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Commission File Number
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State of
Incorporation
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I.R.S. Employer
Identification No.
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001-33443
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|
Delaware
|
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20-5653152
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601 Travis, Suite 1400
|
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Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
|
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Name of each exchange on which registered
|
Dynegy’s common stock, $0.01 par value
|
|
New York Stock Exchange
|
Dynegy's 7.00% Tangible Equity Units
|
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New York Stock Exchange
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Dynegy's 5.375% Series A Mandatory Convertible Preferred Stock, $0.01 par value
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New York Stock Exchange
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Dynegy’s warrants, exercisable for common stock at an exercise price of $40 per share
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New York Stock Exchange
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None
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(Title of Class)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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PART I
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||
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Item 1.
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||
Item 1A.
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||
Item 1B.
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||
Item 2.
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Item 3.
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||
Item 4.
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||
PART II
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||
Item 5.
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||
Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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||
Item 10.
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||
Item 11.
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||
Item 12.
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||
Item 13.
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||
Item 14.
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||
PART IV
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Item 15.
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||
|
|
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CAA
|
|
Clean Air Act
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CAISO
|
|
California Independent System Operator
|
CPUC
|
|
California Public Utility Commission
|
CT
|
|
Combustion Turbine
|
EBITDA
|
|
Earnings Before Interest, Taxes, Depreciation and Amortization
|
EGU
|
|
Electric Generating Units
|
ELG
|
|
Effluent Limitation Guidelines
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EPA
|
|
Environmental Protection Agency
|
ERCOT
|
|
Electric Reliability Council of Texas
|
FCA
|
|
Forward Capacity Auction
|
FERC
|
|
Federal Energy Regulatory Commission
|
FTR
|
|
Financial Transmission Rights
|
GW
|
|
Gigawatts
|
HAPs
|
|
Hazardous Air Pollutants, as defined by the Clean Air Act
|
ICR
|
|
Installed Capacity Requirement
|
IMA
|
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In-market Asset Availability
|
IPCB
|
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Illinois Pollution Control Board
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IPH
|
|
IPH, LLC (formerly known as Illinois Power Holdings, LLC)
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ISO
|
|
Independent System Operator
|
ISO-NE
|
|
Independent System Operator New England
|
kW
|
|
Kilowatt
|
LIBOR
|
|
London Interbank Offered Rate
|
LMP
|
|
Locational Marginal Pricing
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MISO
|
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Midcontinent Independent System Operator, Inc.
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MMBtu
|
|
One Million British Thermal Units
|
Moody’s
|
|
Moody’s Investors Service, Inc.
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MSCI
|
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Morgan Stanley Capital International
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MTM
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Mark-to-market
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MW
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|
Megawatts
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MWh
|
|
Megawatt Hour
|
NERC
|
|
North American Electric Reliability Corporation
|
NYISO
|
|
New York Independent System Operator
|
NYSE
|
|
New York Stock Exchange
|
PJM
|
|
PJM Interconnection, LLC
|
PRIDE
|
|
Producing Results through Innovation by Dynegy Employees
|
RCRA
|
|
Resource Conservation and Recovery Act of 1976
|
RGGI
|
|
Regional Greenhouse Gas Initiative
|
RTO
|
|
Regional Transmission Organization
|
S&P
|
|
Standard & Poor’s Ratings Services
|
SEC
|
|
U.S. Securities and Exchange Commission
|
ST
|
|
Steam Turbine
|
TWh
|
|
Terawatt Hour
|
Facility
|
|
Total Net
Generating Capacity (MW)(1) |
|
Primary
Fuel Type |
|
Technology
Type |
|
Location
|
|
Region
|
|
Armstrong*
|
|
753
|
|
|
Gas
|
|
CT
|
|
Shelocta, PA
|
|
PJM
|
Calumet*
|
|
380
|
|
|
Gas
|
|
CT
|
|
Chicago, IL
|
|
PJM
|
Conesville (2)(3)
|
|
312
|
|
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Coal
|
|
ST
|
|
Conesville, OH
|
|
PJM
|
Dicks Creek
|
|
155
|
|
|
Gas
|
|
CT
|
|
Monroe, OH
|
|
PJM
|
Fayette
|
|
726
|
|
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Gas
|
|
CCGT
|
|
Masontown, PA
|
|
PJM
|
Hanging Rock
|
|
1,430
|
|
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Gas
|
|
CCGT
|
|
Ironton, OH
|
|
PJM
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Hopewell*
|
|
370
|
|
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Gas
|
|
CCGT
|
|
Hopewell, VA
|
|
PJM
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Kendall
|
|
1,288
|
|
|
Gas
|
|
CCGT
|
|
Minooka, IL
|
|
PJM
|
Killen (2)(3)
|
|
204
|
|
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Coal
|
|
ST
|
|
Manchester, OH
|
|
PJM
|
Kincaid
|
|
1,108
|
|
|
Coal
|
|
ST
|
|
Kincaid, IL
|
|
PJM
|
Lee
|
|
787
|
|
|
Gas
|
|
CT
|
|
Dixon, IL
|
|
PJM
|
Liberty
|
|
605
|
|
|
Gas
|
|
CCGT
|
|
Eddystone, PA
|
|
PJM
|
Miami Fort (2)
|
|
653
|
|
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Coal
|
|
ST
|
|
North Bend, OH
|
|
PJM
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Miami Fort
|
|
77
|
|
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Oil
|
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CT
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North Bend, OH
|
|
PJM
|
Northeastern*
|
|
52
|
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Waste Coal
|
|
ST
|
|
McAdoo, PA
|
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PJM
|
Ontelaunee
|
|
600
|
|
|
Gas
|
|
CCGT
|
|
Reading, PA
|
|
PJM
|
Pleasants*
|
|
388
|
|
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Gas
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CT
|
|
Saint Marys, WV
|
|
PJM
|
Richland
|
|
423
|
|
|
Gas
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CT
|
|
Defiance, OH
|
|
PJM
|
Sayreville* (2)(3)
|
|
170
|
|
|
Gas
|
|
CCGT
|
|
Sayreville, NJ
|
|
PJM
|
Stryker
|
|
16
|
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Oil
|
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CT
|
|
Stryker, OH
|
|
PJM
|
Stuart (2)(3)
|
|
904
|
|
|
Coal
|
|
ST
|
|
Aberdeen, OH
|
|
PJM
|
Troy*
|
|
770
|
|
|
Gas
|
|
CT
|
|
Luckey, OH
|
|
PJM
|
Washington
|
|
711
|
|
|
Gas
|
|
CCGT
|
|
Beverly, OH
|
|
PJM
|
Zimmer (2)
|
|
628
|
|
|
Coal
|
|
ST
|
|
Moscow, OH
|
|
PJM
|
Total PJM Segment
|
|
13,510
|
|
|
|
|
|
|
|
|
|
Bellingham*
|
|
566
|
|
|
Gas
|
|
CCGT
|
|
Bellingham, MA
|
|
ISO-NE
|
Bellingham NEA* (2)(3)
|
|
157
|
|
|
Gas
|
|
CCGT
|
|
Bellingham, MA
|
|
ISO-NE
|
Blackstone*
|
|
544
|
|
|
Gas
|
|
CCGT
|
|
Blackstone, MA
|
|
ISO-NE
|
Brayton Point (4)
|
|
1,488
|
|
|
Coal
|
|
ST
|
|
Somerset, MA
|
|
ISO-NE
|
Casco Bay
|
|
543
|
|
|
Gas
|
|
CCGT
|
|
Veazie, ME
|
|
ISO-NE
|
Dighton
|
|
185
|
|
|
Gas
|
|
CCGT
|
|
Dighton, MA
|
|
ISO-NE
|
Independence
|
|
1,212
|
|
|
Gas
|
|
CCGT
|
|
Oswego, NY
|
|
NYISO
|
Lake Road
|
|
827
|
|
|
Gas
|
|
CCGT
|
|
Dayville, CT
|
|
ISO-NE
|
MASSPOWER
|
|
281
|
|
|
Gas
|
|
CCGT
|
|
Indian Orchard, MA
|
|
ISO-NE
|
Milford - Connecticut
|
|
569
|
|
|
Gas
|
|
CCGT
|
|
Milford, CT
|
|
ISO-NE
|
Milford - Massachusetts*
|
|
171
|
|
|
Gas
|
|
CCGT
|
|
Milford, MA
|
|
ISO-NE
|
Total NY/NE Segment
|
|
6,543
|
|
|
|
|
|
|
|
|
|
Coleto Creek*
|
|
635
|
|
|
Coal
|
|
ST
|
|
Goliad, TX
|
|
ERCOT
|
Ennis*
|
|
370
|
|
|
Gas
|
|
CCGT
|
|
Ennis, TX
|
|
ERCOT
|
Hays*
|
|
1,107
|
|
|
Gas
|
|
CCGT
|
|
San Marcos, TX
|
|
ERCOT
|
Midlothian*
|
|
1,712
|
|
|
Gas
|
|
CCGT
|
|
Midlothian, TX
|
|
ERCOT
|
Wharton*
|
|
85
|
|
|
Gas
|
|
CT
|
|
Boling, TX
|
|
ERCOT
|
Wise*
|
|
787
|
|
|
Gas
|
|
CCGT
|
|
Poolville, TX
|
|
ERCOT
|
Total ERCOT Segment
|
|
4,696
|
|
|
|
|
|
|
|
|
|
Baldwin
|
|
1,185
|
|
|
Coal
|
|
ST
|
|
Baldwin, IL
|
|
MISO
|
Havana
|
|
434
|
|
|
Coal
|
|
ST
|
|
Havana, IL
|
|
MISO
|
Hennepin
|
|
294
|
|
|
Coal
|
|
ST
|
|
Hennepin, IL
|
|
MISO
|
Total MISO Segment
|
|
1,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facility
|
|
Total Net
Generating
Capacity
(MW)(1)
|
|
Primary
Fuel Type
|
|
Technology
Type
|
|
Location
|
|
Region
|
|
Coffeen
|
|
915
|
|
|
Coal
|
|
ST
|
|
Coffeen, IL
|
|
MISO
|
Duck Creek
|
|
425
|
|
|
Coal
|
|
ST
|
|
Canton, IL
|
|
MISO
|
Edwards
|
|
585
|
|
|
Coal
|
|
ST
|
|
Bartonville, IL
|
|
MISO
|
Joppa/EEI (2)
|
|
802
|
|
|
Coal
|
|
ST
|
|
Joppa, IL
|
|
MISO
|
Joppa units 1-3
|
|
165
|
|
|
Gas
|
|
CT
|
|
Joppa, IL
|
|
MISO
|
Joppa units 4-5 (2)
|
|
56
|
|
|
Gas
|
|
CT
|
|
Joppa, IL
|
|
MISO
|
Newton
|
|
615
|
|
|
Coal
|
|
ST
|
|
Newton, IL
|
|
MISO
|
Total IPH Segment (5)
|
|
3,563
|
|
|
|
|
|
|
|
|
|
Moss Landing
|
|
1,020
|
|
|
Gas
|
|
CCGT
|
|
Moss Landing, CA
|
|
CAISO
|
Oakland
|
|
165
|
|
|
Oil
|
|
CT
|
|
Oakland, CA
|
|
CAISO
|
Total CAISO Segment
|
|
1,185
|
|
|
|
|
|
|
|
|
|
Total Capacity
|
|
31,410
|
|
|
|
|
|
|
|
|
|
(1)
|
Unit capabilities are based on winter capacity and are reflected at our net ownership interest. We have not included units that have been retired or are out of operation.
|
(2)
|
Co-owned with other generation companies.
|
(3)
|
Facilities not operated by Dynegy.
|
(4)
|
Scheduled to be retired from service in June 2017.
|
(5)
|
We have transmission rights into PJM for certain of our IPH plants and currently offer power and capacity into PJM.
|
|
|
2016-2017
|
|
2017-2018
|
|
2018-2019
|
|
2019-2020
|
|
2020-2021
|
Planning Reserve Margin (%)
|
|
15.6
|
|
15.7
|
|
15.7
|
|
16.5
|
|
16.6
|
|
|
2016-2017
|
|
2017-2018
|
Planning Reserve Margin (%)
|
|
17.4
|
|
18.1
|
|
|
2017-2018
|
|
2018-2019
|
|
2019-2020
|
|
2020-2021
|
ICR (%)
|
|
15.1
|
|
15.0
|
|
15.0
|
|
15.1
|
|
|
2017-2018
|
|
2018-2019
|
|
2019-2020
|
|
2020-2021
|
|
2021-2022
|
Planning Reserve Margin (%)
|
|
15.8
|
|
15.6
|
|
15.3
|
|
15.4
|
|
15.5
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||||||
(amounts in millions)
|
|
Total Expenditures
|
|
Capital Expenditures
|
|
Operating Expenses
|
|
Total Expenditures
|
|
Capital Expenditures
|
|
Operating Expenses
|
||||||||||||
PJM
|
|
$
|
62
|
|
|
$
|
6
|
|
|
$
|
56
|
|
|
$
|
38
|
|
|
$
|
2
|
|
|
$
|
36
|
|
NY/NE
|
|
17
|
|
|
—
|
|
|
17
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||
MISO
|
|
20
|
|
|
1
|
|
|
19
|
|
|
19
|
|
|
3
|
|
|
16
|
|
||||||
IPH
|
|
41
|
|
|
16
|
|
|
25
|
|
|
46
|
|
|
22
|
|
|
24
|
|
||||||
CAISO
|
|
5
|
|
|
—
|
|
|
5
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Other
|
|
11
|
|
|
—
|
|
|
11
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
Total
|
|
$
|
156
|
|
|
$
|
23
|
|
|
$
|
133
|
|
|
$
|
128
|
|
|
$
|
27
|
|
|
$
|
101
|
|
(amounts in millions)
|
|
Total Expenditures
|
|
Capital Expenditures
|
|
Operating Expenses
|
||||||
PJM
|
|
$
|
101
|
|
|
$
|
23
|
|
|
$
|
78
|
|
NY/NE
|
|
14
|
|
|
—
|
|
|
14
|
|
|||
MISO
|
|
45
|
|
|
27
|
|
|
18
|
|
|||
IPH
|
|
45
|
|
|
10
|
|
|
35
|
|
|||
CAISO
|
|
5
|
|
|
—
|
|
|
5
|
|
|||
Other
|
|
5
|
|
|
—
|
|
|
5
|
|
|||
Total
|
|
$
|
215
|
|
|
$
|
60
|
|
|
$
|
155
|
|
(amounts in millions)
|
|
Less than
1 Year |
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 Years |
|
Total
|
||||||||||
PJM segment
|
|
$
|
11
|
|
|
$
|
45
|
|
|
$
|
49
|
|
|
$
|
40
|
|
|
$
|
145
|
|
MISO segment
|
|
24
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|||||
IPH segment
|
|
6
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|||||
Total ELG expenditures
|
|
$
|
41
|
|
|
$
|
178
|
|
|
$
|
49
|
|
|
$
|
40
|
|
|
$
|
308
|
|
|
|
|
|
Projected Obligation by Period
|
||||||||||||||||||||
(amounts in millions)
|
|
NPV
|
|
Less than
1 Year |
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 Years |
|
Total
|
||||||||||||
CCR
|
|
$
|
195
|
|
|
$
|
13
|
|
|
$
|
69
|
|
|
$
|
51
|
|
|
$
|
101
|
|
|
$
|
234
|
|
Non-CCR
|
|
92
|
|
|
14
|
|
|
26
|
|
|
44
|
|
|
235
|
|
|
319
|
|
||||||
Total AROs
|
|
$
|
287
|
|
|
$
|
27
|
|
|
$
|
95
|
|
|
$
|
95
|
|
|
$
|
336
|
|
|
$
|
553
|
|
Customer
|
|
2016
|
|
2015
|
|
2014
|
PJM
|
|
32%
|
|
28%
|
|
N/A
|
MISO
|
|
16%
|
|
22%
|
|
33%
|
ISO-NE
|
|
10%
|
|
N/A
|
|
N/A
|
NYISO
|
|
N/A
|
|
N/A
|
|
14%
|
•
|
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 power market 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 the power and capacity procurement processes in the markets in which we operate;
|
•
|
expectations regarding, or impacts of, 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 that we are, or could become, subject to, which could increase our costs, result in an impairment of our assets, cause us to limit or terminate the operation of certain of our facilities, or otherwise have a negative financial effect;
|
•
|
beliefs about the outcome of legal, administrative, legislative, and regulatory matters, including any impacts from the change in administration to these 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, including managing risk associated with CP in PJM and 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 reliability must run (“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 strengthening the balance sheet, managing debt and improving Dynegy’s leverage profile;
|
•
|
efforts to divest assets and the associated timing of such divestitures, and anticipated use of proceeds from such divestitures;
|
•
|
anticipated timing, outcome, and impact of the expected retirement of Brayton Point;
|
•
|
beliefs about the costs and scope of the ongoing demolition and site remediation efforts at the Vermilion and Wood River facilities and any potential future remediation obligations at the South Bay facility; and
|
•
|
expectations regarding the synergies and anticipated benefits of the Delta Transaction.
|
•
|
addition of new supplies of power from existing competitors or new market entrants as a result of the development of new generation plants, expansion of existing plants or additional transmission capacity;
|
•
|
uneconomic generation kept on line by utilities, aided by state-based subsidies;
|
•
|
environmental regulations and legislation;
|
•
|
weather conditions, including extreme weather conditions and seasonal fluctuations;
|
•
|
electric supply disruptions including plant outages;
|
•
|
basis risk from transmission losses and congestion and changes in power transmission infrastructure;
|
•
|
development of new technologies for the production of natural gas;
|
•
|
fuel price volatility;
|
•
|
economic conditions;
|
•
|
capacity performance, or similar construct, requirements and penalties;
|
•
|
increased competition or price pressure driven by generation from renewable sources and other subsidized generation;
|
•
|
regulatory constraints on pricing (current or future), including RTO and ISO rules, policies and actions, or the functioning of the energy trading markets and energy trading generally;
|
•
|
the existence and effectiveness of demand-side management; and
|
•
|
conservation efforts and energy efficiency rules and the extent to which they impact electricity demand.
|
•
|
the ability to obtain required regulatory and other approvals;
|
•
|
the need to integrate acquired or combined operations with our operations;
|
•
|
potential loss of key employees;
|
•
|
difficulty in evaluating the assets, operating costs, infrastructure requirements, environmental and other liabilities and other factors beyond our control;
|
•
|
potential lack of operating experience in new geographic/power markets or with different fuel sources;
|
•
|
an increase in our expenses and working capital requirements;
|
•
|
management’s attention may be temporarily diverted; and
|
•
|
the possibility that we may be required to issue a substantial amount of additional equity and/or debt securities or assume additional debt in connection with any such transactions.
|
•
|
difficulties in the separation of operations and personnel;
|
•
|
the need to provide significant ongoing post-closing transition support to a buyer;
|
•
|
management’s attention may be temporarily diverted;
|
•
|
the retention of certain current or future liabilities in order to induce a buyer to complete a divestiture;
|
•
|
the obligation to indemnify or reimburse a buyer for certain past liabilities of a divested asset;
|
•
|
the disruption of our business; and
|
•
|
potential loss of key employees.
|
•
|
increasing our vulnerability to general economic and industry conditions;
|
•
|
requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;
|
•
|
limiting our ability to enter into long-term power sales or fuel purchases which require credit support;
|
•
|
limiting our ability to fund operations or future acquisitions;
|
•
|
restricting our ability to make certain distributions with respect to our capital stock and the ability of our subsidiaries to make certain distributions to us, in light of restricted payment and other financial covenants in our credit facilities and other financing agreements;
|
•
|
exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under our revolving credit facility, are at variable rates of interest;
|
•
|
limiting our ability to obtain additional financing for working capital including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and
|
•
|
limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who may have less debt.
|
•
|
declare or pay dividends, repurchase or redeem stock or make other distributions to stockholders;
|
•
|
incur additional debt or issue some types of preferred shares;
|
•
|
create liens;
|
•
|
make certain restricted investments;
|
•
|
enter into transactions with affiliates;
|
•
|
enter into any agreements which limit the ability of certain subsidiaries to make dividends or otherwise transfer cash or assets to us or certain other subsidiaries;
|
•
|
sell or transfer assets; and
|
•
|
consolidate or merge.
|
|
|
High
|
|
Low
|
||||
2017:
|
|
|
|
|
||||
First Quarter (through February 8, 2017)
|
|
$
|
10.42
|
|
|
$
|
8.29
|
|
2016:
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
13.38
|
|
|
$
|
7.34
|
|
Third Quarter
|
|
$
|
18.09
|
|
|
$
|
12.04
|
|
Second Quarter
|
|
$
|
21.51
|
|
|
$
|
14.16
|
|
First Quarter
|
|
$
|
14.37
|
|
|
$
|
7.43
|
|
2015:
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
23.70
|
|
|
$
|
10.02
|
|
Third Quarter
|
|
$
|
30.07
|
|
|
$
|
19.68
|
|
Second Quarter
|
|
$
|
34.16
|
|
|
$
|
29.25
|
|
First Quarter
|
|
$
|
31.43
|
|
|
$
|
26.06
|
|
|
|
October 3, 2012
|
|
December 31, 2012
|
|
December 31, 2013
|
|
December 31, 2014
|
|
December 31, 2015
|
|
December 31, 2016
|
||||||||||||
Dynegy Inc.
|
|
$
|
100.00
|
|
|
$
|
99.12
|
|
|
$
|
111.50
|
|
|
$
|
157.25
|
|
|
$
|
69.43
|
|
|
$
|
43.83
|
|
S&P Midcap 400
|
|
$
|
100.00
|
|
|
$
|
104.44
|
|
|
$
|
139.42
|
|
|
$
|
153.04
|
|
|
$
|
149.71
|
|
|
$
|
180.76
|
|
Old Peer Group (1)
|
|
$
|
100.00
|
|
|
$
|
102.88
|
|
|
$
|
118.36
|
|
|
$
|
122.99
|
|
|
$
|
67.51
|
|
|
$
|
68.56
|
|
New Peer Group
|
|
$
|
100.00
|
|
|
$
|
102.88
|
|
|
$
|
118.36
|
|
|
$
|
122.99
|
|
|
$
|
67.51
|
|
|
$
|
61.05
|
|
(1)
|
Talen Energy was added to Dynegy’s peer group for the fiscal year ended December 31, 2015. However, Talen was acquired in 2016 and thus removed from the 2016 peer group. With the exception of fiscal year ended December 31, 2015, the peer group was based upon the “New Peer Group”.
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
|
Year Ended December 31, 2016
|
|
Year Ended December 31, 2015 (1)
|
|
Year Ended December 31, 2014
|
|
Year Ended December 31, 2013 (2)
|
|
October 2 Through December 31, 2012
|
|
|
January 1 Through October 1, 2012
|
||||||||||||
(in millions, except per share data)
|
|
|
|
|
|
|
|||||||||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
|
$
|
4,318
|
|
|
$
|
3,870
|
|
|
$
|
2,497
|
|
|
$
|
1,466
|
|
|
$
|
312
|
|
|
|
$
|
981
|
|
Impairments
|
|
$
|
(858
|
)
|
|
$
|
(99
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
General and administrative expense
|
|
$
|
(161
|
)
|
|
$
|
(128
|
)
|
|
$
|
(114
|
)
|
|
$
|
(97
|
)
|
|
$
|
(22
|
)
|
|
|
$
|
(56
|
)
|
Operating income (loss)
|
|
$
|
(640
|
)
|
|
$
|
64
|
|
|
$
|
(19
|
)
|
|
$
|
(318
|
)
|
|
$
|
(104
|
)
|
|
|
$
|
5
|
|
Bankruptcy reorganization items, net
|
|
$
|
(96
|
)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
(3
|
)
|
|
|
$
|
1,037
|
|
Interest expense
|
|
$
|
(625
|
)
|
|
$
|
(546
|
)
|
|
$
|
(223
|
)
|
|
$
|
(108
|
)
|
|
$
|
(16
|
)
|
|
|
$
|
(120
|
)
|
Income tax benefit
|
|
$
|
45
|
|
|
$
|
474
|
|
|
$
|
1
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
|
$
|
9
|
|
Income (loss) from continuing operations
|
|
$
|
(1,244
|
)
|
|
$
|
47
|
|
|
$
|
(267
|
)
|
|
$
|
(359
|
)
|
|
$
|
(113
|
)
|
|
|
$
|
130
|
|
Net income (loss) attributable to Dynegy Inc.
|
|
$
|
(1,240
|
)
|
|
$
|
50
|
|
|
$
|
(273
|
)
|
|
$
|
(356
|
)
|
|
$
|
(107
|
)
|
|
|
$
|
(32
|
)
|
Basic earnings (loss) per share attributable to Dynegy Inc. common stockholders
|
|
$
|
(9.78
|
)
|
|
$
|
0.22
|
|
|
$
|
(2.65
|
)
|
|
$
|
(3.56
|
)
|
|
$
|
(1.07
|
)
|
|
|
N/A
|
|
|
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
676
|
|
|
$
|
94
|
|
|
$
|
163
|
|
|
$
|
175
|
|
|
$
|
(44
|
)
|
|
|
$
|
(37
|
)
|
Net cash provided by (used in) investing activities
|
|
$
|
(2,147
|
)
|
|
$
|
(1,194
|
)
|
|
$
|
(5,262
|
)
|
|
$
|
474
|
|
|
$
|
265
|
|
|
|
$
|
278
|
|
Net cash provided by (used in) financing activities
|
|
$
|
2,742
|
|
|
$
|
(265
|
)
|
|
$
|
6,126
|
|
|
$
|
(154
|
)
|
|
$
|
(328
|
)
|
|
|
$
|
(184
|
)
|
Capital expenditures, acquisitions and investments
|
|
$
|
(326
|
)
|
|
$
|
(6,353
|
)
|
|
$
|
(132
|
)
|
|
$
|
136
|
|
|
$
|
(46
|
)
|
|
|
$
|
193
|
|
Interest paid
|
|
$
|
558
|
|
|
$
|
503
|
|
|
$
|
129
|
|
|
$
|
94
|
|
|
$
|
36
|
|
|
|
$
|
101
|
|
|
|
December 31,
|
||||||||||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
$
|
2,987
|
|
|
$
|
1,932
|
|
|
$
|
2,664
|
|
|
$
|
1,682
|
|
|
$
|
1,043
|
|
Current liabilities
|
|
$
|
916
|
|
|
$
|
809
|
|
|
$
|
678
|
|
|
$
|
718
|
|
|
$
|
347
|
|
Property, plant and equipment, net
|
|
$
|
7,121
|
|
|
$
|
8,347
|
|
|
$
|
3,255
|
|
|
$
|
3,315
|
|
|
$
|
3,022
|
|
Total assets
|
|
$
|
13,053
|
|
|
$
|
11,459
|
|
|
$
|
11,154
|
|
|
$
|
5,264
|
|
|
$
|
4,535
|
|
Long-term debt (including current portion) (3)(4)
|
|
$
|
8,979
|
|
|
$
|
7,209
|
|
|
$
|
7,028
|
|
|
$
|
1,965
|
|
|
$
|
1,415
|
|
Total equity
|
|
$
|
2,039
|
|
|
$
|
2,919
|
|
|
$
|
3,023
|
|
|
$
|
2,207
|
|
|
$
|
2,503
|
|
(1)
|
Our 2015 financial statements only reflect the impacts of the EquiPower and Duke Midwest Acquisitions (collectively, the “Acquisitions”) subsequent to April 1, 2015 and April 2, 2015, respectively. Please read
Note 3—Acquisitions
for further discussion.
|
(2)
|
We completed the acquisition of New Ameren Energy Resources, LLC (“AER”) effective December 2, 2013; therefore, the results of our IPH segment are only included subsequent to December 1, 2013.
|
(3)
|
The
year ended December 31, 2016
includes a
$2.0 billion
seven-year Tranche C Term Loan related to the Delta Transaction. The year ended December 31, 2014 includes
$5.1 billion
related to our Notes issued on October 27, 2014. Please read
Note 14—Debt
for further discussion.
|
(4)
|
As a result of the Genco Chapter 11 Bankruptcy case, we reclassified approximately $825 million in long-term debt to Liabilities subject to compromise in our consolidated balance sheet. Please read
Note 22—Genco Chapter 11 Bankruptcy
for further discussion.
|
•
|
prices for power, natural gas, coal and fuel oil, and related transportation, which in turn are largely driven by supply and demand. Demand for power can vary due to weather and general economic conditions, among other things. Power supplies similarly vary by region and are impacted significantly by available generating capacity, transmission capacity, and federal and state regulation;
|
•
|
the relationship between electricity prices and prices for natural gas and coal, commonly referred to as the “spark spread” and “dark spread,” respectively, which impacts the margin we earn on the electricity we generate; and
|
•
|
our ability to enter into commercial transactions to mitigate short- and medium-term earnings volatility and our ability to manage our liquidity requirements resulting from potential changes in collateral requirements as prices move.
|
•
|
transmission constraints, congestion, and other factors that can affect the price differential between the locations where we deliver generated power and the liquid market hub;
|
•
|
our ability to control capital expenditures, which primarily include maintenance, safety, environmental and reliability projects, and to control operating expenses through disciplined management;
|
•
|
our ability to optimize our assets by maintaining a high in-market availability, reliable run-time and safe, low-cost operations;
|
•
|
our ability to optimize our assets through targeted investment in cost effective technology enhancements, such as turbine uprates, or efficiency improvements;
|
•
|
our ability to operate and market production from our facilities during periods of planned/unplanned electric transmission outages;
|
•
|
our ability to post the collateral necessary to execute our commercial strategy;
|
•
|
the cost of compliance with existing and future environmental requirements that are likely to be more stringent and more comprehensive. Please read Item 1. Business—Environmental Matters for further discussion;
|
•
|
market supply conditions resulting from federal and regional renewable power mandates and initiatives or other state-led initiatives;
|
•
|
our ability to maintain coal inventory levels during critical winter and summer peak periods, which is dependent upon the reliable performance of the mines, railroads, and river transporters;
|
•
|
costs of transportation related to coal deliveries;
|
•
|
regional renewable energy mandates and initiatives that may alter supply conditions within an ISO and our generating units’ positions in the aggregate supply stack;
|
•
|
changes in market design or associated rules in the markets in which we operate, including the resulting effect on future capacity revenues from changes in the existing bilateral MISO capacity markets and the existing bilateral CAISO resource adequacy markets;
|
•
|
our ability to maintain and operate our plants in a manner that ensures we receive full capacity payments under our various tolling agreements;
|
•
|
our ability to mitigate forced outage risk, including managing risk associated with capacity performance in PJM and performance incentives in ISO-NE;
|
•
|
our ability to mitigate impacts associated with expiring RMR and/or capacity contracts;
|
•
|
access to capital markets on reasonable terms, interest rates and other costs of liquidity;
|
•
|
interest expense; and
|
•
|
income taxes, which will be impacted by our ability to realize value from our NOLs and AMT credits.
|
|
|
December 31, 2016
|
|
February 7, 2017 (2)
|
||||||||||||
(amounts in millions)
|
|
Dynegy Inc.
|
|
IPH (1)
|
|
Consolidated
|
|
Consolidated
|
||||||||
Revolving facilities and LC capacity (3)
|
|
$
|
1,480
|
|
|
$
|
44
|
|
|
$
|
1,524
|
|
|
$
|
1,650
|
|
Less:
|
|
|
|
|
|
|
|
|
||||||||
Outstanding revolver amount
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
||||
Outstanding LCs
|
|
(357
|
)
|
|
(25
|
)
|
|
(382
|
)
|
|
(422
|
)
|
||||
Revolving facilities and LC availability
|
|
1,123
|
|
|
19
|
|
|
1,142
|
|
|
928
|
|
||||
Cash and cash equivalents
|
|
1,692
|
|
|
84
|
|
|
1,776
|
|
|
532
|
|
||||
Total available liquidity
|
|
$
|
2,815
|
|
|
$
|
103
|
|
|
$
|
2,918
|
|
|
$
|
1,460
|
|
(1)
|
Includes Cash and cash equivalents of
$64 million
related to Genco, which was operating as debtor-in-possession in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Please read
Note 22—Genco Chapter 11 Bankruptcy
for further discussion.
|
(2)
|
The seller in the Delta Transaction provides certain transition credit support through February 7, 2019, and we will use the LC availability as this support terminates.
|
(3)
|
Dynegy Inc. includes
$1.425 billion
in senior secured revolving credit facilities and
$55 million
related to an LC. IPH consists of
$44 million
related to IPM LCs. The IPM LCs are collateralized by cash, and as of
December 31, 2016
, IPM had $19 million deposited with the issuing banks. Please read
Note 14—Debt
—Letter of Credit Facilities for further discussion.
|
•
|
March 2016 - Raised $198 million through a PJM Forward Capacity Agreement.
|
•
|
June 2016 - Issued $460 million of Tangible Equity Units (“TEUs”). Net proceeds received of $443 million.
|
•
|
June 2016 - Entered into new $2.0 billion, seven-year term loan. Proceeds were placed into escrow until the Delta Transaction Closing Date. Recorded as restricted cash as of
December 31, 2016
.
|
•
|
June 2016 - Amended credit agreement (Third Amendment) to increase revolver capacity by $75 million, and add a $2.0 billion Tranche C Term Loan, which was effective upon the Delta Transaction Closing Date.
|
•
|
October 2016 - Issued $750 million of the 2025 Senior Notes through a private placement.
|
•
|
November 2016 - Sold our 50% interest in the Elwood Facility for $173 million. $35 million of posted collateral also returned to Dynegy.
|
•
|
December 2016 - Repaid $550 million of existing Term Loan B, leaving remaining balance of $224 million.
|
•
|
January 2017 - Amended credit agreement (Fourth Amendment) to increase revolver capacity by $45 million and extend maturity date to 2021, which was effective upon the Delta Transaction Closing Date.
|
•
|
February 2017 - Amended credit agreement (Fifth Amendment) to increase the Tranche C Term Loan amount (June 2016) by $224 million and to reduce interest rate by
75
basis points, which was effective upon the Delta Transaction Closing Date. This is expected to save Dynegy approximately $100 million in interest costs over the next seven years.
|
•
|
February 2017 - Entered into new $50 million letter of credit, which was effective upon the Delta Transaction Closing Date.
|
•
|
February 2017 - Genco emerged from bankruptcy. We exchanged $757 million of the Genco Senior Notes for
$113 million
cash,
$182 million
in Dynegy Senior Notes and
8.7 million
2017 Warrants.
|
•
|
February 2017 - Closed the Delta Transaction for a base purchase price of $3.3 billion in cash.
|
•
|
February 2017 - Paid ECP $375 million for the ECP Buyout Price.
|
•
|
February 2017 - Issued 13,711,152 common shares to Terawatt Holdings, LP for $150 million.
|
|
|
Year Ended December 31,
|
||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
|
$
|
676
|
|
|
$
|
94
|
|
|
$
|
163
|
|
Net cash used in investing activities
|
|
$
|
(2,147
|
)
|
|
$
|
(1,194
|
)
|
|
$
|
(5,262
|
)
|
Net cash provided by (used in) financing activities
|
|
$
|
2,742
|
|
|
$
|
(265
|
)
|
|
$
|
6,126
|
|
|
|
(in millions)
|
||
Increase in cash provided by operation of our power generation facilities and retail operations
|
|
$
|
129
|
|
Increase in interest payments on our various debt agreements
|
|
(48
|
)
|
|
Decrease in payments for acquisition-related costs
|
|
96
|
|
|
Increase in cash provided by changes in working capital and other
|
|
422
|
|
|
Decrease in legal settlement received in 2015
|
|
(17
|
)
|
|
|
|
$
|
582
|
|
(amounts in millions)
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|||
Dynegy Inc.:
|
|
|
|
|
||||
Cash (1)
|
|
$
|
99
|
|
|
$
|
159
|
|
LCs
|
|
357
|
|
|
475
|
|
||
Total Dynegy Inc.
|
|
456
|
|
|
634
|
|
||
|
|
|
|
|
||||
IPH:
|
|
|
|
|
||||
Cash (1) (2)
|
|
25
|
|
|
11
|
|
||
LCs
|
|
25
|
|
|
45
|
|
||
Total IPH
|
|
50
|
|
|
56
|
|
||
|
|
|
|
|
||||
Total
|
|
$
|
506
|
|
|
$
|
690
|
|
(1)
|
Includes broker margin as well as other collateral postings included in Prepayments and other current assets in our consolidated balance sheets. As of
December 31, 2016 and 2015
,
$54 million
and
$106 million
, respectively, of cash posted as collateral were netted against Liabilities from risk management activities in our consolidated balance sheets.
|
(2)
|
Includes cash of
$8 million
and $1 million related to Genco as of
December 31, 2016 and 2015
, respectively.
