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State of
Incorporation
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I.R.S. Employer
Identification No.
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Delaware
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20-5653152
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601 Travis, Suite 1400
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Houston, Texas
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77002
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Emerging growth company
o
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 4.
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Item 6.
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ATSI
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American Transmission Service, Inc.
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CAA
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Clean Air Act
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CAISO
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The California Independent System Operator
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CDD
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Cooling Degree Days
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COMED
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Commonwealth Edison
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CPUC
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California Public Utility Commission
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CT
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Combustion Turbine
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EBITDA
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Earnings Before Interest, Taxes, Depreciation and Amortization
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EMAAC
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Eastern Mid-Atlantic Area Council
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EPA
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Environmental Protection Agency
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ERCOT
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Electric Reliability Council of Texas
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FCA
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Forward Capacity Auction
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FERC
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Federal Energy Regulatory Commission
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FTR
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Financial Transmission Rights
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HDD
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Heating Degree Days
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IMA
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In-market Asset Availability
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IPCB
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Illinois Pollution Control Board
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IPH
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IPH, LLC (formerly known as Illinois Power Holdings, LLC)
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ISO
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Independent System Operator
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ISO-NE
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Independent System Operator New England
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kW
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Kilowatt
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LIBOR
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London Interbank Offered Rate
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MAAC
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Mid-Atlantic Area Council
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MISO
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Midcontinent Independent System Operator, Inc.
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MMBtu
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One Million British Thermal Units
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Moody’s
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Moody’s Investors Service Inc.
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MW
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Megawatts
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MWh
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Megawatt Hour
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NYISO
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New York Independent System Operator
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PJM
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PJM Interconnection, LLC
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PPL
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PPL Electric Utilities, Corp.
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PRIDE
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Producing Results through Innovation by Dynegy Employees
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RGGI
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Regional Greenhouse Gas Initiative
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RTO
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Regional Transmission Organization
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S&P
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Standard & Poor’s Ratings Services
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SEC
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U.S. Securities and Exchange Commission
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March 31, 2017
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December 31, 2016
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ASSETS
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Current Assets
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Cash and cash equivalents
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$
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467
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$
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1,776
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Restricted cash
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—
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62
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||
Accounts receivable, net of allowance for doubtful accounts of $1 and $1, respectively
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394
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386
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Inventory
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513
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445
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Assets from risk management activities
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129
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130
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Intangible assets
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31
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38
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Prepayments and other current assets
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157
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150
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Total Current Assets
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1,691
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2,987
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Property, plant and equipment, net
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9,719
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7,121
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Investment in unconsolidated affiliate
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149
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|
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—
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Restricted cash
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—
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2,000
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Assets from risk management activities
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34
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|
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16
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|
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Goodwill
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799
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799
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Intangible assets
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63
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23
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|
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Assets held-for-sale
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451
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—
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Other long-term assets
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174
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107
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Total Assets
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$
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13,080
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$
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13,053
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March 31, 2017
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December 31, 2016
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LIABILITIES AND EQUITY
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Current Liabilities
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Accounts payable
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$
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287
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$
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332
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Accrued interest
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205
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81
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Intangible liabilities
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34
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21
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Accrued liabilities and other current liabilities
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137
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133
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Liabilities from risk management activities
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66
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97
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Asset retirement obligations
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58
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51
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Debt, current portion, net
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117
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201
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Total Current Liabilities
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904
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916
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Liabilities subject to compromise (Note 18)
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—
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832
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Debt, long-term portion, net
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9,200
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8,778
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Liabilities from risk management activities
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50
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43
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|
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Asset retirement obligations
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259
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236
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Deferred income taxes
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35
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5
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Intangible liabilities
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45
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34
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Other long-term liabilities
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165
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170
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Total Liabilities
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10,658
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11,014
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Commitments and Contingencies (Note 13)
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Stockholders’ Equity
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Preferred stock, $0.01 par value, 20,000,000 shares authorized:
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Series A 5.375% mandatory convertible preferred stock, $0.01 par value; 4,000,000 shares issued and outstanding, respectively
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400
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400
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Common stock, $0.01 par value, 420,000,000 shares authorized; 142,645,810 shares issued and 131,319,688 shares outstanding at March 31, 2017; 128,626,740 shares issued and 117,300,618 outstanding at December 31, 2016
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1
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1
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Additional paid-in capital
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3,321
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3,547
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Accumulated other comprehensive income, net of tax
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34
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|
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21
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Accumulated deficit
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(1,330
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)
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(1,927
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)
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Total Dynegy Stockholders’ Equity
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2,426
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2,042
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Noncontrolling interest
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(4
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)
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(3
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)
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Total Equity
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2,422
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2,039
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Total Liabilities and Equity
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$
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13,080
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$
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13,053
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Three Months Ended March 31,
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||||||
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2017
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2016
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||||
Revenues
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$
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1,247
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|
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$
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1,123
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Cost of sales, excluding depreciation expense
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(757
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)
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(545
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)
|
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Gross margin
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490
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578
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Operating and maintenance expense
|
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(232
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)
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(221
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)
|
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Depreciation expense
|
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(200
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)
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(171
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)
|
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Impairments
|
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(20
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)
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—
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|
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General and administrative expense
|
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(40
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)
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(37
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)
|
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Acquisition and integration costs
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(45
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)
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(4
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)
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Other
|
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(2
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)
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—
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|
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Operating income (loss)
|
|
(49
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)
|
|
145
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|
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Bankruptcy reorganization items (Note 18)
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|
483
|
|
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—
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Earnings (losses) from unconsolidated investments
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(1
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)
|
|
2
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Interest expense
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(167
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)
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(142
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)
|
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Other income and expense, net
|
|
17
|
|
|
1
|
|
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Income before income taxes
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|
283
|
|
|
6
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|
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Income tax benefit (expense) (Note 14)
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313
|
|
|
(16
|
)
|
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Net income (loss)
|
|
596
|
|
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(10
|
)
|
||
Less: Net loss attributable to noncontrolling interest
|
|
(1
|
)
|
|
—
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|
||
Net income (loss) attributable to Dynegy Inc.
