
|
|||
Depreciation expense
|
|
164
|
|
|
79
|
|
|
85
|
|
|
108
|
%
|
|||
Amortization expense
|
|
3
|
|
|
36
|
|
|
(33
|
)
|
|
(92
|
)%
|
|||
Earnings from unconsolidated investments
|
|
3
|
|
|
10
|
|
|
(7
|
)
|
|
(70
|
)%
|
|||
EBITDA
|
|
308
|
|
|
157
|
|
|
151
|
|
|
96
|
%
|
|||
Mark-to-market adjustments
|
|
(23
|
)
|
|
18
|
|
|
(41
|
)
|
|
(228
|
)%
|
|||
Gain (loss) on sale of assets, net
|
|
1
|
|
|
(14
|
)
|
|
15
|
|
|
107
|
%
|
|||
Other
|
|
(2
|
)
|
|
1
|
|
|
(3
|
)
|
|
NM
|
|
|||
Adjusted EBITDA
|
|
$
|
284
|
|
|
$
|
162
|
|
|
$
|
122
|
|
|
75
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Million Megawatt Hours Generated (2)(7)
|
|
17.8
|
|
|
8.2
|
|
|
9.6
|
|
|
117
|
%
|
|||
IMA for Combined Cycle Facilities (3)(7)
|
|
98
|
%
|
|
99
|
%
|
|
|
|
|
|||||
Average Capacity Factor for Combined Cycle Facilities (4)(7)
|
|
61
|
%
|
|
44
|
%
|
|
|
|
|
|
|
|||
Average Market On-Peak Spark Spreads ($/MWh) (5):
|
|
|
|
|
|
|
|
|
|||||||
Commonwealth Edison (NI Hub)
|
|
$
|
15.13
|
|
|
$
|
13.26
|
|
|
$
|
1.87
|
|
|
14
|
%
|
PJM West
|
|
$
|
23.46
|
|
|
$
|
28.85
|
|
|
$
|
(5.39
|
)
|
|
(19
|
)%
|
North of Path 15 (NP 15)
|
|
$
|
13.82
|
|
|
$
|
16.15
|
|
|
$
|
(2.33
|
)
|
|
(14
|
)%
|
New York—Zone A
|
|
$
|
31.07
|
|
|
$
|
46.49
|
|
|
$
|
(15.42
|
)
|
|
(33
|
)%
|
Mass Hub
|
|
$
|
14.21
|
|
|
$
|
22.87
|
|
|
$
|
(8.66
|
)
|
|
(38
|
)%
|
AD Hub
|
|
$
|
29.68
|
|
|
$
|
40.02
|
|
|
$
|
(10.34
|
)
|
|
(26
|
)%
|
Average Market Off-Peak Spark Spreads ($/MWh) (5):
|
|
|
|
|
|
|
|
|
|||||||
Commonwealth Edison (NI Hub)
|
|
$
|
2.75
|
|
|
$
|
(14.73
|
)
|
|
$
|
17.48
|
|
|
119
|
%
|
PJM West
|
|
$
|
8.32
|
|
|
$
|
(2.21
|
)
|
|
$
|
10.53
|
|
|
NM
|
|
North of Path 15 (NP 15)
|
|
$
|
7.51
|
|
|
$
|
6.34
|
|
|
$
|
1.17
|
|
|
18
|
%
|
New York—Zone A
|
|
$
|
15.93
|
|
|
$
|
19.17
|
|
|
$
|
(3.24
|
)
|
|
(17
|
)%
|
Mass Hub
|
|
$
|
(0.62
|
)
|
|
$
|
(7.50
|
)
|
|
$
|
6.88
|
|
|
92
|
%
|
AD Hub
|
|
$
|
16.52
|
|
|
$
|
11.22
|
|
|
$
|
5.30
|
|
|
47
|
%
|
Average natural gas price—Henry Hub ($/MMBtu) (6)
|
|
$
|
2.80
|
|
|
$
|
4.83
|
|
|
$
|
(2.03
|
)
|
|
(42
|
)%
|
(1)
|
For the
six months ended June 30, 2015 and 2014
, respectively, Other includes
($39) million
and
($92) million
in financial settlements,
$16 million
and
$46 million
in natural gas sales,
$18 million
and
$23 million
in ancillary services,
$5 million
and
$3 million
in tolls and
$11 million
and
$2 million
in RMR, option premiums and other miscellaneous items.
|
(2)
|
The
six months ended June 30, 2014
includes our ownership percentage in the MWh generated by our investment in the Black Mountain power generation facility which was sold on June 27, 2014.
|
(3)
|
IMA 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.
|
(7)
|
Reflects the activity for the period in which the Acquisitions were included in our consolidated results.