|
|
|
(in millions)
|
||
Restricted cash primarily related to the issuance of the Tranche C Term Loan and original issuance discount
|
|
$
|
(2,021
|
)
|
Decrease in cash paid for the Duke/ECP acquisitions in 2015
|
|
930
|
|
|
Increase in proceeds from asset sales, primarily related to the sale of our unconsolidated investment in Elwood
|
|
176
|
|
|
Increase in capital expenditures
|
|
(51
|
)
|
|
Increase in distributions received from our unconsolidated investment in Elwood and other investing activity
|
|
13
|
|
|
|
|
$
|
(953
|
)
|
|
|
Year Ended December 31,
|
|
|
Estimated
|
||||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2014
|
|
|
2017 (2)(3)
|
||||||||
PJM
|
|
$
|
180
|
|
|
$
|
93
|
|
|
$
|
24
|
|
|
|
$
|
134
|
|
NY/NE
|
|
79
|
|
|
41
|
|
|
2
|
|
|
|
83
|
|
||||
ERCOT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
117
|
|
||||
MISO
|
|
12
|
|
|
56
|
|
|
39
|
|
|
|
34
|
|
||||
IPH
|
|
40
|
|
|
63
|
|
|
45
|
|
|
|
76
|
|
||||
CAISO
|
|
5
|
|
|
9
|
|
|
18
|
|
|
|
35
|
|
||||
Other
|
|
10
|
|
|
13
|
|
|
4
|
|
|
|
11
|
|
||||
Total (1)
|
|
$
|
326
|
|
|
$
|
275
|
|
|
$
|
132
|
|
|
|
$
|
490
|
|
(1)
|
Includes capitalized interest of
$10 million
,
$12 million
, and
$9 million
for the years ended
December 31, 2016, 2015 and 2014
, respectively.
|
(2)
|
Includes estimated expenditures of $186 million for the newly acquired assets related to the Delta Transaction.
|
(3)
|
Total 2017 includes approximately $96 million of timing impacts (cash prepayments and/or cash deferrals) due to contractual service agreements.
|
(amounts in millions)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Dynegy Inc.:
|
|
|
|
|
||||
Secured obligations (1)
|
|
$
|
2,224
|
|
|
$
|
780
|
|
Unsecured obligations
|
|
6,430
|
|
|
5,600
|
|
||
Inventory Financing Agreements
|
|
129
|
|
|
136
|
|
||
Equipment Financing Agreements
|
|
97
|
|
|
75
|
|
||
Forward Capacity Agreement
|
|
219
|
|
|
—
|
|
||
Unamortized discounts and issuance costs
|
|
(120
|
)
|
|
(96
|
)
|
||
Genco:
|
|
|
|
|
||||
Unsecured obligations (2)
|
|
—
|
|
|
825
|
|
||
Unamortized discounts (2)
|
|
—
|
|
|
(111
|
)
|
||
Total long-term debt
|
|
$
|
8,979
|
|
|
$
|
7,209
|
|
(2)
|
On December 9, 2016, Genco commenced a prepackaged plan of reorganization under Chapter 11 of the Bankruptcy Code. As a result, we reclassified the Genco unsecured obligations as Liabilities subject to compromise in our consolidated balance sheet as of December 31, 2016. See
Note 22—Genco Chapter 11 Bankruptcy
for further discussion.
|
•
|
Proceeds from our issuance of our common stock to ECP;
|
•
|
Principal payments on our debt instruments;
|
•
|
Periodic payments to settle our interest rate swap agreements;
|
•
|
Dividend payments on our mandatory convertible preferred stock;
|
•
|
Payments towards the ECP Buyout and the Genco Plan; and
|
•
|
Draws on our Revolving Facility to fund the Delta Transaction.
|
|
|
Moody’s
|
|
S&P
|
Dynegy Inc.:
|
|
|
|
|
Corporate Family Rating
|
|
B2
|
|
B+
|
Senior Secured
|
|
Ba3
|
|
BB
|
Senior Unsecured
|
|
B3
|
|
B+
|
|
|
Expiration by Period
|
||||||||||||||||||
(amounts in millions)
|
|
Total
|
|
Less than
1 Year |
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 Years |
||||||||||
Long-term debt (including current portion)
|
|
$
|
9,002
|
|
|
$
|
188
|
|
|
$
|
2,395
|
|
|
$
|
264
|
|
|
$
|
6,155
|
|
Interest payments on debt
|
|
3,448
|
|
|
584
|
|
|
1,155
|
|
|
832
|
|
|
877
|
|
|||||
Coal purchase commitments
|
|
827
|
|
|
359
|
|
|
342
|
|
|
126
|
|
|
—
|
|
|||||
Coal transportation
|
|
823
|
|
|
101
|
|
|
164
|
|
|
167
|
|
|
391
|
|
|||||
Contractual service agreements
|
|
482
|
|
|
42
|
|
|
163
|
|
|
240
|
|
|
37
|
|
|||||
Gas purchase commitments
|
|
420
|
|
|
411
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||||
Gas transportation
|
|
173
|
|
|
36
|
|
|
53
|
|
|
37
|
|
|
47
|
|
|||||
Pension funding obligations
|
|
248
|
|
|
7
|
|
|
45
|
|
|
46
|
|
|
150
|
|
|||||
Operating leases
|
|
53
|
|
|
11
|
|
|
10
|
|
|
10
|
|
|
22
|
|
|||||
Other obligations
|
|
85
|
|
|
28
|
|
|
24
|
|
|
7
|
|
|
26
|
|
|||||
Total contractual obligations
|
|
15,561
|
|
|
1,767
|
|
|
4,360
|
|
|
1,729
|
|
|
7,705
|
|
|||||
Total ELG expenditures (1)
|
|
308
|
|
|
41
|
|
|
178
|
|
|
49
|
|
|
40
|
|
|||||
Total AROs (1)
|
|
553
|
|
|
27
|
|
|
95
|
|
|
95
|
|
|
336
|
|
|||||
Total contractual and other environmental obligations
|
|
$
|
16,422
|
|
|
$
|
1,835
|
|
|
$
|
4,633
|
|
|
$
|
1,873
|
|
|
$
|
8,081
|
|
(1)
|
See Item 1. Business-Environmental Matters for further discussion.
|
•
|
$31 million related to limestone purchase commitments;
|
•
|
$22 million related to interconnection services; and
|
•
|
other miscellaneous items which are individually insignificant.
|
|
|
Year Ended December 31,
|
||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2014 (1)
|
||||||
Net cash provided by operating activities
|
|
$
|
676
|
|
|
$
|
94
|
|
|
$
|
163
|
|
Capital expenditures
|
|
(261
|
)
|
|
(225
|
)
|
|
(123
|
)
|
|||
Acquisition related payments
|
|
73
|
|
|
207
|
|
|
65
|
|
|||
Adjustment related to acquired derivatives
|
|
47
|
|
|
60
|
|
|
—
|
|
|||
Interest rate swap settlement payments
|
|
(17
|
)
|
|
(17
|
)
|
|
(18
|
)
|
|||
Collateral, working capital and other
|
|
(255
|
)
|
|
67
|
|
|
17
|
|
|||
Adjusted Free Cash Flow
|
|
$
|
263
|
|
|
$
|
186
|
|
|
$
|
104
|
|
(1)
|
Adjusted FCF for 2014 included working capital and other of $46 million; such amounts were excluded from Adjusted FCF in 2016 and 2015.
|
|
|
Year Ended December 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
|||||||
Revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
3,373
|
|
|
$
|
3,054
|
|
|
$
|
319
|
|
Capacity
|
|
773
|
|
|
671
|
|
|
102
|
|
|||
Mark-to-market income, net
|
|
136
|
|
|
127
|
|
|
9
|
|
|||
Contract amortization
|
|
(80
|
)
|
|
(83
|
)
|
|
3
|
|
|||
Other
|
|
116
|
|
|
101
|
|
|
15
|
|
|||
Total revenues
|
|
4,318
|
|
|
3,870
|
|
|
448
|
|
|||
Cost of sales, excluding depreciation expense
|
|
(2,281
|
)
|
|
(2,028
|
)
|
|
(253
|
)
|
|||
Gross margin
|
|
2,037
|
|
|
1,842
|
|
|
195
|
|
|||
Operating and maintenance expense
|
|
(940
|
)
|
|
(839
|
)
|
|
(101
|
)
|
|||
Depreciation expense
|
|
(689
|
)
|
|
(587
|
)
|
|
(102
|
)
|
|||
Impairments
|
|
(858
|
)
|
|
(99
|
)
|
|
(759
|
)
|
|||
Loss on sale of assets, net
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
General and administrative expense
|
|
(161
|
)
|
|
(128
|
)
|
|
(33
|
)
|
|||
Acquisition and integration costs
|
|
(11
|
)
|
|
(124
|
)
|
|
113
|
|
|||
Other
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|||
Operating income (loss)
|
|
(640
|
)
|
|
64
|
|
|
(704
|
)
|
|||
Bankruptcy reorganization items
|
|
(96
|
)
|
|
—
|
|
|
(96
|
)
|
|||
Earnings from unconsolidated investments
|
|
7
|
|
|
1
|
|
|
6
|
|
|||
Interest expense
|
|
(625
|
)
|
|
(546
|
)
|
|
(79
|
)
|
|||
Other income and expense, net
|
|
65
|
|
|
54
|
|
|
11
|
|
|||
Loss before income taxes
|
|
(1,289
|
)
|
|
(427
|
)
|
|
(862
|
)
|
|||
Income tax benefit
|
|
45
|
|
|
474
|
|
|
(429
|
)
|
|||
Net income (loss)
|
|
(1,244
|
)
|
|
47
|
|
|
(1,291
|
)
|
|||
Less: Net loss attributable to noncontrolling interest
|
|
(4
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|||
Net income (loss) attributable to Dynegy Inc.
|
|
$
|
(1,240
|
)
|
|
$
|
50
|
|
|
$
|
(1,290
|
)
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other
|
|
Total
|
||||||||||||||
Revenues
|
|
$
|
2,202
|
|
|
$
|
837
|
|
|
$
|
383
|
|
|
$
|
754
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
4,318
|
|
Cost of sales, excluding depreciation expense
|
|
(985
|
)
|
|
(486
|
)
|
|
(291
|
)
|
|
(450
|
)
|
|
(69
|
)
|
|
—
|
|
|
(2,281
|
)
|
|||||||
Gross margin
|
|
1,217
|
|
|
351
|
|
|
92
|
|
|
304
|
|
|
73
|
|
|
—
|
|
|
2,037
|
|
|||||||
Operating and maintenance expense
|
|
(391
|
)
|
|
(165
|
)
|
|
(143
|
)
|
|
(204
|
)
|
|
(36
|
)
|
|
(1
|
)
|
|
(940
|
)
|
|||||||
Depreciation expense
|
|
(346
|
)
|
|
(215
|
)
|
|
(49
|
)
|
|
(32
|
)
|
|
(42
|
)
|
|
(5
|
)
|
|
(689
|
)
|
|||||||
Impairments
|
|
(65
|
)
|
|
—
|
|
|
(645
|
)
|
|
(148
|
)
|
|
—
|
|
|
—
|
|
|
(858
|
)
|
|||||||
Gain (loss) on sale of assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|
(161
|
)
|
|||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
(19
|
)
|
|
(11
|
)
|
|||||||
Other (1)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||||
Operating income (loss)
|
|
$
|
414
|
|
|
$
|
(29
|
)
|
|
$
|
(745
|
)
|
|
$
|
(87
|
)
|
|
$
|
(5
|
)
|
|
$
|
(188
|
)
|
|
$
|
(640
|
)
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other
|
|
Total
|
||||||||||||||
Revenues
|
|
$
|
1,716
|
|
|
$
|
695
|
|
|
$
|
482
|
|
|
$
|
799
|
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
3,870
|
|
Cost of sales, excluding depreciation expense
|
|
(716
|
)
|
|
(414
|
)
|
|
(287
|
)
|
|
(506
|
)
|
|
(105
|
)
|
|
—
|
|
|
(2,028
|
)
|
|||||||
Gross margin
|
|
1,000
|
|
|
281
|
|
|
195
|
|
|
293
|
|
|
73
|
|
|
—
|
|
|
1,842
|
|
|||||||
Operating and maintenance expense
|
|
(296
|
)
|
|
(126
|
)
|
|
(174
|
)
|
|
(215
|
)
|
|
(32
|
)
|
|
4
|
|
|
(839
|
)
|
|||||||
Depreciation expense
|
|
(281
|
)
|
|
(186
|
)
|
|
(39
|
)
|
|
(29
|
)
|
|
(48
|
)
|
|
(4
|
)
|
|
(587
|
)
|
|||||||
Impairments
|
|
—
|
|
|
(25
|
)
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|||||||
Loss on sale of assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
(128
|
)
|
|||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
(124
|
)
|
|||||||
Operating income (loss)
|
|
$
|
423
|
|
|
$
|
(56
|
)
|
|
$
|
(92
|
)
|
|
$
|
49
|
|
|
$
|
(8
|
)
|
|
$
|
(252
|
)
|
|
$
|
64
|
|
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Total
|
||||||||||||
Revenues, net of hedges, attributable to Duke Midwest and EquiPower plants for the first quarter of 2016
|
|
$
|
467
|
|
|
$
|
194
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
661
|
|
Higher (lower) power prices and spark spreads
|
|
(66
|
)
|
|
(26
|
)
|
|
(16
|
)
|
|
38
|
|
|
—
|
|
|
(70
|
)
|
||||||
Higher (lower) generation volumes (1)
|
|
122
|
|
|
(64
|
)
|
|
(37
|
)
|
|
(100
|
)
|
|
(39
|
)
|
|
(118
|
)
|
||||||
Higher (lower) capacity revenues
|
|
(36
|
)
|
|
(17
|
)
|
|
10
|
|
|
16
|
|
|
9
|
|
|
(18
|
)
|
||||||
Change in MTM value of derivative transactions
|
|
(61
|
)
|
|
41
|
|
|
(55
|
)
|
|
(8
|
)
|
|
(4
|
)
|
|
(87
|
)
|
||||||
Lower (higher) contract amortization
|
|
9
|
|
|
(4
|
)
|
|
—
|
|
|
12
|
|
|
(3
|
)
|
|
14
|
|
||||||
Other (2)
|
|
51
|
|
|
18
|
|
|
(1
|
)
|
|
(3
|
)
|
|
1
|
|
|
66
|
|
||||||
Total change in revenues
|
|
$
|
486
|
|
|
$
|
142
|
|
|
$
|
(99
|
)
|
|
$
|
(45
|
)
|
|
$
|
(36
|
)
|
|
$
|
448
|
|
(1)
|
Decrease due to mild winter weather which decreased demand across our key markets as well as planned outages and shutdowns; PJM segment increased due to higher demand for gas-fired generation as a result lower gas prices.
|
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Total
|
||||||||||||
Cost of sales attributable to Duke Midwest and EquiPower plants for the first quarter of 2016
|
|
$
|
157
|
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
285
|
|
Lower prices
|
|
(95
|
)
|
|
(13
|
)
|
|
(2
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|
(128
|
)
|
||||||
Higher (lower) generation volumes (1)
|
|
133
|
|
|
(23
|
)
|
|
(21
|
)
|
|
(83
|
)
|
|
(19
|
)
|
|
(13
|
)
|
||||||
Higher (lower) transportation costs (2)
|
|
3
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(14
|
)
|
||||||
Lower (higher) contract amortization
|
|
20
|
|
|
(3
|
)
|
|
6
|
|
|
10
|
|
|
—
|
|
|
33
|
|
||||||
Other (3)
|
|
51
|
|
|
(1
|
)
|
|
21
|
|
|
28
|
|
|
(9
|
)
|
|
90
|
|
||||||
Total change in cost of sales
|
|
$
|
269
|
|
|
$
|
72
|
|
|
$
|
4
|
|
|
$
|
(56
|
)
|
|
$
|
(36
|
)
|
|
$
|
253
|
|
(1)
|
Lower generation volumes primarily due to mild winter weather which decreased demand across our key markets as well as planned outages and shutdowns; PJM segment increased as a result of higher plant availability and demand.
|
|
|
|
|
Year Ended December 31,
|
||||||
Facility
|
|
Segment
|
|
2016
|
|
2015
|
||||
Stuart
|
|
PJM
|
|
$
|
56
|
|
|
$
|
—
|
|
Elwood unconsolidated investment
|
|
PJM
|
|
9
|
|
|
—
|
|
||
Baldwin
|
|
MISO
|
|
645
|
|
|
—
|
|
||
Wood River
|
|
MISO
|
|
—
|
|
|
74
|
|
||
Newton FGD
|
|
IPH
|
|
148
|
|
|
—
|
|
||
Brayton Point
|
|
NY/NE
|
|
—
|
|
|
25
|
|
||
Total
|
|
|
|
$
|
858
|
|
|
$
|
99
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other
|
|
Total
|
||||||||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,240
|
)
|
||||||||||||
Loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|||||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(45
|
)
|
|||||||||||||
Other income and expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(65
|
)
|
|||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
625
|
|
|||||||||||||
Earnings from unconsolidated investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7
|
)
|
|||||||||||||
Bankruptcy reorganization items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96
|
|
|||||||||||||
Operating income (loss)
|
|
$
|
414
|
|
|
$
|
(29
|
)
|
|
$
|
(745
|
)
|
|
$
|
(87
|
)
|
|
$
|
(5
|
)
|
|
$
|
(188
|
)
|
|
$
|
(640
|
)
|
Depreciation and amortization expense
|
|
349
|
|
|
243
|
|
|
54
|
|
|
33
|
|
|
53
|
|
|
5
|
|
|
737
|
|
|||||||
Bankruptcy reorganization items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|||||||
Earnings from unconsolidated investments
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
Other income and expense, net
|
|
9
|
|
|
1
|
|
|
—
|
|
|
15
|
|
|
12
|
|
|
28
|
|
|
65
|
|
|||||||
EBITDA
|
|
779
|
|
|
215
|
|
|
(691
|
)
|
|
(135
|
)
|
|
60
|
|
|
(155
|
)
|
|
73
|
|
|||||||
Adjustments to reflect Adjusted EBITDA from unconsolidated investment and exclude noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Acquisition, integration and restructuring costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
29
|
|
|
21
|
|
|||||||
Bankruptcy reorganization items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|||||||
Mark-to-market adjustments, including warrants
|
|
(92
|
)
|
|
(44
|
)
|
|
49
|
|
|
(2
|
)
|
|
—
|
|
|
(6
|
)
|
|
(95
|
)
|
|||||||
Impairments
|
|
65
|
|
|
—
|
|
|
645
|
|
|
148
|
|
|
—
|
|
|
—
|
|
|
858
|
|
|||||||
Loss (gain) on sale of assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
|
1
|
|
|||||||
Non-cash compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
22
|
|
|
28
|
|
|||||||
Other (1)
|
|
5
|
|
|
—
|
|
|
24
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
23
|
|
|||||||
Adjusted EBITDA
|
|
$
|
757
|
|
|
$
|
171
|
|
|
$
|
27
|
|
|
$
|
102
|
|
|
$
|
59
|
|
|
$
|
(109
|
)
|
|
$
|
1,007
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other
|
|
Total
|
||||||||||||||
Net income attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
50
|
|
||||||||||||
Loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|||||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(474
|
)
|
|||||||||||||
Other income and expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54
|
)
|
|||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
546
|
|
|||||||||||||
Earnings from unconsolidated investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|||||||||||||
Operating income (loss)
|
|
$
|
423
|
|
|
$
|
(56
|
)
|
|
$
|
(92
|
)
|
|
$
|
49
|
|
|
$
|
(8
|
)
|
|
$
|
(252
|
)
|
|
$
|
64
|
|
Depreciation and amortization expense
|
|
275
|
|
|
195
|
|
|
38
|
|
|
35
|
|
|
55
|
|
|
4
|
|
|
602
|
|
|||||||
Earnings from unconsolidated investments
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Other income and expense, net
|
|
(2
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
54
|
|
|||||||
EBITDA
|
|
697
|
|
|
139
|
|
|
(53
|
)
|
|
84
|
|
|
47
|
|
|
(193
|
)
|
|
721
|
|
|||||||
Adjustments to reflect Adjusted EBITDA from unconsolidated investment and exclude noncontrolling interest
|
|
12
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|
124
|
|
|||||||
Mark-to-market adjustments, including warrants
|
|
(58
|
)
|
|
11
|
|
|
(6
|
)
|
|
(10
|
)
|
|
(4
|
)
|
|
(54
|
)
|
|
(121
|
)
|
|||||||
Impairments
|
|
—
|
|
|
25
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|||||||
Loss on sale of assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Other (1)
|
|
(2
|
)
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
11
|
|
|||||||
Adjusted EBITDA (2)
|
|
$
|
649
|
|
|
$
|
175
|
|
|
$
|
27
|
|
|
$
|
77
|
|
|
$
|
44
|
|
|
$
|
(122
|
)
|
|
$
|
850
|
|
(1)
|
Other includes an adjustment to exclude costs related to the Baldwin transformer project of $7 million.
|
(2)
|
Not adjusted for the following items which are excluded in 2016: (i) non-cash compensation expense of $27 million, and (ii) Wood River’s energy margin and O&M costs of $13 million.
|
|
|
Year Ended December 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2016
|
|
2015
|
|
|||||||
Operating Revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
1,692
|
|
|
$
|
1,266
|
|
|
$
|
426
|
|
Capacity
|
|
398
|
|
|
345
|
|
|
53
|
|
|||
Mark-to-market income, net
|
|
118
|
|
|
105
|
|
|
13
|
|
|||
Contract amortization
|
|
(47
|
)
|
|
(47
|
)
|
|
—
|
|
|||
Other
|
|
41
|
|
|
47
|
|
|
(6
|
)
|
|||
Total operating revenues
|
|
2,202
|
|
|
1,716
|
|
|
486
|
|
|||
Operating Costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(1,033
|
)
|
|
(771
|
)
|
|
(262
|
)
|
|||
Contract amortization
|
|
48
|
|
|
55
|
|
|
(7
|
)
|
|||
Total operating costs
|
|
(985
|
)
|
|
(716
|
)
|
|
(269
|
)
|
|||
Gross margin
|
|
1,217
|
|
|
1,000
|
|
|
217
|
|
|||
Operating and maintenance expense
|
|
(391
|
)
|
|
(296
|
)
|
|
(95
|
)
|
|||
Depreciation expense
|
|
(346
|
)
|
|
(281
|
)
|
|
(65
|
)
|
|||
Impairments
|
|
(65
|
)
|
|
—
|
|
|
(65
|
)
|
|||
Other
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Operating income
|
|
414
|
|
|
423
|
|
|
(9
|
)
|
|||
Depreciation and amortization expense
|
|
349
|
|
|
275
|
|
|
74
|
|
|||
Earnings from unconsolidated investments
|
|
7
|
|
|
1
|
|
|
6
|
|
|||
Other income and expense, net
|
|
9
|
|
|
(2
|
)
|
|
11
|
|
|||
EBITDA
|
|
779
|
|
|
697
|
|
|
82
|
|
|||
Adjustment to reflect Adjusted EBITDA from unconsolidated investment
|
|
—
|
|
|
12
|
|
|
(12
|
)
|
|||
Mark-to-market adjustments
|
|
(92
|
)
|
|
(58
|
)
|
|
(34
|
)
|
|||
Impairments
|
|
65
|
|
|
—
|
|
|
65
|
|
|||
Other
|
|
5
|
|
|
(2
|
)
|
|
7
|
|
|||
Adjusted EBITDA
|
|
$
|
757
|
|
|
$
|
649
|
|
|
$
|
108
|
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated (1)
|
|
52.8
|
|
|
40.4
|
|
|
12.4
|
|
|||
IMA (1)(2):
|
|
|
|
|
|
|
||||||
Combined-Cycle Facilities
|
|
97
|
%
|
|
99
|
%
|
|
|
||||
Coal-Fired Facilities
|
|
80
|
%
|
|
74
|
%
|
|
|
||||
Average Capacity Factor (1)(3):
|
|
|
|
|
|
|
||||||
Combined-Cycle Facilities
|
|
74
|
%
|
|
75
|
%
|
|
|
||||
Coal-Fired Facilities
|
|
53
|
%
|
|
51
|
%
|
|
|
||||
Average Market On-Peak Spark Spreads ($/MWh) (4):
|
|
|
|
|
|
|
||||||
PJM West
|
|
$
|
22.62
|
|
|
$
|
25.24
|
|
|
$
|
(2.62
|
)
|
AD Hub
|
|
$
|
22.52
|
|
|
$
|
28.22
|
|
|
$
|
(5.70
|
)
|
Average Market On-Peak Power Prices ($/MWh) (5):
|
|
|
|
|
|
|
||||||
PJM West
|
|
$
|
34.65
|
|
|
$
|
43.21
|
|
|
$
|
(8.56
|
)
|
AD Hub
|
|
$
|
32.93
|
|
|
$
|
37.52
|
|
|
$
|
(4.59
|
)
|
Average natural gas price—TetcoM3 ($/MMBtu) (6)
|
|
$
|
1.72
|
|
|
$
|
2.57
|
|
|
$
|
(0.85
|
)
|
(1)
|
Reflects the activity for the period in which the Acquisitions were included in our consolidated results.
|
(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. The calculation excludes certain events outside of management control such as weather related issues. The calculation excludes CTs.
|
(3)
|
Reflects actual production as a percentage of available capacity. The calculation excludes CTs.
|
(4)
|
Reflects the average of the on-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.
|
(5)
|
Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.
|
(6)
|
Reflects the average of daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
|
|
Year Ended December 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2016
|
|
2015
|
|
|||||||
Operating Revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
570
|
|
|
$
|
524
|
|
|
$
|
46
|
|
Capacity
|
|
168
|
|
|
154
|
|
|
14
|
|
|||
Mark-to-market income, net
|
|
65
|
|
|
2
|
|
|
63
|
|
|||
Contract amortization
|
|
(10
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|||
Other
|
|
44
|
|
|
19
|
|
|
25
|
|
|||
Total operating revenues
|
|
837
|
|
|
695
|
|
|
142
|
|
|||
Operating Costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(469
|
)
|
|
(410
|
)
|
|
(59
|
)
|
|||
Contract amortization
|
|
(17
|
)
|
|
(4
|
)
|
|
(13
|
)
|
|||
Total operating costs
|
|
(486
|
)
|
|
(414
|
)
|
|
(72
|
)
|
|||
Gross margin
|
|
351
|
|
|
281
|
|
|
70
|
|
|||
Operating and maintenance expense
|
|
(165
|
)
|
|
(126
|
)
|
|
(39
|
)
|
|||
Depreciation expense
|
|
(215
|
)
|
|
(186
|
)
|
|
(29
|
)
|
|||
Impairments
|
|
—
|
|
|
(25
|
)
|
|
25
|
|
|||
Operating loss
|
|
(29
|
)
|
|
(56
|
)
|
|
27
|
|
|||
Depreciation and amortization expense
|
|
243
|
|
|
195
|
|
|
48
|
|
|||
Other income and expense, net
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
EBITDA
|
|
215
|
|
|
139
|
|
|
76
|
|
|||
Mark-to-market adjustments
|
|
(44
|
)
|
|
11
|
|
|
(55
|
)
|
|||
Impairments
|
|
—
|
|
|
25
|
|
|
(25
|
)
|
|||
Adjusted EBITDA
|
|
$
|
171
|
|
|
$
|
175
|
|
|
$
|
(4
|
)
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated (1)
|
|
16.9
|
|
|
15.7
|
|
|
1.2
|
|
|||
IMA for Combined-Cycle Facilities (1)(2)
|
|
96
|
%
|
|
98
|
%
|
|
|
||||
Average Capacity Factor for Combined-Cycle Facilities (1)(3)
|
|
48
|
%
|
|
56
|
%
|
|
|
||||
Average Market On-Peak Spark Spreads ($/MWh) (4):
|
|
|
|
|
|
|
||||||
New York—Zone A
|
|
$
|
24.18
|
|
|
$
|
27.60
|
|
|
$
|
(3.42
|
)
|
Mass Hub
|
|
$
|
13.80
|
|
|
$
|
15.23
|
|
|
$
|
(1.43
|
)
|
Average Market On-Peak Power Prices ($/MWh) (5):
|
|
|
|
|
|
|
||||||
Mass Hub
|
|
$
|
35.52
|
|
|
$
|
48.96
|
|
|
$
|
(13.44
|
)
|
Average natural gas price—Algonquin Citygates ($/MMBtu) (6)
|
|
$
|
3.10
|
|
|
$
|
4.82
|
|
|
$
|
(1.72
|
)
|
(1)
|
Reflects the activity for the period in which the Acquisitions were included in our consolidated results.
|
(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. The calculation excludes certain events outside of management control such as weather related issues. The calculation excludes our Brayton Point facility.
|
(3)
|
Reflects actual production as a percentage of available capacity. The calculation excludes our Brayton Point facility.
|
(4)
|
Reflects the average of the on-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.
|
(5)
|
Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.
|
(6)
|
Reflects the average of daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
|
|
Year Ended December 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2016
|
|
2015
|
|
|||||||
Operating Revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
404
|
|
|
$
|
458
|
|
|
$
|
(54
|
)
|
Capacity
|
|
27
|
|
|
17
|
|
|
10
|
|
|||
Mark-to-market income (loss), net
|
|
(49
|
)
|
|
6
|
|
|
(55
|
)
|
|||
Other
|
|
1
|
|
|
1
|
|
|
—
|
|
|||
Total operating revenues
|
|
383
|
|
|
482
|
|
|
(99
|
)
|
|||
Operating Costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(291
|
)
|
|
(293
|
)
|
|
2
|
|
|||
Contract amortization
|
|
—
|
|
|
6
|
|
|
(6
|
)
|
|||
Total operating costs
|
|
(291
|
)
|
|
(287
|
)
|
|
(4
|
)
|
|||
Gross margin
|
|
92
|
|
|
195
|
|
|
(103
|
)
|
|||
Operating and maintenance expense
|
|
(143
|
)
|
|
(174
|
)
|
|
31
|
|
|||
Depreciation expense
|
|
(49
|
)
|
|
(39
|
)
|
|
(10
|
)
|
|||
Impairments
|
|
(645
|
)
|
|
(74
|
)
|
|
(571
|
)
|
|||
Operating loss
|
|
(745
|
)
|
|
(92
|
)
|
|
(653
|
)
|
|||
Depreciation and amortization expense
|
|
54
|
|
|
38
|
|
|
16
|
|
|||
Other income and expense, net
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
EBITDA
|
|
(691
|
)
|
|
(53
|
)
|
|
(638
|
)
|
|||
Mark-to-market adjustments
|
|
49
|
|
|
(6
|
)
|
|
55
|
|
|||
Impairments
|
|
645
|
|
|
74
|
|
|
571
|
|
|||
Other
|
|
24
|
|
|
12
|
|
|
12
|
|
|||
Adjusted EBITDA (1)
|
|
$
|
27
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated
|
|
14.4
|
|
|
15.9
|
|
|
(1.5
|
)
|
|||
IMA for Coal-Fired Facilities (2)
|
|
89
|
%
|
|
87
|
%
|
|
|
||||
Average Capacity Factor for Coal-Fired Facilities (3)
|
|
63
|
%
|
|
61
|
%
|
|
|
||||
Average Market On-Peak Power Prices ($/MWh) (4):
|
|
|
|
|
|
|
||||||
Indiana (Indy Hub)
|
|
$
|
33.71
|
|
|
$
|
33.50
|
|
|
$
|
0.21
|
|
Commonwealth Edison (NI Hub)
|
|
$
|
31.98
|
|
|
$
|
33.98
|
|
|
$
|
(2.00
|
)
|
(1)
|
2015 is not adjusted for Wood River’s energy margin and O&M costs of $13 million which are excluded in 2016.
|
(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. The 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.
|
|
|
Year Ended December 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2016
|
|
2015
|
|
|||||||
Operating Revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
619
|
|
|
$
|
681
|
|
|
$
|
(62
|
)
|
Capacity
|
|
140
|
|
|
124
|
|
|
16
|
|
|||
Mark-to-market income, net
|
|
2
|
|
|
10
|
|
|
(8
|
)
|
|||
Contract amortization
|
|
(13
|
)
|
|
(25
|
)
|
|
12
|
|
|||
Other
|
|
6
|
|
|
9
|
|
|
(3
|
)
|
|||
Total operating revenues
|
|
754
|
|
|
799
|
|
|
(45
|
)
|
|||
Operating Costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(471
|
)
|
|
(537
|
)
|
|
66
|
|
|||
Contract amortization
|
|
21
|
|
|
31
|
|
|
(10
|
)
|
|||
Total operating costs
|
|
(450
|
)
|
|
(506
|
)
|
|
56
|
|
|||
Gross margin
|
|
304
|
|
|
293
|
|
|
11
|
|
|||
Operating and maintenance expense
|
|
(204
|
)
|
|
(215
|
)
|
|
11
|
|
|||
Depreciation expense
|
|
(32
|
)
|
|
(29
|
)
|
|
(3
|
)
|
|||
Impairments
|
|
(148
|
)
|
|
—
|
|
|
(148
|
)
|
|||
Acquisition and integration costs
|
|
8
|
|
|
—
|
|
|
8
|
|
|||
Gain on sale of assets, net
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Other
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||
Operating income (loss)
|
|
(87
|
)
|
|
49
|
|
|
(136
|
)
|
|||
Depreciation and amortization expense
|
|
33
|
|
|
35
|
|
|
(2
|
)
|
|||
Bankruptcy reorganization items
|
|
(96
|
)
|
|
—
|
|
|
(96
|
)
|
|||
Other income and expense, net
|
|
15
|
|
|
—
|
|
|
15
|
|
|||
EBITDA
|
|
(135
|
)
|
|
84
|
|
|
(219
|
)
|
|||
Adjustment to exclude noncontrolling interest
|
|
2
|
|
|
3
|
|
|
(1
|
)
|
|||
Acquisition, integration and restructuring costs
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||
Bankruptcy reorganization items
|
|
96
|
|
|
—
|
|
|
96
|
|
|||
Mark-to-market adjustments
|
|
(2
|
)
|
|
(10
|
)
|
|
8
|
|
|||
Impairments
|
|
148
|
|
|
—
|
|
|
148
|
|
|||
Gain on sale of assets, net
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Non-cash compensation expense
|
|
6
|
|
|
—
|
|
|
6
|
|
|||
Other
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Adjusted EBITDA
|
|
$
|
102
|
|
|
$
|
77
|
|
|
$
|
25
|
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated
|
|
15.4
|
|
|
18.5
|
|
|
(3.1
|
)
|
|||
IMA for IPH Facilities (1)
|
|
89
|
%
|
|
89
|
%
|
|
|
||||
Average Capacity Factor for IPH Facilities (2)
|
|
46
|
%
|
|
52
|
%
|
|
|
||||
Average Market On-Peak Power Prices ($/MWh) (3):
|
|
|
|
|
|
|
||||||
Indiana (Indy Hub)
|
|
$
|
33.71
|
|
|
$
|
33.50
|
|
|
$
|
0.21
|
|
Commonwealth Edison (NI Hub)
|
|
$
|
31.98
|
|
|
$
|
33.98
|
|
|
$
|
(2.00
|
)
|
(1)
|
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 calculation excludes CTs.
|
(2)
|
Reflects actual production as a percentage of available capacity. The calculation excludes CTs.
|
(3)
|
Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.
|
|
|
(in millions)
|
||
Higher capacity revenues due to higher pricing and volumes
|
|
$
|
16
|
|
Lower O&M costs primarily due to fewer planned outages
|
|
$
|
15
|
|
|
|
Year Ended December 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2016
|
|
2015
|
|
|||||||
Operating Revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
88
|
|
|
$
|
125
|
|
|
$
|
(37
|
)
|
Capacity
|
|
40
|
|
|
31
|
|
|
9
|
|
|||
Mark-to-market income, net
|
|
—
|
|
|
4
|
|
|
(4
|
)
|
|||
Contract amortization
|
|
(10
|
)
|
|
(7
|
)
|
|
(3
|
)
|
|||
Other
|
|
24
|
|
|
25
|
|
|
(1
|
)
|
|||
Total operating revenues
|
|
142
|
|
|
178
|
|
|
(36
|
)
|
|||
Operating Costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(69
|
)
|
|
(105
|
)
|
|
36
|
|
|||
Total operating costs
|
|
(69
|
)
|
|
(105
|
)
|
|
36
|
|
|||
Gross margin
|
|
73
|
|
|
73
|
|
|
—
|
|
|||
Operating and maintenance expense
|
|
(36
|
)
|
|
(32
|
)
|
|
(4
|
)
|
|||
Depreciation expense
|
|
(42
|
)
|
|
(48
|
)
|
|
6
|
|
|||
Loss on sale of assets, net
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|||
Operating loss
|
|
(5
|
)
|
|
(8
|
)
|
|
3
|
|
|||
Depreciation and amortization expense
|
|
53
|
|
|
55
|
|
|
(2
|
)
|
|||
Other income and expense, net
|
|
12
|
|
|
—
|
|
|
12
|
|
|||
EBITDA
|
|
60
|
|
|
47
|
|
|
13
|
|
|||
Mark-to-market adjustments
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
|||
Loss on sale of assets, net
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Other
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Adjusted EBITDA
|
|
$
|
59
|
|
|
$
|
44
|
|
|
$
|
15
|
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated
|
|
2.6
|
|
|
4.0
|
|
|
(1.4
|
)
|
|||
IMA for Combined-Cycle Facilities (1)
|
|
96
|
%
|
|
96
|
%
|
|
|
||||
Average Capacity Factor for Combined-Cycle Facilities (2)
|
|
27
|
%
|
|
38
|
%
|
|
|
||||
Average Market On-Peak Spark Spreads ($/MWh) (3):
|
|
|
|
|
|
|
||||||
North of Path 15 (NP 15)
|
|
$
|
12.67
|
|
|
$
|
14.32
|
|
|
$
|
(1.65
|
)
|
Average natural gas price—PG&E Citygate ($/MMBtu) (4)
|
|
$
|
2.70
|
|
|
$
|
2.99
|
|
|
$
|
(0.29
|
)
|
(1)
|
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. The calculation excludes CTs.