|
|
597
|
|
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(10
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)
|
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Less: Dividends on preferred stock
|
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5
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|
|
5
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Net income (loss) attributable to Dynegy Inc. common stockholders
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|
$
|
592
|
|
|
$
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(15
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)
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|
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|
||||
Earnings (Loss) Per Share (Note 16):
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|
|
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||||
Basic earnings (loss) per share attributable to Dynegy Inc. common stockholders
|
|
$
|
4.00
|
|
|
$
|
(0.13
|
)
|
Diluted earnings (loss) per share attributable to Dynegy Inc. common stockholders
|
|
$
|
3.57
|
|
|
$
|
(0.13
|
)
|
|
|
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|
||||
Basic shares outstanding
|
|
148
|
|
|
117
|
|
||
Diluted shares outstanding
|
|
167
|
|
|
117
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Net income (loss)
|
|
$
|
596
|
|
|
$
|
(10
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
||||
Actuarial gain and plan amendment (net of tax of zero and zero, respectively)
|
|
15
|
|
|
—
|
|
||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
||||
Amortization of unrecognized prior service credit (net of tax of zero and zero, respectively)
|
|
(2
|
)
|
|
(1
|
)
|
||
Other comprehensive income (loss), net of tax
|
|
13
|
|
|
(1
|
)
|
||
Comprehensive income (loss)
|
|
609
|
|
|
(11
|
)
|
||
Less: Comprehensive loss attributable to noncontrolling interest
|
|
(1
|
)
|
|
—
|
|
||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
|
$
|
610
|
|
|
$
|
(11
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||
Net income (loss)
|
|
$
|
596
|
|
|
$
|
(10
|
)
|
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
|
|
|
|
|
||||
Depreciation expense
|
|
200
|
|
|
171
|
|
||
Non-cash interest expense
|
|
20
|
|
|
10
|
|
||
Amortization of intangibles
|
|
11
|
|
|
14
|
|
||
Risk management activities
|
|
(20
|
)
|
|
(109
|
)
|
||
(Earnings) loss from unconsolidated investments
|
|
1
|
|
|
(2
|
)
|
||
Deferred income taxes
|
|
(313
|
)
|
|
16
|
|
||
Impairments
|
|
20
|
|
|
—
|
|
||
Change in value of common stock warrants
|
|
(12
|
)
|
|
(1
|
)
|
||
Bankruptcy reorganization items
|
|
(483
|
)
|
|
—
|
|
||
Other
|
|
16
|
|
|
13
|
|
||
Changes in working capital:
|
|
|
|
|
||||
Accounts receivable, net
|
|
24
|
|
|
65
|
|
||
Inventory
|
|
33
|
|
|
18
|
|
||
Prepayments and other current assets
|
|
19
|
|
|
28
|
|
||
Accounts payable and accrued liabilities
|
|
38
|
|
|
43
|
|
||
Changes in non-current assets
|
|
—
|
|
|
(10
|
)
|
||
Changes in non-current liabilities
|
|
(1
|
)
|
|
3
|
|
||
Net cash provided by operating activities
|
|
149
|
|
|
249
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||
Capital expenditures
|
|
(31
|
)
|
|
(125
|
)
|
||
Acquisitions, net of cash acquired
|
|
(3,263
|
)
|
|
—
|
|
||
Distributions from unconsolidated investments
|
|
2
|
|
|
8
|
|
||
Net cash used in investing activities
|
|
(3,292
|
)
|
|
(117
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Proceeds from long-term borrowings, net of debt issuance costs
|
|
425
|
|
|
198
|
|
||
Repayments of borrowings
|
|
(299
|
)
|
|
(5
|
)
|
||
Proceeds from issuance of equity, net of issuance costs
|
|
150
|
|
|
—
|
|
||
Preferred stock dividends paid
|
|
(5
|
)
|
|
(5
|
)
|
||
Interest rate swap settlement payments
|
|
(4
|
)
|
|
(4
|
)
|
||
Acquisition of noncontrolling interest
|
|
(375
|
)
|
|
—
|
|
||
Payments related to bankruptcy financing
|
|
(119
|
)
|
|
—
|
|
||
Other financing
|
|
(1
|
)
|
|
(2
|
)
|
||
Net cash provided by (used in) financing activities
|
|
(228
|
)
|
|
182
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
(3,371
|
)
|
|
314
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
|
3,838
|
|
|
544
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
|
$
|
467
|
|
|
$
|
858
|
|
•
|
Working capital was valued using available market information (Level 2).