|
|
|
2013-2014
|
|
2014-2015
|
|
2015-2016
|
Price per MW-day
|
|
$1.05
|
|
$16.75
|
|
$150.00
|
|
|
2013-2014
|
|
2014-2015
|
|
2015-2016
|
|
2016-2017
|
|
2017-2018
|
|
2018-2019
|
Price per kW-month
|
|
$2.95
|
|
$3.21
|
|
$3.43
|
|
$3.15
|
|
$7.03
|
|
$9.55
|
|
|
2013-2014
|
|
2014-2015
|
|
2015-2016
|
|
2016-2017
|
|
2017-2018
|
RTO zone, price per MW-day
|
|
$27.73
|
|
$125.99
|
|
$136.00
|
|
$59.37
|
|
$120.00
|
MAAC zone, price per MW-day
|
|
$226.15
|
|
$136.50
|
|
$167.46
|
|
$119.13
|
|
$120.00
|
|
|
Winter 2013-2014
|
|
Summer 2014
|
|
Winter 2014-2015
|
|
Summer 2015
|
Price per kW-month
|
|
$2.58
|
|
$5.15
|
|
$2.90
|
|
$3.50
|
(amounts in millions)
|
|
As of and for the Six Months Ended June 30, 2015
|
||
Fair value of portfolio at December 31, 2014
|
|
$
|
(83
|
)
|
Risk management gains recognized through the statement of operations in the period, net
|
|
32
|
|
|
Contracts realized or otherwise settled during the period
|
|
34
|
|
|
Acquisitions
|
|
(235
|
)
|
|
Changes in collateral/margin netting
|
|
96
|
|
|
Fair value of portfolio at June 30, 2015
|
|
$
|
(156
|
)
|
(amounts in millions)
|
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||||
Market quotations (1)(2)
|
|
$
|
(193
|
)
|
|
$
|
(89
|
)
|
|
$
|
(86
|
)
|
|
$
|
(10
|
)
|
|
$
|
(5
|
)
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
Prices based on models (2)
|
|
(68
|
)
|
|
(11
|
)
|
|
(2
|
)
|
|
(44
|
)
|
|
(12
|
)
|
|
—
|
|
|
1
|
|
|||||||
Total (3)
|
|
$
|
(261
|
)
|
|
$
|
(100
|
)
|
|
$
|
(88
|
)
|
|
$
|
(54
|
)
|
|
$
|
(17
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
(3)
|
Excludes
$105 million
of broker margin that has been netted against Risk Management liabilities on our unaudited consolidated balance sheets. Please read
Note 5—Risk Management Activities, Derivatives and Financial Instruments
for further discussion.
|
•
|
beliefs and assumptions about weather and general economic conditions;
|
•
|
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;
|
•
|
beliefs and assumptions about market competition, generation capacity and regional supply and demand characteristics of the wholesale and retail power markets, including the anticipation of plant retirements and higher market pricing over the longer term;
|
•
|
sufficiency of, access to and costs associated with coal, fuel oil and natural gas inventories and transportation thereof;
|
•
|
the effects of, or changes to, MISO, PJM, CAISO, NYISO or ISO-NE power and capacity procurement processes;
|
•
|
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 about the outcome of legal, administrative, legislative and regulatory matters;
|
•
|
projected operating or financial results, including anticipated cash flows from operations, revenues and profitability;
|
•
|
our focus on safety and our ability to efficiently operate our assets so as to capture revenue generating opportunities and operating margins;
|
•
|
our ability to mitigate forced outage risk as we become subject to proposed capacity performance in PJM and new performance incentives in ISO-NE;
|
•
|
our ability to optimize our assets through targeted investment in cost effective technology enhancements;
|
•
|
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;
|
•
|
ability to mitigate impacts associated with expiring RMR and/or capacity contracts;
|
•
|
expectations regarding our compliance with the Credit Agreement, including collateral demands, interest expense, any applicable financial ratios and other payments;
|
•
|
expectations regarding performance standards and capital and maintenance expenditures;
|
•
|
the timing and anticipated benefits to be achieved through our company-wide improvement programs, including our PRIDE initiative;
|
•
|
expectations regarding the synergies and anticipated benefits of the Acquisitions;
|
•
|
beliefs concerning our capital allocation program, including the amount of shares, manner, timing and funding of the share repurchase program;
|
•
|
beliefs about the costs and scope of the ongoing demolition and site remediation efforts at the South Bay and Vermilion facilities; and
|
•
|
beliefs regarding redevelopment efforts for the Morro Bay facility.