|
(2)
|
Reflects actual production as a percentage of available capacity. The calculation excludes CTs.
|
(3)
|
Reflects the average of the on-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.
|
(4)
|
Reflects the average of daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
|
|
Year Ended December 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(amounts in millions)
|
|
2015
|
|
2014
|
|
|||||||
Revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
3,054
|
|
|
$
|
2,290
|
|
|
$
|
764
|
|
Capacity
|
|
671
|
|
|
293
|
|
|
378
|
|
|||
Mark-to-market income (loss), net
|
|
127
|
|
|
(28
|
)
|
|
155
|
|
|||
Contract amortization
|
|
(83
|
)
|
|
(111
|
)
|
|
28
|
|
|||
Other
|
|
101
|
|
|
53
|
|
|
48
|
|
|||
Total revenues
|
|
3,870
|
|
|
2,497
|
|
|
1,373
|
|
|||
Cost of sales, excluding depreciation expense
|
|
(2,028
|
)
|
|
(1,661
|
)
|
|
(367
|
)
|
|||
Gross margin
|
|
1,842
|
|
|
836
|
|
|
1,006
|
|
|||
Operating and maintenance expense
|
|
(839
|
)
|
|
(477
|
)
|
|
(362
|
)
|
|||
Depreciation expense
|
|
(587
|
)
|
|
(247
|
)
|
|
(340
|
)
|
|||
Impairments
|
|
(99
|
)
|
|
—
|
|
|
(99
|
)
|
|||
Gain (loss) on sale of assets, net
|
|
(1
|
)
|
|
18
|
|
|
(19
|
)
|
|||
General and administrative expense
|
|
(128
|
)
|
|
(114
|
)
|
|
(14
|
)
|
|||
Acquisition and integration costs
|
|
(124
|
)
|
|
(35
|
)
|
|
(89
|
)
|
|||
Operating income (loss)
|
|
64
|
|
|
(19
|
)
|
|
83
|
|
|||
Bankruptcy reorganization items
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|||
Earnings from unconsolidated investments
|
|
1
|
|
|
10
|
|
|
(9
|
)
|
|||
Interest expense
|
|
(546
|
)
|
|
(223
|
)
|
|
(323
|
)
|
|||
Other income and expense, net
|
|
54
|
|
|
(39
|
)
|
|
93
|
|
|||
Loss before income taxes
|
|
(427
|
)
|
|
(268
|
)
|
|
(159
|
)
|
|||
Income tax benefit
|
|
474
|
|
|
1
|
|
|
473
|
|
|||
Net income (loss)
|
|
47
|
|
|
(267
|
)
|
|
314
|
|
|||
Less: Net income (loss) attributable to noncontrolling interest
|
|
(3
|
)
|
|
6
|
|
|
(9
|
)
|
|||
Net income (loss) attributable to Dynegy Inc.
|
|
$
|
50
|
|
|
$
|
(273
|
)
|
|
$
|
323
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other
|
|
Total
|
||||||||||||||
Revenues
|
|
$
|
1,716
|
|
|
$
|
695
|
|
|
$
|
482
|
|
|
$
|
799
|
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
3,870
|
|
Cost of sales, excluding depreciation expense
|
|
(716
|
)
|
|
(414
|
)
|
|
(287
|
)
|
|
(506
|
)
|
|
(105
|
)
|
|
—
|
|
|
(2,028
|
)
|
|||||||
Gross margin
|
|
1,000
|
|
|
281
|
|
|
195
|
|
|
293
|
|
|
73
|
|
|
—
|
|
|
1,842
|
|
|||||||
Operating and maintenance expense
|
|
(296
|
)
|
|
(126
|
)
|
|
(174
|
)
|
|
(215
|
)
|
|
(32
|
)
|
|
4
|
|
|
(839
|
)
|
|||||||
Depreciation expense
|
|
(281
|
)
|
|
(186
|
)
|
|
(39
|
)
|
|
(29
|
)
|
|
(48
|
)
|
|
(4
|
)
|
|
(587
|
)
|
|||||||
Impairments
|
|
—
|
|
|
(25
|
)
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|||||||
Loss on sale of assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
(128
|
)
|
|||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
(124
|
)
|
|||||||
Operating income (loss)
|
|
$
|
423
|
|
|
$
|
(56
|
)
|
|
$
|
(92
|
)
|
|
$
|
49
|
|
|
$
|
(8
|
)
|
|
$
|
(252
|
)
|
|
$
|
64
|
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||||||
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other
|
|
Total
|
||||||||||||||
Revenues
|
|
$
|
331
|
|
|
$
|
457
|
|
|
$
|
605
|
|
|
$
|
846
|
|
|
$
|
258
|
|
|
$
|
—
|
|
|
$
|
2,497
|
|
Cost of sales, excluding depreciation expense
|
|
(215
|
)
|
|
(313
|
)
|
|
(346
|
)
|
|
(596
|
)
|
|
(191
|
)
|
|
—
|
|
|
(1,661
|
)
|
|||||||
Gross margin
|
|
116
|
|
|
144
|
|
|
259
|
|
|
250
|
|
|
67
|
|
|
—
|
|
|
836
|
|
|||||||
Operating and maintenance expense
|
|
(33
|
)
|
|
(39
|
)
|
|
(156
|
)
|
|
(199
|
)
|
|
(51
|
)
|
|
1
|
|
|
(477
|
)
|
|||||||
Depreciation expense
|
|
(84
|
)
|
|
(26
|
)
|
|
(51
|
)
|
|
(37
|
)
|
|
(44
|
)
|
|
(5
|
)
|
|
(247
|
)
|
|||||||
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
17
|
|
|
18
|
|
|||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
(114
|
)
|
|||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(19
|
)
|
|
(35
|
)
|
|||||||
Operating income (loss)
|
|
$
|
(1
|
)
|
|
$
|
79
|
|
|
$
|
52
|
|
|
$
|
(2
|
)
|
|
$
|
(27
|
)
|
|
$
|
(120
|
)
|
|
$
|
(19
|
)
|
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Total
|
||||||||||||
Revenues, net of hedges, attributable to newly acquired Duke Midwest and EquiPower plants in 2015
|
|
$
|
1,320
|
|
|
$
|
383
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,703
|
|
Lower revenues attributable to our legacy plants, including IPH:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Higher (lower) power prices and spark spreads (1)
|
|
(237
|
)
|
|
(92
|
)
|
|
10
|
|
|
(83
|
)
|
|
(53
|
)
|
|
(455
|
)
|
||||||
Higher (lower) generation volumes (1)
|
|
251
|
|
|
(17
|
)
|
|
(104
|
)
|
|
(114
|
)
|
|
(33
|
)
|
|
(17
|
)
|
||||||
Higher capacity revenues
|
|
14
|
|
|
27
|
|
|
12
|
|
|
82
|
|
|
3
|
|
|
138
|
|
||||||
Change in MTM value of derivative transactions
|
|
28
|
|
|
12
|
|
|
(38
|
)
|
|
48
|
|
|
3
|
|
|
53
|
|
||||||
Lower (higher) contract amortization
|
|
—
|
|
|
65
|
|
|
—
|
|
|
15
|
|
|
(2
|
)
|
|
78
|
|
||||||
Expiration of ConEd contract at Independence
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97
|
)
|
||||||
Other (2)
|
|
9
|
|
|
(43
|
)
|
|
(3
|
)
|
|
5
|
|
|
2
|
|
|
(30
|
)
|
||||||
Total change in revenues
|
|
$
|
1,385
|
|
|
$
|
238
|
|
|
$
|
(123
|
)
|
|
$
|
(47
|
)
|
|
$
|
(80
|
)
|
|
$
|
1,373
|
|
(1)
|
Decrease at our legacy plants, excluding PJM, due to lower demand in our generation areas as a result of milder temperatures.
|
(2)
|
Other primarily consists of ancillary, tolling, transmission and gas revenues.
|
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Total
|
||||||||||||
Cost of sales attributable to newly acquired Duke Midwest and EquiPower plants in 2015
|
|
$
|
510
|
|
|
$
|
254
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
764
|
|
Lower cost of sales attributable to our legacy plants, including IPH:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lower prices
|
|
(107
|
)
|
|
(148
|
)
|
|
(2
|
)
|
|
(14
|
)
|
|
(59
|
)
|
|
(330
|
)
|
||||||
Higher (lower) generation volumes
|
|
81
|
|
|
(5
|
)
|
|
(54
|
)
|
|
(118
|
)
|
|
(17
|
)
|
|
(113
|
)
|
||||||
Higher (lower) transportation costs
|
|
1
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(11
|
)
|
||||||
Lower contract amortization
|
|
—
|
|
|
1
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
17
|
|
||||||
Other (1)
|
|
16
|
|
|
4
|
|
|
(3
|
)
|
|
26
|
|
|
(3
|
)
|
|
40
|
|
||||||
Total change in cost of sales
|
|
$
|
501
|
|
|
$
|
101
|
|
|
$
|
(59
|
)
|
|
$
|
(90
|
)
|
|
$
|
(86
|
)
|
|
$
|
367
|
|
(1)
|
Other primarily consists of transmission costs and various non-recurring expenses.
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other
|
|
Total
|
||||||||||||||
Net income attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
50
|
|
||||||||||||
Loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|||||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(474
|
)
|
|||||||||||||
Other income and expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54
|
)
|
|||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
546
|
|
|||||||||||||
Earnings from unconsolidated investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|||||||||||||
Operating income (loss)
|
|
$
|
423
|
|
|
$
|
(56
|
)
|
|
$
|
(92
|
)
|
|
$
|
49
|
|
|
$
|
(8
|
)
|
|
$
|
(252
|
)
|
|
$
|
64
|
|
Depreciation and amortization expense
|
|
275
|
|
|
195
|
|
|
38
|
|
|
35
|
|
|
55
|
|
|
4
|
|
|
602
|
|
|||||||
Earnings from unconsolidated investments
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Other income and expense, net
|
|
(2
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
54
|
|
|||||||
EBITDA
|
|
697
|
|
|
139
|
|
|
(53
|
)
|
|
84
|
|
|
47
|
|
|
(193
|
)
|
|
721
|
|
|||||||
Adjustments to reflect Adjusted EBITDA from unconsolidated investment and exclude noncontrolling interest
|
|
12
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|
124
|
|
|||||||
Mark-to-market adjustments, including warrants
|
|
(58
|
)
|
|
11
|
|
|
(6
|
)
|
|
(10
|
)
|
|
(4
|
)
|
|
(54
|
)
|
|
(121
|
)
|
|||||||
Impairments
|
|
—
|
|
|
25
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|||||||
Loss on sale of assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Other (1)
|
|
(2
|
)
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
11
|
|
|||||||
Adjusted EBITDA (2)
|
|
$
|
649
|
|
|
$
|
175
|
|
|
$
|
27
|
|
|
$
|
77
|
|
|
$
|
44
|
|
|
$
|
(122
|
)
|
|
$
|
850
|
|
(1)
|
Other includes an adjustment to exclude costs related to the Baldwin transformer project of $7 million.
|
(2)
|
Not adjusted for the following items which are excluded in 2016: (i) non-cash compensation expense of $27 million, and (ii) Wood River’s energy margin and O&M costs of
$13 million
.
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||||||
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other
|
|
Total
|
||||||||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(273
|
)
|
||||||||||||
Income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|||||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|||||||||||||
Other income and expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39
|
|
|||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
223
|
|
|||||||||||||
Earnings from unconsolidated investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
|||||||||||||
Bankruptcy reorganization items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|||||||||||||
Operating income (loss)
|
|
$
|
(1
|
)
|
|
$
|
79
|
|
|
$
|
52
|
|
|
$
|
(2
|
)
|
|
$
|
(27
|
)
|
|
$
|
(120
|
)
|
|
$
|
(19
|
)
|
Depreciation and amortization expense
|
|
86
|
|
|
82
|
|
|
51
|
|
|
36
|
|
|
49
|
|
|
5
|
|
|
309
|
|
|||||||
Bankruptcy reorganization items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|||||||
Other income and expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
|||||||
EBITDA
|
|
85
|
|
|
161
|
|
|
103
|
|
|
34
|
|
|
22
|
|
|
(141
|
)
|
|
264
|
|
|||||||
Adjustment to exclude noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
19
|
|
|
35
|
|
|||||||
Bankruptcy reorganization items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||||
Mark-to-market adjustments, including warrants
|
|
36
|
|
|
(1
|
)
|
|
(44
|
)
|
|
38
|
|
|
(1
|
)
|
|
40
|
|
|
68
|
|
|||||||
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(17
|
)
|
|
(18
|
)
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
7
|
|
|||||||
Adjusted EBITDA (1)
|
|
$
|
121
|
|
|
$
|
160
|
|
|
$
|
62
|
|
|
$
|
83
|
|
|
$
|
20
|
|
|
$
|
(99
|
)
|
|
$
|
347
|
|
(1)
|
Not adjusted for the following items which are excluded in 2016: (i) non-cash compensation expense of $19 million, and (ii) income attributable to Wood River’s energy margin and O&M costs of
$37 million
.
|
|
|
Year Ended December 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2015
|
|
2014
|
|
|||||||
Operating Revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
1,266
|
|
|
$
|
280
|
|
|
$
|
986
|
|
Capacity
|
|
345
|
|
|
70
|
|
|
275
|
|
|||
Mark-to-market income (loss), net
|
|
105
|
|
|
(36
|
)
|
|
141
|
|
|||
Contract amortization
|
|
(47
|
)
|
|
(2
|
)
|
|
(45
|
)
|
|||
Other
|
|
47
|
|
|
19
|
|
|
28
|
|
|||
Total operating revenues
|
|
1,716
|
|
|
331
|
|
|
1,385
|
|
|||
Operating Costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(771
|
)
|
|
(215
|
)
|
|
(556
|
)
|
|||
Contract amortization
|
|
55
|
|
|
—
|
|
|
55
|
|
|||
Total operating costs
|
|
(716
|
)
|
|
(215
|
)
|
|
(501
|
)
|
|||
Gross margin
|
|
1,000
|
|
|
116
|
|
|
884
|
|
|||
Operating and maintenance expense
|
|
(296
|
)
|
|
(33
|
)
|
|
(263
|
)
|
|||
Depreciation expense
|
|
(281
|
)
|
|
(84
|
)
|
|
(197
|
)
|
|||
Operating income (loss)
|
|
423
|
|
|
(1
|
)
|
|
424
|
|
|||
Depreciation and amortization expense
|
|
275
|
|
|
86
|
|
|
189
|
|
|||
Earnings from unconsolidated investments
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Other income and expense, net
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
EBITDA
|
|
697
|
|
|
85
|
|
|
612
|
|
|||
Adjustment to reflect Adjusted EBITDA from unconsolidated investment
|
|
12
|
|
|
—
|
|
|
12
|
|
|||
Mark-to-market adjustments
|
|
(58
|
)
|
|
36
|
|
|
(94
|
)
|
|||
Other
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Adjusted EBITDA
|
|
$
|
649
|
|
|
$
|
121
|
|
|
$
|
528
|
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated (1)
|
|
40.4
|
|
|
5.8
|
|
|
34.6
|
|
|||
IMA (1)(2):
|
|
|
|
|
|
|
||||||
Combined-Cycle Facilities
|
|
99
|
%
|
|
98
|
%
|
|
|
||||
Coal-Fired Facilities
|
|
74
|
%
|
|
N/A
|
|
|
|
||||
Average Capacity Factor (1)(3):
|
|
|
|
|
|
|
||||||
Combined-Cycle Facilities
|
|
75
|
%
|
|
38
|
%
|
|
|
||||
Coal-Fired Facilities
|
|
51
|
%
|
|
N/A
|
|
|
|
||||
Average Market On-Peak Spark Spreads ($/MWh) (4):
|
|
|
|
|
|
|
||||||
PJM West
|
|
$
|
25.24
|
|
|
$
|
26.82
|
|
|
$
|
(1.58
|
)
|
AD Hub
|
|
$
|
28.22
|
|
|
$
|
31.94
|
|
|
$
|
(3.72
|
)
|
Average Market On-Peak Power Prices ($/MWh) (5):
|
|
|
|
|
|
|
||||||
PJM West
|
|
$
|
43.21
|
|
|
$
|
62.71
|
|
|
$
|
(19.50
|
)
|
AD Hub
|
|
$
|
37.52
|
|
|
$
|
54.86
|
|
|
$
|
(17.34
|
)
|
Average natural gas price—TetcoM3 ($/MMBtu) (6)
|
|
$
|
2.57
|
|
|
$
|
5.13
|
|
|
$
|
(2.56
|
)
|
(1)
|
Reflects the activity for the period in which the Acquisitions were included in our consolidated results.
|
(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. The calculation excludes certain events outside of management control such as weather related issues. The calculation excludes CTs.
|
(3)
|
Reflects actual production as a percentage of available capacity. The calculation excludes CTs.
|
(4)
|
Reflects the average of the on-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.
|
(5)
|
Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.
|
(6)
|
Reflects the average of daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
|
|
Year Ended December 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2015
|
|
2014
|
|
|||||||
Operating Revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
524
|
|
|
$
|
356
|
|
|
$
|
168
|
|
Capacity
|
|
154
|
|
|
148
|
|
|
6
|
|
|||
Mark-to-market income, net
|
|
2
|
|
|
1
|
|
|
1
|
|
|||
Contract amortization
|
|
(4
|
)
|
|
(64
|
)
|
|
60
|
|
|||
Other
|
|
19
|
|
|
16
|
|
|
3
|
|
|||
Total operating revenues
|
|
695
|
|
|
457
|
|
|
238
|
|
|||
Operating Costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(410
|
)
|
|
(321
|
)
|
|
(89
|
)
|
|||
Contract amortization
|
|
(4
|
)
|
|
8
|
|
|
(12
|
)
|
|||
Total operating costs
|
|
(414
|
)
|
|
(313
|
)
|
|
(101
|
)
|
|||
Gross margin
|
|
281
|
|
|
144
|
|
|
137
|
|
|||
Operating and maintenance expense
|
|
(126
|
)
|
|
(39
|
)
|
|
(87
|
)
|
|||
Depreciation expense
|
|
(186
|
)
|
|
(26
|
)
|
|
(160
|
)
|
|||
Impairments
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|||
Operating income (loss)
|
|
(56
|
)
|
|
79
|
|
|
(135
|
)
|
|||
Depreciation and amortization expense
|
|
195
|
|
|
82
|
|
|
113
|
|
|||
EBITDA
|
|
139
|
|
|
161
|
|
|
(22
|
)
|
|||
Mark-to-market adjustments
|
|
11
|
|
|
(1
|
)
|
|
12
|
|
|||
Impairments
|
|
25
|
|
|
—
|
|
|
25
|
|
|||
Adjusted EBITDA
|
|
$
|
175
|
|
|
$
|
160
|
|
|
$
|
15
|
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated (1)
|
|
15.7
|
|
|
7.1
|
|
|
8.6
|
|
|||
IMA for Combined-Cycle Facilities (1)(2)
|
|
98
|
%
|
|
100
|
%
|
|
|
||||
Average Capacity Factor for Combined-Cycle Facilities (1)(3)
|
|
56
|
%
|
|
52
|
%
|
|
|
||||
Average Market On-Peak Spark Spreads ($/MWh) (4):
|
|
|
|
|
|
|
||||||
New York—Zone A
|
|
$
|
27.60
|
|
|
$
|
34.64
|
|
|
$
|
(7.04
|
)
|
Mass Hub
|
|
$
|
15.23
|
|
|
$
|
20.08
|
|
|
$
|
(4.85
|
)
|
Average Market On-Peak Power Prices ($/MWh) (5):
|
|
|
|
|
|
|
||||||
Mass Hub
|
|
$
|
48.96
|
|
|
$
|
76.97
|
|
|
$
|
(28.01
|
)
|
Average natural gas price—Algonquin Citygates ($/MMBtu) (6)
|
|
$
|
4.82
|
|
|
$
|
8.13
|
|
|
$
|
(3.31
|
)
|
(1)
|
Reflects the activity for the period in which the Acquisitions were included in our consolidated results.
|
(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. The calculation excludes certain events outside of management control such as weather related issues. The calculation excludes our Brayton Point facility.
|
(3)
|
Reflects actual production as a percentage of available capacity. The calculation excludes our Brayton Point facility.
|
(4)
|
Reflects the average of the on-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.
|
(5)
|
Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.
|
(6)
|
Reflects the average of daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
|
|
Year Ended December 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2015
|
|
2014
|
|
|||||||
Operating Revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
458
|
|
|
$
|
552
|
|
|
$
|
(94
|
)
|
Capacity
|
|
17
|
|
|
5
|
|
|
12
|
|
|||
Mark-to-market income, net
|
|
6
|
|
|
44
|
|
|
(38
|
)
|
|||
Other
|
|
1
|
|
|
4
|
|
|
(3
|
)
|
|||
Total operating revenues
|
|
482
|
|
|
605
|
|
|
(123
|
)
|
|||
Operating Costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(293
|
)
|
|
(352
|
)
|
|
59
|
|
|||
Contract amortization
|
|
6
|
|
|
6
|
|
|
—
|
|
|||
Total operating costs
|
|
(287
|
)
|
|
(346
|
)
|
|
59
|
|
|||
Gross margin
|
|
195
|
|
|
259
|
|
|
(64
|
)
|
|||
Operating and maintenance expense
|
|
(174
|
)
|
|
(156
|
)
|
|
(18
|
)
|
|||
Depreciation expense
|
|
(39
|
)
|
|
(51
|
)
|
|
12
|
|
|||
Impairments
|
|
(74
|
)
|
|
—
|
|
|
(74
|
)
|
|||
Operating income (loss)
|
|
(92
|
)
|
|
52
|
|
|
(144
|
)
|
|||
Depreciation and amortization expense
|
|
38
|
|
|
51
|
|
|
(13
|
)
|
|||
Other income and expense, net
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
EBITDA
|
|
(53
|
)
|
|
103
|
|
|
(156
|
)
|
|||
Mark-to-market adjustments
|
|
(6
|
)
|
|
(44
|
)
|
|
38
|
|
|||
Impairments
|
|
74
|
|
|
—
|
|
|
74
|
|
|||
Other
|
|
12
|
|
|
3
|
|
|
9
|
|
|||
Adjusted EBITDA (1)
|
|
$
|
27
|
|
|
$
|
62
|
|
|
$
|
(35
|
)
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated
|
|
15.9
|
|
|
19.1
|
|
|
(3.2
|
)
|
|||
IMA for Coal-Fired Facilities (2)
|
|
87
|
%
|
|
88
|
%
|
|
|
||||
Average Capacity Factor for Coal-Fired Facilities (3)
|
|
61
|
%
|
|
72
|
%
|
|
|
||||
Average Market On-Peak Power Prices ($/MWh) (4):
|
|
|
|
|
|
|
||||||
Indiana (Indy Hub)
|
|
$
|
33.50
|
|
|
$
|
48.28
|
|
|
$
|
(14.78
|
)
|
Commonwealth Edison (NI Hub)
|
|
$
|
33.98
|
|
|
$
|
50.60
|
|
|
$
|
(16.62
|
)
|
(1)
|
2015 and 2014 are not adjusted for Wood River’s energy margin and O&M costs of
$13 million
and
$37 million
respectively, which are excluded in 2016.
|
(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. The 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.
|
|
|
(in millions)
|
||
Lower energy margin, net of hedges, primarily due to lower generation volumes as a result of milder weather
|
|
$
|
(30
|
)
|
Higher capacity revenues as a result of higher pricing and volumes
|
|
$
|
12
|
|
Higher O&M costs due to planned and unplanned outages
|
|
$
|
(12
|
)
|
|
|
Year Ended December 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2015
|
|
2014
|
|
|||||||
Operating Revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
681
|
|
|
$
|
886
|
|
|
$
|
(205
|
)
|
Capacity
|
|
124
|
|
|
42
|
|
|
82
|
|
|||
Mark-to-market income (loss), net
|
|
10
|
|
|
(38
|
)
|
|
48
|
|
|||
Contract amortization
|
|
(25
|
)
|
|
(40
|
)
|
|
15
|
|
|||
Other
|
|
9
|
|
|
(4
|
)
|
|
13
|
|
|||
Total operating revenues
|
|
799
|
|
|
846
|
|
|
(47
|
)
|
|||
Operating Costs
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
|
(537
|
)
|
|
(643
|
)
|
|
106
|
|
|||
Contract amortization
|
|
31
|
|
|
47
|
|
|
(16
|
)
|
|||
Total operating costs
|
|
(506
|
)
|
|
(596
|
)
|
|
90
|
|
|||
Gross margin
|
|
293
|
|
|
250
|
|
|
43
|
|
|||
Operating and maintenance expense
|
|
(215
|
)
|
|
(199
|
)
|
|
(16
|
)
|
|||
Depreciation expense
|
|
(29
|
)
|
|
(37
|
)
|
|
8
|
|
|||
Acquisition and integration costs
|
|
—
|
|
|
(16
|
)
|
|
16
|
|
|||
Operating income (loss)
|
|
49
|
|
|
(2
|
)
|
|
51
|
|
|||
Depreciation and amortization expense
|
|
35
|
|
|
36
|
|
|
(1
|
)
|
|||
EBITDA
|
|
84
|
|
|
34
|
|
|
50
|
|
|||
Adjustments to exclude noncontrolling interest
|
|
3
|
|
|
(6
|
)
|
|
9
|
|
|||
Acquisition, integration and restructuring costs
|
|
—
|
|
|
16
|
|
|
(16
|
)
|
|||
Mark-to-market adjustments
|
|
(10
|
)
|
|
38
|
|
|
(48
|
)
|
|||
Other
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Adjusted EBITDA
|
|
$
|
77
|
|
|
$
|
83
|
|
|
$
|
(6
|
)
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated
|
|
18.5
|
|
|
23.7
|
|
|
(5.2
|
)
|
|||
IMA for IPH Facilities (1)
|
|
89
|
%
|
|
89
|
%
|
|
|
||||
Average Capacity Factor for IPH Facilities (2)
|
|
52
|
%
|
|
68
|
%
|
|
|
||||
Average Market On-Peak Power Prices ($/MWh) (3):
|
|
|
|
|
|
|
||||||
Indiana (Indy Hub)
|
|
$
|
33.50
|
|
|
$
|
48.28
|
|
|
$
|
(14.78
|
)
|
Commonwealth Edison (NI Hub)
|
|
$
|
33.98
|
|
|
$
|
50.60
|
|
|
$
|
(16.62
|
)
|
(1)
|
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 calculation excludes CTs.
|
(2)
|
Reflects actual production as a percentage of available capacity. The calculation excludes CTs.
|
(3)
|
Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.
|
|
|
Year Ended December 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2015
|
|
2014
|
|
|||||||
Operating Revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
125
|
|
|
$
|
216
|
|
|
$
|
(91
|
)
|
Capacity
|
|
31
|
|
|
28
|
|
|
3
|
|
|||
Mark-to-market income, net
|
|
4
|
|
|
1
|
|
|
3
|
|
|||
Contract amortization
|
|
(7
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|||
Other
|
|
25
|
|
|
18
|
|
|
7
|
|
|||
Total operating revenues
|
|
178
|
|
|
258
|
|
|
(80
|
)
|
|||
Operating Costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(105
|
)
|
|
(191
|
)
|
|
86
|
|
|||
Total operating costs
|
|
(105
|
)
|
|
(191
|
)
|
|
86
|
|
|||
Gross margin
|
|
73
|
|
|
67
|
|
|
6
|
|
|||
Operating and maintenance expense
|
|
(32
|
)
|
|
(51
|
)
|
|
19
|
|
|||
Depreciation expense
|
|
(48
|
)
|
|
(44
|
)
|
|
(4
|
)
|
|||
Gain (loss) on sale of assets, net
|
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
|||
Operating loss
|
|
(8
|
)
|
|
(27
|
)
|
|
19
|
|
|||
Depreciation and amortization expense
|
|
55
|
|
|
49
|
|
|
6
|
|
|||
EBITDA
|
|
47
|
|
|
22
|
|
|
25
|
|
|||
Mark-to-market adjustments
|
|
(4
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|||
Loss (gain) on sale of assets, net
|
|
1
|
|
|
(1
|
)
|
|
2
|
|
|||
Adjusted EBITDA
|
|
$
|
44
|
|
|
$
|
20
|
|
|
$
|
24
|
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated
|
|
4.0
|
|
|
4.2
|
|
|
(0.2
|
)
|
|||
IMA for Combined-Cycle Facilities (1)
|
|
96
|
%
|
|
98
|
%
|
|
|
||||
Average Capacity Factor for Combined-Cycle Facilities (2)
|
|
38
|
%
|
|
46
|
%
|
|
|
||||
Average Market On-Peak Spark Spreads ($/MWh) (3):
|
|
|
|
|
|
|
||||||
North of Path 15 (NP 15)
|
|
$
|
14.32
|
|
|
$
|
17.18
|
|
|
$
|
(2.86
|
)
|
Average natural gas price—PG&E Citygate ($/MMBtu) (4)
|
|
$
|
2.99
|
|
|
$
|
4.85
|
|
|
$
|
(1.86
|
)
|
(1)
|
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. The calculation excludes CTs.
|
(2)
|
Reflects actual production as a percentage of available capacity. The calculation excludes CTs.
|
(3)
|
Reflects the average of the on-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.
|
(4)
|
Reflects the average of daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
|
|
(in millions)
|
||
Higher capacity and tolling revenues due to higher volumes at Moss Landing
|
|
$
|
8
|
|
Lower O&M costs related to the reversal of a legal accrual for station power at Moss Landing and lower plant retirement and remediation costs at Morro Bay
|
|
$
|
18
|
|
|
|
2017
|
|
2018
|
|
2019 to 2021
|
Generation volumes hedged
|
|
82%
|
|
37%
|
|
4%
|
Coal requirements contracted (1)
|
|
85%
|
|
70%
|
|
11%
|
Coal requirements priced (1)
|
|
85%
|
|
70%
|
|
—%
|
Coal transportation requirements contracted (1)
|
|
100%
|
|
100%
|
|
100%
|
(1)
|
Excludes non-operated jointly-owned generating units.
|
|
|
2014-2015
|
|
2015-2016
|
|
2016-2017
|
|
2017-2018
|
|
2018-2019
|
|
2019-2020
|
||||||||||||||||||||||||||||
|
|
Legacy Capacity
|
|
Legacy Capacity
|
|
Legacy Capacity
|
|
CP
|
|
Legacy Capacity
|
|
CP
|
|
Base
|
|
CP
|
|
Base
|
|
CP
|
||||||||||||||||||||
RTO zone, price per MW-day
|
|
$
|
125.99
|
|
|
$
|
136.00
|
|
|
$
|
59.37
|
|
|
$
|
134.00
|
|
|
$
|
120.00
|
|
|
$
|
151.50
|
|
|
$
|
149.98
|
|
|
$
|
164.77
|
|
|
$
|
80.00
|
|
|
$
|
100.00
|
|
MAAC zone, price per MW-day
|
|
$
|
136.50
|
|
|
$
|
167.46
|
|
|
$
|
119.13
|
|
|
$
|
134.00
|
|
|
$
|
120.00
|
|
|
$
|
151.50
|
|
|
$
|
149.98
|
|
|
$
|
164.77
|
|
|
$
|
80.00
|
|
|
$
|
100.00
|
|
EMAAC zone, price per MW-day
|
|
$
|
136.50
|
|
|
$
|
167.46
|
|
|
$
|
119.13
|
|
|
$
|
134.00
|
|
|
$
|
120.00
|
|
|
$
|
151.50
|
|
|
$
|
210.63
|
|
|
$
|
225.42
|
|
|
$
|
99.77
|
|
|
$
|
119.77
|
|
COMED zone, price per MW-day
|
|
$
|
125.99
|
|
|
$
|
136.00
|
|
|
$
|
59.37
|
|
|
$
|
134.00
|
|
|
$
|
120.00
|
|
|
$
|
151.50
|
|
|
$
|
200.21
|
|
|
$
|
215.00
|
|
|
$
|
182.77
|
|
|
$
|
202.77
|
|
ATSI zone, price per MW-day
|
|
$
|
125.99
|
|
|
$
|
357.00
|
|
|
$
|
114.23
|
|
|
$
|
134.00
|
|
|
$
|
120.00
|
|
|
$
|
151.50
|
|
|
$
|
149.98
|
|
|
$
|
164.77
|
|
|
$
|
80.00
|
|
|
$
|
100.00
|
|
PPL zone, price per MW-day
|
|
$
|
136.50
|
|
|
$
|
167.46
|
|
|
$
|
119.13
|
|
|
$
|
134.00
|
|
|
$
|
120.00
|
|
|
$
|
151.50
|
|
|
$
|
75.00
|
|
|
$
|
164.77
|
|
|
$
|
80.00
|
|
|
$
|
100.00
|
|
|
|
2016-2017
|
|
2017-2018
|
|
2018-2019
|
|
2019-2020
|
Legacy/Base auction capacity sold, net (MW)
|
|
4,123
|
|
3,763
|
|
2,172
|
|
1,722
|
CP auction capacity sold, net (MW)
|
|
6,703
|
|
7,859
|
|
8,526
|
|
9,046
|
Bilateral capacity sold, net (MW)
|
|
85
|
|
—
|
|
295
|
|
200
|
Total segment capacity sold, net (MW)
|
|
10,911
|
|
11,622
|
|
10,993
|
|
10,968
|
Average price per MW-day
|
|
$120.35
|
|
$141.49
|
|
$179.06
|
|
$128.85
|
|
|
2017
|
|
2018
|
|
2019 to 2021
|
Generation volumes hedged (1)
|
|
69%
|
|
13%
|
|
5%
|
(1)
|
Excludes our Brayton Point facility and volumes subject to tolling agreements.
|
|
|
2014-2015
|
|
2015-2016
|
|
2016-2017
|
|
2017-2018
|
|
2018-2019
|
|
2019-2020
|
|
2020-2021
|
Price per kW-month
|
|
$3.21
|
|
$3.43
|
|
$3.15
|
|
$7.03
|
|
$9.55
|
|
$7.03
|
|
$5.30
|
|
|
2016-2017
|
|
2017-2018
|
|
2018-2019
|
|
2019-2020
|
|
2020-2021
|
Auction capacity sold (MW)
|
|
3,915
|
|
3,433
|
|
3,471
|
|
3,500
|
|
3,595
|
Bilateral capacity sold (MW)
|
|
199
|
|
148
|
|
91
|
|
44
|
|
—
|
Total capacity sold (MW)
|
|
4,114
|
|
3,581
|
|
3,562
|
|
3,544
|
|
3,595
|
Average price per kW-month
|
|
$3.22
|
|
$6.98
|
|
$10.08
|
|
$7.02
|
|
$5.38
|
|
|
Winter 2014-2015
|
|
Summer 2015
|
|
Winter 2015-2016
|
|
Summer 2016
|
|
Winter 2016-2017
|
Price per kW-month
|
|
$2.90
|
|
$3.50
|
|
$1.25
|
|
$3.62
|
|
$0.75
|
|
|
Winter 2016-2017
|
|
Summer 2017
|
|
Winter 2017-2018
|
|
Summer 2018
|
|
Winter 2018-2019
|
|
Summer 2019
|
Auction capacity sold (MW)
|
|
362
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Bilateral capacity sold (MW)
|
|
775
|
|
868
|
|
655
|
|
620
|
|
330
|
|
255
|
Total capacity sold (MW)
|
|
1,137
|
|
868
|
|
655
|
|
620
|
|
330
|
|
255
|
Average price per kW-month
|
|
$1.98
|
|
$3.44
|
|
$2.84
|
|
$3.66
|
|
$3.32
|
|
$3.39
|
|
|
2017
|
|
2018
|
|
2019 to 2021
|
Generation volumes hedged
|
|
19%
|
|
10%
|
|
—%
|
Coal requirements contracted
|
|
100%
|
|
—%
|
|
—%
|
Coal requirements priced
|
|
100%
|
|
—%
|
|
—%
|
Coal transportation requirements contracted
|
|
100%
|
|
100%
|
|
—%
|
|
|
2017
|
|
2018
|
|
2019 to 2021
|
Generation volumes hedged (1)
|
|
73%
|
|
42%
|
|
5%
|
Coal requirements contracted
|
|
90%
|
|
68%
|
|
40%
|
Coal requirements priced
|
|
90%
|
|
68%
|
|
—%
|
Coal transportation requirements contracted
|
|
100%
|
|
98%
|
|
96%
|
(1)
|
Excludes Baldwin Unit 1 starting October 2018 and Hennepin Unit 1 starting June 2017.