|
•
|
Acquired property, plant and equipment (“PP&E”), excluding those assets classified as held-for-sale, was valued using a discounted cash flow (“DCF”) analysis based upon a debt-free, free cash flow model (Level 3). The DCF model was created for each power generation facility based on its remaining useful life, and:
|
◦
|
for the years 2017 and 2018, included gross margin forecasts using quoted forward commodity market prices;
|
◦
|
for the years 2019 through 2026, we used gross margin forecasts based upon commodity and capacity price curves developed internally using forward New York Mercantile Exchange natural gas prices and supply and demand factors;
|
◦
|
for periods beyond 2026, we assumed a
2.5 percent
growth rate.
|
•
|
Acquired PP&E classified as held-for-sale was valued based upon the sale price of the assets (Level 2).
|
•
|
Acquired derivatives were valued using the methods described in
Note 6—Fair Value Measurements
(Level 2 or Level 3).
|
•
|
Contracts with terms that were not at current market prices were also valued using a DCF analysis (Level 3). The cash flows generated by the contracts were compared with their cash flows based on current market prices with the resulting difference recorded as either an intangible asset or liability.
|
•
|
Asset retirement obligations (“AROs”) were recorded in accordance with ASC 410, Asset Retirement and Environmental Obligations (Level 3).
|
(amounts in millions)
|
|
|
||
Base purchase price
|
|
$
|
3,300
|
|
Working capital adjustments and other (1)
|
|
(32
|
)
|
|
Fair value of total consideration transferred
|
|
$
|
3,268
|
|
|
|
|
||
Cash
|
|
$
|
20
|
|
Accounts receivable
|
|
22
|
|
|
Inventory
|
|
101
|
|
|
Prepayments and other current assets
|
|
3
|
|
|
Assets from risk management activities (including current portion of $21 million)
|
|
25
|
|
|
Property, plant and equipment
|
|
2,751
|
|
|
Investment in unconsolidated affiliate
|
|
152
|
|
|
Intangible assets (including current portion of $7 million)
|
|
50
|
|
|
Assets held-for-sale
|
|
445
|
|
|
Other long-term assets
|
|
131
|
|
|
Total assets acquired
|
|
3,700
|
|
|
|
|
|
||
Accounts payable
|
|
24
|
|
|
Liabilities from risk management activities (including current portion of $13 million)
|
|
16
|
|
|
Asset retirement obligations
|
|
19
|
|
|
Intangible liabilities (including current portion of $16 million)
|
|
30
|
|
|
Deferred income taxes, net
|
|
342
|
|
|
Other long-term liabilities
|
|
1
|
|
|
Total liabilities assumed
|
|
432
|
|
|
Net assets acquired
|
|
$
|
3,268
|
|
(1)
|
Includes a non-cash working capital adjustment of
$15 million
.
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
|
2017
|
|
2016
|
||||
Acquisition costs
|
|
$
|
31
|
|
|
$
|
2
|
|
Revenues
|
|
$
|
78
|
|
|
N/A
|
|
|
Operating loss
|
|
$
|
(17
|
)
|
|
N/A
|
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
|
2017
|
|
2016
|
||||
Revenue
|
|
$
|
1,303
|
|
|
$
|
1,286
|
|
Net income (loss)
|
|
$
|
562
|
|
|
$
|
(33
|
)
|
Net income (loss) attributable to Dynegy Inc.