|
(amounts in millions)
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
One day VaR—95 percent confidence level
|
|
$
|
8
|
|
|
$
|
10
|
|
One day VaR—99 percent confidence level
|
|
$
|
11
|
|
|
$
|
14
|
|
Average VaR—95 percent confidence level for the rolling twelve months ended
|
|
$
|
7
|
|
|
$
|
8
|
|
(amounts in millions)
|
|
Investment
Grade Quality
|
|
Non-Investment Grade Quality
|
|
Total
|
||||||
Type of Business:
|
|
|
|
|
|
|
|
|||||
Financial institutions
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Oil and gas producers
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Utility and power generators
|
|
55
|
|
|
2
|
|
|
57
|
|
|||
Total
|
|
$
|
71
|
|
|
$
|
2
|
|
|
$
|
73
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Interest rate swaps (in millions of U.S. dollars)
|
|
$
|
781
|
|
|
$
|
785
|
|
Fixed interest rate paid (percent)
|
|
3.19
|
%
|
|
3.19
|
%
|
Exhibit
Number
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Description
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**4.1
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Fourth Supplemental Indenture to the 2019 Notes Indenture, dated May 11, 2015, among Dynegy Inc., the Subsidiary Guarantors, (as defined therein) and Wilmington Trust, National Association, as trustee, adding Dynegy Resource Holdings, LLC as a guarantor.
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**4.2
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Fourth Supplemental Indenture to the 2022 Notes Indenture, dated May 11, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, adding Dynegy Resource Holdings, LLC as a guarantor.
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**4.3
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Fourth Supplemental Indenture to the 2024 Notes Indenture, dated May 11, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, adding Dynegy Resource Holdings, LLC as a guarantor.
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**4.4
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Fourth Supplemental Indenture to the 2023 Notes Indenture, dated May 11, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association as Trustee, adding Dynegy Resource Holdings, LLC as a guarantor.
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**10.1
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Form of Stock Unit Award Agreement - Flexon (2015 Employment Agreement Award).
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**31.1
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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.
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**31.2
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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.
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†32.1
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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.
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†32.2
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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.
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**101.INS
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XBRL Instance Document
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**101.SCH
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XBRL Taxonomy Extension Schema Document
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**101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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**101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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**101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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**101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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DYNEGY INC.
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Date:
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August 7, 2015
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By:
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/s/ CLINT C. FREELAND
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Clint C. Freeland
Executive Vice President and Chief Financial Officer
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AMERICAS 90565110 v3
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AMERICAS 90565110 v3
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Title:
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President and Chief Executive Officer
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Title:
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President and Chief Executive Officer
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AMERICAS 90565110 v3
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Title:
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President & Chief Executive Officer
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AMERICAS 90565110 v3
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AMERICAS 90565110 v3
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Title:
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President and Chief Executive Officer
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AMERICAS 90565110 v3
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AMERICAS 90565110 v3
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AMERICAS 90567380 v3
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AMERICAS 90567380 v3
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Title:
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President and Chief Executive Officer
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Title:
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President and Chief Executive Officer
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AMERICAS 90567380 v3
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Title:
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President & Chief Executive Officer
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AMERICAS 90567380 v3
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AMERICAS 90567380 v3
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Title:
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President and Chief Executive Officer
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AMERICAS 90567380 v3
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AMERICAS 90567380 v3
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AMERICAS 90567382 v3
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AMERICAS 90567382 v3
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Title:
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President and Chief Executive Officer
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Title:
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President and Chief Executive Officer
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AMERICAS 90567382 v3
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Title:
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President & Chief Executive Officer
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AMERICAS 90567382 v3
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AMERICAS 90567382 v3
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Title:
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President and Chief Executive Officer
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AMERICAS 90567382 v3
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AMERICAS 90567382 v3
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AMERICAS 90564670 v3
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AMERICAS 90564670 v3
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AMERICAS 90564670 v3
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AMERICAS 90564670 v3
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AMERICAS 90564670 v3
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AMERICAS 90564670 v3
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AMERICAS 90564670 v3
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Title:
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Executive Vice President and CAO
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1.
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I have reviewed this report on Form 10-Q of Dynegy Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date:
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August 7, 2015
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By:
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/s/ R
OBERT
C
.
F
LEXON
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|
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Robert C. Flexon
President and Chief Executive Officer
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1.
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I have reviewed this report on Form 10-Q of Dynegy Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date:
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August 7, 2015
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By:
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/s/ C
LINT
C. F
REELAND
|
|
|
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Clint C. Freeland
Executive Vice President and Chief Financial Officer
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
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(2)
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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.
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Date:
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August 7, 2015
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By:
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/s/ ROBERT C. FLEXON
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|
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Robert C. Flexon
President and Chief Executive Officer
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
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(2)
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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.
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Date:
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August 7, 2015
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By:
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/s/ C
LINT
C. F
REELAND
|
|
|
|
Clint C. Freeland
Executive Vice President and Chief Financial Officer
|