|
|
|
2017
|
|
2018
|
|
2019 to 2021
|
Generation volumes hedged
|
|
75%
|
|
44%
|
|
20%
|
Coal requirements contracted
|
|
94%
|
|
49%
|
|
26%
|
Coal requirements priced
|
|
71%
|
|
45%
|
|
—%
|
Coal transportation requirements contracted
|
|
100%
|
|
100%
|
|
100%
|
|
|
2014-2015
|
|
2015-2016
|
|
2016-2017
|
Price per MW-day
|
|
$16.75
|
|
$150.00
|
|
$72.00
|
|
|
2016-2017
|
|
2017-2018
|
|
2018-2019
|
|
2019-2020
|
MISO Segment:
|
|
|
|
|
|
|
|
|
Bilateral capacity sold in MISO (MW)
|
|
1,011
|
|
1,075
|
|
242
|
|
185
|
Legacy/Base auction capacity sold in PJM (MW)
|
|
—
|
|
214
|
|
—
|
|
—
|
Total MISO segment capacity sold (MW)
|
|
1,011
|
|
1,289
|
|
242
|
|
185
|
Average price per kW-month
|
|
$2.75
|
|
$2.96
|
|
$2.68
|
|
$2.60
|
|
|
|
|
|
|
|
|
|
IPH Segment:
|
|
|
|
|
|
|
|
|
Bilateral capacity sold in MISO (MW)
|
|
2,246
|
|
2,250
|
|
1,837
|
|
570
|
Legacy/Base auction capacity sold in PJM (MW)
|
|
50
|
|
375
|
|
—
|
|
260
|
CP auction capacity sold in PJM (MW)
|
|
730
|
|
472
|
|
835
|
|
356
|
Total IPH segment capacity sold (MW)
|
|
3,026
|
|
3,097
|
|
2,672
|
|
1,186
|
Average price per kW-month
|
|
$4.26
|
|
$4.46
|
|
$4.98
|
|
$3.95
|
|
|
2017
|
|
2018
|
|
2019 to 2021
|
Generation volumes hedged
|
|
57%
|
|
—%
|
|
—%
|
|
|
2017
|
|
2018
|
|
2019
|
Bilateral capacity sold (Avg MW)
|
|
746
|
|
400
|
|
850
|
•
|
Revenue Recognition and Derivative Instruments;
|
•
|
Fair Value Measurements;
|
•
|
Accounting for Income Taxes;
|
•
|
Business Combinations;
|
•
|
Impairment of Long-Lived Assets; and
|
•
|
Goodwill Impairment.
|
•
|
a significant decrease in the market price of a long-lived asset (asset group);
|
•
|
a significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used, or in its physical condition;
|
•
|
a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator;
|
•
|
an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group);
|
•
|
a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and
|
•
|
a current expectation that it is more likely than not a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.
|
•
|
determination of decreases in the market price of an asset being a short-term or long-term, fundamental change;
|
•
|
the highest and best use of the asset;
|
•
|
forecasted environmental and regulatory changes;
|
•
|
management’s fundamental view of the long-term pricing environment for energy and capacity;
|
•
|
management’s forecast of gross margin, capital expenditures, and operations and maintenance costs;
|
•
|
remaining useful life of our assets;
|
•
|
salvage value;
|
•
|
discount rates; and
|
•
|
inflation rates.
|
•
|
a deterioration of general economic conditions, limitation on accessing capital, or other developments in equity and credit markets;
|
•
|
increases in costs which have a negative effect on earnings and cash flows;
|
•
|
overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings;
|
•
|
other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, contemplation of bankruptcy, or litigation;
|
•
|
a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit; and,
|
•
|
recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.
|
•
|
the highest and best use of the reporting units assets;
|
•
|
forecasted environmental and regulatory changes;
|
•
|
management’s fundamental view of the long-term pricing environment for energy and capacity;
|
•
|
remaining useful life of our assets;
|
•
|
salvage value;
|
•
|
discount rates; and
|
•
|
inflation rates.
|
(amounts in millions)
|
|
As of and for the Year Ended December 31, 2016
|
||
Fair value of portfolio at December 31, 2015
|
|
$
|
(90
|
)
|
Risk management losses recognized through the statement of operations in the period, net
|
|
61
|
|
|
Contracts realized or otherwise settled during the period
|
|
87
|
|
|
Change in collateral/margin netting
|
|
(52
|
)
|
|
Fair value of portfolio at December 31, 2016
|
|
$
|
6
|
|
(amounts in millions)
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Market quotations (1) (2)
|
|
$
|
(50
|
)
|
|
$
|
(20
|
)
|
|
$
|
(25
|
)
|
|
$
|
(4
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Prices based on models (2)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||||
Total (3)
|
|
$
|
(48
|
)
|
|
$
|
(20
|
)
|
|
$
|
(25
|
)
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Prices obtained from actively traded, liquid markets for commodities.
|
(2)
|
The market quotations category represents our transactions classified as Level 1 and Level 2. The prices based on models category represents transactions classified as Level 3. Please read
Note 4—Risk Management Activities, Derivatives and Financial Instruments
for further discussion.
|
(3)
|
Excludes
$54 million
of broker margin that has been netted against Risk management liabilities in our consolidated balance sheet. Please read
Note 4—Risk Management Activities, Derivatives and Financial Instruments
for further discussion.
|
•
|
manage and hedge our fixed-price purchase and sales commitments;
|
•
|
reduce our exposure to the volatility of cash market prices; and
|
•
|
hedge our fuel requirements for our generating facilities.
|
•
|
commodity price risks result from exposures to changes in spot prices, forward prices and volatilities in commodities, such as electricity, natural gas, coal, fuel oil, emissions and other similar products; and
|
•
|
interest rate risks primarily result from exposures to changes in the level, slope and curvature of the yield curve and the volatility of interest rates.
|
(amounts in millions)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
One day VaR—95 percent confidence level
|
|
$
|
38
|
|
|
$
|
20
|
|
One day VaR—99 percent confidence level
|
|
$
|
53
|
|
|
$
|
29
|
|
Average VaR—95 percent confidence level for the rolling twelve months ended
|
|
$
|
14
|
|
|
$
|
8
|
|
(amounts in millions)
|
|
Investment
Grade Quality
|
||
Type of Business:
|
|
|
|
|
Financial institutions
|
|
$
|
10
|
|
Oil and gas producers
|
|
6
|
|
|
Utility and power generators
|
|
63
|
|
|
Total
|
|
$
|
79
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Interest rate swaps (in millions of U.S. dollars)
|
|
$
|
769
|
|
|
$
|
777
|
|
Fixed interest rate paid (percent)
|
|
3.19
|
%
|
|
3.19
|
%
|
(i)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Plan Category
|
|
Number of securities
to be issued upon
exercise of
outstanding options and rights (a)
|
|
Weighted-average
exercise price of
outstanding options and rights (b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)) (c)
|
||||
Equity compensation plans approved by security holders (1)
|
|
5,248,580
|
|
|
$
|
19.01
|
|
|
2,268,505
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
5,248,580
|
|
|
$
|
19.01
|
|
|
2,268,505
|
|
(1)
|
The plan that is approved by our security holders is the 2012 Long Term Incentive Plan, as amended. Please read
Note 18—Capital Stock
—Stock Award Plans for further discussion.
|
Exhibit
Number
|
|
|
Description
|
1.1
|
|
|
Underwriting Agreement relating to the Common Stock, dated October 7, 2014, between Dynegy Inc. and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of Dynegy Inc. filed on October 14, 2014, File No. 001-33443).
|
1.2
|
|
|
Underwriting Agreement relating to the Mandatory Convertible Preferred Stock, dated October 7, 2014, between Dynegy Inc. and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the underwriters (incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K of Dynegy Inc. filed on October 14, 2014 File No. 001-33443).
|
1.3
|
|
|
Underwriting Agreement relating to the 4,000,000 7.00% Tangible Equity Units, dated as of June 15, 2016, among Dynegy Inc., Morgan Stanley & Co. LLC, and RBC Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of Dynegy Inc. filed on June 21, 2016 File No. 001-33443).
|
2.1
|
|
|
Confirmation Order for Dynegy Inc. and Dynegy Holdings, LLC, as entered by the United States Bankruptcy Court for the Southern District of New York on September 10, 2012 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc. and Dynegy Holdings, LLC filed on September 13, 2012, File No. 001-33443).
|
2.2
|
|
|
Purchase and Sale Agreement by and among Duke Energy SAM, LLC and Duke Energy Commercial Enterprises, Inc., as sellers, and Dynegy Resources I, LLC, as buyer, dated as of August 21, 2014 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc. filed on August 26, 2014 File No. 001-33443).*
|
2.3
|
|
|
Letter Agreement to Purchase and Sale Agreement by and among Duke Energy SAM, LLC and Duke Energy Commercial Enterprises, Inc., as sellers, and Dynegy Resources I, LLC, as buyer, dated as of October 24, 2014 (incorporated by reference to Exhibit 2.2 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2014 of Dynegy Inc. File No. 001-33443).*
|
2.4
|
|
|
Stock Purchase Agreement by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP and Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, EquiPower Resources Corp., Dynegy Resource II, LLC, and Dynegy Inc., for the limited purposes set forth therein, dated as of August 21, 2014 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Dynegy Inc. filed on August 26, 2014 File No. 001-33443).*
|
2.5
|
|
|
Letter Agreement to Purchase and Sale Agreement by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP and Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, EquiPower Resources Corp., Dynegy Resource II, LLC, and Dynegy Inc., for the limited purposes set forth therein, dated November 12, 2014 (incorporated by reference to Exhibit 2.5 to the Annual Report on Form 10-K for the Year Ended December 31, 2014 of Dynegy Inc. File No. 001-33443).
|
2.6
|
|
|
Letter Agreement to Purchase and Sale Agreement by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP and Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, EquiPower Resources Corp., Dynegy Resource II, LLC, and Dynegy Inc., for the limited purposes set forth therein, dated March 30, 2015 (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2015 of Dynegy Inc. File No. 001-33443).*
|
2.7
|
|
|
Amendment to Stock Purchase Agreement, dated as of March 30, 2015, by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP and Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, EquiPower Resources Corp., Dynegy Resource II, LLC, and Dynegy Inc., for the limited purposes set forth therein (incorporated by reference to Exhibit 2.1 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on April 1, 2015).
|
2.8
|
|
|
Stock Purchase Agreement and Agreement and Plan of Merger by and among Energy Capital Partners GP II, LP, Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-D, LP, Energy Capital Partners II-C (Cayman), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, Brayton Point Holdings, LLC, Dynegy Resource III, LLC, Dynegy Resource III-A, LLC, and Dynegy Inc., for the limited purposes set forth therein, dated as of August 21, 2014 (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-K of Dynegy Inc. filed on August 26, 2014 File No. 001-33443).*
|
2.9
|
|
|
Letter Agreement to Purchase and Sale Agreement by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP and Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, EquiPower Resources Corp., Dynegy Resource II, LLC, and Dynegy Inc., for the limited purposes set forth therein, and Stock Purchase Agreement and Agreement and Plan of Merger by and among Energy Capital Partners GP II, LP, Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-D, LP, Energy Capital Partners II-C (Cayman), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, Brayton Point Holdings, LLC, Dynegy Resource III, LLC, Dynegy Resource III-A, LLC, and Dynegy Inc., for the limited purposes set forth therein dated November 25, 2014 (incorporated by reference to Exhibit 2.7 to the Annual Report on Form 10-K for the Year Ended December 31, 2014 of Dynegy Inc. File No. 001-33443).
|
2.10
|
|
|
Revised Attachment A to the Letter Agreement to Purchase and Sale Agreement by and among Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-C (Direct IP), LP, Energy Capital Partners II-D, LP and Energy Capital Partners II (EquiPower Co-Invest), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, EquiPower Resources Corp., Dynegy Resource II, LLC, and Dynegy Inc., for the limited purposes set forth therein, and Stock Purchase Agreement and Agreement and Plan of Merger by and among Energy Capital Partners GP II, LP, Energy Capital Partners II, LP, Energy Capital Partners II-A, LP, Energy Capital Partners II-B, LP, Energy Capital Partners II-D, LP, Energy Capital Partners II-C (Cayman), LP, Energy Capital Partners II-C, LP, for the limited purposes set forth therein, Brayton Point Holdings, LLC, Dynegy Resource III, LLC, Dynegy Resource III-A, LLC, and Dynegy Inc., for the limited purposes set forth therein dated February 4, 2015 (incorporated by reference to Exhibit 2.8 to the Annual Report on Form 10-K for the Year Ended December 31, 2014 of Dynegy Inc. File No. 001-33443).
|
2.11
|
|
|
Stock Purchase Agreement, dated February 24, 2016, by and between Atlas Power Finance, LLC, GDF SUEZ Energy North America, Inc. and International Power, S.A. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc. filed on March 1, 2016 File No. 001-33443).*
|
2.12
|
|
|
First Amendment Stock Purchase Agreement, dated May 2, 2016, by and between Atlas Power Finance, LLC, GDF SUEZ Energy North America, Inc. and International Power, S.A. (incorporated by reference to Exhibit 2.2 to the Quarterly Report on Form 10-Q of Dynegy Inc. for the Quarter Ended March 31, 2016 File No. 001-33443).*
|
2.13
|
|
|
Amended and Restated Stock Purchase Agreement, dated as of June 27, 2016, by and among Atlas Power Finance, LLC, GDF SUEZ Energy North America, Inc. and International Power, S.A.*
(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc. filed on June 28, 2016 File No. 001-33443).*
|
2.14
|
|
|
First Amendment to Amended and Restated Stock Purchase Agreement, dated January 24, 2017, by and among Atlas Power Finance, LLC, GDF SUEZ Energy North America, Inc. and International Power, S.A.(incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Dynegy Inc. filed on February 8, 2017 File No. 001-33443).*
|
2.15
|
|
|
Membership Interest Purchase Agreement, dated as of August 3, 2016, by and among Elwood Expansion Holdings, LLC, Elwood Energy Holdings, LLC, Tomcat Power, LLC, Elwood Energy Holdings II, LLC and J-POWER USA Development Co., Ltd. *(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc. filed on August 4, 2016 File No. 001-33443).*
|
2.16
|
|
|
Confirmation Order for Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C., and Dynegy Roseton, L.L.C., as entered by the United States Bankruptcy Court for the Southern District of New York on March 15, 2013 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Dynegy Inc. filed on March 19, 2013 File No. 001-33443).
|
2.17
|
|
|
Confirmation Order for Illinois Power Generating Company, as entered by the United States Bankruptcy Court for the Southern District of Texas on January 25, 2017 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Dynegy Inc. filed on January 30, 2017 File No. 001-33443).
|
3.1
|
|
|
Dynegy Inc. Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Dynegy Inc. filed on October 4, 2012, File No. 001-33443).
|
3.2
|
|
|
Dynegy Inc. Sixth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Dynegy Inc. filed on August 26, 2014 File No. 001-33443).
|
3.3
|
|
|
Certificate of Designations of the 5.375% Series A Mandatory Convertible Preferred Stock of Dynegy Inc., filed with the Secretary of State of the State of Delaware and effective October 14, 2014
(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Dynegy Inc. filed on October 14, 2014 File No. 001-33443).
|
4.1
|
|
|
Indenture, dated May 20, 2013, among Dynegy Inc., the Guarantors and Wilmington Trust, National Association as Trustee (5.875% Senior Notes due 2023) (2023 Notes Indenture) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Dynegy Inc. filed on May 21, 2013 File No. 001-33443).
|
4.2
|
|
|
First Supplemental Indenture to the 2023 Notes Indenture, dated as of December 5, 2014, among Dynegy Inc., the Guarantors and Wilmington Trust, National Association as Trustee (incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K for the Year Ended December 31, 2013 of Dynegy Inc. File No. 001-33443).
|
4.3
|
|
|
Second Supplemental Indenture to the 2023 Notes Indenture, dated April 1, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association as Trustee (incorporated by reference to Exhibit 4.20 to the Current Report on Form 8-K of Dynegy Inc. filed April 7, 2015 File No. 001-33443).
|
4.4
|
|
|
Third Supplemental Indenture to the 2023 Notes Indenture, dated April 2, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association as Trustee, pursuant to which the Subsidiary Guarantors are added to the 2023 Notes Indenture (incorporated by reference to Exhibit 4.28 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on April 8, 2015).
|
4.5
|
|
|
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 (incorporated by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2015 of Dynegy Inc. File No. 001-33443).
|
4.6
|
|
|
Fifth Supplemental Indenture to the 2023 Notes Indenture, dated September 21, 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 (incorporated by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2015 of Dynegy Inc. File No. 001-33443).
|
***4.7
|
|
|
Sixth Supplemental Indenture to the 2023 Notes Indenture, dated February 2, 2017, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association as Trustee, adding certain IPH entities as guarantors.
|
***4.8
|
|
|
Seventh Supplemental Indenture to the 2023 Notes Indenture, dated February 7, 2017, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association as Trustee, adding Delta Transaction entities as guarantors.
|
4.9
|
|
|
Indenture dated as of November 1, 2000, from Illinois Power Generating Company to The Bank of New York Mellon Trust Company, N.A., as successor trustee (Genco Indenture) (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 of Illinois Power Generating Company Filed March 6, 2001, File No. 333-56594).
|
4.10
|
|
|
2019 Notes Indenture, dated October 27, 2014, among Dynegy Finance II, Inc. and Wilmington Trust, National Association, as trustee (2019 Notes Indenture) (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014 File No. 001-33443).
|
4.11
|
|
|
First Supplemental Indenture to the 2019 Notes Indenture, dated April 1, 2015, between Dynegy Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.8 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on April 7, 2015).
|
4.12
|
|
|
Second Supplemental Indenture to the 2019 Notes Indenture, dated April 1, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.9 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on April 7, 2015).
|
4.13
|
|
|
Third Supplemental Indenture to the 2019 Notes Indenture, dated April 2, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, adding the Duke Acquired Entities as guarantors (incorporated by reference to Exhibit 4.13 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on April 8, 2015).
|
4.14
|
|
|
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 (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2015 of Dynegy Inc. File No. 001-33443).
|
4.15
|
|
|
Fifth Supplemental Indenture to the 2019 Notes Indenture, dated September 21, 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 (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2015 of Dynegy Inc. File No. 001-33443).
|
***4.16
|
|
|
Sixth Supplemental Indenture to the 2019 Notes Indenture, dated February 2, 2017, among Dynegy Inc., the Subsidiary Guarantors, (as defined therein) and Wilmington Trust, National Association, as trustee, adding certain IPH entities as guarantors.
|
***4.17
|
|
|
Seventh Supplemental Indenture to the 2019 Notes Indenture, dated February 7, 2017, among Dynegy Inc., the Subsidiary Guarantors, (as defined therein) and Wilmington Trust, National Association, as trustee, adding Delta Transaction entities as guarantors.
|
4.18
|
|
|
2022 Notes Indenture, dated October 27, 2014, among Dynegy Finance II, Inc. and Wilmington Trust, National Association, as trustee (2022 Notes Indenture) (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014 File No. 001-33443).
|
4.19
|
|
|
First Supplemental Indenture to the 2022 Notes Indenture, dated April 1, 2015, between Dynegy Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.11 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on April 7, 2015).
|
4.20
|
|
|
Second Supplemental Indenture to the 2022 Notes Indenture, dated April 1, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.12 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on April 7, 2015).
|
4.21
|
|
|
Third Supplemental Indenture to the 2022 Notes Indenture, dated April 2, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, adding the Duke Acquired Entities as guarantors (incorporated by reference to Exhibit 4.17 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on April 8, 2015).
|
4.22
|
|
|
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 (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2015 of Dynegy Inc. File No. 001-33443).
|
4.23
|
|
|
Fifth Supplemental Indenture to the 2022 Notes Indenture, dated September 21, 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 (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2015 of Dynegy Inc. File No. 001-33443).
|
***4.24
|
|
|
Sixth Supplemental Indenture to the 2022 Notes Indenture, dated February 2, 2017, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, adding certain IPH entities as guarantors.
|
***4.25
|
|
|
Seventh Supplemental Indenture to the 2022 Notes Indenture, dated February 7, 2017, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, adding Delta Transaction entities as guarantors.
|
4.26
|
|
|
7.625% 2024 Notes Indenture, dated October 27, 2014, among Dynegy Finance II, Inc. and Wilmington Trust, National Association, as trustee (2024 Notes Indenture) (incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2014 File No. 001-33443).
|
4.27
|
|
|
First Supplemental Indenture to the 7.625% 2024 Notes Indenture, dated April 1, 2015, between Dynegy Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.14 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on April 7, 2015).
|
4.28
|
|
|
Second Supplemental Indenture to the 7.625% 2024 Notes Indenture, dated April 1, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.15 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on April 7, 2015).
|
4.29
|
|
|
Third Supplemental Indenture to the 7.625% 2024 Notes Indenture, dated April 2, 2015, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, adding the Duke Acquired Entities as guarantors (incorporated by reference to Exhibit 4.21 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on April 8, 2015).
|
4.30
|
|
|
Fourth Supplemental Indenture to the 7.625% 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 (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2015 of Dynegy Inc. File No. 001-33443).
|
4.31
|
|
|
Fifth Supplemental Indenture to the 7.625% 2024 Notes Indenture, dated September 21, 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 (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2015 of Dynegy Inc. File No. 001-33443).
|
***4.32
|
|
|
Sixth Supplemental Indenture to the 7.625% 2024 Notes Indenture, dated February 2, 2017, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, adding certain IPH entities as guarantors.
|
***4.33
|
|
|
Seventh Supplemental Indenture to the 7.625% 2024 Notes Indenture, dated February 7, 2017, among Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, adding Delta Transaction entities as guarantors.
|
4.34
|
|
|
2025 Notes Indenture, dated October 11, 2016, between Dynegy Inc. and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Dynegy Inc. filed on October 11, 2016 File No. 001-33443).
|
***4.35
|
|
|
First Supplemental Indenture to the 2025 Notes Indenture, dated February 2, 2017, between Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, adding certain IPH entities as guarantors.
|
***4.36
|
|
|
Second Supplemental Indenture to the 2025 Notes Indenture, dated February 7, 2017, between Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, adding Delta Transaction entities as guarantors.
|
4.37
|
|
|
Indenture (TEU), dated June 21, 2016, between Dynegy Inc. and Wilmington Trust, National Association(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Dynegy Inc. filed on June 21, 2016 File No. 001-33443).
|
4.38
|
|
|
First Supplemental Indenture to the Indenture (TEU), dated June 21, 2016, between Dynegy Inc. and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Dynegy Inc. filed on June 21, 2016 File No. 001-33443).
|
4.39
|
|
|
Purchase Contract Agreement (TEU), dated June 21, 2016, between Dynegy Inc. and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Dynegy Inc. filed on June 21, 2016 File No. 001-33443).
|
4.40
|
|
|
Indenture to the 8.034% Notes due 2024, dated February 2, 2017, by and among Dynegy Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Dynegy Inc. filed on February 7, 2017 File No. 001-33443).
|
***4.41
|
|
|
First Supplemental Indenture to the 8.034% 2024 Notes Indenture, dated February 7, 2017, between Dynegy Inc., the Subsidiary Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee, adding certain IPH entities as guarantors.
|
10.1
|
|
|
Dynegy Inc. Severance Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2015 File No. 001-33443).††
|
10.2
|
|
|
Dynegy Inc. Restoration 401(k) Savings Plan, effective June 1, 2008 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Dynegy Inc. filed on August 7, 2008, File No. 001-33443).††
|
10.3
|
|
|
First Amendment to the Dynegy Inc. Restoration 401(k) Savings Plan, effective June 1, 2008 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Dynegy Inc. filed on August 7, 2008, File No. 001-33443).††
|
10.4
|
|
|
Second Amendment to Dynegy Inc. Restoration 401(k) Savings Plan, effective January 1, 2012 (incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of Dynegy Inc. for the year ended December 31, 2011, File No. 1-33443).††
|
10.5
|
|
|
Dynegy Inc. Restoration Pension Plan, effective June 1, 2008 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Dynegy Inc. filed on August 7, 2008, File No. 001-33443).††
|
10.6
|
|
|
First Amendment to the Dynegy Inc. Restoration Pension Plan, effective June 1, 2008 (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Dynegy Inc. filed on August 7, 2008, File No. 001-33443).††
|
10.7
|
|
|
Second Amendment to the Dynegy Inc. Restoration Pension Plan, executed on July 2, 2010 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Dynegy Inc. and Dynegy Holdings Inc. filed on August 6, 2010, File No. 000-29311).††
|
10.8
|
|
|
Third Amendment to Dynegy Inc. Restoration Pension Plan, effective January 1, 2012 (incorporated by reference to Exhibit 10.27 to the Annual Report on Form 10-K of Dynegy Inc. for the year ended December 31, 2011, File No. 1-33443).††
|
10.9
|
|
|
Dynegy Inc. 2009 Phantom Stock Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. filed on March 10, 2009, File No. 001-33443).††
|
10.10
|
|
|
First Amendment to the Dynegy Inc. 2009 Phantom Stock Plan, dated as of July 8, 2011(incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2011 of Dynegy Inc., File No. 1- 33443).††
|
10.11
|
|
|
Dynegy Inc. Deferred Compensation Plan for Certain Directors, as amended and restated, effective January 1, 2008 (incorporated by reference to Exhibit 10.55 to the Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009, filed on February 26, 2009, File No. 001-33443).††
|
10.12
|
|
|
Trust under Dynegy Inc. Deferred Compensation Plan for Certain Directors, effective January 1, 2009 (incorporated by reference to Exhibit 10.56 to the Annual Report on Form 10-K for the Fiscal Year ended December 31, 2009, filed on February 26, 2009, File No. 001-33443).††
|
10.13
|
|
|
Dynegy Inc. Incentive Compensation Plan, as amended and restated effective May 21, 2010 (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K for the Fiscal Year ended December 31, 2010, File No. 001-33443)††
|
10.14
|
|
|
2012 Long Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. filed on October 4, 2012, File No. 001-33443).††
|
10.15
|
|
|
Amended and Restated Employment Agreement by and between Dynegy Operating Company and Robert C. Flexon (incorporated by reference to Exhibit 10.1 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on May 6, 2015). ††
|
10.16
|
|
|
Form of Dynegy Inc. Executive Participation Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on October 30, 2015 File No. 001-33443).††
|
10.17
|
|
|
Amendment to Executive Participation Agreement by and between Dynegy Inc. and Mario E. Alonso effective October 24, 2016 (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2016 of Dynegy Inc., File No. 001-33443).
††
|
10.18
|
|
|
Form of Non-Qualified Stock Option Award Agreement (2012 Awards) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. on November 2, 2012, File No. 001-33443).
††
|
10.19
|
|
|
Form of Non-Qualified Stock Option Award Agreement (2013 Awards) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on March 22, 2013 File No. 001-33443). ††
|
10.20
|
|
|
Form of Non-Qualified Stock Option Award Agreement (2014 Awards) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2014 of Dynegy Inc. File No. 001-33443).
††
|
10.21
|
|
|
Form of Non-Qualified Stock Option Award Agreement (2015 Awards) (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2015 of Dynegy Inc. File No. 001-33443).
††
|
10.22
|
|
|
Amendment to Non-Qualified Stock Option Award Agreement - Flexon (2015 Employment Agreement Award) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2015 of Dynegy Inc. File No. 001-33443).
††
|
10.23
|
|
|
Form of Non-Qualified Stock Option Award Agreement (CEO) (2016 Awards) (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Dynegy Inc. filed on March 14, 2016 File No. 001-33443).
††
|
10.24
|
|
|
Form of Non-Qualified Stock Option Award Agreement (2016 Awards) (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Dynegy Inc. filed on March 14, 2016 File No. 001-33443).
††
|
10.25
|
|
|
Form of Stock Unit Award Agreement - Officers (2013 Awards) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on March 22, 2013 File No. 001-33443).
††
|
10.26
|
|
|
Form of Stock Unit Award Agreement - Officers (2014 Awards) (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2014 of Dynegy Inc. File No. 001-33443).
††
|
10.27
|
|
|
Form of Stock Unit Award Agreement - Officers (2015 Awards) (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2015 of Dynegy Inc. File No. 001-33443).
††
|
10.28
|
|
|
Form of Stock Unit Award Agreement - Flexon (2015 Employment Agreement Award) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2015 of Dynegy Inc. File No. 001-33443).
††
|
10.29
|
|
|
Form of Stock Unit Award Agreement (CEO) (2016 Awards) (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Dynegy Inc. filed on March 14, 2016 File No. 001-33443).
††
|
10.30
|
|
|
Form of Stock Unit Award Agreement (Executive Management) (2016 Awards) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. filed on March 14, 2016 File No. 001-33443).
††
|
10.31
|
|
|
Form of Stock Unit Award Agreement - Directors (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. on November 2, 2012, File No. 001-33443).
††
|
10.32
|
|
|
Form of Performance Award Agreement (2014 Awards) (for Managing Directors and Above)(incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2014 of Dynegy Inc. File No. 001-33443).
††
|
10.33
|
|
|
Form of Performance Award Agreement (2015 Awards) (for Managing Directors and Above)(incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2015 of Dynegy Inc. File No. 001-33443).
††
|
10.34
|
|
|
Form of Performance Award Agreement (CEO) (2016 Awards) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on March 14, 2016 File No. 001-33443).
††
|
10.35
|
|
|
Form of Performance Award Agreement (2016 Awards) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on March 14, 2016 File No. 001-33443).
††
|
10.36
|
|
|
Credit Agreement, dated as of April 23, 2013, among Dynegy Inc., as borrower and the guarantors, lenders and other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on April 24, 2013 File No. 001-33443).
|
10.37
|
|
|
Guarantee and Collateral Agreement, dated as of April 23, 2013 among Dynegy Inc., the subsidiaries of the borrower from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on April 24, 2013 File No. 001-33443).
|
10.38
|
|
|
Collateral Trust and Intercreditor Agreement, dated as of April 23, 2013 among Dynegy, the Subsidiary Guarantors (as defined therein), Credit Suisse AG, Cayman Islands Branch and each person party thereto from time to time (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. filed on April 24, 2013 File No. 001-33443).
|
10.39
|
|
|
First Amendment to Credit Agreement, dated as of April 1, 2015, among Dynegy Inc., as borrower, and the guarantors, lenders and other parties thereto (incorporated by reference to Exhibit 10.4 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on April 7, 2015).
|
10.40
|
|
|
Second Amendment to Credit Agreement, dated as of April 2, 2015, among Dynegy Inc., as borrower, and the guarantors, lenders and other parties thereto (incorporated by reference to Exhibit 10.5 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on April 8, 2015).
|
10.41
|
|
|
Third Amendment to Credit Agreement, dated as of June 27, 2016, among Dynegy Inc., as borrower, and the guarantors, lenders and other parties thereto (incorporated by reference to Exhibit 10.4 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on June 28, 2016).
|
10.42
|
|
|
Waiver to Credit Agreement, dated as of June 27, 2016, among Dynegy Inc., as borrower, and the lenders party thereto (incorporated by reference to Exhibit 10.5 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on June 28, 2016).
|
10.43
|
|
|
Waiver and Consent to Credit Agreement, dated as of December 13, 2016, among Dynegy Inc., as borrower, and the guarantors, lenders and other parties thereto (incorporated by reference to Exhibit 10.1 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on December 14, 2016).
|
10.45
|
|
|
Fourth Amendment to the Credit Agreement, dated January 10, 2017, among Dynegy Inc., as borrower and the guarantors, lenders and other parties thereto (incorporated by reference to Exhibit 10.3 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on January 17, 2016).
|
10.46
|
|
|
Fifth Amendment to the Credit Agreement, dated February 7, 2017, among Dynegy Inc., as borrower and the guarantors, lenders and other parties thereto (incorporated by reference to Exhibit 10.2 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on February 9, 2017).
|
10.47
|
|
|
Letter of Credit Reimbursement Agreement, dated as of February 7, 2017, between Dynegy Inc. and Goldman Sachs Bank USA (incorporated by reference to Exhibit 10.3 to Dynegy Inc.’s Current Report on Form 8-K filed with the SEC on February 9, 2017).
|
10.48
|
|
|
Letter of Credit Reimbursement Agreement, dated as of September 18, 2014 among Dynegy Inc., Macquarie Bank Limited, and Macquarie Energy LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on September 22, 2014 File No. 001-33443).
|
10.49
|
|
|
First Amendment to the Letter of Credit Reimbursement Agreement, dated August 10, 2016 among Dynegy Inc., Macquarie Bank Limited and Macquarie Energy LLC (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Dynegy Inc. for the Quarter Ended September 30, 2016 File No. 001-33443).
|
10.50
|
|
|
Purchase Agreement, dated May 15, 2013, among Dynegy Inc., the Guarantors, Morgan Stanley and Credit Suisse (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on May 21, 2013 File No. 001-33443).
|
10.51
|
|
|
Purchase Agreement, dated October 10, 2014, among Dynegy Inc., Dynegy Finance I, Inc., Dynegy Finance II, Inc., the guarantors identified therein and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and UBS Securities LLC, as representatives of the initial purchasers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on October 14, 2014 File No. 001-33443).
|
10.52
|
|
|
Revolving Promissory Note by and between Dynegy Inc., as Lender, and Illinois Power Resources, LLC (formerly New Ameren Energy Resources, LLC), as Borrower (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on December 4, 2013 File No. 001-33443).
|
****10.53
|
|
|
Warrant Agreement, dated October 1, 2012, by and among Dynegy Inc., Computershare Inc. and Computershare Trust Company, N.A., as warrant agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on October 4, 2012, File No. 001-33443).
|
10.54
|
|
|
Warrant Agreement, dated February 2, 2017, by and among Dynegy Inc., Computershare Inc. and Computershare Trust Company, N.A., as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Dynegy Inc. filed on February 7, 2017, File No. 001-33443).
|
10.55
|
|
|
Letter of Credit and Reimbursement Agreement, dated as of January 29, 2014 between Illinois Power Marketing Company and Union Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. and Illinois Power Generating Company filed on February 4, 2014, File No. 001-33443).
|
10.56
|
|
|
Waiver and Amendment No. 1 to Letter of Credit and Reimbursement Agreement by and between Illinois Power Marketing Company and Union Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2014 of Dynegy Inc., File No. 001-33443).
|
10.57
|
|
|
Amendment No. 2 to Letter of Credit and Reimbursement Agreement by and between Illinois Power Marketing Company and Union Bank, N.A. (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2015 of Dynegy Inc., File No. 001-33443).
|
10.58
|
|
|
Amendment No. 3 to Letter of Credit and Reimbursement Agreement by and between Illinois Power Marketing Company and Union Bank, N.A. (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2016 of Dynegy Inc., File No. 001-33443).
|
10.59
|
|
|
Equity Commitment Letter, dated as of February 24, 2016, by and among Dynegy Inc., Atlas Power, LLC and Atlas Power Finance, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on March 1, 2016 File No. 001-33443).
|
10.60
|
|
|
Amended and Restated Equity Commitment Letter, dated as of June 27, 2016, by and among Dynegy Inc., Atlas Power Finance, LLC and GDF SUEZ Energy North America, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on June 28, 2016 File No. 001-33443).
|
10.61
|
|
|
Equity Commitment Letter, dated as of February 24, 2016, by and among Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, Energy Capital Partners III-D, LP, Atlas Power, LLC and Atlas Power Finance, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on March 1, 2016 File No. 001-33443).
|
10.62
|
|
|
Limited Guarantee, dated February 24, 2016, by Dynegy Inc., for the benefit of GDF SUEZ Energy North America, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. filed on March 1, 2016 File No. 001-33443).
|
10.63
|
|
|
Stock Purchase Agreement, dated February 24, 2016, by and between Dynegy Inc. and Terawatt Holdings, LP (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Dynegy Inc. filed on March 1, 2016 File No. 001-33443).
|
10.64
|
|
|
Interim Sponsors Agreement, dated February 24, 2016, by and between Atlas Power, LLC, Dynegy Inc., Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP and Energy Capital Partners III-D, LP (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Dynegy Inc. filed on March 1, 2016 File No. 001-33443).