|
|
$
|
563
|
|
|
$
|
(33
|
)
|
Inventory
|
|
$
|
11
|
|
Property, plant & equipment
|
|
440
|
|
|
Assets held-for-sale
|
|
$
|
451
|
|
Contract Type
|
|
Quantity
|
|
Unit of Measure
|
|
Fair Value (1)
|
|||
(dollars and quantities in millions)
|
|
Purchases (Sales)
|
|
|
|
Asset (Liability)
|
|||
Commodity contracts:
|
|
|
|
|
|
|
|
|
|
Electricity derivatives (2)
|
|
(71
|
)
|
|
MWh
|
|
$
|
(40
|
)
|
Electricity basis derivatives (3)
|
|
(19
|
)
|
|
MWh
|
|
$
|
(1
|
)
|
Natural gas derivatives (2)
|
|
432
|
|
|
MMBtu
|
|
$
|
54
|
|
Natural gas basis derivatives
|
|
139
|
|
|
MMBtu
|
|
$
|
(4
|
)
|
Physical heat rate derivatives
|
|
144/(16)
|
|
|
MMBtu/MWh
|
|
$
|
8
|
|
Emissions derivatives
|
|
10
|
|
|
Metric Ton
|
|
$
|
(13
|
)
|
Interest rate swaps
|
|
767
|
|
|
U.S. Dollar
|
|
$
|
(23
|
)
|
Common stock warrants (4)
|
|
24
|
|
|
Warrant
|
|
$
|
(6
|
)
|
(1)
|
Includes both asset and liability risk management positions but excludes margin and collateral netting of
$66 million
.
|
(2)
|
Mainly comprised of swaps and physical forwards.
|
(3)
|
Comprised of FTRs and swaps.
|
(4)
|
Each warrant is convertible into
one
share of Dynegy common stock.
|
|
|
|
|
|
March 31, 2017
|
||||||||||||||
|
|
|
|
|
|
|
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
|
|
$
|
336
|
|
|
$
|
(173
|
)
|
|
$
|
—
|
|
|
$
|
163
|
|
|
Total derivative assets
|
|
|
|
$
|
336
|
|
|
$
|
(173
|
)
|
|
$
|
—
|
|
|
$
|
163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Commodity contracts
|
|
Liabilities from risk management activities
|
|
$
|
(332
|
)
|
|
$
|
173
|
|
|
$
|
66
|
|
|
$
|
(93
|
)
|
|
Interest rate contracts
|
|
Liabilities from risk management activities
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
||||
|
Common stock warrants
|
|
Accrued liabilities, other current liabilities and other long-term liabilities
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
|
Total derivative liabilities
|
|
|
|
$
|
(361
|
)
|
|
$
|
173
|
|
|
$
|
66
|
|
|
$
|
(122
|
)
|
Total derivatives
|
|
|
|
$
|
(25
|
)
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
41
|
|
|
|
|
|
|
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
|
|
Location on Balance Sheet
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
(amounts in millions)
|
|
|
|
|
||||
Gross collateral posted with counterparties
|
|
$
|
101
|
|
|
$
|
116
|
|
Less: Collateral netted against risk management liabilities
|
|
66
|
|
|
54
|
|
||
Net collateral within Prepayments and other current assets
|
|
$
|
35
|
|
|
$
|
62
|
|
Derivatives Not Designated as Hedges
|
|
Location of Gain (Loss)
Recognized in Income on
Derivatives
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||||
(amounts in millions)
|
|
|
|
|
|
|
||||
Commodity contracts
|
|
Revenues
|
|
$
|
184
|
|
|
$
|
192
|
|
Interest rate contracts
|
|
Interest expense
|
|
$
|
2
|
|
|
$
|
(8
|
)
|
Common stock warrants
|
|
Other income and (expense), net
|
|
$
|
12
|
|
|
$
|
1
|
|
|
|
Fair Value as of March 31, 2017
|
||||||||||||||
(amounts in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Assets from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
161
|
|
|
$
|
10
|
|
|
$
|
171
|
|
Natural gas derivatives
|
|
—
|
|
|
131
|
|
|
16
|
|
|
147
|
|
||||
Physical heat rate derivatives
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||
Emissions derivatives
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total assets from commodity risk management activities
|
|
$
|
—
|
|
|
$
|
310
|
|
|
$
|
26
|
|
|
$
|
336
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
.
|
|
||||
Liabilities from commodity risk management activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electricity derivatives
|
|
$
|
—
|
|
|
$
|
(185
|
)
|
|
$
|
(27
|
)
|
|
$
|
(212
|
)
|
Natural gas derivatives
|
|
—
|
|
|
(79
|
)
|
|
(18
|
)
|
|
(97
|
)
|
||||
Physical heat rate derivatives
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||
Emissions derivatives
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||
Total liabilities from commodity risk management activities
|
|
—
|
|
|
(287
|
)
|
|
(45
|
)
|
|
(332
|
)
|
||||
Liabilities from interest rate contracts
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
||||
Liabilities from outstanding common stock warrants
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||
Total liabilities
|
|
$
|
(6
|
)
|
|
$
|
(310
|
)
|
|
$
|
(45
|
)
|
|
$
|
(361
|
)
|
|
|
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
|
)
|
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)
|
|
(19
|
)
|
|
Million MWh
|
|
$
|
(17
|
)
|
|
Basis spread + liquid location
|
|
Basis spread
|
|
$4.25 - $6.25
|
FTRs
|
|
(12
|
)
|
|
Million MWh
|
|
$
|
—
|
|
|
Historical congestion
|
|
Forward price
|
|
$0 - $6.00
|
Natural gas derivatives (1)
|
|
119
|
|
|
Million MMBtu
|
|
$
|
(2
|
)
|
|
Illiquid location fixed price
|
|
Forward price
|
|
$2.50 - $3.00
|
(1)
|
Represents forward financial and physical transactions at illiquid pricing locations and long-dated contracts.