|
10.65
|
|
|
Amended and Restated Interim Sponsors Agreement, dated as of June 14, 2016, by and between Atlas Power, LLC, Dynegy Inc., Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, Energy Capital Partners III-D, LP, and Terawatt Holdings, LP (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. filed on June 28, 2016 File No. 001-33443)
|
10.66
|
|
|
Investor Rights Agreement, dated as of February 7, 2017, by and between Dynegy Inc. and Terawatt Holdings, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on February 8, 2017 File No. 001-33443)
|
10.67
|
|
|
Guaranty, dated as of August 3, 2016, by Dynegy Inc., for the benefit of J-POWER USA Development Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on August 4, 2016 File No. 001-33443).
|
10.68
|
|
|
Restructuring Support Agreement dated October 14, 2016 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Dynegy Inc. filed on October 14, 2016 File No. 001-33443).
|
10.69
|
|
|
Amendment to Restructuring Support Agreement dated October 21, 2016 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2016 of Dynegy Inc., File No. 001-33443).
|
14.1
|
|
|
Dynegy Inc. Code of Ethics for Senior Financial Professionals, as amended on July 23, 2013(incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K for the Year Ended December 31, 2013 of Dynegy Inc. File No. 001-33443).
|
***21.1
|
|
|
Significant subsidiaries of the Registrant
|
***23.1
|
|
|
Consent of Ernst & Young LLP
|
***31.1
|
|
|
Chief Executive Officer Certification Pursuant to Rule 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
***31.2
|
|
|
Chief Financial Officer Certification Pursuant to Rule 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
†32.1
|
|
|
Chief Executive Officer Certification Pursuant to 18 United States Code Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
†32.2
|
|
|
Chief Financial Officer Certification Pursuant to 18 United States Code Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
**101.INS
|
|
|
XBRL Instance Document
|
**101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
**101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
**101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
**101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
**101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Pursuant to Item 6.01(b)(2) of Regulation S-K exhibits and schedules are omitted. Dynegy agrees to furnish to the Commission supplementally a copy of any omitted schedule or exhibit upon request of the Commission.
|
**
|
XBRL information is furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
|
****
|
Pursuant to a request for confidential treatment, portions of this Exhibit have been redacted and filed separately with the SEC as required by Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
††
|
Management contract or compensation plan.
|
|
|
|
|
|
|
|
DYNEGY INC.
|
||
Date:
|
February 24, 2017
|
By:
|
|
/s/ ROBERT C. FLEXON
Robert C. Flexon
President and Chief Executive Officer
|
|
|
|
|
|
/s/ ROBERT C. FLEXON
Robert C. Flexon
|
|
President and Chief Executive Officer & Director (Principal Executive Officer)
|
|
February 24, 2017
|
/s/ CLINT C. FREELAND
Clint C. Freeland
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 24, 2017
|
/s/ J. CLINTON WALDEN
J. Clinton Walden |
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
|
February 24, 2017
|
/s/ PAT WOOD III
Pat Wood III
|
|
Chairman of the Board
|
|
February 24, 2017
|
/s/ HILARY E. ACKERMANN
Hilary E. Ackermann
|
|
Director
|
|
February 24, 2017
|
/s/ PAUL M. BARBAS
Paul M. Barbas
|
|
Director
|
|
February 24, 2017
|
/s/ RICHARD LEE KUERSTEINER
Richard Lee Kuersteiner
|
|
Director
|
|
February 24, 2017
|
/s/ TYLER REEDER
Tyler Reeder
|
|
Director
|
|
February 24, 2017
|
/s/ JEFFREY S. STEIN
Jeffrey S. Stein
|
|
Director
|
|
February 24, 2017
|
/s/ JOHN R. SULT
John R. Sult
|
|
Director
|
|
February 24, 2017
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
Consolidated Financial Statements
|
|
|
|
|
|
||
Consolidated Balance Sheets:
|
|
|
|
|
|
||
Consolidated Statements of Operations:
|
|
|
|
|
|
||
Consolidated Statements of Comprehensive Income (Loss):
|
|
|
|
|
|
||
Consolidated Statements of Cash Flows:
|
|
|
|
|
|
||
Consolidated Statements of Changes in Equity:
|
|
|
|
|
|
||
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current Assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
1,776
|
|
|
$
|
505
|
|
Restricted cash
|
|
62
|
|
|
39
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1 and $1, respectively
|
|
386
|
|
|
402
|
|
||
Inventory
|
|
445
|
|
|
597
|
|
||
Assets from risk management activities
|
|
130
|
|
|
100
|
|
||
Intangible assets
|
|
38
|
|
|
102
|
|
||
Prepayments and other current assets
|
|
150
|
|
|
187
|
|
||
Total Current Assets
|
|
2,987
|
|
|
1,932
|
|
||
Property, plant and equipment, net
|
|
7,121
|
|
|
8,347
|
|
||
Investment in unconsolidated affiliate
|
|
—
|
|
|
190
|
|
||
Restricted cash
|
|
2,000
|
|
|
—
|
|
||
Assets from risk management activities
|
|
16
|
|
|
18
|
|
||
Goodwill
|
|
799
|
|
|
797
|
|
||
Intangible assets
|
|
23
|
|
|
62
|
|
||
Other long-term assets
|
|
107
|
|
|
113
|
|
||
Total Assets
|
|
$
|
13,053
|
|
|
$
|
11,459
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
332
|
|
|
$
|
292
|
|
Accrued interest
|
|
81
|
|
|
74
|
|
||
Intangible liabilities
|
|
21
|
|
|
85
|
|
||
Accrued liabilities and other current liabilities
|
|
133
|
|
|
125
|
|
||
Liabilities from risk management activities
|
|
97
|
|
|
103
|
|
||
Asset retirement obligations
|
|
51
|
|
|
50
|
|
||
Debt, current portion, net
|
|
201
|
|
|
80
|
|
||
Total Current Liabilities
|
|
916
|
|
|
809
|
|
||
Liabilities subject to compromise (Note 22)
|
|
832
|
|
|
—
|
|
||
Debt, long-term portion, net
|
|
8,778
|
|
|
7,129
|
|
||
Liabilities from risk management activities
|
|
43
|
|
|
105
|
|
||
Asset retirement obligations
|
|
236
|
|
|
230
|
|
||
Deferred income taxes
|
|
5
|
|
|
29
|
|
||
Intangible liabilities
|
|
34
|
|
|
55
|
|
||
Other long-term liabilities
|
|
170
|
|
|
183
|
|
||
Total Liabilities
|
|
11,014
|
|
|
8,540
|
|
||
Commitments and Contingencies (Note 17)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
|
||||
Preferred Stock, $0.01 par value, 20,000,000 shares authorized:
|
|
|
|
|
||||
Series A 5.375% mandatory convertible preferred stock, $0.01 par value; 4,000,000 shares issued and outstanding, respectively
|
|
400
|
|
|
400
|
|
||
Common stock, $0.01 par value, 420,000,000 shares authorized; 128,626,740 shares issued and 117,300,618 shares outstanding at December 31, 2016; 128,228,477 shares issued and 116,902,355 outstanding at December 31, 2015
|
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
|
3,547
|
|
|
3,187
|
|
||
Accumulated other comprehensive income, net of tax
|
|
21
|
|
|
19
|
|
||
Accumulated deficit
|
|
(1,927
|
)
|
|
(686
|
)
|
||
Total Dynegy Stockholders’ Equity
|
|
2,042
|
|
|
2,921
|
|
||
Noncontrolling interest
|
|
(3
|
)
|
|
(2
|
)
|
||
Total Equity
|
|
2,039
|
|
|
2,919
|
|
||
Total Liabilities and Equity
|
|
$
|
13,053
|
|
|
$
|
11,459
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
$
|
4,318
|
|
|
$
|
3,870
|
|
|
$
|
2,497
|
|
Cost of sales, excluding depreciation expense
|
|
(2,281
|
)
|
|
(2,028
|
)
|
|
(1,661
|
)
|
|||
Gross margin
|
|
2,037
|
|
|
1,842
|
|
|
836
|
|
|||
Operating and maintenance expense
|
|
(940
|
)
|
|
(839
|
)
|
|
(477
|
)
|
|||
Depreciation expense
|
|
(689
|
)
|
|
(587
|
)
|
|
(247
|
)
|
|||
Impairments
|
|
(858
|
)
|
|
(99
|
)
|
|
—
|
|
|||
Gain (loss) on sale of assets, net
|
|
(1
|
)
|
|
(1
|
)
|
|
18
|
|
|||
General and administrative expense
|
|
(161
|
)
|
|
(128
|
)
|
|
(114
|
)
|
|||
Acquisition and integration costs
|
|
(11
|
)
|
|
(124
|
)
|
|
(35
|
)
|
|||
Other
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|||
Operating income (loss)
|
|
(640
|
)
|
|
64
|
|
|
(19
|
)
|
|||
Bankruptcy reorganization items (Note 22)
|
|
(96
|
)
|
|
—
|
|
|
3
|
|
|||
Earnings from unconsolidated investments
|
|
7
|
|
|
1
|
|
|
10
|
|
|||
Interest expense
|
|
(625
|
)
|
|
(546
|
)
|
|
(223
|
)
|
|||
Other income and expense, net
|
|
65
|
|
|
54
|
|
|
(39
|
)
|
|||
Loss before income taxes
|
|
(1,289
|
)
|
|
(427
|
)
|
|
(268
|
)
|
|||
Income tax benefit (Note 15)
|
|
45
|
|
|
474
|
|
|
1
|
|
|||
Net income (loss)
|
|
(1,244
|
)
|
|
47
|
|
|
(267
|
)
|
|||
Less: Net income (loss) attributable to noncontrolling interest
|
|
(4
|
)
|
|
(3
|
)
|
|
6
|
|
|||
Net income (loss) attributable to Dynegy Inc.
|
|
(1,240
|
)
|
|
50
|
|
|
(273
|
)
|
|||
Less: Dividends on preferred stock
|
|
22
|
|
|
22
|
|
|
5
|
|
|||
Net income (loss) attributable to Dynegy Inc. common stockholders
|
|
$
|
(1,262
|
)
|
|
$
|
28
|
|
|
$
|
(278
|
)
|
|
|
|
|
|
|
|
||||||
Earnings (Loss) Per Share (Note 16):
|
|
|
|
|
|
|
||||||
Basic and diluted earnings (loss) per share attributable to Dynegy Inc. common stockholders
|
|
$
|
(9.78
|
)
|
|
$
|
0.22
|
|
|
$
|
(2.65
|
)
|
|
|
|
|
|
|
|
|
|
||||
Basic shares outstanding
|
|
129
|
|
|
125
|
|
|
105
|
|
|||
Diluted shares outstanding
|
|
129
|
|
|
126
|
|
|
105
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
|
$
|
(1,244
|
)
|
|
$
|
47
|
|
|
$
|
(267
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
||||||
Actuarial gain (loss) and plan amendments (net of tax expense of $3, zero, and zero, respectively)
|
|
3
|
|
|
4
|
|
|
(36
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
||||||
Settlement cost (net of tax of zero)
|
|
6
|
|
|
—
|
|
|
—
|
|
|||
Amortization of unrecognized prior service credit and actuarial gain (net of tax of zero, zero, and zero, respectively)
|
|
(5
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|||
Other comprehensive income (loss), net of tax
|
|
4
|
|
|
—
|
|
|
(41
|
)
|
|||
Comprehensive income (loss)
|
|
(1,240
|
)
|
|
47
|
|
|
(308
|
)
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
|
(2
|
)
|
|
(2
|
)
|
|
3
|
|
|||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
|
$
|
(1,238
|
)
|
|
$
|
49
|
|
|
$
|
(311
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(1,244
|
)
|
|
$
|
47
|
|
|
$
|
(267
|
)
|
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation expense
|
|
689
|
|
|
587
|
|
|
247
|
|
|||
Non-cash interest expense
|
|
56
|
|
|
38
|
|
|
21
|
|
|||
Amortization of intangibles
|
|
21
|
|
|
(11
|
)
|
|
45
|
|
|||
Impairments
|
|
858
|
|
|
99
|
|
|
—
|
|
|||
Risk management activities
|
|
(148
|
)
|
|
(130
|
)
|
|
26
|
|
|||
(Gain) loss on sale of assets, net
|
|
1
|
|
|
1
|
|
|
(18
|
)
|
|||
Earnings from unconsolidated investments
|
|
(7
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Deferred income taxes
|
|
(45
|
)
|
|
(477
|
)
|
|
(1
|
)
|
|||
Change in value of common stock warrants
|
|
(6
|
)
|
|
(54
|
)
|
|
40
|
|
|||
Bankruptcy reorganization items
|
|
96
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
14
|
|
|
51
|
|
|
35
|
|
|||
Changes in working capital:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
42
|
|
|
(64
|
)
|
|
161
|
|
|||
Inventory
|
|
154
|
|
|
(119
|
)
|
|
(20
|
)
|
|||
Prepayments and other current assets
|
|
189
|
|
|
84
|
|
|
22
|
|
|||
Accounts payable and accrued liabilities
|
|
84
|
|
|
90
|
|
|
(131
|
)
|
|||
Distributions from unconsolidated investments
|
|
1
|
|
|
3
|
|
|
—
|
|
|||
Changes in restricted cash
|
|
(2
|
)
|
|
(28
|
)
|
|
—
|
|
|||
Changes in non-current assets
|
|
(105
|
)
|
|
(27
|
)
|
|
(4
|
)
|
|||
Changes in non-current liabilities
|
|
28
|
|
|
5
|
|
|
7
|
|
|||
Net cash provided by operating activities
|
|
676
|
|
|
94
|
|
|
163
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(326
|
)
|
|
(275
|
)
|
|
(132
|
)
|
|||
Decrease (increase) in restricted cash
|
|
(2,021
|
)
|
|
5,148
|
|
|
(5,148
|
)
|
|||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(6,078
|
)
|
|
—
|
|
|||
Distributions from unconsolidated affiliates
|
|
14
|
|
|
8
|
|
|
—
|
|
|||
Proceeds from asset sales, net
|
|
176
|
|
|
—
|
|
|
18
|
|
|||
Other investing
|
|
10
|
|
|
3
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(2,147
|
)
|
|
(1,194
|
)
|
|
(5,262
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Proceeds from long-term borrowings, net of debt issuance costs
|
|
3,014
|
|
|
66
|
|
|
5,055
|
|
|||
Repayments of borrowings
|
|
(589
|
)
|
|
(31
|
)
|
|
(14
|
)
|
|||
Proceeds from issuance of equity, net of issuance costs
|
|
359
|
|
|
(6
|
)
|
|
1,106
|
|
|||
Preferred stock dividends paid
|
|
(22
|
)
|
|
(23
|
)
|
|
—
|
|
|||
Interest rate swap settlement payments
|
|
(17
|
)
|
|
(17
|
)
|
|
(18
|
)
|
|||
Repurchase of common stock
|
|
—
|
|
|
(250
|
)
|
|
—
|
|
|||
Other financing
|
|
(3
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
2,742
|
|
|
(265
|
)
|
|
6,126
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
1,271
|
|
|
(1,365
|
)
|
|
1,027
|
|
|||
Cash and cash equivalents, beginning of period
|
|
505
|
|
|
1,870
|
|
|
843
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
1,776
|
|
|
$
|
505
|
|
|
$
|
1,870
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
AOCI
|
|
Accumulated Deficit
|
|
Total Controlling Interests
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||||
December 31, 2013
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
2,614
|
|
|
$
|
58
|
|
|
$
|
(463
|
)
|
|
$
|
2,210
|
|
|
$
|
(3
|
)
|
|
$
|
2,207
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
|
(273
|
)
|
|
6
|
|
|
(267
|
)
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
|
(3
|
)
|
|
(41
|
)
|
||||||||
Share-based compensation expense, net of tax
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||||
Options exercised
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Issuance of new equity interests (Note 18)
|
400
|
|
|
—
|
|
|
706
|
|
|
—
|
|
|
—
|
|
|
1,106
|
|
|
—
|
|
|
1,106
|
|
||||||||
December 31, 2014
|
400
|
|
|
1
|
|
|
3,338
|
|
|
20
|
|
|
(736
|
)
|
|
3,023
|
|
|
—
|
|
|
3,023
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
50
|
|
|
(3
|
)
|
|
47
|
|
||||||||
Equity issuance for acquisition, net (Note 18)
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
99
|
|
||||||||
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
||||||||
Share-based compensation expense, net of tax
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||||||
Options exercised
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Dividends paid
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
||||||||
Repurchases of common stock (Note 18)
|
—
|
|
|
—
|
|
|
(250
|
)
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
|
—
|
|
|
(250
|
)
|
||||||||
December 31, 2015
|
400
|
|
|
1
|
|
|
3,187
|
|
|
19
|
|
|
(686
|
)
|
|
2,921
|
|
|
(2
|
)
|
|
2,919
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,240
|
)
|
|
(1,240
|
)
|
|
(4
|
)
|
|
(1,244
|
)
|
||||||||
TEUs (Note 18)
|
—
|
|
|
—
|
|
|
359
|
|
|
—
|
|
|
—
|
|
|
359
|
|
|
—
|
|
|
359
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
4
|
|
||||||||
Share-based compensation expense, net of tax
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||||||
Dividends paid
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
||||||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||||
December 31, 2016
|
$
|
400
|
|
|
$
|
1
|
|
|
$
|
3,547
|
|
|
$
|
21
|
|
|
$
|
(1,927
|
)
|
|
$
|
2,042
|
|
|
$
|
(3
|
)
|
|
$
|
2,039
|
|
|
|
Year Ended December 31,
|
||||||
(amounts in millions)
|
|
2016
|
|
2015
|
||||
Restricted cash, current:
|
|
|
|
|
||||
Cash deposits associated with certain letters of credit (1)
|
|
$
|
41
|
|
|
$
|
39
|
|
Pre-funded original issue discount on Tranche C Term Loan (2)
|
|
20
|
|
|
—
|
|
||
Interest earned on funds in escrow
|
|
1
|
|
|
—
|
|
||
|
|
$
|
62
|
|
|
$
|
39
|
|
Restricted cash, long-term:
|
|
|
|
|
|
|
||
Restricted cash related to the issuance of the Tranche C Term Loan (2)
|
|
$
|
2,000
|
|
|
$
|
—
|
|
(1)
|
Upon the Emergence Date, approximately
$35 million
of these deposits were returned to Dynegy.
|
(2)
|
Upon the close of the Delta Transaction, as defined herein, the proceeds from the issuance of the Tranche C Term Loan were released from escrow. Please read
Note 14—Debt
for further information.
|
Asset Group
|
|
Range of
Years
|
Power generation
|
|
1 to 36
|
Buildings and improvements
|
|
4 to 40
|
Office and other equipment
|
|
3 to 20
|
•
|
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.
|
|
|
Year Ended December 31,
|
||||||
(amounts in millions)
|
|
2016
|
|
2015
|
||||
Balance at beginning of year
|
|
$
|
280
|
|
|
$
|
224
|
|
Accretion expense
|
|
20
|
|
|
21
|
|
||
Liabilities incurred
|
|
—
|
|
|
4
|
|
||
Liabilities settled
|
|
(1
|
)
|
|
(4
|
)
|
||
Revision of previous estimate (1)
|
|
(12
|
)
|
|
(57
|
)
|
||
Acquisitions
|
|
—
|
|
|
92
|
|
||
Balance at end of year
|
|
$
|
287
|
|
|
$
|
280
|
|
(1)
|
Based on management’s review and assessment of CCR compliance timing and site-specific analysis.
|
•
|
Level 1—Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities, and U.S. government treasury securities.
|
•
|
Level 2—Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using industry-standard models or other valuation methodologies in which substantially all assumptions are observable in the marketplace throughout the full term of the instrument, and can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over the counter forwards, options, and swaps.
|
•
|
Level 3—Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Level 3 instruments include those that may be more structured or otherwise tailored to our needs. At each balance sheet date, we perform an analysis of all instruments and include in Level 3 all of those whose fair value is based on significant unobservable inputs.
|
(amounts in millions)
|
|
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
|
|
49
|
|
|
126
|
|
|
175
|
|
|||
Inventory
|
|
167
|
|
|
105
|
|
|
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
|
|
2,773
|
|
|
2,734
|
|
|
5,507
|
|
|||
Investment in unconsolidated affiliate
|
|
200
|
|
|
—
|
|
|
200
|
|
|||
Intangible assets (including current portion of $67 million and $36 million, respectively)
|
|
111
|
|
|
84
|
|
|
195
|
|
|||
Other long-term assets
|
|
28
|
|
|
35
|
|
|
63
|
|
|||
Total assets acquired
|
|
3,631
|
|
|
3,186
|
|
|
6,817
|
|
|||
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
27
|
|
|
96
|
|
|
123
|
|
|||
Accrued liabilities and other current liabilities
|
|
21
|
|
|
10
|
|
|
31
|
|
|||
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
|
|
43
|
|
|
49
|
|
|
92
|
|
|||
Intangible liabilities (including current portion of $24 million and $58 million, respectively)
|
|
73
|
|
|
93
|
|
|
166
|
|
|||
Deferred income taxes, net
|
|
509
|
|
|
—
|
|
|
509
|
|
|||
Other long-term liabilities
|
|
—
|
|
|
40
|
|
|
40
|
|
|||
Total liabilities assumed
|
|
769
|
|
|
395
|
|
|
1,164
|
|
|||
Identifiable net assets acquired
|
|
2,862
|
|
|
2,791
|
|
|
5,653
|
|
|||
Goodwill
|
|
799
|
|
|
—
|
|
|
799
|
|
|||
Net assets acquired
|
|
$
|
3,661
|
|
|
$
|
2,791
|
|
|
$
|
6,452
|
|
|
|
Year Ended December 31,
|
||||||
(amounts in millions)
|
|
2016
|
|
2015
|
||||
PJM
|
|
$
|
272
|
|
|
$
|
271
|
|
NY/NE
|
|
527
|
|
|
526
|
|
||
Total
|
|
$
|
799
|
|
|
$
|
797
|
|
|
|
Year Ended December 31,
|
||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Acquisition costs (1)
|
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
19
|
|
Revenues
|
|
$
|
2,280
|
|
|
$
|
1,703
|
|
|
N/A
|
|
|
Operating income
|
|
$
|
235
|
|
|
$
|
230
|
|
|
N/A
|
|
(1)
|
The
year ended December 31, 2015
, included
$48 million
of commitment fees associated with a temporary bridge facility, which were payable only upon the closing of the Acquisitions.
No
amounts were borrowed under the bridge facility, and the bridge facility was cancelled, as our permanent financing for the Acquisitions was executed.
|
|
|
Year Ended December 31,
|
||||||
(amounts in millions)
|
|
2015
|
|
2014
|
||||
Revenues
|
|
$
|
4,860
|
|
|
$
|
5,574
|
|
Net income (loss)
|
|
$
|
308
|
|
|
$
|
(613
|
)
|
Net income (loss) attributable to noncontrolling interest
|
|
$
|
(3
|
)
|
|
$
|
6
|
|
Net income (loss) attributable to Dynegy Inc.
|
|
$
|
311
|
|
|
$
|
(619
|
)
|
Contract Type
|
|
Quantity
|
|
Unit of Measure
|
|
Fair Value (1)
|
|||
(dollars and quantities in millions)
|
|
Purchases (Sales)
|
|
|
|
Asset (Liability)
|
|||
Commodity contracts:
|
|
|
|
|
|
|
|||
Electricity derivatives (2)
|
|
(69
|
)
|
|
MWh
|
|
$
|
(115
|
)
|
Electricity basis derivatives (3)
|
|
(21
|
)
|
|
MWh
|
|
$
|
(4
|
)
|
Natural gas derivatives (2)
|
|
423
|
|
|
MMBtu
|
|
$
|
123
|
|
Natural gas basis derivatives
|
|
61
|
|
|
MMBtu
|
|
$
|
(12
|
)
|
Emissions derivatives
|
|
8
|
|
|
Metric Ton
|
|
$
|
(10
|
)
|
Interest rate swaps
|
|
769
|
|
|
U.S. Dollar
|
|
$
|
(30
|
)
|
Common stock warrants (4)
|
|
16
|
|
|
Warrant
|
|
$
|
(1
|
)
|
(1)
|
Includes both asset and liability risk management positions, but excludes margin and collateral netting of
$54 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.
|
|
|
|
|
|
December 31, 2016
|
||||||||||||||
|
|
|
|
|
|
|
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
|
|
$
|
311
|
|
|
$
|
(165
|
)
|
|
$
|
|
|
|
$
|
146
|
|
|
Total derivative assets
|
|
|
|
$
|
311
|
|
|
$
|
(165
|
)
|
|
$
|
—
|
|
|
$
|
146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Commodity contracts
|
|
Liabilities from risk management activities
|
|
$
|
(329
|
)
|
|
$
|
165
|
|
|
$
|
54
|
|
|
$
|
(110
|
)
|
|
Interest rate contracts
|
|
Liabilities from risk management activities
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
||||
|
Common stock warrants
|
|
Accrued liabilities and other current liabilities
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
|
Total derivative liabilities
|
|
|
|
$
|
(360
|
)
|
|
$
|
165
|
|
|
$
|
54
|
|
|
$
|
(141
|
)
|
Total derivatives
|
|
|
|
$
|
(49
|
)
|
|
$
|
|
|
|
$
|
54
|
|
|
$
|
5
|
|
|
|
|
|
|
December 31, 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
|
|
$
|
403
|
|
|
$
|
(285
|
)
|
|
$
|
|
|
|
$
|
118
|
|
|
Total derivative assets
|
|
|
|
$
|
403
|
|
|
$
|
(285
|
)
|
|
$
|
—
|
|
|
$
|
118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Commodity contracts
|
|
Liabilities from risk management activities
|
|
$
|
(557
|
)
|
|
$
|
285
|
|
|
$
|
106
|
|
|
$
|
(166
|
)
|
|
Interest rate contracts
|
|
Liabilities from risk management activities
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
||||
|
Common stock warrants
|
|
Other long-term liabilities
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||
|
Total derivative liabilities
|
|
|
|
$
|
(606
|
)
|
|
$
|
285
|
|
|
$
|
106
|
|
|
$
|
(215
|
)
|
Total derivatives
|
|
|
|
$
|
(203
|
)
|
|
$
|
|
|
|
$
|
106
|
|
|
$
|
(97
|
)
|
Location on Balance Sheet
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
(amounts in millions)
|
|
|
|
|
||||
Gross collateral posted with counterparties
|
|
$
|
116
|
|
|
$
|
162
|
|
Less: Collateral netted against risk management liabilities
|
|
54
|
|
|
106
|
|
||
Net collateral within Prepayments and other current assets
|
|
$
|
62
|
|
|
$
|
56
|
|
Derivatives Not Designated as Hedges
|
|
Location of Gain (Loss) Recognized in Income on Derivatives
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||
(amounts in millions)
|
|
|
|
|
|
|
|
|
||||||
Commodity contracts
|
|
Revenues
|
|
$
|
270
|
|
|
$
|
194
|
|
|
$
|
(183
|
)
|
Interest rate contracts
|
|
Interest expense
|
|
$
|
(5
|
)
|
|
$
|
(15
|
)
|
|
$
|
(15
|
)
|
Common stock warrants
|
|
Other income and (expense), net
|
|
$
|
6
|
|
|
$
|
54
|
|
|
$
|
(40
|
)
|
|
|
Fair Value as of December 31, 2016
|
||||||||||||||
(amounts in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
118
|
|
|
$
|
20
|
|
|
$
|
138
|
|
Natural gas derivatives
|
|
—
|
|
|
169
|
|
|
4
|
|
|
173
|
|
||||
Total assets from commodity risk management activities
|
|
$
|
—
|
|
|
$
|
287
|
|
|
$
|
24
|
|
|
$
|
311
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
(245
|
)
|
|
$
|
(12
|
)
|
|
$
|
(257
|
)
|
Natural gas derivatives
|
|
—
|
|
|
(52
|
)
|
|
(10
|
)
|
|
(62
|
)
|
||||
Emissions derivatives
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||
Total liabilities from commodity risk management activities
|
|
—
|
|
|
(307
|
)
|
|
(22
|
)
|
|
(329
|
)
|
||||
Liabilities from interest rate contracts
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
(30
|
)
|
||||
Liabilities from outstanding common stock warrants
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Total liabilities
|
|
$
|
(1
|
)
|
|
$
|
(337
|
)
|
|
$
|
(22
|
)
|
|
$
|
(360
|
)
|
|
|
Fair Value as of December 31, 2015
|
||||||||||||||
(amounts in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
308
|
|
|
$
|
40
|
|
|
$
|
348
|
|
Natural gas derivatives
|
|
—
|
|
|
40
|
|
|
2
|
|
|
42
|
|
||||
Coal derivatives
|
|
—
|
|
|
10
|
|
|
3
|
|
|
13
|
|
||||
Total assets from commodity risk management activities
|
|
$
|
—
|
|
|
$
|
358
|
|
|
$
|
45
|
|
|
$
|
403
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
(267
|
)
|
|
$
|
(58
|
)
|
|
$
|
(325
|
)
|
Natural gas derivatives
|
|
—
|
|
|
(158
|
)
|
|
(34
|
)
|
|
(192
|
)
|
||||
Diesel derivatives
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||
Coal derivatives
|
|
—
|
|
|
(35
|
)
|
|
(1
|
)
|
|
(36
|
)
|
||||
Total liabilities from commodity risk management activities
|
|
—
|
|
|
(464
|
)
|
|
(93
|
)
|
|
(557
|
)
|
||||
Liabilities from interest rate contracts
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
||||
Liabilities from outstanding common stock warrants
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||
Total liabilities
|
|
$
|
(7
|
)
|
|
$
|
(506
|
)
|
|
$
|
(93
|
)
|
|
$
|
(606
|
)
|
Transaction Type
|
|
Quantity
|
|
Unit of Measure
|
|
Net Fair Value
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Significant Unobservable Input Range
|
|||
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Electricity derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Forward contracts—power (1)
|
|
(8
|
)
|
|
Million MWh
|
|
$
|
10
|
|
|
Basis spread + liquid location
|
|
Basis spread
|
|
$4.30 - $6.30
|
FTRs
|
|
(19
|
)
|
|
Million MWh
|
|
$
|
(2
|
)
|
|
Historical congestion
|
|
Forward price
|
|
$0 - $6.00
|
Natural gas derivatives (1)
|
|
73
|
|
|
Million MMBtu
|
|
$
|
(6
|
)
|
|
Illiquid location fixed price
|
|
Forward price
|
|
$2.00 - $2.50
|
(1)
|
Represents forward financial and physical transactions at illiquid pricing locations and long-dated contracts.
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
(amounts in millions)
|
|
Electricity
Derivatives |
|
Natural Gas Derivatives
|
|
Coal Derivatives
|
|
Total
|
||||||||
Balance at December 31, 2015
|
|
$
|
(18
|
)
|
|
$
|
(32
|
)
|
|
$
|
2
|
|
|
$
|
(48
|
)
|
Total gains (losses) included in earnings
|
|
59
|
|
|
49
|
|
|
(4
|
)
|
|
104
|
|
||||
Settlements (1)
|
|
(33
|
)
|
|
(23
|
)
|
|
2
|
|
|
(54
|
)
|
||||
Balance at December 31, 2016
|
|
$
|
8
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
2
|
|
Unrealized gains (losses) relating to instruments held as of December 31, 2016
|
|
$
|
59
|
|
|
$
|
49
|
|
|
$
|
(4
|
)
|
|
$
|
104
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(amounts in millions)
|
|
Electricity
Derivatives |
|
Natural Gas Derivatives
|
|
Heat Rate Derivatives
|
|
Coal Derivatives
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
Total gains included in earnings
|
|
39
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||
Settlements (1)
|
|
1
|
|
|
28
|
|
|
9
|
|
|
(2
|
)
|
|
36
|
|
|||||
Acquisitions
|
|
(54
|
)
|
|
(63
|
)
|
|
(9
|
)
|
|
4
|
|
|
(122
|
)
|
|||||
Balance at December 31, 2015
|
|
$
|
(18
|
)
|
|
$
|
(32
|
)
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(48
|
)
|
Unrealized gains relating to instruments held as of December 31, 2015
|
|
$
|
39
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42
|
|
|
|
Year Ended December 31, 2014
|
||||||||||
(amounts in millions)
|
|
Electricity Derivatives
|
|
Heat Rate Derivatives
|
|
Total
|
||||||
Balance at December 31, 2013
|
|
$
|
11
|
|
|
$
|
(1
|
)
|
|
$
|
10
|
|
Total gains (losses) included in earnings
|
|
(9
|
)
|
|
1
|
|
|
(8
|
)
|
|||
Settlements (1)
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Balance at December 31, 2014
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
Unrealized gains (losses) relating to instruments held as of December 31, 2014
|
|
$
|
(9
|
)
|
|
$
|
1
|
|
|
$
|
(8
|
)
|
(1)
|
For purposes of these tables, we define settlements as the beginning of period fair value of contracts that settled during the period.