|
|
|
Three Months Ended March 31, 2017
|
||||||||||
(amounts in millions)
|
|
Electricity
Derivatives
|
|
Natural Gas Derivatives
|
|
Total
|
||||||
Balance at December 31, 2016
|
|
$
|
8
|
|
|
$
|
(6
|
)
|
|
$
|
2
|
|
Acquired derivatives
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Total gains (losses) included in earnings
|
|
(46
|
)
|
|
11
|
|
|
(35
|
)
|
|||
Settlements (1)
|
|
20
|
|
|
(7
|
)
|
|
13
|
|
|||
Balance at March 31, 2017
|
|
$
|
(17
|
)
|
|
$
|
(2
|
)
|
|
$
|
(19
|
)
|
Unrealized gains (losses) relating to instruments held as of March 31, 2017
|
|
$
|
(46
|
)
|
|
$
|
11
|
|
|
$
|
(35
|
)
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||
(amounts in millions)
|
|
Electricity
Derivatives
|
|
Natural Gas Derivatives
|
|
Coal Derivatives
|
|
Total
|
||||||||
Balance at December 31, 2015
|
|
$
|
(18
|
)
|
|
$
|
(32
|
)
|
|
$
|
2
|
|
|
$
|
(48
|
)
|
Total gains included in earnings
|
|
8
|
|
|
5
|
|
|
—
|
|
|
13
|
|
||||
Settlements (1)
|
|
(7
|
)
|
|
9
|
|
|
(1
|
)
|
|
1
|
|
||||
Balance at March 31, 2016
|
|
$
|
(17
|
)
|
|
$
|
(18
|
)
|
|
$
|
1
|
|
|
$
|
(34
|
)
|
Unrealized gains relating to instruments held as of March 31, 2016
|
|
$
|
8
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
13
|
|
(1)
|
For purposes of these tables, we define settlements as the beginning of period fair value of contracts that settled during the period.
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
(amounts in millions)
|
|
Fair Value Hierarchy
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Dynegy Inc.:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tranche C-1 Term Loan, due 2024 (1)
|
|
Level 2
|
|
$
|
(2,130
|
)
|
|
$
|
(2,230
|
)
|
|
$
|
(1,994
|
)
|
|
$
|
(2,025
|
)
|
Tranche B-2 Term Loan, due 2020 (1)
|
|
Level 2
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(219
|
)
|
|
$
|
(225
|
)
|
Revolving Facility (1)
|
|
Level 2
|
|
$
|
(300
|
)
|
|
$
|
(300
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
6.75% Senior Notes, due 2019 (1)
|
|
Level 2
|
|
$
|
(2,084
|
)
|
|
$
|
(2,163
|
)
|
|
$
|
(2,083
|
)
|
|
$
|
(2,137
|
)
|
7.375% Senior Notes, due 2022 (1)
|
|
Level 2
|
|
$
|
(1,732
|
)
|
|
$
|
(1,728
|
)
|
|
$
|
(1,731
|
)
|
|
$
|
(1,665
|
)
|
5.875% Senior Notes, due 2023 (1)
|
|
Level 2
|
|
$
|
(493
|
)
|
|
$
|
(456
|
)
|
|
$
|
(492
|
)
|
|
$
|
(431
|
)
|
7.625% Senior Notes, due 2024 (1)
|
|
Level 2
|
|
$
|
(1,236
|
)
|
|
$
|
(1,194
|
)
|
|
$
|
(1,237
|
)
|
|
$
|
(1,156
|
)
|
8.034% Senior Notes, due 2024 (1)
|
|
Level 2
|
|
$
|
(182
|
)
|
|
$
|
(171
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
8.00% Senior Notes, due 2025 (1)
|
|
Level 2
|
|
$
|
(738
|
)
|
|
$
|
(718
|
)
|
|
$
|
(738
|
)
|
|
$
|
(703
|
)
|
7.00% Amortizing Notes, due 2019 (TEUs) (1)
|
|
Level 2
|
|
$
|
(71
|
)
|
|
$
|
(75
|
)
|
|
$
|
(78
|
)
|
|
$
|
(90
|
)
|
Forward capacity agreement (1)
|
|
Level 3
|
|
$
|
(207
|
)
|
|
$
|
(207
|
)
|
|
$
|
(205
|
)
|
|
$
|
(205
|
)
|
Inventory financing agreements
|
|
Level 3
|
|
$
|
(61
|
)
|
|
$
|
(61
|
)
|
|
$
|
(129
|
)
|
|
$
|
(127
|
)
|
Equipment financing agreements (1)
|
|
Level 3
|
|
$
|
(83
|
)
|
|
$
|
(83
|
)
|
|
$
|
(73
|
)
|
|
$
|
(73
|
)
|
Genco:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities subject to compromise (2)
|
|
Level 3
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(825
|
)
|
|
$
|
(366
|
)
|
(1)
|
Carrying amounts include unamortized discounts and debt issuance costs. Please read
Note 12—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 in our Form 10-K for further details.