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
(amounts in millions)
|
|
Fair Value Hierarchy
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Dynegy Inc.:
|
|
|
|
|
|
|
|
|
|
|
||||||||
6.75% Senior Notes, due 2019 (1)
|
|
Level 2
|
|
$
|
(2,083
|
)
|
|
$
|
(2,137
|
)
|
|
$
|
(2,077
|
)
|
|
$
|
(1,985
|
)
|
Tranche B-2 Term Loan, due 2020 (1)
|
|
Level 2
|
|
$
|
(219
|
)
|
|
$
|
(225
|
)
|
|
$
|
(766
|
)
|
|
$
|
(754
|
)
|
Tranche C Term Loan, due 2023 (1)
|
|
Level 2
|
|
$
|
(1,994
|
)
|
|
$
|
(2,025
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
7.375% Senior Notes, due 2022 (1)
|
|
Level 2
|
|
$
|
(1,731
|
)
|
|
$
|
(1,665
|
)
|
|
$
|
(1,729
|
)
|
|
$
|
(1,531
|
)
|
5.875% Senior Notes, due 2023 (1)
|
|
Level 2
|
|
$
|
(492
|
)
|
|
$
|
(431
|
)
|
|
$
|
(491
|
)
|
|
$
|
(404
|
)
|
7.625% Senior Notes, due 2024 (1)
|
|
Level 2
|
|
$
|
(1,237
|
)
|
|
$
|
(1,156
|
)
|
|
$
|
(1,235
|
)
|
|
$
|
(1,078
|
)
|
8.00% Senior Notes, due 2025 (1)
|
|
Level 2
|
|
$
|
(738
|
)
|
|
$
|
(703
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
7.00% Amortizing Notes, due 2019 (1)
|
|
Level 2
|
|
$
|
(78
|
)
|
|
$
|
(90
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward capacity agreement (1)
|
|
Level 3
|
|
$
|
(205
|
)
|
|
$
|
(205
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Inventory financing agreements
|
|
Level 3
|
|
$
|
(129
|
)
|
|
$
|
(127
|
)
|
|
$
|
(136
|
)
|
|
$
|
(137
|
)
|
Equipment financing agreements (1)
|
|
Level 3
|
|
$
|
(73
|
)
|
|
$
|
(73
|
)
|
|
$
|
(61
|
)
|
|
$
|
(61
|
)
|
Genco:
|
|
|
|
|
|
|
|
|
|
|
||||||||
7.00% Senior Notes Series H, due 2018 (1)
|
|
Level 2
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(276
|
)
|
|
$
|
(204
|
)
|
6.30% Senior Notes Series I, due 2020 (1)
|
|
Level 2
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(213
|
)
|
|
$
|
(148
|
)
|
7.95% Senior Notes Series F, due 2032 (1)
|
|
Level 2
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(225
|
)
|
|
$
|
(162
|
)
|
Liabilities subject to compromise (2)
|
|
Level 3
|
|
$
|
(825
|
)
|
|
$
|
(366
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Carrying amounts include unamortized discounts and debt issuance costs. Please read
Note 14—Debt
for further discussion.
|
(2)
|
Carrying amounts represent the Genco senior notes that have been classified as liabilities subject to compromise as of December 31, 2016. The fair value of the senior notes was equal to the Genco Plan consideration and is a level 3 valuation due to a lack of observable inputs that make up the consideration. Please read
Note 22—Genco Chapter 11 Bankruptcy
for further details.
|
|
|
Year Ended December 31,
|
||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning of period
|
|
$
|
19
|
|
|
$
|
20
|
|
|
$
|
58
|
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
||||||
Actuarial gain (loss) and plan amendments (net of tax of $3, zero, and zero, respectively)
|
|
2
|
|
|
3
|
|
|
(33
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
||||||
Settlement cost (net of tax of zero) (1)
|
|
5
|
|
|
—
|
|
|
—
|
|
|||
Amortization of unrecognized prior service credit and actuarial gain (net of tax of zero, zero, and zero, respectively) (2)
|
|
(5
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|||
Net current period other comprehensive income (loss), net of tax
|
|
2
|
|
|
(1
|
)
|
|
(38
|
)
|
|||
End of period
|
|
$
|
21
|
|
|
$
|
19
|
|
|
$
|
20
|
|
(1)
|
Amount is related to the EEI other post-employment benefit plan settlement cost and was recorded in Operating and maintenance expense in our consolidated statements of operations. Please read
Note 19—Employee Compensation, Savings, Pension and Other Post-Employment Benefit Plans
for further discussion.
|
(2)
|
Amounts are associated with our defined benefit pension and other post-employment benefit plans and are included in the computation of net periodic pension cost. Please read
Note 19—Employee Compensation, Savings, Pension and Other Post-Employment Benefit Plans
for further discussion.
|
|
|
Year Ended December 31,
|
||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest paid (net of amount capitalized of $10, $12, and $9, respectively)
|
|
$
|
548
|
|
|
$
|
491
|
|
|
$
|
120
|
|
Taxes paid (net of refunds)
|
|
$
|
(1
|
)
|
|
$
|
2
|
|
|
$
|
—
|
|
Other non-cash investing and financing activity:
|
|
|
|
|
|
|
||||||
Change in capital expenditures included in accounts payable
|
|
$
|
(13
|
)
|
|
$
|
10
|
|
|
$
|
23
|
|
Change in capital expenditures pursuant to equipment financing agreements
|
|
$
|
11
|
|
|
$
|
61
|
|
|
$
|
—
|
|
Non-cash consideration transferred for acquisitions
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
—
|
|
(amounts in millions)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Materials and supplies
|
|
$
|
182
|
|
|
$
|
178
|
|
Coal (1)
|
|
238
|
|
|
350
|
|
||
Fuel oil (1)
|
|
17
|
|
|
17
|
|
||
Emissions allowances (2)
|
|
8
|
|
|
51
|
|
||
Other
|
|
—
|
|
|
1
|
|
||
Total
|
|
$
|
445
|
|
|
$
|
597
|
|
(1)
|
At
December 31, 2016
, approximately
$44 million
and
$12 million
of the coal and fuel oil inventory, respectively, are part of an inventory financing agreement. At
December 31, 2015
, approximately
$44 million
and
$16 million
of the coal and fuel oil inventory, respectively, were part of an inventory financing agreement. Please read
Note 14—Debt
—Brayton Point Inventory Financing for further discussion.
|
(2)
|
At
December 31, 2016
and
December 31, 2015
, a portion of this inventory was held as collateral by one of our counterparties as part of an inventory financing agreement. Please read
Note 14—Debt
—Emissions Repurchase Agreements for further discussion.
|
(amounts in millions)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Power generation
|
|
$
|
7,537
|
|
|
$
|
8,178
|
|
Buildings and improvements
|
|
944
|
|
|
956
|
|
||
Office and other equipment
|
|
98
|
|
|
101
|
|
||
Property, plant and equipment
|
|
8,579
|
|
|
9,235
|
|
||
Accumulated depreciation
|
|
(1,458
|
)
|
|
(888
|
)
|
||
Property, plant and equipment, net
|
|
$
|
7,121
|
|
|
$
|
8,347
|
|
|
|
Year Ended December 31,
|
||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total interest costs incurred
|
|
$
|
556
|
|
|
$
|
487
|
|
|
$
|
187
|
|
Capitalized interest
|
|
$
|
10
|
|
|
$
|
12
|
|
|
$
|
9
|
|
Facility
|
|
Fair Value
|
|
2016
|
|
2015
|
||||||
Stuart (1)
|
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
—
|
|
Newton FGD (2)
|
|
$
|
—
|
|
|
148
|
|
|
—
|
|
||
Baldwin (3)
|
|
$
|
97
|
|
|
645
|
|
|
—
|
|
||
Wood River (4)
|
|
$
|
—
|
|
|
—
|
|
|
74
|
|
||
Brayton Point (5)
|
|
$
|
86
|
|
|
—
|
|
|
25
|
|
||
Total
|
|
|
|
$
|
849
|
|
|
$
|
99
|
|
(1)
|
On-going required maintenance and environmental capital expenditures combined with consistently poor reliability and a determination that the facility would experience recurring negative cash flows.
|
(2)
|
The flue gas desulfurization (“FGD”) systems construction project at our Newton generation facility was terminated.
|
(3)
|
Units failed to recover their basic operating costs in the most recent MISO auction.
|
(4)
|
Primarily attributable to its uneconomic operation stemming from a poorly designed wholesale capacity market and increased environmental costs.
|
(5)
|
Temperate weather had a significant impact on the facility’s remaining cash flows, as the facility will retire in June 2017.
|
|
|
December 31, 2016
|
|||||||||||||||||
(dollars in millions)
|
|
Ownership Interest
|
|
Property, Plant and Equipment
|
|
Accumulated Depreciation
|
|
Construction Work in Progress
|
|
Total
|
|||||||||
Miami Fort
|
|
64.0
|
%
|
|
$
|
207
|
|
|
$
|
(39
|
)
|
|
$
|
4
|
|
|
$
|
172
|
|
Stuart (1)
|
|
39.0
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Conesville (1)
|
|
40.0
|
%
|
|
$
|
61
|
|
|
$
|
(3
|
)
|
|
$
|
6
|
|
|
$
|
64
|
|
Zimmer
|
|
46.5
|
%
|
|
$
|
115
|
|
|
$
|
(25
|
)
|
|
$
|
6
|
|
|
$
|
96
|
|
Killen (1)
|
|
33.0
|
%
|
|
$
|
19
|
|
|
$
|
(2
|
)
|
|
$
|
3
|
|
|
$
|
20
|
|
|
|
December 31, 2015
|
|||||||||||||||||
(dollars in millions)
|
|
Ownership Interest
|
|
Property, Plant and Equipment
|
|
Accumulated Depreciation
|
|
Construction Work in Progress
|
|
Total
|
|||||||||
Miami Fort
|
|
64.0
|
%
|
|
$
|
207
|
|
|
$
|
(16
|
)
|
|
$
|
3
|
|
|
$
|
194
|
|
Stuart (1)
|
|
39.0
|
%
|
|
$
|
32
|
|
|
$
|
(4
|
)
|
|
$
|
20
|
|
|
$
|
48
|
|
Conesville (1)
|
|
40.0
|
%
|
|
$
|
61
|
|
|
$
|
(2
|
)
|
|
$
|
4
|
|
|
$
|
63
|
|
Zimmer
|
|
46.5
|
%
|
|
$
|
99
|
|
|
$
|
(10
|
)
|
|
$
|
11
|
|
|
$
|
100
|
|
Killen (1)
|
|
33.0
|
%
|
|
$
|
17
|
|
|
$
|
(1
|
)
|
|
$
|
2
|
|
|
$
|
18
|
|
(1)
|
Facilities not operated by Dynegy.
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(amounts in millions)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Electricity contracts
|
|
$
|
260
|
|
|
$
|
(206
|
)
|
|
$
|
54
|
|
|
$
|
260
|
|
|
$
|
(126
|
)
|
|
$
|
134
|
|
Gas transport contracts
|
|
13
|
|
|
(6
|
)
|
|
7
|
|
|
46
|
|
|
(16
|
)
|
|
30
|
|
||||||
Total intangible assets
|
|
$
|
273
|
|
|
$
|
(212
|
)
|
|
$
|
61
|
|
|
$
|
306
|
|
|
$
|
(142
|
)
|
|
$
|
164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Electricity contracts
|
|
$
|
(28
|
)
|
|
$
|
26
|
|
|
$
|
(2
|
)
|
|
$
|
(30
|
)
|
|
$
|
19
|
|
|
$
|
(11
|
)
|
Coal contracts
|
|
(49
|
)
|
|
42
|
|
|
(7
|
)
|
|
(134
|
)
|
|
82
|
|
|
(52
|
)
|
||||||
Coal transport contracts
|
|
(86
|
)
|
|
73
|
|
|
(13
|
)
|
|
(104
|
)
|
|
64
|
|
|
(40
|
)
|
||||||
Gas transport contracts
|
|
(41
|
)
|
|
8
|
|
|
(33
|
)
|
|
(64
|
)
|
|
27
|
|
|
(37
|
)
|
||||||
Total intangible liabilities
|
|
$
|
(204
|
)
|
|
$
|
149
|
|
|
$
|
(55
|
)
|
|
$
|
(332
|
)
|
|
$
|
192
|
|
|
$
|
(140
|
)
|
Intangible assets and liabilities, net
|
|
$
|
69
|
|
|
$
|
(63
|
)
|
|
$
|
6
|
|
|
$
|
(26
|
)
|
|
$
|
50
|
|
|
$
|
24
|
|
|
|
Year Ended December 31,
|
||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Electricity contracts, net (1)
|
|
$
|
70
|
|
|
$
|
75
|
|
|
$
|
96
|
|
Coal contracts, net (2)
|
|
(41
|
)
|
|
(60
|
)
|
|
(14
|
)
|
|||
Coal transport contracts, net (2)
|
|
(27
|
)
|
|
(32
|
)
|
|
(29
|
)
|
|||
Gas transport contracts, net (2)
|
|
19
|
|
|
6
|
|
|
(8
|
)
|
|||
Total
|
|
$
|
21
|
|
|
$
|
(11
|
)
|
|
$
|
45
|
|
(1)
|
The amortization of these contracts is recognized in Revenues or Cost of sales in our consolidated statements of operations.
|
(2)
|
The amortization of these contracts is recognized in Cost of sales in our consolidated statements of operations.
|
(in millions, except price per TEU)
|
|
SPC
|
|
Amortizing Note
|
|
Total
|
||||||
Price per TEU
|
|
$
|
81
|
|
|
$
|
19
|
|
|
$
|
100
|
|
|
|
|
|
|
|
|
||||||
Gross proceeds
|
|
$
|
373
|
|
|
$
|
87
|
|
|
$
|
460
|
|
Less: Issuance costs
|
|
(14
|
)
|
|
(3
|
)
|
|
(17
|
)
|
|||
Net proceeds
|
|
$
|
359
|
|
|
$
|
84
|
|
|
$
|
443
|
|
VWAP of Dynegy Common Stock
|
|
Common Shares Issued
|
Equal to or greater than $19.92
|
|
5.0201 shares (minimum settlement rate)
|
Less than $19.92, but greater than $16.13
|
|
$100 divided by VWAP
|
Less than or equal to $16.13
|
|
6.1996 shares (maximum settlement rate)
|
(amounts in millions)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Secured Obligations:
|
|
|
|
|
||||
Dynegy Inc.:
|
|
|
|
|
||||
Tranche B-2 Term Loan, due 2020
|
|
$
|
224
|
|
|
$
|
780
|
|
Tranche C Term Loan, due 2023 (1)
|
|
2,000
|
|
|
—
|
|
||
Revolving Facility
|
|
—
|
|
|
—
|
|
||
Forward Capacity Agreement
|
|
219
|
|
|
—
|
|
||
Inventory Financing Agreements
|
|
129
|
|
|
136
|
|
||
Subtotal secured obligations
|
|
2,572
|
|
|
916
|
|
||
Unsecured Obligations:
|
|
|
|
|
||||
Dynegy Inc.:
|
|
|
|
|
||||
7.00% Amortizing Notes, due 2019 (TEUs)
|
|
80
|
|
|
—
|
|
||
6.75% Senior Notes, due 2019
|
|
2,100
|
|
|
2,100
|
|
||
7.375% Senior Notes, due 2022
|
|
1,750
|
|
|
1,750
|
|
||
5.875% Senior Notes, due 2023
|
|
500
|
|
|
500
|
|
||
7.625% Senior Notes, due 2024
|
|
1,250
|
|
|
1,250
|
|
||
8.00% Senior Notes, due 2025 (2)
|
|
750
|
|
|
—
|
|
||
Equipment Financing Agreements
|
|
97
|
|
|
75
|
|
||
Subtotal unsecured obligations
|
|
6,527
|
|
|
5,675
|
|
||
Total Dynegy Inc.
|
|
9,099
|
|
|
6,591
|
|
||
Genco Unsecured Obligations
(3)
:
|
|
|
|
|
||||
7.00% Senior Notes Series H, due 2018
|
|
—
|
|
|
300
|
|
||
6.30% Senior Notes Series I, due 2020
|
|
—
|
|
|
250
|
|
||
7.95% Senior Notes Series F, due 2032
|
|
—
|
|
|
275
|
|
||
Total Genco
|
|
—
|
|
|
825
|
|
||
Total debt obligations
|
|
9,099
|
|
|
7,416
|
|
||
Unamortized debt discounts and issuance costs (4)
|
|
(120
|
)
|
|
(207
|
)
|
||
|
|
8,979
|
|
|
7,209
|
|
||
Less: Current maturities, including unamortized debt discounts and issuance costs, net
|
|
201
|
|
|
80
|
|
||
Total Long-term debt
|
|
$
|
8,778
|
|
|
$
|
7,129
|
|
(1)
|
At
December 31, 2016
, the escrowed term loan, under the Finance IV Credit Agreement, was secured by first-priority liens on amounts in the applicable escrow account which was classified as long-term Restricted cash in our consolidated balance sheet. Upon the close of the Delta Transaction, this debt obligation became Dynegy Inc.’s secured obligation. Please read Finance IV Credit Agreement below for further discussion.
|
(2)
|
The
$750 million
,
8 percent
unsecured senior notes (the “2025 Senior Notes”) do not provide registration rights but otherwise have terms and provisions similar to our approximately
$5.6 billion
in senior notes (“Dynegy Senior Notes”).
|
(3)
|
On December 9, 2016, Genco filed a prepackaged plan of reorganization Chapter 11 Case (the “Chapter 11 Case”). As a result, we reclassified the Genco unsecured obligations as Liabilities subject to compromise in our December 31, 2016 consolidated balance sheet. Additionally, we wrote off approximately
$94 million
of remaining unamortized debt discount. See
Note 22—Genco Chapter 11 Bankruptcy
for further discussion.
|
(4)
|
Includes
$111 million
of unamortized debt discounts as of
December 31, 2015
relating to the Genco unsecured obligations.
|
|
|
(in millions)
|
||
2017
|
|
$
|
210
|
|
2018
|
|
212
|
|
|
2019
|
|
2,200
|
|
|
2020
|
|
262
|
|
|
2021
|
|
31
|
|
|
Thereafter
|
|
6,184
|
|
|
Total
|
|
$
|
9,099
|
|
|
|
Year Ended December 31,
|
||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current tax benefit (expense)
|
|
$
|
15
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
Deferred tax benefit
|
|
30
|
|
|
477
|
|
|
1
|
|
|||
Income tax benefit
|
|
$
|
45
|
|
|
$
|
474
|
|
|
$
|
1
|
|
|
|
Year Ended December 31,
|
||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Expected tax benefit at U.S. statutory rate (35%)
|
|
$
|
451
|
|
|
$
|
149
|
|
|
$
|
94
|
|
State taxes
|
|
16
|
|
|
68
|
|
|
—
|
|
|||
Permanent differences (1)
|
|
(4
|
)
|
|
16
|
|
|
(15
|
)
|
|||
Valuation allowance (2)(3)
|
|
(404
|
)
|
|
271
|
|
|
(331
|
)
|
|||
NOL reduction from acceleration of AMT Credits
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|||
Uncertain tax position
|
|
—
|
|
|
—
|
|
|
244
|
|
|||
Unconsolidated subsidiary adjustment
|
|
—
|
|
|
—
|
|
|
5
|
|
|||
Adjustment to AMT credits
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|||
Other
|
|
3
|
|
|
(4
|
)
|
|
4
|
|
|||
Income tax benefit
|
|
$
|
45
|
|
|
$
|
474
|
|
|
$
|
1
|
|
(1)
|
Permanent items for
years ended December 31, 2016, 2015 and 2014
included a
$2 million
benefit, an
$18 million
benefit, and a
$14 million
expense, respectively, for the change in the fair value of warrants during the year that were not deductible for income taxes. Income tax benefit for the year ended December 31, 2016 includes
$5 million
of Income tax expense for non-deductible legal fees related to the Genco Plan. Please read
Note 22—Genco Chapter 11 Bankruptcy
for further discussion.
|
(2)
|
The EquiPower Acquisition on April 1, 2015 caused a change in the attributes and impacted our estimate of the realizability of our deferred tax assets. As a result, we recorded a
$453 million
reduction to our valuation allowance in 2015 and
$3 million
in 2016.
|
(3)
|
On April 14, 2014, we received final notice from the Internal Revenue Service (“IRS”) that their audit of our 2012 tax year has been completed. In accordance with accounting guidance in ASC 740, Income Taxes (“ASC 740”), we recognized
$270 million
of net tax benefits for tax positions included in the 2012 tax return that had not previously met the “more likely than not” recognition threshold. These benefits were recognized in the second quarter of 2014 as a discrete item with a corresponding adjustment to the valuation allowance.
|
|
|
Year Ended December 31,
|
||||||
(amounts in millions)
|
|
2016
|
|
2015
|
||||
Non-current deferred tax assets:
|
|
|
|
|
||||
NOL carryforwards
|
|
$
|
1,629
|
|
|
$
|
1,533
|
|
AMT and state tax credit carryforwards
|
|
241
|
|
|
275
|
|
||
Reserves (legal, environmental and other)
|
|
7
|
|
|
17
|
|
||
Pension and other post-employment benefits
|
|
18
|
|
|
16
|
|
||
Asset retirement obligations
|
|
85
|
|
|
89
|
|
||
Deferred financing costs and intangible/other contracts
|
|
48
|
|
|
64
|
|
||
Derivative contracts
|
|
57
|
|
|
69
|
|
||
Other
|
|
46
|
|
|
27
|
|
||
Subtotal
|
|
2,131
|
|
|
2,090
|
|
||
Less: valuation allowance
|
|
(1,704
|
)
|
|
(1,276
|
)
|
||
Total non-current deferred tax assets
|
|
$
|
427
|
|
|
$
|
814
|
|
Non-current deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and other property differences
|
|
$
|
(371
|
)
|
|
$
|
(738
|
)
|
Investment in unconsolidated partnership
|
|
—
|
|
|
(27
|
)
|
||
Derivative contracts
|
|
(44
|
)
|
|
(4
|
)
|
||
Other
|
|
(17
|
)
|
|
(74
|
)
|
||
Total non-current deferred tax liabilities
|
|
$
|
(432
|
)
|
|
$
|
(843
|
)
|
Net non-current deferred tax liabilities
|
|
$
|
(5
|
)
|
|
$
|
(29
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning of period
|
|
$
|
1,276
|
|
|
$
|
1,535
|
|
|
$
|
1,149
|
|
Changes in valuation allowance—continuing operations:
|
|
|
|
|
|
|
||||||
Charged to costs and expenses
|
|
428
|
|
|
(259
|
)
|
|
370
|
|
|||
Charged to other accounts
|
|
—
|
|
|
—
|
|
|
16
|
|
|||
End of period
|
|
$
|
1,704
|
|
|
$
|
1,276
|
|
|
$
|
1,535
|
|
|
|
Year Ended December 31,
|
||||||||||
amounts in millions
|
|
2016
|
|
2015
|
|
2014
|
||||||
Unrecognized tax benefits, beginning of period
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
274
|
|
Decrease due to settlements and payments
|
|
—
|
|
|
(1
|
)
|
|
(270
|
)
|
|||
Unrecognized tax benefits, end of period
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
|
Year Ended December 31,
|
|||||||
(in millions, except per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
|||
Shares outstanding at the beginning of the period
|
|
117
|
|
|
124
|
|
|
100
|
|
Weighted-average shares during the period of:
|
|
|
|
|
|
|
|||
Shares issuances
|
|
—
|
|
|
4
|
|
|
5
|
|
Shares repurchases
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
Prepaid stock purchase contract (TEUs) (1)
|
|
12
|
|
|
—
|
|
|
—
|
|
Basic weighted-average shares
|
|
129
|
|
|
125
|
|
|
105
|
|
Dilution from potentially dilutive shares (2)
|
|
—
|
|
|
1
|
|
|
—
|
|
Diluted weighted-average shares
|
|
129
|
|
|
126
|
|
|
105
|
|
(1)
|
The minimum settlement amount, or
23,092,460
shares, are considered to be outstanding since June 21, 2016, and are included in the computation of basic earnings (loss) per share. Please read
Note 13—Tangible Equity Units
for further discussion.
|
(2)
|
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 years ended December 31, 2016 and 2014.
|
|
|
Year Ended December 31,
|
|||||||
(in millions of shares)
|
|
2016
|
|
2015
|
|
2014
|
|||
Stock options
|
|
2.8
|
|
|
0.5
|
|
|
1.4
|
|
Restricted stock units
|
|
1.3
|
|
|
—
|
|
|
1.0
|
|
Performance stock units
|
|
1.2
|
|
|
—
|
|
|
0.3
|
|
Warrants
|
|
15.6
|
|
|
15.6
|
|
|
15.6
|
|
Series A 5.375% mandatory convertible preferred stock
|
|
12.9
|
|
|
12.9
|
|
|
4.0
|
|
TEUs
|
|
5.4
|
|
|
—
|
|
|
—
|
|
Total
|
|
39.2
|
|
|
29.0
|
|
|
22.3
|
|
|
|
Shares outstanding balance as of December 31,
|
|||||||
(in millions)
|
|
2016
|
|
2015
|
|
2014
|
|||
Beginning of period
|
|
117
|
|
|
124
|
|
|
100
|
|
Common stock offering, including shares sold through underwriter's option
|
|
—
|
|
|
—
|
|
|
24
|
|
Shares issued as consideration for the ECP Acquisition
|
|
—
|
|
|
3
|
|
|
—
|
|
Shares repurchases (in treasury)
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
Share issued under long-term compensation plans
|
|
—
|
|
|
1
|
|
|
—
|
|
End of period
|
|
117
|
|
|
117
|
|
|
124
|
|
|
Year Ended December 31, 2016
|
|||||||||||
|
Options (in thousands)
|
|
Weighted Average
Exercise Price
|
|
Weighted Average Remaining Contractual Life
(in years)
|
|
Aggregate Intrinsic Value
(amounts in millions) |
|||||
Outstanding at beginning of period
|
1,832
|
|
|
$
|
22.81
|
|
|
|
|
|
||
Granted
|
979
|
|
|
$
|
11.05
|
|
|
|
|
|
||
Forfeited
|
(6
|
)
|
|
$
|
29.56
|
|
|
|
|
|
||
Outstanding at end of period
|
2,805
|
|
|
$
|
18.69
|
|
|
8.11
|
|
$
|
—
|
|
Vested and unvested expected to vest
|
2,805
|
|
|
$
|
18.69
|
|
|
8.11
|
|
$
|
—
|
|
Exercisable at end of period
|
1,370
|
|
|
$
|
21.69
|
|
|
6.9
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Dividend Yield
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Expected volatility (1)
|
|
41.19
|
%
|
|
27.70
|
%
|
|
23.96
|
%
|
|||
Risk-free interest rate (2)
|
|
1.42
|
%
|
|
1.64
|
%
|
|
1.61
|
%
|
|||
Expected option life (3)
|
|
5.5 years
|
|
|
5.5 years
|
|
|
5.5 years
|
|
|||
Weighted average grant-date fair value
|
|
$
|
4.37
|
|
|
$
|
7.93
|
|
|
$
|
5.91
|
|
(1)
|
For the
years ended December 31, 2016, 2015 and 2014
, the expected volatility was calculated based on the historical volatilities of our stock since October 3, 2012.
|
(2)
|
The risk-free interest rate was calculated based upon observed interest rates appropriate for the term of our employee stock options.
|
(3)
|
Currently, we calculate the expected option life using the simplified methodology suggested by authoritative guidance issued by the SEC.
|
|
|
Year Ended December 31, 2016
|
|||||
|
|
RSUs (in thousands)
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at beginning of period
|
|
1,413
|
|
|
$
|
26.71
|
|
Granted
|
|
1,950
|
|
|
$
|
11.20
|
|
Vested and released
|
|
(607
|
)
|
|
$
|
25.01
|
|
Forfeited
|
|
(39
|
)
|
|
$
|
16.15
|
|
Outstanding at end of period
|
|
2,717
|
|
|
$
|
16.11
|
|
|
|
Year Ended December 31, 2016
|
|||||
|
|
PSUs (in thousands)
|
|
Weighted Average Grant Date Fair Value
|
|||
Outstanding at beginning of period
|
|
576
|
|
|
$
|
25.22
|
|
Granted
|
|
769
|
|
|
$
|
11.04
|
|
Vested and released
|
|
(1
|
)
|
|
$
|
27.24
|
|
Forfeited
|
|
(123
|
)
|
|
$
|
23.35
|
|
Outstanding at end of period
|
|
1,221
|
|
|
$
|
16.48
|
|
•
|
Three
-year performance period;
|
•
|
Payout opportunity of
0
-
200
percent of target (
100
percent), intended to be settled in shares;
|
•
|
Cumulative TSR percentile ranking calculated at end of performance period and applied to the payout scale to determine the number of earned/vested PSUs; and
|
•
|
If absolute TSR is negative, PSU award payouts will be capped at
100 percent
of the target number of PSUs granted, regardless of relative TSR positioning.
|
•
|
Dynegy 401(k) Plan.
This plan and the related trust fund are established and maintained for the exclusive benefit of participating employees in the U.S. Generally, all employees of designated Dynegy subsidiaries are eligible to participate in this plan. Except for certain represented employees, employee pre-tax and Roth contributions to the plan are matched by the Company at
100 percent
, up to a maximum of
five percent
of base pay (subject to IRS limitations) and vesting in company contributions is based on years of service with
50 percent
vesting per full year of service. This plan also allows for a discretionary contribution to eligible employee accounts for each plan year, subject to the sole discretion of the Compensation and Human Resources Committee of the Board of Directors.
No
discretionary contributions were made for any of the years in the three-year period ended
December 31, 2016
.
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Benefit obligation, beginning of the year
|
|
$
|
483
|
|
|
$
|
408
|
|
|
$
|
74
|
|
|
$
|
95
|
|
Service cost
|
|
16
|
|
|
14
|
|
|
1
|
|
|
1
|
|
||||
Interest cost
|
|
20
|
|
|
18
|
|
|
3
|
|
|
4
|
|
||||
Actuarial (gain) loss
|
|
23
|
|
|
(20
|
)
|
|
4
|
|
|
(12
|
)
|
||||
Benefits paid
|
|
(32
|
)
|
|
(26
|
)
|
|
(6
|
)
|
|
(5
|
)
|
||||
Plan change
|
|
(2
|
)
|
|
—
|
|
|
(17
|
)
|
|
(10
|
)
|
||||
Settlements
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(1
|
)
|
||||
Acquisitions
|
|
—
|
|
|
89
|
|
|
—
|
|
|
2
|
|
||||
Benefit obligation, end of the year
|
|
$
|
508
|
|
|
$
|
483
|
|
|
$
|
42
|
|
|
$
|
74
|
|
Fair value of plan assets, beginning of the year
|
|
$
|
410
|
|
|
$
|
364
|
|
|
$
|
67
|
|
|
$
|
68
|
|
Actual return on plan assets
|
|
37
|
|
|
(13
|
)
|
|
2
|
|
|
2
|
|
||||
Employer contributions
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
|
(32
|
)
|
|
(26
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||
Settlements
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
||||
Acquisitions
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets, end of the year
|
|
$
|
415
|
|
|
$
|
410
|
|
|
$
|
49
|
|
|
$
|
67
|
|
Funded status
|
|
$
|
(93
|
)
|
|
$
|
(73
|
)
|
|
$
|
7
|
|
|
$
|
(7
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Non-current assets
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
32
|
|
|
$
|
23
|
|
Current liabilities
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Non-current liabilities
|
|
(100
|
)
|
|
(78
|
)
|
|
(23
|
)
|
|
(28
|
)
|
||||
Net amount recognized
|
|
$
|
(93
|
)
|
|
$
|
(73
|
)
|
|
$
|
7
|
|
|
$
|
(7
|
)
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
Year Ended December 31,
|
||||||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Prior service credit
|
|
$
|
(12
|
)
|
|
$
|
(11
|
)
|
|
$
|
(47
|
)
|
|
$
|
(34
|
)
|
Actuarial loss (gain)
|
|
2
|
|
|
(6
|
)
|
|
1
|
|
|
2
|
|
||||
Net gain recognized
|
|
$
|
(10
|
)
|
|
$
|
(17
|
)
|
|
$
|
(46
|
)
|
|
$
|
(32
|
)
|
(amounts in millions)
|
|
Pension Benefits
|
|
Other Benefits
|
||||
Prior service credit
|
|
$
|
(1
|
)
|
|
$
|
(5
|
)
|
Actuarial (gain) loss
|
|
—
|
|
|
—
|
|
||
Net gain recognized
|
|
$
|
(1
|
)
|
|
$
|
(5
|
)
|
|
|
Pension Benefits
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost benefits earned during period
|
|
$
|
16
|
|
|
$
|
14
|
|
|
$
|
12
|
|
Interest cost on projected benefit obligation
|
|
20
|
|
|
18
|
|
|
17
|
|
|||
Expected return on plan assets
|
|
(22
|
)
|
|
(23
|
)
|
|
(21
|
)
|
|||
Amortization of:
|
|
|
|
|
|
|
||||||
Prior service credit
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Actuarial gain
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net periodic benefit cost
|
|
$
|
13
|
|
|
$
|
8
|
|
|
$
|
6
|
|
|
|
Other Benefits
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
(amounts in millions)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost benefits earned during period
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost on projected benefit obligation
|
|
3
|
|
|
4
|
|
|
4
|
|
|||
Expected return on plan assets
|
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Amortization of:
|
|
|
|
|
|
|
||||||
Prior service credit
|
|
(4
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
Net periodic benefit gain
|
|
(4
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Settlement cost (1)
|
|
6
|
|
|
—
|
|
|
—
|
|
|||
Total benefit cost (gain)
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
(1)
|
The settlement cost for the year ended December 31, 2016 was related to EEI’s other post-employment benefit plan for EEI union employees.
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Discount rate (1)
|
|
4.05
|
%
|
|
4.35
|
%
|
|
4.00
|
%
|
|
4.35
|
%
|
Rate of compensation increase (2)
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
(1)
|
We utilized a yield curve approach to determine the discount. Projected benefit payments for the plans were matched against the discount rates in the yield curve.
|
(2)
|
The rate of compensation increase used for other post-employment benefits is specifically related to the EEI post-employment plans.
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
|
4.05
|
%
|
|
4.35
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
|
4.35
|
%
|
|
4.00
|
%
|
Dynegy - Expected return on plan assets
|
|
5.60
|
%
|
|
5.70
|
%
|
|
6.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
EEI - Expected return on plan assets (1)
|
|
5.90
|
%
|
|
6.00
|
%
|
|
6.25
|
%
|
|
5.40
|
%
|
|
5.50
|
%
|
|
6.00
|
%
|
Rate of compensation increase (2)
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
(1)
|
The average expected return on EEI’s other post-employment plan assets was
5.40 percent
,
5.50 percent
, and
6 percent
for the years ended
December 31, 2016, 2015 and 2014
, respectively. The expected return on EEI’s other post-employment plan assets was
6.30 percent
,
6.20 percent
, and
6.50 percent
for EEI union employees for the years ended
December 31, 2016, 2015 and 2014
, respectively. The expected return on EEI’s other post-employment plan assets was
4.50 percent
,
4.80 percent
, and
5.50 percent
for EEI salaried employees for the years ended
December 31, 2016, 2015 and 2014
, respectively.
|
(2)
|
The rate of compensation increase used for other post-employment benefits for the years ended
December 31, 2016, 2015 and 2014
is specifically related to the EEI post-employment plans.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Health care cost trend rate assumed for next year
|
|
7.25
|
%
|
|
7.00
|
%
|
|
7.25
|
%
|
Ultimate trend rate
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Year that the rate reaches the ultimate trend rate
|
|
2025
|
|
|
2023
|
|
|
2023
|
|
(amounts in millions)
|
|
Increase
|
|
Decrease
|
||||
Aggregate impact on service cost and interest cost
|
|
$
|
1
|
|
|
$
|
—
|
|
Impact on accumulated post-employment benefit obligation
|
|
$
|
3
|
|
|
$
|
(2
|
)
|
|
|
Fair Value as of December 31, 2016
|
||||||||||||||
(amounts in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. companies (1)
|
|
18
|
|
|
129
|
|
|
—
|
|
|
147
|
|
||||
Non-U.S. companies (2)
|
|
1
|
|
|
15
|
|
|
—
|
|
|
16
|
|
||||
International (3)
|
|
8
|
|
|
58
|
|
|
—
|
|
|
66
|
|
||||
Fixed income securities (4)
|
|
70
|
|
|
161
|
|
|
—
|
|
|
231
|
|
||||
Trust asset receivable (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
101
|
|
|
$
|
365
|
|
|
$
|
—
|
|
|
$
|
466
|
|
|
|
Fair Value as of December 31, 2015
|
||||||||||||||
(amounts in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and cash equivalents
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. companies (1)
|
|
32
|
|
|
125
|
|
|
—
|
|
|
157
|
|
||||
Non-U.S. companies (2)
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
International (3)
|
|
8
|
|
|
54
|
|
|
—
|
|
|
62
|
|
||||
Fixed income securities (4)
|
|
83
|
|
|
152
|
|
|
—
|
|
|
235
|
|
||||
Trust asset receivable (5)
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
Total
|
|
$
|
124
|
|
|
$
|
353
|
|
|
$
|
—
|
|
|
$
|
477
|
|
(1)
|
This category comprises a domestic common collective trust not actively managed that tracks the Dow Jones total U.S. stock market.
|
(2)
|
This category comprises a common collective trust not actively managed that tracks the MSCI All Country World Ex-U.S. Index.
|
(3)
|
This category comprises actively managed common collective trusts that hold U.S. and foreign equities. These trusts track the MSCI World Index.
|
(4)
|
This category includes a mutual fund and a trust that invest primarily in investment grade corporate bonds.
|
(5)
|
Relates to the pension and other post-employment plans transferred to Dynegy as a result of the Acquisitions.
|
(amounts in millions)
|
|
Pension Benefits
|
|
Other Benefits
|
||||
2017
|
|
$
|
35
|
|
|
$
|
4
|
|
2018
|
|
$
|
34
|
|
|
$
|
3
|
|
2019
|
|
$
|
35
|
|
|
$
|
3
|
|
2020
|
|
$
|
37
|
|
|
$
|
3
|
|
2021
|
|
$
|
37
|
|
|
$
|
3
|
|
2022 - 2026
|
|
$
|
193
|
|
|
$
|
13
|
|
|
|
Quarter Ended
|
||||||||||||||
(amounts in millions, except per share data)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2016
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
1,123
|
|
|
$
|
904
|
|
|
$
|
1,184
|
|
|
$
|
1,107
|
|
Operating income (loss) (1)
|
|
$
|
145
|
|
|
$
|
(702
|
)
|
|
$
|
(117
|
)
|
|
$
|
34
|
|
Net loss
|
|
$
|
(10
|
)
|
|
$
|
(803
|
)
|
|
$
|
(249
|
)
|
|
$
|
(182
|
)
|
Net loss attributable to Dynegy Inc. common stockholders
|
|
$
|
(15
|
)
|
|
$
|
(807
|
)
|
|
$
|
(254
|
)
|
|
$
|
(186
|
)
|
Net loss per share attributable to Dynegy Inc. common stockholders—Basic
|
|
$
|
(0.13
|
)
|
|
$
|
(6.73
|
)
|
|
$
|
(1.81
|
)
|
|
$
|
(1.33
|
)
|
Net loss per share attributable to Dynegy Inc. common stockholders—Diluted
|
|
$
|
(0.13
|
)
|
|
$
|
(6.73
|
)
|
|
$
|
(1.81
|
)
|
|
$
|
(1.33
|
)
|
2015 (2)
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
632
|
|
|
$
|
990
|
|
|
$
|
1,232
|
|
|
$
|
1,016
|
|
Operating income (loss) (3)
|
|
$
|
(40
|
)
|
|
$
|
10
|
|
|
$
|
107
|
|
|
$
|
(13
|
)
|
Net income (loss)
|
|
$
|
(181
|
)
|
|
$
|
386
|
|
|
$
|
(24
|
)
|
|
$
|
(134
|
)
|
Net income (loss) attributable to Dynegy Inc. common stockholders
|
|
$
|
(185
|
)
|
|
$
|
382
|
|
|
$
|
(29
|
)
|
|
$
|
(140
|
)
|
Net income (loss) per share attributable to Dynegy Inc. common stockholders—Basic
|
|
$
|
(1.49
|
)
|
|
$
|
2.98
|
|
|
$
|
(0.23
|
)
|
|
$
|
(1.18
|
)
|
Net income (loss) per share attributable to Dynegy Inc. common stockholders—Diluted
|
|
$
|
(1.49
|
)
|
|
$
|
2.73
|
|
|
$
|
(0.23
|
)
|
|
$
|
(1.18
|
)
|
(1)
|
The results for the quarters ended June 30, 2016, September 30, 2016, and December 31, 2016, include impairment charges of
$645 million
,
$212 million
, and
$1 million
, respectively. See
Note 9—Property, Plant and Equipment
and
Note 11—Unconsolidated Investments
for more information.
|
(2)
|
The unaudited quarterly information for the quarters ended June 30, 2015, September 30, 2015 and December 31, 2015 reflects the impact of the Acquisitions. Please read
Note 3—Acquisitions
for further discussion.
|
(3)
|
The results for the quarters ended September 30, 2015 and December 31, 2015, include impairment charges of
$74 million
and
$25 million
, respectively. See
Note 9—Property, Plant and Equipment
for more information.
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,529
|
|
|
$
|
139
|
|
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
1,776
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
62
|
|
|||||
Accounts receivable, net
|
141
|
|
|
2,539
|
|
|
136
|
|
|
(2,430
|
)
|
|
386
|
|
|||||
Inventory
|
—
|
|
|
236
|
|
|
209
|
|
|
—
|
|
|
445
|
|
|||||
Other current assets
|
12
|
|
|
275
|
|
|
32
|
|
|
(1
|
)
|
|
318
|
|
|||||
Total Current Assets
|
1,682
|
|
|
3,189
|
|
|
547
|
|
|
(2,431
|
)
|
|
2,987
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
6,593
|
|
|
528
|
|
|
—
|
|
|
7,121
|
|
|||||
Investment in affiliates
|
12,125
|
|
|
—
|
|
|
—
|
|
|
(12,125
|
)
|
|
—
|
|
|||||
Restricted cash
|
—
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
2,000
|
|
|||||
Goodwill
|
—
|
|
|
799
|
|
|
—
|
|
|
—
|
|
|
799
|
|
|||||
Other long-term assets
|
2
|
|
|
89
|
|
|
55
|
|
|
—
|
|
|
146
|
|
|||||
Intercompany note receivable
|
—
|
|
|
—
|
|
|
8
|
|
|
(8
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
13,809
|
|
|
$
|
10,670
|
|
|
$
|
3,138
|
|
|
$
|
(14,564
|
)
|
|
$
|
13,053
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
1,914
|
|
|
$
|
295
|
|
|
$
|
553
|
|
|
$
|
(2,430
|
)
|
|
$
|
332
|
|
Other current liabilities
|
128
|
|
|
348
|
|
|
109
|
|
|
(1
|
)
|
|
584
|
|
|||||
Total Current Liabilities
|
2,042
|
|
|
643
|
|
|
662
|
|
|
(2,431
|
)
|
|
916
|
|
|||||
Liabilities subject to compromise
|
—
|
|
|
—
|
|
|
832
|
|
|
—
|
|
|
832
|
|
|||||
Debt, long-term portion, net
|
6,551
|
|
|
216
|
|
|
2,011
|
|
|
—
|
|
|
8,778
|
|
|||||
Intercompany note payable
|
3,042
|
|
|
—
|
|
|
—
|
|
|
(3,042
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
132
|
|
|
235
|
|
|
129
|
|
|
(8
|
)
|
|
488
|
|
|||||
Total Liabilities
|
11,767
|
|
|
1,094
|
|
|
3,634
|
|
|
(5,481
|
)
|
|
11,014
|
|
|||||
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Dynegy Stockholders’ Equity
|
2,042
|
|
|
12,618
|
|
|
(493
|
)
|
|
(12,125
|
)
|
|
2,042
|
|
|||||
Intercompany note receivable
|
—
|
|
|
(3,042
|
)
|
|
—
|
|
|
3,042
|
|
|
—
|
|
|||||
Total Dynegy Stockholders’ Equity
|
2,042
|
|
|
9,576
|
|
|
(493
|
)
|
|
(9,083
|
)
|
|
2,042
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Total Equity
|
2,042
|
|
|
9,576
|
|
|
(496
|
)
|
|
(9,083
|
)
|
|
2,039
|
|
|||||
Total Liabilities and Equity
|
$
|
13,809
|
|
|
$
|
10,670
|
|
|
$
|
3,138
|
|
|
$
|
(14,564
|
)
|
|
$
|
13,053
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
327
|
|
|
$
|
94
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
505
|
|
Restricted cash
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|||||
Accounts receivable, net
|
499
|
|
|
1,292
|
|
|
130
|
|
|
(1,519
|
)
|
|
402
|
|
|||||
Inventory
|
—
|
|
|
326
|
|
|
271
|
|
|
—
|
|
|
597
|
|
|||||
Other current assets
|
13
|
|
|
322
|
|
|
68
|
|
|
(14
|
)
|
|
389
|
|
|||||
Total Current Assets
|
839
|
|
|
2,034
|
|
|
592
|
|
|
(1,533
|
)
|
|
1,932
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
7,670
|
|
|
677
|
|
|
—
|
|
|
8,347
|
|
|||||
Investment in affiliates
|
13,017
|
|
|
190
|
|
|
—
|
|
|
(13,017
|
)
|
|
190
|
|
|||||
Other long-term assets
|
10
|
|
|
133
|
|
|
50
|
|
|
—
|
|
|
193
|
|
|||||
Goodwill
|
—
|
|
|
797
|
|
|
—
|
|
|
—
|
|
|
797
|
|
|||||
Intercompany note receivable
|
17
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
13,883
|
|
|
$
|
10,824
|
|
|
$
|
1,319
|
|
|
$
|
(14,567
|
)
|
|
$
|
11,459
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
1,388
|
|
|
$
|
234
|
|
|
$
|
189
|
|
|
$
|
(1,519
|
)
|
|
$
|
292
|
|
Other current liabilities
|
92
|
|
|
272
|
|
|
167
|
|
|
(14
|
)
|
|
517
|
|
|||||
Total Current Liabilities
|
1,480
|
|
|
506
|
|
|
356
|
|
|
(1,533
|
)
|
|
809
|
|
|||||
Debt, long-term portion, net
|
6,293
|
|
|
105
|
|
|
731
|
|
|
—
|
|
|
7,129
|
|
|||||
Intercompany note payable
|
3,042
|
|
|
—
|
|
|
17
|
|
|
(3,059
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
147
|
|
|
317
|
|
|
138
|
|
|
—
|
|
|
602
|
|
|||||
Total Liabilities
|
10,962
|
|
|
928
|
|
|
1,242
|
|
|
(4,592
|
)
|
|
8,540
|
|
|||||
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Dynegy Stockholders’ Equity
|
2,921
|
|
|
12,938
|
|
|
79
|
|
|
(13,017
|
)
|
|
2,921
|
|
|||||
Intercompany note receivable
|
—
|
|
|
(3,042
|
)
|
|
—
|
|
|
3,042
|
|
|
—
|
|
|||||
Total Dynegy Stockholders’ Equity
|
2,921
|
|
|
9,896
|
|
|
79
|
|
|
(9,975
|
)
|
|
2,921
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Total Equity
|
2,921
|
|
|
9,896
|
|
|
77
|
|
|
(9,975
|
)
|
|
2,919
|
|
|||||
Total Liabilities and Equity
|
$
|
13,883
|
|
|
$
|
10,824
|
|
|
$
|
1,319
|
|
|
$
|
(14,567
|
)
|
|
$
|
11,459
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
3,317
|
|
|
$
|
1,093
|
|
|
$
|
(92
|
)
|
|
$
|
4,318
|
|
Cost of sales, excluding depreciation expense
|
—
|
|
|
(1,737
|
)
|
|
(636
|
)
|
|
92
|
|
|
(2,281
|
)
|
|||||
Gross margin
|
—
|
|
|
1,580
|
|
|
457
|
|
|
—
|
|
|
2,037
|
|
|||||
Operating and maintenance expense
|
—
|
|
|
(637
|
)
|
|
(303
|
)
|
|
—
|
|
|
(940
|
)
|
|||||
Depreciation expense
|
—
|
|
|
(590
|
)
|
|
(99
|
)
|
|
—
|
|
|
(689
|
)
|
|||||
Impairments
|
—
|
|
|
(710
|
)
|
|
(148
|
)
|
|
—
|
|
|
(858
|
)
|
|||||
Gain on sale of assets, net
|
(2
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|||||
General and administrative expense
|
(7
|
)
|
|
(117
|
)
|
|
(37
|
)
|
|
—
|
|
|
(161
|
)
|
|||||
Acquisition and integration costs
|
(10
|
)
|
|
(3
|
)
|
|
2
|
|
|
—
|
|
|
(11
|
)
|
|||||
Other
|
—
|
|
|
(1
|
)
|
|
(16
|
)
|
|
—
|
|
|
(17
|
)
|
|||||
Operating loss
|
(19
|
)
|
|
(478
|
)
|
|
(143
|
)
|
|
—
|
|
|
(640
|
)
|
|||||
Bankruptcy reorganization items
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
(96
|
)
|
|||||
Earnings from unconsolidated investments
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Equity in losses from investments in affiliates
|
(765
|
)
|
|
—
|
|
|
—
|
|
|
765
|
|
|
—
|
|
|||||
Interest expense
|
(485
|
)
|
|
(10
|
)
|
|
(132
|
)
|
|
2
|
|
|
(625
|
)
|
|||||
Other income and expense, net
|
29
|
|
|
20
|
|
|
18
|
|
|
(2
|
)
|
|
65
|
|
|||||
Loss before income taxes
|
(1,240
|
)
|
|
(461
|
)
|
|
(353
|
)
|
|
765
|
|
|
(1,289
|
)
|
|||||
Income tax benefit (expense) (Note 15)
|
—
|
|
|
86
|
|
|
(41
|
)
|
|
—
|
|
|
45
|
|
|||||
Net loss
|
(1,240
|
)
|
|
(375
|
)
|
|
(394
|
)
|
|
765
|
|
|
(1,244
|
)
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Net loss attributable to Dynegy Inc.
|
$
|
(1,240
|
)
|
|
$
|
(375
|
)
|
|
$
|
(390
|
)
|
|
$
|
765
|
|
|
$
|
(1,240
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
2,713
|
|
|
$
|
1,161
|
|
|
$
|
(4
|
)
|
|
$
|
3,870
|
|
Cost of sales, excluding depreciation expense
|
—
|
|
|
(1,322
|
)
|
|
(710
|
)
|
|
4
|
|
|
(2,028
|
)
|
|||||
Gross margin
|
—
|
|
|
1,391
|
|
|
451
|
|
|
—
|
|
|
1,842
|
|
|||||
Operating and maintenance expense
|
—
|
|
|
(549
|
)
|
|
(290
|
)
|
|
—
|
|
|
(839
|
)
|
|||||
Depreciation expense
|
—
|
|
|
(487
|
)
|
|
(100
|
)
|
|
—
|
|
|
(587
|
)
|
|||||
Impairments
|
—
|
|
|
(74
|
)
|
|
(25
|
)
|
|
—
|
|
|
(99
|
)
|
|||||
Loss on sale of assets, net
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
General and administrative expense
|
(6
|
)
|
|
(91
|
)
|
|
(31
|
)
|
|
—
|
|
|
(128
|
)
|
|||||
Acquisition and integration costs
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|||||
Operating income (loss)
|
(6
|
)
|
|
65
|
|
|
5
|
|
|
—
|
|
|
64
|
|
|||||
Earnings from unconsolidated investments
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Equity in earnings from investments in affiliates
|
476
|
|
|
—
|
|
|
—
|
|
|
(476
|
)
|
|
—
|
|
|||||
Interest expense
|
(475
|
)
|
|
(1
|
)
|
|
(70
|
)
|
|
—
|
|
|
(546
|
)
|
|||||
Other income and expense, net
|
55
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||
Income (loss) before income taxes
|
50
|
|
|
64
|
|
|
(65
|
)
|
|
(476
|
)
|
|
(427
|
)
|
|||||
Income tax benefit (Note 15)
|
—
|
|
|
471
|
|
|
3
|
|
|
—
|
|
|
474
|
|
|||||
Net income (loss)
|
50
|
|
|
535
|
|
|
(62
|
)
|
|
(476
|
)
|
|
47
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Net income (loss) attributable to Dynegy Inc.
|
$
|
50
|
|
|
$
|
535
|
|
|
$
|
(59
|
)
|
|
$
|
(476
|
)
|
|
$
|
50
|
|
|
Parent
|
|
Escrow Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,184
|
|
|
$
|
1,313
|
|
|
$
|
—
|
|
|
$
|
2,497
|
|
Cost of sales, excluding depreciation expense
|
—
|
|
|
—
|
|
|
(702
|
)
|
|
(959
|
)
|
|
—
|
|
|
(1,661
|
)
|
||||||
Gross margin
|
—
|
|
|
—
|
|
|
482
|
|
|
354
|
|
|
—
|
|
|
836
|
|
||||||
Operating and maintenance expense
|
—
|
|
|
—
|
|
|
(258
|
)
|
|
(219
|
)
|
|
—
|
|
|
(477
|
)
|
||||||
Depreciation expense
|
—
|
|
|
—
|
|
|
(195
|
)
|
|
(52
|
)
|
|
—
|
|
|
(247
|
)
|
||||||
Gain on sale of assets, net
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||
General and administrative expense
|
(9
|
)
|
|
—
|
|
|
(60
|
)
|
|
(45
|
)
|
|
—
|
|
|
(114
|
)
|
||||||
Acquisition and integration costs
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(16
|
)
|
|
—
|
|
|
(35
|
)
|
||||||
Operating income (loss)
|
(9
|
)
|
|
—
|
|
|
(32
|
)
|
|
22
|
|
|
—
|
|
|
(19
|
)
|
||||||
Bankruptcy reorganization items
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Earnings from unconsolidated investments
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
Equity in losses from investments in affiliates
|
(131
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|
—
|
|
||||||
Interest expense
|
(89
|
)
|
|
(67
|
)
|
|
—
|
|
|
(68
|
)
|
|
1
|
|
|
(223
|
)
|
||||||
Other income and expense, net
|
(39
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
(39
|
)
|
||||||
Loss before income taxes
|
(265
|
)
|
|
(67
|
)
|
|
(21
|
)
|
|
(46
|
)
|
|
131
|
|
|
(268
|
)
|
||||||
Income tax benefit (expense) (Note 15)
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
1
|
|
||||||
Net loss
|
(273
|
)
|
|
(67
|
)
|
|
(21
|
)
|
|
(37
|
)
|
|
131
|
|
|
(267
|
)
|
||||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Net loss attributable to Dynegy Inc.
|
$
|
(273
|
)
|
|
$
|
(67
|
)
|
|
$
|
(21
|
)
|
|
$
|
(43
|
)
|
|
$
|
131
|
|
|
$
|
(273
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net loss
|
$
|
(1,240
|
)
|
|
$
|
(375
|
)
|
|
$
|
(394
|
)
|
|
$
|
765
|
|
|
$
|
(1,244
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Actuarial gain (loss) and plan amendments, net of tax of $3
|
(4
|
)
|
|
1
|
|
|
6
|
|
|
—
|
|
|
3
|
|
|||||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Settlement cost, net of tax of zero
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Amortization of unrecognized prior service credit, net of tax of zero
|
(4
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Other comprehensive income from investment in affiliates
|
12
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|||||
Other comprehensive income, net of tax
|
4
|
|
|
1
|
|
|
11
|
|
|
(12
|
)
|
|
4
|
|
|||||
Comprehensive loss
|
(1,236
|
)
|
|
(374
|
)
|
|
(383
|
)
|
|
753
|
|
|
(1,240
|
)
|
|||||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Total comprehensive loss attributable to Dynegy Inc.
|
$
|
(1,238
|
)
|
|
$
|
(374
|
)
|
|
$
|
(381
|
)
|
|
$
|
755
|
|
|
$
|
(1,238
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
$
|
50
|
|
|
$
|
535
|
|
|
$
|
(62
|
)
|
|
$
|
(476
|
)
|
|
$
|
47
|
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Actuarial gain (loss) and plan amendments, net of tax of zero
|
(8
|
)
|
|
2
|
|
|
10
|
|
|
—
|
|
|
4
|
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of unrecognized prior service credit and actuarial gain, net of tax of zero
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Other comprehensive loss from investment in affiliates
|
11
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
2
|
|
|
9
|
|
|
(11
|
)
|
|
—
|
|
|||||
Comprehensive income (loss)
|
50
|
|
|
537
|
|
|
(53
|
)
|
|
(487
|
)
|
|
47
|
|
|||||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
1
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
$
|
49
|
|
|
$
|
537
|
|
|
$
|
(51
|
)
|
|
$
|
(486
|
)
|
|
$
|
49
|
|
|
Parent
|
|
Escrow Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net income (loss)
|
$
|
(273
|
)
|
|
(67
|
)
|
|
$
|
(21
|
)
|
|
$
|
(37
|
)
|
|
$
|
131
|
|
|
$
|
(267
|
)
|
|
Other comprehensive income before reclassifications:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss and plan amendments, net of tax of zero
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(36
|
)
|
||||||
Amounts reclassified from accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of unrecognized prior service credit and actuarial gain, net of tax of zero
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Other comprehensive loss from investment in affiliates
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||||
Other comprehensive loss, net of tax
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
16
|
|
|
(41
|
)
|
||||||
Comprehensive income (loss)
|
(314
|
)
|
|
(67
|
)
|
|
(21
|
)
|
|
(53
|
)
|
|
147
|
|
|
(308
|
)
|
||||||
Less: comprehensive income attributable to noncontrolling interest
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
3
|
|
||||||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
$
|
(317
|
)
|
|
$
|
(67
|
)
|
|
$
|
(21
|
)
|
|
$
|
(56
|
)
|
|
$
|
150
|
|
|
$
|
(311
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
(425
|
)
|
|
$
|
1,081
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
676
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(239
|
)
|
|
(87
|
)
|
|
—
|
|
|
(326
|
)
|
|||||
Increase in restricted cash
|
—
|
|
|
—
|
|
|
(2,021
|
)
|
|
—
|
|
|
(2,021
|
)
|
|||||
Distributions from unconsolidated affiliate
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Proceeds from sales of assets, net
|
171
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
176
|
|
|||||
Net intercompany transfers
|
880
|
|
|
—
|
|
|
—
|
|
|
(880
|
)
|
|
—
|
|
|||||
Other investing
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Net cash provided by (used in) investing activities
|
1,051
|
|
|
(213
|
)
|
|
(2,105
|
)
|
|
(880
|
)
|
|
(2,147
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term borrowings, net of debt issuance costs
|
822
|
|
|
198
|
|
|
1,994
|
|
|
—
|
|
|
3,014
|
|
|||||
Repayments of borrowings
|
(563
|
)
|
|
(15
|
)
|
|
(11
|
)
|
|
—
|
|
|
(589
|
)
|
|||||
Proceeds from issuance of equity, net of issuance costs
|
359
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
359
|
|
|||||
Preferred stock dividends paid
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|||||
Interest rate swap settlement payments
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||
Net intercompany transfers
|
—
|
|
|
(1,006
|
)
|
|
126
|
|
|
880
|
|
|
—
|
|
|||||
Other financing
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Net cash provided by (used in) financing activities
|
576
|
|
|
(823
|
)
|
|
2,109
|
|
|
880
|
|
|
2,742
|
|
|||||
Net increase in cash and cash equivalents
|
1,202
|
|
|
45
|
|
|
24
|
|
|
—
|
|
|
1,271
|
|
|||||
Cash and cash equivalents, beginning of period
|
327
|
|
|
94
|
|
|
84
|
|
|
—
|
|
|
505
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
1,529
|
|
|
$
|
139
|
|
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
1,776
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(367
|
)
|
|
$
|
507
|
|
|
$
|
(46
|
)
|
|
$
|
—
|
|
|
$
|
94
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(211
|
)
|
|
(64
|
)
|
|
—
|
|
|
(275
|
)
|
|||||
Decrease in restricted cash
|
5,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,148
|
|
|||||
Acquisitions, net of cash acquired
|
(6,207
|
)
|
|
29
|
|
|
100
|
|
|
—
|
|
|
(6,078
|
)
|
|||||
Distributions from unconsolidated affiliate
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Net intercompany transfers
|
450
|
|
|
—
|
|
|
—
|
|
|
(450
|
)
|
|
—
|
|
|||||
Other investing
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Net cash provided by (used in) investing activities
|
(609
|
)
|
|
(171
|
)
|
|
36
|
|
|
(450
|
)
|
|
(1,194
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term borrowings, net of debt issuance costs
|
(31
|
)
|
|
78
|
|
|
19
|
|
|
—
|
|
|
66
|
|
|||||
Repayments of borrowings
|
(8
|
)
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|||||
Proceeds from issuance of equity, net of issuance costs
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Preferred stock dividends paid
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|||||
Interest rate swap settlement payments
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||
Repurchase of common stock
|
(250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
|||||
Net intercompany transfers
|
—
|
|
|
(351
|
)
|
|
(99
|
)
|
|
450
|
|
|
—
|
|
|||||
Other financing
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(339
|
)
|
|
(296
|
)
|
|
(80
|
)
|
|
450
|
|
|
(265
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(1,315
|
)
|
|
40
|
|
|
(90
|
)
|
|
—
|
|
|
(1,365
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
1,642
|
|
|
54
|
|
|
174
|
|
|
—
|
|
|
1,870
|
|
|||||
Cash and cash equivalents, end of period
|
$
|
327
|
|
|
$
|
94
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
505
|
|
|
Parent
|
|
Escrow Issuers
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by (used in) operating activities
|
$
|
(70
|
)
|
|
$
|
(62
|
)
|
|
$
|
200
|
|
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
163
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(86
|
)
|
|
(46
|
)
|
|
—
|
|
|
(132
|
)
|
||||||
Increase in restricted cash
|
—
|
|
|
(5,148
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,148
|
)
|
||||||
Proceeds from sales of assets, net
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||
Net intercompany transfers
|
162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(162
|
)
|
|
—
|
|
||||||
Net cash provided by (used in) investing activities
|
162
|
|
|
(5,148
|
)
|
|
(68
|
)
|
|
(46
|
)
|
|
(162
|
)
|
|
(5,262
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from long-term borrowings, net of debt issuance costs
|
(1
|
)
|
|
5,044
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
5,055
|
|
||||||
Repayments of borrowings
|
(8
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
||||||
Proceeds from issuance of equity, net of issuance costs
|
1,106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,106
|
|
||||||
Interest rate swap settlement payments
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
||||||
Net intercompany transfers
|
—
|
|
|
166
|
|
|
(238
|
)
|
|
(90
|
)
|
|
162
|
|
|
—
|
|
||||||
Other financing
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Net cash provided by (used in) financing activities
|
1,076
|
|
|
5,210
|
|
|
(232
|
)
|
|
(90
|
)
|
|
162
|
|
|
6,126
|
|
||||||
Net increase in cash and cash equivalents
|
1,168
|
|
|
—
|
|
|
(100
|
)
|
|
(41
|
)
|
|
—
|
|
|
1,027
|
|
||||||
Cash and cash equivalents, beginning of period
|
474
|
|
|
—
|
|
|
154
|
|
|
215
|
|
|
—
|
|
|
843
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
1,642
|
|
|
$
|
—
|
|
|
$
|
54
|
|
|
$
|
174
|
|
|
$
|
—
|
|
|
$
|
1,870
|
|
(amounts in millions)
|
|
December 31, 2016
|
||
Genco Senior Notes:
|
|
|
||
7.00% Senior Notes Series H, due 2018
|
|
$
|
300
|
|
6.30% Senior Notes Series I, due 2020
|
|
250
|
|
|
7.95% Senior Notes Series F, due 2032
|
|
275
|
|
|
Interest accrued
|
|
7
|
|
|
Total Liabilities subject to compromise
|
|
$
|
832
|
|
(amounts in millions)
|
|
Genco, as Debtor-in-Possession
|
|
Intercompany Eliminations
|
|
Amounts included in Dynegy’s Consolidated Financial Statements
|
||||||
Cash
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
49
|
|
Intercompany and affiliate receivables
|
|
184
|
|
|
(184
|
)
|
|
—
|
|
|||
Other current assets
|
|
76
|
|
|
—
|
|
|
76
|
|
|||
Property, plant & equipment
|
|
59
|
|
|
—
|
|
|
59
|
|
|||
Other non-current assets
|
|
3
|
|
|
—
|
|
|
3
|
|
|||
Total Assets
|
|
$
|
371
|
|
|
$
|
(184
|
)
|
|
$
|
187
|
|
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
$
|
64
|
|
|
$
|
(31
|
)
|
|
$
|
33
|
|
Liabilities subject to compromise
|
|
832
|
|
|
—
|
|
|
832
|
|
|||
Asset retirement obligations
|
|
37
|
|
|
—
|
|
|
37
|
|
|||
Other non-current liabilities
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|||
Total Liabilities
|
|
$
|
938
|
|
|
$
|
(36
|
)
|
|
$
|
902
|
|
|
|
|
|
|
|
|
||||||
Total stockholder deficit
|
|
$
|
(552
|
)
|
|
$
|
(148
|
)
|
|
(700
|
)
|
|
Noncontrolling Interest
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|||
Total Deficit
|
|
$
|
(567
|
)
|
|
$
|
(148
|
)
|
|
$
|
(715
|
)
|
|
|
|
|
|
|
|
||||||
Total Liabilities and Deficit
|
|
$
|
371
|
|
|
$
|
(184
|
)
|
|
$
|
187
|
|
(amounts in millions)
|
|
Genco, as Debtor-in-Possession
|
|
Intercompany Eliminations
|
|
Amounts included in Dynegy’s Consolidated Financial Statements
|
||||||
Revenues
|
|
$
|
19
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
Cost of sales, excluding depreciation expense
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Gross margin
|
|
8
|
|
|
(19
|
)
|
|
(11
|
)
|
|||
Operating and maintenance expense
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Other operating costs
|
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
|||
Operating loss
|
|
(2
|
)
|
|
(18
|
)
|
|
(20
|
)
|
|||
Bankruptcy reorganization items
|
|
(96
|
)
|
|
—
|
|
|
(96
|
)
|
|||
Net loss attributable to Stockholder
|
|
(98
|
)
|
|
(18
|
)
|
|
(116
|
)
|
|||
Other Comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive loss
|
|
$
|
(98
|
)
|
|
$
|
(18
|
)
|
|
$
|
(116
|
)
|
(amounts in millions)
|
|
Genco, as Debtor-in-Possession
|
|
Intercompany Eliminations
|
|
Amounts included in Dynegy’s Consolidated Financial Statements
|
||||||
Net cash provided by operating activities
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Net increase in cash and cash equivalents
|
|
3
|
|
|
—
|
|
|
3
|
|
|||
Cash and cash equivalents, beginning of period
|
|
46
|
|
|
—
|
|
|
46
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other and
Eliminations
|
|
Total
|
||||||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unaffiliated revenues
|
|
$
|
2,147
|
|
|
$
|
836
|
|
|
$
|
410
|
|
|
$
|
755
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
4,290
|
|
Intercompany and affiliate revenues
|
|
55
|
|
|
1
|
|
|
(27
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||||
Total revenues
|
|
$
|
2,202
|
|
|
$
|
837
|
|
|
$
|
383
|
|
|
$
|
754
|
|
|
$
|
142
|
|
|
$
|
—
|
|
|
$
|
4,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation expense
|
|
$
|
(346
|
)
|
|
$
|
(215
|
)
|
|
$
|
(49
|
)
|
|
$
|
(32
|
)
|
|
$
|
(42
|
)
|
|
$
|
(5
|
)
|
|
$
|
(689
|
)
|
Impairments
|
|
(65
|
)
|
|
—
|
|
|
(645
|
)
|
|
(148
|
)
|
|
—
|
|
|
—
|
|
|
(858
|
)
|
|||||||
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161
|
)
|
|
(161
|
)
|
|||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
(19
|
)
|
|
(11
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
|
$
|
414
|
|
|
$
|
(29
|
)
|
|
$
|
(745
|
)
|
|
$
|
(87
|
)
|
|
$
|
(5
|
)
|
|
$
|
(188
|
)
|
|
$
|
(640
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Bankruptcy reorganization items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|||||||
Earnings from unconsolidated investments
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(625
|
)
|
|
(625
|
)
|
|||||||
Other income and expense, net
|
|
9
|
|
|
1
|
|
|
—
|
|
|
15
|
|
|
12
|
|
|
28
|
|
|
65
|
|
|||||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,289
|
)
|
||||||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
45
|
|
|||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,244
|
)
|
|||||||||||||
Less: Net loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|||||||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(1,240
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets—domestic
|
|
$
|
4,939
|
|
|
$
|
2,769
|
|
|
$
|
352
|
|
|
$
|
713
|
|
|
$
|
485
|
|
|
$
|
3,795
|
|
|
$
|
13,053
|
|
Capital expenditures
|
|
$
|
(180
|
)
|
|
$
|
(79
|
)
|
|
$
|
(12
|
)
|
|
$
|
(40
|
)
|
|
$
|
(5
|
)
|
|
$
|
(10
|
)
|
|
$
|
(326
|
)
|
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other and
Eliminations
|
|
Total
|
||||||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unaffiliated revenues
|
|
$
|
1,708
|
|
|
$
|
705
|
|
|
$
|
475
|
|
|
$
|
804
|
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
3,870
|
|
Intercompany revenues
|
|
8
|
|
|
(10
|
)
|
|
7
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total revenues
|
|
$
|
1,716
|
|
|
$
|
695
|
|
|
$
|
482
|
|
|
$
|
799
|
|
|
$
|
178
|
|
|
$
|
—
|
|
|
$
|
3,870
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation expense
|
|
$
|
(281
|
)
|
|
$
|
(186
|
)
|
|
$
|
(39
|
)
|
|
$
|
(29
|
)
|
|
$
|
(48
|
)
|
|
$
|
(4
|
)
|
|
$
|
(587
|
)
|
Impairments
|
|
—
|
|
|
(25
|
)
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|||||||
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
(128
|
)
|
|||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
(124
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
|
$
|
423
|
|
|
$
|
(56
|
)
|
|
$
|
(92
|
)
|
|
$
|
49
|
|
|
$
|
(8
|
)
|
|
$
|
(252
|
)
|
|
$
|
64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings from unconsolidated investments
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(546
|
)
|
|
(546
|
)
|
|||||||
Other income and expense, net
|
|
(2
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
54
|
|
|||||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(427
|
)
|
||||||||
Income tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
474
|
|
|
474
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47
|
|
|||||||||||||
Less: Net loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|||||||||||||
Net income attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
50
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets—domestic
|
|
$
|
5,474
|
|
|
$
|
2,970
|
|
|
$
|
1,098
|
|
|
$
|
897
|
|
|
$
|
534
|
|
|
$
|
486
|
|
|
$
|
11,459
|
|
Investment in unconsolidated affiliate
|
|
$
|
190
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190
|
|
Capital expenditures
|
|
$
|
(93
|
)
|
|
$
|
(41
|
)
|
|
$
|
(56
|
)
|
|
$
|
(63
|
)
|
|
$
|
(9
|
)
|
|
$
|
(13
|
)
|
|
$
|
(275
|
)
|
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other and
Eliminations
|
|
Total
|
||||||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unaffiliated revenues
|
|
$
|
340
|
|
|
$
|
466
|
|
|
$
|
584
|
|
|
$
|
850
|
|
|
$
|
257
|
|
|
$
|
—
|
|
|
$
|
2,497
|
|
Intercompany revenues
|
|
(9
|
)
|
|
(9
|
)
|
|
21
|
|
|
(4
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||||
Total revenues
|
|
$
|
331
|
|
|
$
|
457
|
|
|
$
|
605
|
|
|
$
|
846
|
|
|
$
|
258
|
|
|
$
|
—
|
|
|
$
|
2,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation expense
|
|
$
|
(84
|
)
|
|
$
|
(26
|
)
|
|
$
|
(51
|
)
|
|
$
|
(37
|
)
|
|
$
|
(44
|
)
|
|
$
|
(5
|
)
|
|
$
|
(247
|
)
|
Gain on sale of assets, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
17
|
|
|
18
|
|
|||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(114
|
)
|
|
(114
|
)
|
|||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(19
|
)
|
|
(35
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
|
$
|
(1
|
)
|
|
$
|
79
|
|
|
$
|
52
|
|
|
$
|
(2
|
)
|
|
$
|
(27
|
)
|
|
$
|
(120
|
)
|
|
$
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Bankruptcy reorganization items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||||
Earnings from unconsolidated investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|||||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(223
|
)
|
|
(223
|
)
|
|||||||
Other income and expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
|||||||
Loss from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(268
|
)
|
||||||||
Income tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(267
|
)
|
|||||||||||||
Less: Net income attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|||||||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(273
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets—domestic
|
|
$
|
1,055
|
|
|
$
|
363
|
|
|
$
|
1,166
|
|
|
$
|
1,039
|
|
|
$
|
584
|
|
|
$
|
6,947
|
|
|
$
|
11,154
|
|
Capital expenditures
|
|
$
|
(24
|
)
|
|
$
|
(2
|
)
|
|
$
|
(39
|
)
|
|
$
|
(45
|
)
|
|
$
|
(18
|
)
|
|
$
|
(4
|
)
|
|
$
|
(132
|
)
|
(amounts in millions)
|
|
Revenues
|
|
|
||||||||||
Customers
|
|
2016
|
|
2015
|
|
2014
|
|
Segment(s)
|
||||||
PJM
|
|
$
|
1,366
|
|
|
$
|
1,088
|
|
|
N/A
|
|
|
PJM, IPH
|
|
MISO
|
|
$
|
688
|
|
|
$
|
842
|
|
|
$
|
836
|
|
|
MISO, IPH
|
ISO-NE
|
|
$
|
437
|
|
|
N/A
|
|
|
N/A
|
|
|
NY/NE
|
||
NYISO
|
|
N/A
|
|
|
N/A
|
|
|
$
|
342
|
|
|
NY/NE
|
Americas 92202010 v5
|
|
|
Americas 92202010 v5
|
|
|
|
BLACK MOUNTAIN COGEN, INC.
BLUE RIDGE GENERATION LLC
CASCO BAY ENERGY COMPANY, LLC
DIGHTON POWER, LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANY
DYNEGY COAL GENERATION, LLC
DYNEGY COAL HOLDCO, LLC
DYNEGY COAL INVESTMENTS HOLDINGS, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
DYNEGY CONESVILLE, LLC
DYNEGY DICKS CREEK, LLC
DYNEGY ENERGY SERVICES (EAST), LLC
DYNEGY ENERGY SERVICES, LLC
DYNEGY EQUIPMENT, LLC
DYNEGY FAYETTE II, LLC
DYNEGY GAS GENERATION, LLC
DYNEGY GAS HOLDCO, LLC
DYNEGY GAS IMPORTS, LLC
DYNEGY GAS INVESTMENTS HOLDINGS, LLC
DYNEGY GAS INVESTMENTS, LLC
DYNEGY GASCO HOLDINGS, LLC
DYNEGY GENERATION HOLDCO, LLC
DYNEGY GLOBAL LIQUIDS, INC.
DYNEGY HANGING ROCK II, LLC
DYNEGY KENDALL ENERGY, LLC
DYNEGY KILLEN, LLC
DYNEGY LEE II, LLC
DYNEGY MARKETING AND TRADE, LLC
DYNEGY MIAMI FORT, LLC
DYNEGY MIDWEST GENERATION, LLC
DYNEGY MORRO BAY, LLC
DYNEGY MOSS LANDING, LLC
DYNEGY OAKLAND, LLC
DYNEGY OPERATING COMPANY
DYNEGY POWER GENERATION INC.
DYNEGY POWER MARKETING, LLC
DYNEGY POWER, LLC
|
Americas 92202010 v5
|
|
|
DYNEGY RESOURCE HOLDINGS, LLC
DYNEGY RESOURCE I, LLC
DYNEGY RESOURCE II, LLC
DYNEGY RESOURCE III, LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLC
DYNEGY RESOURCES HOLDCO I, LLC
DYNEGY RESOURCES HOLDCO II, LLC
DYNEGY RESOURCES MANAGEMENT, LLC
DYNEGY SOUTH BAY, LLC
DYNEGY STUART, LLC
DYNEGY WASHINGTON II, LLC
DYNEGY ZIMMER, LLC
ELWOOD ENERGY HOLDINGS II, LLC
ELWOOD ENERGY HOLDINGS, LLC
ELWOOD EXPANSION HOLDINGS, LLC
EQUIPOWER RESOURCES CORP.
HAVANA DOCK ENTERPRISES, LLC
ILLINOVA CORPORATION
KINCAID ENERGY SERVICES COMPANY, LLC
KINCAID GENERATION, L.L.C.