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
|
2017
|
|
2016
|
||||
Change in capital expenditures included in accounts payable
|
|
$
|
5
|
|
|
$
|
1
|
|
Change in capital expenditures pursuant to an equipment financing agreement
|
|
$
|
9
|
|
|
$
|
1
|
|
Issuance of 2017 Warrants
|
|
$
|
17
|
|
|
$
|
—
|
|
Issuance of senior notes as part of the Genco restructuring
|
|
$
|
182
|
|
|
$
|
—
|
|
Non-cash working capital adjustment to purchase price of the ENGIE acquisition
|
|
$
|
15
|
|
|
$
|
—
|
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
|
2017
|
|
2016
|
||||
Cash and cash equivalents
|
|
$
|
467
|
|
|
$
|
821
|
|
Restricted cash included in current assets related to collateral
|
|
—
|
|
|
37
|
|
||
Total cash, cash equivalents and restricted cash
|
|
$
|
467
|
|
|
$
|
858
|
|
(amounts in millions)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Materials and supplies
|
|
$
|
247
|
|
|
$
|
182
|
|
Coal (1)
|
|
225
|
|
|
238
|
|
||
Fuel oil (1)
|
|
22
|
|
|
17
|
|
||
Gas
|
|
13
|
|
|
—
|
|
||
Emissions allowances (2)
|
|
6
|
|
|
8
|
|
||
Total
|
|
$
|
513
|
|
|
$
|
445
|
|
(1)
|
At
March 31, 2017
, approximately
$3 million
and
$9 million
of the coal and fuel oil inventory, respectively, are part of an inventory financing agreement. At
December 31, 2016
, approximately
$44 million
and
$12 million
of the coal and fuel oil inventory, respectively, were part of an inventory financing agreement. Please read
Note 12—Debt
—
Brayton Point Inventory Financing for further discussion.
|
(2)
|
At
March 31, 2017
and
December 31, 2016
, a portion of this inventory was held as collateral by one of our counterparties as part of an inventory financing agreement. Please read
Note 12—Debt
—
Emissions Repurchase Agreements for further discussion.
|
(amounts in millions)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Power generation
|
|
$
|
10,072
|
|
|
$
|
7,537
|
|
Buildings and improvements
|
|
1,184
|
|
|
944
|
|
||
Office and other equipment
|
|
117
|
|
|
98
|
|
||
Property, plant and equipment
|
|
11,373
|
|
|
8,579
|
|
||
Accumulated depreciation
|
|
(1,654
|
)
|
|
(1,458
|
)
|
||
Property, plant and equipment, net
|
|
$
|
9,719
|
|
|
$
|
7,121
|
|
|
|
March 31, 2017
|
|||||||||||||||||
(dollars in millions)
|
|
Ownership Interest
|
|
Property, Plant and Equipment
|
|
Accumulated Depreciation
|
|
Construction Work in Progress
|
|
Total
|
|||||||||
Miami Fort
|
|
64.0
|
%
|
|
$
|
208
|
|
|
$
|
(44
|
)
|
|
$
|
4
|
|
|
$
|
168
|
|
Stuart (1)(2)
|
|
39.0
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Conesville (1)
|
|
40.0
|
%
|
|
$
|
61
|
|
|
$
|
(3
|
)
|
|
$
|
6
|
|
|
$
|
64
|
|
Zimmer
|
|
46.5
|
%
|
|
$
|
116
|
|
|
$
|
(29
|
)
|
|
$
|
6
|
|
|
$
|
93
|
|
Killen (1)(2)(3)
|
|
33.0
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
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
|
|
39.0
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Conesville
|
|
40.0
|
%
|
|
$
|
61
|
|
|
$
|
(3
|
)
|
|
$
|
6
|
|
|
$
|
64
|
|
Zimmer
|
|
46.5
|
%
|
|
$
|
115
|
|
|
$
|
(25
|
)
|
|
$
|
6
|
|
|
$
|
96
|
|
Killen
|
|
33.0
|
%
|
|
$
|
19
|
|
|
$
|
(2
|
)
|
|
$
|
3
|
|
|
$
|
20
|
|
(1)
|
Facilities not operated by Dynegy.
|
(2)
|
Scheduled to be retired by mid-2018.
|
(3)
|
Please read
Note 9—Property, Plant and Equipment
for further discussion of impairment recognized for the three months ended March 31, 2017.
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
(amounts in millions)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Electricity contracts
|
|
$
|
293
|
|
|
$
|
(219
|
)
|
|
$
|
74
|
|
|
$
|
260
|
|
|
$
|
(206
|
)
|
|
$
|
54
|
|
Gas transport contracts
|
|
29
|
|
|
(9
|
)
|
|
20
|
|
|
13
|
|
|
(6
|
)
|
|
7
|
|
||||||
Total intangible assets
|
|
$
|
322
|
|
|
$
|
(228
|
)
|
|
$
|
94
|
|
|
$
|
273
|
|
|
$
|
(212
|
)
|
|
$
|
61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Electricity contracts
|
|
$
|
(31
|
)
|
|
$
|
20
|
|
|
$
|
(11
|
)
|
|
$
|
(28
|
)
|
|
$
|
26
|
|
|
$
|
(2
|
)
|
Coal contracts
|
|
(49
|
)
|
|
44
|
|
|
(5
|
)
|
|
(49
|
)
|
|
42
|
|
|
(7
|
)
|
||||||
Coal transport contracts
|
|
(86
|
)
|
|
76
|
|
|
(10
|
)
|
|
(86
|
)
|
|
73
|
|
|
(13
|
)
|
||||||
Gas transport contracts
|
|
(60
|
)
|
|
9
|
|
|
(51
|
)
|
|
(41
|
)
|
|
8
|
|
|
(33
|
)
|
||||||
Gas storage contracts
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total intangible liabilities
|
|
$
|
(228
|
)
|
|
$
|
149
|
|
|
$
|
(79
|
)
|
|
$
|
(204
|
)
|
|
$
|
149
|
|
|
$
|
(55
|
)
|
Intangible assets and liabilities, net
|
|
$
|
94
|
|
|
$
|
(79
|
)
|
|
$
|
15
|
|
|
$
|
69
|
|
|
$
|
(63
|
)
|
|
$
|
6
|
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
|
2017
|
|
2016
|
||||
Electricity contracts, net (1)
|
|
$
|
15
|
|
|
$
|
16
|
|
Coal contracts, net (2)
|
|
(2
|
)
|
|
(12
|
)
|
||
Coal transport contracts, net (2)
|
|
(2
|
)
|
|
(7
|
)
|
||
Gas transport contracts, net (2)
|
|
—
|
|
|
17
|
|
||
Total
|
|
$
|
11
|
|
|
$
|
14
|
|
(1)
|
The amortization of these contracts is recognized in Revenues or Cost of sales in our unaudited consolidated statements of operations.
|
(2)
|
The amortization of these contracts is recognized in Cost of sales in our unaudited consolidated statements of operations.
|
(amounts in millions/months)
|
|
Gross Carrying Amount
|
|
Weighted-Average Amortization Period
|
||
Intangible Assets:
|
|
|
|
|
||
Electricity contracts
|
|
$
|
34
|
|
|
39
|
Gas transport contracts
|
|
16
|
|
|
47
|
|
Total intangible assets
|
|
$
|
50
|
|
|
41
|
|
|
|
|
|
||
Intangible Liabilities:
|
|
|
|
|
||
Electricity contracts
|
|
$
|
(11
|
)
|
|
32
|
Gas contracts
|
|
—
|
|
|
1
|
|
Gas transport contracts
|
|
(17
|
)
|
|
35
|
|
Gas storage contracts
|
|
(2
|
)
|
|
13
|
|
Total intangible liabilities
|
|
$
|
(30
|
)
|
|
33
|
Total intangible assets and liabilities, net
|
|
$
|
20
|
|
|
|
(amounts in millions)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Secured Obligations:
|
|
|
|
|
||||
Tranche C-1 Term Loan, due 2024 (1)
|
|
$
|
2,224
|
|
|
$
|
2,000
|
|
Tranche B-2 Term Loan, due 2020
|
|
—
|
|
|
224
|
|
||
Revolving Facility
|
|
300
|
|
|
—
|
|
||
Forward Capacity Agreements
|
|
230
|
|
|
219
|
|
||
Inventory Financing Agreements
|
|
61
|
|
|
129
|
|
||
Subtotal secured obligations
|
|
2,815
|
|
|
2,572
|
|
||
Unsecured Obligations:
|
|
|
|
|
||||
7.00% Amortizing Notes, due 2019 (TEUs)
|
|
73
|
|
|
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
|
|
||
8.034% Senior Notes, due 2024 (2)
|
|
182
|
|
|
—
|
|
||
8.00% Senior Notes, due 2025
|
|
750
|
|
|
750
|
|
||
Equipment Financing Agreements
|
|
110
|
|
|
97
|
|
||
Subtotal unsecured obligations
|
|
6,715
|
|
|
6,527
|
|
||
Total debt obligations
|
|
9,530
|
|
|
9,099
|
|
||
Unamortized debt discounts and issuance costs
|
|
(213
|
)
|
|
(120
|
)
|
||
|
|
9,317
|
|
|
8,979
|
|
||
Less: Current maturities, including unamortized debt discounts and issuance costs, net
|
|
117
|
|
|
201
|
|
||
Total Long-term debt
|
|
$
|
9,200
|
|
|
$
|
8,778
|
|
(1)
|
At December 31, 2016, the
$2.0 billion
Tranche C Term Loan was held by Dynegy Finance IV. Upon the close of the ENGIE Acquisition, this debt obligation became Dynegy Inc.’s secured obligation.