KINCAID HOLDINGS, LLC
LAKE ROAD GENERATING COMPANY, LLC
LIBERTY ELECTRIC POWER, LLC
MASSPOWER HOLDCO, LLC
MASSPOWER PARTNERS I, LLC
MASSPOWER PARTNERS II, LLC
MILFORD POWER COMPANY, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
RICHLAND GENERATION EXPANSION, LLC
RICHLAND-STRYKER GENERATION LLC
RSG POWER, LLC
SITHE ENERGIES, INC.
SITHE/INDEPENDENCE LLC
TOMCAT POWER, LLC
|
|
Americas 92202010 v5
|
|
Americas 92202010 v5
|
|
Americas 92202010 v5
|
|
Americas 92202010 v5
|
|
Americas 92202010 v5
|
|
|
Americas 92202010 v5
|
|
|
Americas 92260896 v6
|
|
|
Americas 92260896 v6
|
|
|
|
BLACK MOUNTAIN COGEN, INC.
BLUE RIDGE GENERATION LLC
CASCO BAY ENERGY COMPANY, LLC
DIGHTON POWER, LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANY
DYNEGY COAL GENERATION, LLC
DYNEGY COAL HOLDCO, LLC
DYNEGY COAL INVESTMENTS HOLDINGS, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
DYNEGY CONESVILLE, LLC
DYNEGY DICKS CREEK, LLC
DYNEGY ENERGY SERVICES (EAST), LLC
DYNEGY ENERGY SERVICES, LLC
DYNEGY EQUIPMENT, LLC
DYNEGY FAYETTE II, LLC
DYNEGY GAS GENERATION, LLC
DYNEGY GAS HOLDCO, LLC
DYNEGY GAS IMPORTS, LLC
DYNEGY GAS INVESTMENTS HOLDINGS, LLC
DYNEGY GAS INVESTMENTS, LLC
DYNEGY GASCO HOLDINGS, LLC
DYNEGY GENERATION HOLDCO, LLC
DYNEGY GLOBAL LIQUIDS, INC.
DYNEGY HANGING ROCK II, LLC
DYNEGY KENDALL ENERGY, LLC
DYNEGY KILLEN, LLC
DYNEGY LEE II, LLC
DYNEGY MARKETING AND TRADE, LLC
DYNEGY MIAMI FORT, LLC
DYNEGY MIDWEST GENERATION, LLC
DYNEGY MORRO BAY, LLC
DYNEGY MOSS LANDING, LLC
DYNEGY OAKLAND, LLC
DYNEGY OPERATING COMPANY
DYNEGY POWER GENERATION INC.
DYNEGY POWER MARKETING, LLC
DYNEGY POWER, LLC
|
Americas 92260896 v6
|
|
|
DYNEGY RESOURCE HOLDINGS, LLC
DYNEGY RESOURCE I, LLC
DYNEGY RESOURCE II, LLC
DYNEGY RESOURCE III, LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLC
DYNEGY RESOURCES HOLDCO I, LLC
DYNEGY RESOURCES HOLDCO II, LLC
DYNEGY RESOURCES MANAGEMENT, LLC
DYNEGY SOUTH BAY, LLC
DYNEGY STUART, LLC
DYNEGY WASHINGTON II, LLC
DYNEGY ZIMMER, LLC
ELWOOD ENERGY HOLDINGS II, LLC
ELWOOD ENERGY HOLDINGS, LLC
ELWOOD EXPANSION HOLDINGS, LLC
EQUIPOWER RESOURCES CORP.
HAVANA DOCK ENTERPRISES, LLC
ILLINOVA CORPORATION
KINCAID ENERGY SERVICES COMPANY, LLC
KINCAID GENERATION, L.L.C.
KINCAID HOLDINGS, LLC
LAKE ROAD GENERATING COMPANY, LLC
LIBERTY ELECTRIC POWER, LLC
MASSPOWER HOLDCO, LLC
MASSPOWER PARTNERS I, LLC
MASSPOWER PARTNERS II, LLC
MILFORD POWER COMPANY, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
RICHLAND GENERATION EXPANSION, LLC
RICHLAND-STRYKER GENERATION LLC
RSG POWER, LLC
SITHE ENERGIES, INC.
SITHE/INDEPENDENCE LLC
TOMCAT POWER, LLC
|
|
Americas 92260896 v6
|
|
Americas 92260896 v6
|
|
Americas 92260896 v6
|
|
Americas 92260896 v6
|
|
Americas 92260896 v6
|
|
|
Americas 92201989 v5
|
|
|
Americas 92201989 v5
|
|
|
|
BLACK MOUNTAIN COGEN, INC.
BLUE RIDGE GENERATION LLC
CASCO BAY ENERGY COMPANY, LLC
DIGHTON POWER, LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANY
DYNEGY COAL GENERATION, LLC
DYNEGY COAL HOLDCO, LLC
DYNEGY COAL INVESTMENTS HOLDINGS, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
DYNEGY CONESVILLE, LLC
DYNEGY DICKS CREEK, LLC
DYNEGY ENERGY SERVICES (EAST), LLC
DYNEGY ENERGY SERVICES, LLC
DYNEGY EQUIPMENT, LLC
DYNEGY FAYETTE II, LLC
DYNEGY GAS GENERATION, LLC
DYNEGY GAS HOLDCO, LLC
DYNEGY GAS IMPORTS, LLC
DYNEGY GAS INVESTMENTS HOLDINGS, LLC
DYNEGY GAS INVESTMENTS, LLC
DYNEGY GASCO HOLDINGS, LLC
DYNEGY GENERATION HOLDCO, LLC
DYNEGY GLOBAL LIQUIDS, INC.
DYNEGY HANGING ROCK II, LLC
DYNEGY KENDALL ENERGY, LLC
DYNEGY KILLEN, LLC
DYNEGY LEE II, LLC
DYNEGY MARKETING AND TRADE, LLC
DYNEGY MIAMI FORT, LLC
DYNEGY MIDWEST GENERATION, LLC
DYNEGY MORRO BAY, LLC
DYNEGY MOSS LANDING, LLC
DYNEGY OAKLAND, LLC
DYNEGY OPERATING COMPANY
DYNEGY POWER GENERATION INC.
DYNEGY POWER MARKETING, LLC
DYNEGY POWER, LLC
|
Americas 92201989 v5
|
|
|
DYNEGY RESOURCE HOLDINGS, LLC
DYNEGY RESOURCE I, LLC
DYNEGY RESOURCE II, LLC
DYNEGY RESOURCE III, LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLC
DYNEGY RESOURCES HOLDCO I, LLC
DYNEGY RESOURCES HOLDCO II, LLC
DYNEGY RESOURCES MANAGEMENT, LLC
DYNEGY SOUTH BAY, LLC
DYNEGY STUART, LLC
DYNEGY WASHINGTON II, LLC
DYNEGY ZIMMER, LLC
ELWOOD ENERGY HOLDINGS II, LLC
ELWOOD ENERGY HOLDINGS, LLC
ELWOOD EXPANSION HOLDINGS, LLC
EQUIPOWER RESOURCES CORP.
HAVANA DOCK ENTERPRISES, LLC
ILLINOVA CORPORATION
KINCAID ENERGY SERVICES COMPANY, LLC
KINCAID GENERATION, L.L.C.
KINCAID HOLDINGS, LLC
LAKE ROAD GENERATING COMPANY, LLC
LIBERTY ELECTRIC POWER, LLC
MASSPOWER HOLDCO, LLC
MASSPOWER PARTNERS I, LLC
MASSPOWER PARTNERS II, LLC
MILFORD POWER COMPANY, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
RICHLAND GENERATION EXPANSION, LLC
RICHLAND-STRYKER GENERATION LLC
RSG POWER, LLC
SITHE ENERGIES, INC.
SITHE/INDEPENDENCE LLC
TOMCAT POWER, LLC
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Americas 92201989 v5
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Americas 92201989 v5
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Americas 92201989 v5
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Americas 92201989 v5
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Americas 92201989 v5
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Americas 92260838 v6
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Americas 92260838 v6
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BLACK MOUNTAIN COGEN, INC.
BLUE RIDGE GENERATION LLC
CASCO BAY ENERGY COMPANY, LLC
DIGHTON POWER, LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANY
DYNEGY COAL GENERATION, LLC
DYNEGY COAL HOLDCO, LLC
DYNEGY COAL INVESTMENTS HOLDINGS, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
DYNEGY CONESVILLE, LLC
DYNEGY DICKS CREEK, LLC
DYNEGY ENERGY SERVICES (EAST), LLC
DYNEGY ENERGY SERVICES, LLC
DYNEGY EQUIPMENT, LLC
DYNEGY FAYETTE II, LLC
DYNEGY GAS GENERATION, LLC
DYNEGY GAS HOLDCO, LLC
DYNEGY GAS IMPORTS, LLC
DYNEGY GAS INVESTMENTS HOLDINGS, LLC
DYNEGY GAS INVESTMENTS, LLC
DYNEGY GASCO HOLDINGS, LLC
DYNEGY GENERATION HOLDCO, LLC
DYNEGY GLOBAL LIQUIDS, INC.
DYNEGY HANGING ROCK II, LLC
DYNEGY KENDALL ENERGY, LLC
DYNEGY KILLEN, LLC
DYNEGY LEE II, LLC
DYNEGY MARKETING AND TRADE, LLC
DYNEGY MIAMI FORT, LLC
DYNEGY MIDWEST GENERATION, LLC
DYNEGY MORRO BAY, LLC
DYNEGY MOSS LANDING, LLC
DYNEGY OAKLAND, LLC
DYNEGY OPERATING COMPANY
DYNEGY POWER GENERATION INC.
DYNEGY POWER MARKETING, LLC
DYNEGY POWER, LLC
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Americas 92260838 v6
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DYNEGY RESOURCE HOLDINGS, LLC
DYNEGY RESOURCE I, LLC
DYNEGY RESOURCE II, LLC
DYNEGY RESOURCE III, LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLC
DYNEGY RESOURCES HOLDCO I, LLC
DYNEGY RESOURCES HOLDCO II, LLC
DYNEGY RESOURCES MANAGEMENT, LLC
DYNEGY SOUTH BAY, LLC
DYNEGY STUART, LLC
DYNEGY WASHINGTON II, LLC
DYNEGY ZIMMER, LLC
ELWOOD ENERGY HOLDINGS II, LLC
ELWOOD ENERGY HOLDINGS, LLC
ELWOOD EXPANSION HOLDINGS, LLC
EQUIPOWER RESOURCES CORP.
HAVANA DOCK ENTERPRISES, LLC
ILLINOVA CORPORATION
KINCAID ENERGY SERVICES COMPANY, LLC
KINCAID GENERATION, L.L.C.
KINCAID HOLDINGS, LLC
LAKE ROAD GENERATING COMPANY, LLC
LIBERTY ELECTRIC POWER, LLC
MASSPOWER HOLDCO, LLC
MASSPOWER PARTNERS I, LLC
MASSPOWER PARTNERS II, LLC
MILFORD POWER COMPANY, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
RICHLAND GENERATION EXPANSION, LLC
RICHLAND-STRYKER GENERATION LLC
RSG POWER, LLC
SITHE ENERGIES, INC.
SITHE/INDEPENDENCE LLC
TOMCAT POWER, LLC
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Americas 92260838 v6
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Americas 92260838 v6
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Americas 92260838 v6
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Americas 92260838 v6
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Americas 92260838 v6
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Americas 92260838 v6
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Americas 92202005 v5
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Americas 92202005 v5
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BLACK MOUNTAIN COGEN, INC.
BLUE RIDGE GENERATION LLC
CASCO BAY ENERGY COMPANY, LLC
DIGHTON POWER, LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANY
DYNEGY COAL GENERATION, LLC
DYNEGY COAL HOLDCO, LLC
DYNEGY COAL INVESTMENTS HOLDINGS, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
DYNEGY CONESVILLE, LLC
DYNEGY DICKS CREEK, LLC
DYNEGY ENERGY SERVICES (EAST), LLC
DYNEGY ENERGY SERVICES, LLC
DYNEGY EQUIPMENT, LLC
DYNEGY FAYETTE II, LLC
DYNEGY GAS GENERATION, LLC
DYNEGY GAS HOLDCO, LLC
DYNEGY GAS IMPORTS, LLC
DYNEGY GAS INVESTMENTS HOLDINGS, LLC
DYNEGY GAS INVESTMENTS, LLC
DYNEGY GASCO HOLDINGS, LLC
DYNEGY GENERATION HOLDCO, LLC
DYNEGY GLOBAL LIQUIDS, INC.
DYNEGY HANGING ROCK II, LLC
DYNEGY KENDALL ENERGY, LLC
DYNEGY KILLEN, LLC
DYNEGY LEE II, LLC
DYNEGY MARKETING AND TRADE, LLC
DYNEGY MIAMI FORT, LLC
DYNEGY MIDWEST GENERATION, LLC
DYNEGY MORRO BAY, LLC
DYNEGY MOSS LANDING, LLC
DYNEGY OAKLAND, LLC
DYNEGY OPERATING COMPANY
DYNEGY POWER GENERATION INC.
DYNEGY POWER MARKETING, LLC
DYNEGY POWER, LLC
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Americas 92202005 v5
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DYNEGY RESOURCE HOLDINGS, LLC
DYNEGY RESOURCE I, LLC
DYNEGY RESOURCE II, LLC
DYNEGY RESOURCE III, LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLC
DYNEGY RESOURCES HOLDCO I, LLC
DYNEGY RESOURCES HOLDCO II, LLC
DYNEGY RESOURCES MANAGEMENT, LLC
DYNEGY SOUTH BAY, LLC
DYNEGY STUART, LLC
DYNEGY WASHINGTON II, LLC
DYNEGY ZIMMER, LLC
ELWOOD ENERGY HOLDINGS II, LLC
ELWOOD ENERGY HOLDINGS, LLC
ELWOOD EXPANSION HOLDINGS, LLC
EQUIPOWER RESOURCES CORP.
HAVANA DOCK ENTERPRISES, LLC
ILLINOVA CORPORATION
KINCAID ENERGY SERVICES COMPANY, LLC
KINCAID GENERATION, L.L.C.
KINCAID HOLDINGS, LLC
LAKE ROAD GENERATING COMPANY, LLC
LIBERTY ELECTRIC POWER, LLC
MASSPOWER HOLDCO, LLC
MASSPOWER PARTNERS I, LLC
MASSPOWER PARTNERS II, LLC
MILFORD POWER COMPANY, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
RICHLAND GENERATION EXPANSION, LLC
RICHLAND-STRYKER GENERATION LLC
RSG POWER, LLC
SITHE ENERGIES, INC.
SITHE/INDEPENDENCE LLC
TOMCAT POWER, LLC
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Americas 92202005 v5
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Americas 92202005 v5
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Americas 92202005 v5
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Americas 92202005 v5
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Americas 92202005 v5
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Americas 92202005 v5
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Americas 92260868 v6
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Americas 92260868 v6
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BLACK MOUNTAIN COGEN, INC.
BLUE RIDGE GENERATION LLC
CASCO BAY ENERGY COMPANY, LLC
DIGHTON POWER, LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANY
DYNEGY COAL GENERATION, LLC
DYNEGY COAL HOLDCO, LLC
DYNEGY COAL INVESTMENTS HOLDINGS, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
DYNEGY CONESVILLE, LLC
DYNEGY DICKS CREEK, LLC
DYNEGY ENERGY SERVICES (EAST), LLC
DYNEGY ENERGY SERVICES, LLC
DYNEGY EQUIPMENT, LLC
DYNEGY FAYETTE II, LLC
DYNEGY GAS GENERATION, LLC
DYNEGY GAS HOLDCO, LLC
DYNEGY GAS IMPORTS, LLC
DYNEGY GAS INVESTMENTS HOLDINGS, LLC
DYNEGY GAS INVESTMENTS, LLC
DYNEGY GASCO HOLDINGS, LLC
DYNEGY GENERATION HOLDCO, LLC
DYNEGY GLOBAL LIQUIDS, INC.
DYNEGY HANGING ROCK II, LLC
DYNEGY KENDALL ENERGY, LLC
DYNEGY KILLEN, LLC
DYNEGY LEE II, LLC
DYNEGY MARKETING AND TRADE, LLC
DYNEGY MIAMI FORT, LLC
DYNEGY MIDWEST GENERATION, LLC
DYNEGY MORRO BAY, LLC
DYNEGY MOSS LANDING, LLC
DYNEGY OAKLAND, LLC
DYNEGY OPERATING COMPANY
DYNEGY POWER GENERATION INC.
DYNEGY POWER MARKETING, LLC
DYNEGY POWER, LLC
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Americas 92260868 v6
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DYNEGY RESOURCE HOLDINGS, LLC
DYNEGY RESOURCE I, LLC
DYNEGY RESOURCE II, LLC
DYNEGY RESOURCE III, LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLC
DYNEGY RESOURCES HOLDCO I, LLC
DYNEGY RESOURCES HOLDCO II, LLC
DYNEGY RESOURCES MANAGEMENT, LLC
DYNEGY SOUTH BAY, LLC
DYNEGY STUART, LLC
DYNEGY WASHINGTON II, LLC
DYNEGY ZIMMER, LLC
ELWOOD ENERGY HOLDINGS II, LLC
ELWOOD ENERGY HOLDINGS, LLC
ELWOOD EXPANSION HOLDINGS, LLC
EQUIPOWER RESOURCES CORP.
HAVANA DOCK ENTERPRISES, LLC
ILLINOVA CORPORATION
KINCAID ENERGY SERVICES COMPANY, LLC
KINCAID GENERATION, L.L.C.
KINCAID HOLDINGS, LLC
LAKE ROAD GENERATING COMPANY, LLC
LIBERTY ELECTRIC POWER, LLC
MASSPOWER HOLDCO, LLC
MASSPOWER PARTNERS I, LLC
MASSPOWER PARTNERS II, LLC
MILFORD POWER COMPANY, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
RICHLAND GENERATION EXPANSION, LLC
RICHLAND-STRYKER GENERATION LLC
RSG POWER, LLC
SITHE ENERGIES, INC.
SITHE/INDEPENDENCE LLC
TOMCAT POWER, LLC
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Americas 92260868 v6
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Americas 92260868 v6
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Americas 92260868 v6
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Americas 92260868 v6
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Americas 92260868 v6
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Americas 92260868 v6
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Americas 92202015 v5
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Americas 92202015 v5
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BLACK MOUNTAIN COGEN, INC.
BLUE RIDGE GENERATION LLC
CASCO BAY ENERGY COMPANY, LLC
DIGHTON POWER, LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANY
DYNEGY COAL GENERATION, LLC
DYNEGY COAL HOLDCO, LLC
DYNEGY COAL INVESTMENTS HOLDINGS, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
DYNEGY CONESVILLE, LLC
DYNEGY DICKS CREEK, LLC
DYNEGY ENERGY SERVICES (EAST), LLC
DYNEGY ENERGY SERVICES, LLC
DYNEGY EQUIPMENT, LLC
DYNEGY FAYETTE II, LLC
DYNEGY GAS GENERATION, LLC
DYNEGY GAS HOLDCO, LLC
DYNEGY GAS IMPORTS, LLC
DYNEGY GAS INVESTMENTS HOLDINGS, LLC
DYNEGY GAS INVESTMENTS, LLC
DYNEGY GASCO HOLDINGS, LLC
DYNEGY GENERATION HOLDCO, LLC
DYNEGY GLOBAL LIQUIDS, INC.
DYNEGY HANGING ROCK II, LLC
DYNEGY KENDALL ENERGY, LLC
DYNEGY KILLEN, LLC
DYNEGY LEE II, LLC
DYNEGY MARKETING AND TRADE, LLC
DYNEGY MIAMI FORT, LLC
DYNEGY MIDWEST GENERATION, LLC
DYNEGY MORRO BAY, LLC
DYNEGY MOSS LANDING, LLC
DYNEGY OAKLAND, LLC
DYNEGY OPERATING COMPANY
DYNEGY POWER GENERATION INC.
DYNEGY POWER MARKETING, LLC
DYNEGY POWER, LLC
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Americas 92202015 v5
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DYNEGY RESOURCE HOLDINGS, LLC
DYNEGY RESOURCE I, LLC
DYNEGY RESOURCE II, LLC
DYNEGY RESOURCE III, LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLC
DYNEGY RESOURCES HOLDCO I, LLC
DYNEGY RESOURCES HOLDCO II, LLC
DYNEGY RESOURCES MANAGEMENT, LLC
DYNEGY SOUTH BAY, LLC
DYNEGY STUART, LLC
DYNEGY WASHINGTON II, LLC
DYNEGY ZIMMER, LLC
ELWOOD ENERGY HOLDINGS II, LLC
ELWOOD ENERGY HOLDINGS, LLC
ELWOOD EXPANSION HOLDINGS, LLC
EQUIPOWER RESOURCES CORP.
HAVANA DOCK ENTERPRISES, LLC
ILLINOVA CORPORATION
KINCAID ENERGY SERVICES COMPANY, LLC
KINCAID GENERATION, L.L.C.
KINCAID HOLDINGS, LLC
LAKE ROAD GENERATING COMPANY, LLC
LIBERTY ELECTRIC POWER, LLC
MASSPOWER HOLDCO, LLC
MASSPOWER PARTNERS I, LLC
MASSPOWER PARTNERS II, LLC
MILFORD POWER COMPANY, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
RICHLAND GENERATION EXPANSION, LLC
RICHLAND-STRYKER GENERATION LLC
RSG POWER, LLC
SITHE ENERGIES, INC.
SITHE/INDEPENDENCE LLC
TOMCAT POWER, LLC
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Americas 92202015 v5
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Americas 92202015 v5
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Americas 92202015 v5
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Americas 92202015 v5
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Americas 92202015 v5
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Americas 92202015 v5
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Americas 92260932 v6
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Americas 92260932 v6
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|
|
BLACK MOUNTAIN COGEN, INC.
BLUE RIDGE GENERATION LLC
CASCO BAY ENERGY COMPANY, LLC
DIGHTON POWER, LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANY
DYNEGY COAL GENERATION, LLC
DYNEGY COAL HOLDCO, LLC
DYNEGY COAL INVESTMENTS HOLDINGS, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
DYNEGY CONESVILLE, LLC
DYNEGY DICKS CREEK, LLC
DYNEGY ENERGY SERVICES (EAST), LLC
DYNEGY ENERGY SERVICES, LLC
DYNEGY EQUIPMENT, LLC
DYNEGY FAYETTE II, LLC
DYNEGY GAS GENERATION, LLC
DYNEGY GAS HOLDCO, LLC
DYNEGY GAS IMPORTS, LLC
DYNEGY GAS INVESTMENTS HOLDINGS, LLC
DYNEGY GAS INVESTMENTS, LLC
DYNEGY GASCO HOLDINGS, LLC
DYNEGY GENERATION HOLDCO, LLC
DYNEGY GLOBAL LIQUIDS, INC.
DYNEGY HANGING ROCK II, LLC
DYNEGY KENDALL ENERGY, LLC
DYNEGY KILLEN, LLC
DYNEGY LEE II, LLC
DYNEGY MARKETING AND TRADE, LLC
DYNEGY MIAMI FORT, LLC
DYNEGY MIDWEST GENERATION, LLC
DYNEGY MORRO BAY, LLC
DYNEGY MOSS LANDING, LLC
DYNEGY OAKLAND, LLC
DYNEGY OPERATING COMPANY
DYNEGY POWER GENERATION INC.
DYNEGY POWER MARKETING, LLC
DYNEGY POWER, LLC
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Americas 92260932 v6
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DYNEGY RESOURCE HOLDINGS, LLC
DYNEGY RESOURCE I, LLC
DYNEGY RESOURCE II, LLC
DYNEGY RESOURCE III, LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLC
DYNEGY RESOURCES HOLDCO I, LLC
DYNEGY RESOURCES HOLDCO II, LLC
DYNEGY RESOURCES MANAGEMENT, LLC
DYNEGY SOUTH BAY, LLC
DYNEGY STUART, LLC
DYNEGY WASHINGTON II, LLC
DYNEGY ZIMMER, LLC
ELWOOD ENERGY HOLDINGS II, LLC
ELWOOD ENERGY HOLDINGS, LLC
ELWOOD EXPANSION HOLDINGS, LLC
EQUIPOWER RESOURCES CORP.
HAVANA DOCK ENTERPRISES, LLC
ILLINOVA CORPORATION
KINCAID ENERGY SERVICES COMPANY, LLC
KINCAID GENERATION, L.L.C.
KINCAID HOLDINGS, LLC
LAKE ROAD GENERATING COMPANY, LLC
LIBERTY ELECTRIC POWER, LLC
MASSPOWER HOLDCO, LLC
MASSPOWER PARTNERS I, LLC
MASSPOWER PARTNERS II, LLC
MILFORD POWER COMPANY, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
RICHLAND GENERATION EXPANSION, LLC
RICHLAND-STRYKER GENERATION LLC
RSG POWER, LLC
SITHE ENERGIES, INC.
SITHE/INDEPENDENCE LLC
TOMCAT POWER, LLC
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Americas 92260932 v6
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Americas 92260932 v6
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Americas 92260932 v6
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Americas 92260932 v6
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Americas 92260932 v6
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Americas 92260932 v6
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Americas 92260932 v6
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Americas 92203420 v5
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Americas 92203420 v5
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|
|
BLACK MOUNTAIN COGEN, INC.
BLUE RIDGE GENERATION LLC
CASCO BAY ENERGY COMPANY, LLC
DIGHTON POWER, LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANY
DYNEGY COAL GENERATION, LLC
DYNEGY COAL HOLDCO, LLC
DYNEGY COAL INVESTMENTS HOLDINGS, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
DYNEGY CONESVILLE, LLC
DYNEGY DICKS CREEK, LLC
DYNEGY ENERGY SERVICES (EAST), LLC
DYNEGY ENERGY SERVICES, LLC
DYNEGY EQUIPMENT, LLC
DYNEGY FAYETTE II, LLC
DYNEGY GAS GENERATION, LLC
DYNEGY GAS HOLDCO, LLC
DYNEGY GAS IMPORTS, LLC
DYNEGY GAS INVESTMENTS HOLDINGS, LLC
DYNEGY GAS INVESTMENTS, LLC
DYNEGY GASCO HOLDINGS, LLC
DYNEGY GENERATION HOLDCO, LLC
DYNEGY GLOBAL LIQUIDS, INC.
DYNEGY HANGING ROCK II, LLC
DYNEGY KENDALL ENERGY, LLC
DYNEGY KILLEN, LLC
DYNEGY LEE II, LLC
DYNEGY MARKETING AND TRADE, LLC
DYNEGY MIAMI FORT, LLC
DYNEGY MIDWEST GENERATION, LLC
DYNEGY MORRO BAY, LLC
DYNEGY MOSS LANDING, LLC
DYNEGY OAKLAND, LLC
DYNEGY OPERATING COMPANY
DYNEGY POWER GENERATION INC.
DYNEGY POWER MARKETING, LLC
DYNEGY POWER, LLC
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Americas 92203420 v5
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DYNEGY RESOURCE HOLDINGS, LLC
DYNEGY RESOURCE I, LLC
DYNEGY RESOURCE II, LLC
DYNEGY RESOURCE III, LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLC
DYNEGY RESOURCES HOLDCO I, LLC
DYNEGY RESOURCES HOLDCO II, LLC
DYNEGY RESOURCES MANAGEMENT, LLC
DYNEGY SOUTH BAY, LLC
DYNEGY STUART, LLC
DYNEGY WASHINGTON II, LLC
DYNEGY ZIMMER, LLC
ELWOOD ENERGY HOLDINGS II, LLC
ELWOOD ENERGY HOLDINGS, LLC
ELWOOD EXPANSION HOLDINGS, LLC
EQUIPOWER RESOURCES CORP.
HAVANA DOCK ENTERPRISES, LLC
ILLINOVA CORPORATION
KINCAID ENERGY SERVICES COMPANY, LLC
KINCAID GENERATION, L.L.C.
KINCAID HOLDINGS, LLC
LAKE ROAD GENERATING COMPANY, LLC
LIBERTY ELECTRIC POWER, LLC
MASSPOWER HOLDCO, LLC
MASSPOWER PARTNERS I, LLC
MASSPOWER PARTNERS II, LLC
MILFORD POWER COMPANY, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
RICHLAND GENERATION EXPANSION, LLC
RICHLAND-STRYKER GENERATION LLC
RSG POWER, LLC
SITHE ENERGIES, INC.
SITHE/INDEPENDENCE LLC
TOMCAT POWER, LLC
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Americas 92203420 v5
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Americas 92203420 v5
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Americas 92203420 v5
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Americas 92203420 v5
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Americas 92203420 v5
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Americas 92203420 v5
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Americas 92260805 v6
|
|
|
Americas 92260805 v6
|
|
|
|
BLACK MOUNTAIN COGEN, INC.
BLUE RIDGE GENERATION LLC
CASCO BAY ENERGY COMPANY, LLC
DIGHTON POWER, LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANY
DYNEGY COAL GENERATION, LLC
DYNEGY COAL HOLDCO, LLC
DYNEGY COAL INVESTMENTS HOLDINGS, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
DYNEGY CONESVILLE, LLC
DYNEGY DICKS CREEK, LLC
DYNEGY ENERGY SERVICES (EAST), LLC
DYNEGY ENERGY SERVICES, LLC
DYNEGY EQUIPMENT, LLC
DYNEGY FAYETTE II, LLC
DYNEGY GAS GENERATION, LLC
DYNEGY GAS HOLDCO, LLC
DYNEGY GAS IMPORTS, LLC
DYNEGY GAS INVESTMENTS HOLDINGS, LLC
DYNEGY GAS INVESTMENTS, LLC
DYNEGY GASCO HOLDINGS, LLC
DYNEGY GENERATION HOLDCO, LLC
DYNEGY GLOBAL LIQUIDS, INC.
DYNEGY HANGING ROCK II, LLC
DYNEGY KENDALL ENERGY, LLC
DYNEGY KILLEN, LLC
DYNEGY LEE II, LLC
DYNEGY MARKETING AND TRADE, LLC
DYNEGY MIAMI FORT, LLC
DYNEGY MIDWEST GENERATION, LLC
DYNEGY MORRO BAY, LLC
DYNEGY MOSS LANDING, LLC
DYNEGY OAKLAND, LLC
DYNEGY OPERATING COMPANY
DYNEGY POWER GENERATION INC.
DYNEGY POWER MARKETING, LLC
DYNEGY POWER, LLC
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Americas 92260805 v6
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|
|
DYNEGY RESOURCE HOLDINGS, LLC
DYNEGY RESOURCE I, LLC
DYNEGY RESOURCE II, LLC
DYNEGY RESOURCE III, LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLC
DYNEGY RESOURCES HOLDCO I, LLC
DYNEGY RESOURCES HOLDCO II, LLC
DYNEGY RESOURCES MANAGEMENT, LLC
DYNEGY SOUTH BAY, LLC
DYNEGY STUART, LLC
DYNEGY WASHINGTON II, LLC
DYNEGY ZIMMER, LLC
ELWOOD ENERGY HOLDINGS II, LLC
ELWOOD ENERGY HOLDINGS, LLC
ELWOOD EXPANSION HOLDINGS, LLC
EQUIPOWER RESOURCES CORP.
HAVANA DOCK ENTERPRISES, LLC
ILLINOVA CORPORATION
KINCAID ENERGY SERVICES COMPANY, LLC
KINCAID GENERATION, L.L.C.
KINCAID HOLDINGS, LLC
LAKE ROAD GENERATING COMPANY, LLC
LIBERTY ELECTRIC POWER, LLC
MASSPOWER HOLDCO, LLC
MASSPOWER PARTNERS I, LLC
MASSPOWER PARTNERS II, LLC
MILFORD POWER COMPANY, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
RICHLAND GENERATION EXPANSION, LLC
RICHLAND-STRYKER GENERATION LLC
RSG POWER, LLC
SITHE ENERGIES, INC.
SITHE/INDEPENDENCE LLC
TOMCAT POWER, LLC
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Americas 92260805 v6
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Americas 92260805 v6
|
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Americas 92260805 v6
|
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Americas 92260805 v6
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Americas 92260805 v6
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Americas 92260805 v6
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Americas 92260805 v6
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|
Americas 92491485 v3
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|
|
Americas 92491485 v3
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|
|
|
BLACK MOUNTAIN COGEN, INC.
BLUE RIDGE GENERATION LLC
CASCO BAY ENERGY COMPANY, LLC
DIGHTON POWER, LLC
DYNEGY ADMINISTRATIVE SERVICES COMPANY
DYNEGY COAL GENERATION, LLC
DYNEGY COAL HOLDCO, LLC
DYNEGY COAL INVESTMENTS HOLDINGS, LLC
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
DYNEGY CONESVILLE, LLC
DYNEGY DICKS CREEK, LLC
DYNEGY ENERGY SERVICES (EAST), LLC
DYNEGY ENERGY SERVICES, LLC
DYNEGY EQUIPMENT, LLC
DYNEGY FAYETTE II, LLC
DYNEGY GAS GENERATION, LLC
DYNEGY GAS HOLDCO, LLC
DYNEGY GAS IMPORTS, LLC
DYNEGY GAS INVESTMENTS HOLDINGS, LLC
DYNEGY GAS INVESTMENTS, LLC
DYNEGY GASCO HOLDINGS, LLC
DYNEGY GENERATION HOLDCO, LLC
DYNEGY GLOBAL LIQUIDS, INC.
DYNEGY HANGING ROCK II, LLC
DYNEGY KENDALL ENERGY, LLC
DYNEGY KILLEN, LLC
DYNEGY LEE II, LLC
DYNEGY MARKETING AND TRADE, LLC
DYNEGY MIAMI FORT, LLC
DYNEGY MIDWEST GENERATION, LLC
DYNEGY MORRO BAY, LLC
DYNEGY MOSS LANDING, LLC
DYNEGY OAKLAND, LLC
DYNEGY OPERATING COMPANY
DYNEGY POWER GENERATION INC.
DYNEGY POWER MARKETING, LLC
DYNEGY POWER, LLC
|
Americas 92491485 v3
|
|
|
DYNEGY RESOURCE HOLDINGS, LLC
DYNEGY RESOURCE I, LLC
DYNEGY RESOURCE II, LLC
DYNEGY RESOURCE III, LLC
DYNEGY RESOURCES GENERATING HOLDCO, LLC
DYNEGY RESOURCES HOLDCO I, LLC
DYNEGY RESOURCES HOLDCO II, LLC
DYNEGY RESOURCES MANAGEMENT, LLC
DYNEGY SOUTH BAY, LLC
DYNEGY STUART, LLC
DYNEGY WASHINGTON II, LLC
DYNEGY ZIMMER, LLC
ELWOOD ENERGY HOLDINGS II, LLC
ELWOOD ENERGY HOLDINGS, LLC
ELWOOD EXPANSION HOLDINGS, LLC
EQUIPOWER RESOURCES CORP.
HAVANA DOCK ENTERPRISES, LLC
ILLINOVA CORPORATION
KINCAID ENERGY SERVICES COMPANY, LLC
KINCAID GENERATION, L.L.C.
KINCAID HOLDINGS, LLC
LAKE ROAD GENERATING COMPANY, LLC
LIBERTY ELECTRIC POWER, LLC
MASSPOWER HOLDCO, LLC
MASSPOWER PARTNERS I, LLC
MASSPOWER PARTNERS II, LLC
MILFORD POWER COMPANY, LLC
ONTELAUNEE POWER OPERATING COMPANY, LLC
RICHLAND GENERATION EXPANSION, LLC
RICHLAND-STRYKER GENERATION LLC
RSG POWER, LLC
SITHE ENERGIES, INC.
SITHE/INDEPENDENCE LLC
TOMCAT POWER, LLC
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Americas 92491485 v3
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Americas 92491485 v3
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Americas 92491485 v3
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Americas 92491485 v3
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Americas 92491485 v3
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Americas 92491485 v3
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Americas 92491485 v3
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SUBSIDIARY
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STATE OR COUNTRY OF INCORPORATION OR ORGANIZATION
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1.
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Dynegy Gas Investments, LLC
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Delaware
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2.
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Illinova Corporation
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Illinois
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3.
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Dynegy Resource Holdings, LLC
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Delaware
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4.
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Dynegy Finance IV, Inc. (1)
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Delaware
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5.
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Dynegy Coal Holdco, LLC
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Delaware
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(1)
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Effective with the closing of Delta Transaction on
February 7, 2017
, Dynegy Finance IV, Inc. merged into Dynegy Inc.
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(1)
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Registration Statement (Form S-8 No. 333-211734) pertaining to the 2012 Long Term Incentive Plan of Dynegy Inc.
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(2)
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Registration Statement (Form S-3 No. 333-199179) of Dynegy Inc.
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1.
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I have reviewed this report on Form 10-K 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 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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February 24, 2017
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By:
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/s/ R
OBERT
C
.
F
LEXON
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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-K 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 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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February 24, 2017
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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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February 24, 2017
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By:
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/s/ ROBERT C. FLEXON
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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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February 24, 2017
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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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