|
(2)
|
On the Genco Emergence Date, we issued the
$182 million
,
8.034 percent
seven
-year unsecured senior notes due 2024.
|
•
|
On January 10, 2017, we amended the Credit Agreement (Fourth Amendment) to increase the revolver capacity by
$45 million
and to extend the maturity date on
$450 million
in revolver capacity to 2021, which was effective upon the ENGIE Acquisition Closing Date.
|
•
|
On the ENGIE Acquisition Closing Date, we amended the Credit Agreement (Fifth Amendment) to (i) reduce the interest rate applicable to the Tranche C Term Loan by
75
basis points and (ii) extend the maturity to 2024 of the existing Tranche B-2 Term Loan through the exchange of the outstanding initial Tranche B-2 Term Loan for the
$2.224 billion
Tranche C-1 Term Loan.
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
|
2017
|
|
2016
|
||||
Income tax benefit (expense) (1)
|
|
$
|
313
|
|
|
$
|
(16
|
)
|
(1)
|
The three months ended March 31, 2017 include a
$317 million
benefit for a partial release of our valuation allowance as a result of the ENGIE Acquisition. The benefit was offset by a
$4 million
expense due to tax exposures in jurisdictions in which we do not have an offsetting deferred tax asset. The three months ended March 31, 2016 include a
$15 million
charge to deferred state income tax expense as a result of a change to our corporate tax structure.
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
|
Three Months Ended March 31,
|
||||||||||||||
(amounts in millions)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost benefits earned during period
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost on projected benefit obligation
|
|
5
|
|
|
5
|
|
|
—
|
|
|
1
|
|
||||
Expected return on plan assets
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Amortization of prior service credit
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Net periodic benefit cost (gain)
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
|
Three Months Ended March 31,
|
||||
(in millions)
|
|
2017
|
|
2016
|
||
Shares outstanding at the beginning of the period (1)
|
|
140
|
|
|
117
|
|
Weighted-average shares outstanding during the period of:
|
|
|
|
|
||
Shares issued under the PIPE Transaction
|
|
8
|
|
|
—
|
|
Basic weighted-average shares outstanding
|
|
148
|
|
|
117
|
|
Dilution from potentially dilutive shares (2)
|
|
19
|
|
|
—
|
|
Diluted weighted-average shares outstanding
|
|
167
|
|
|
117
|
|
(1)
|
The minimum settlement amount of the TEUs, or
23,092,460
shares, are considered to be outstanding since the issuance date of June 21, 2016, and are included in the computation of basic earnings (loss) per share for the
three months ended March 31, 2017
.
No
such amounts were considered outstanding for the
three months ended March 31, 2016
. Please read Note 13—Tangible Equity Units in our Form 10-K for further discussion.
|
(2)
|
Shares included in the computation of diluted earnings (loss) per share for the
three months ended March 31, 2017
consist of:
|
•
|
5,425,700
additional shares upon settlement of the TEUs - which reflects the difference between the minimum settlement amount included in basic weighted-average shares outstanding and the maximum settlement amount (
28,518,160
shares);
|
•
|
12,903,200
additional shares consisting of the maximum settlement amount of shares which can be converted from our outstanding mandatory convertible preferred stock; and
|
•
|
484,216
additional shares attributable to restricted stock units and performance stock units.
|
|
|
Three Months Ended March 31,
|
||||
(in millions of shares)
|
|
2017
|
|
2016
|
||
Stock options
|
|
2.8
|
|
|
2.8
|
|
Restricted stock units
|
|
—
|
|
|
1.3
|
|
Performance stock units
|
|
—
|
|
|
1.2
|
|
2012 Warrants
|
|
15.6
|
|
|
15.6
|
|
2017 Warrants
|
|
8.7
|
|
|
—
|
|
Series A 5.375% mandatory convertible preferred stock
|
|
—
|
|
|
12.9
|
|
Total
|
|
27.1
|
|
|
33.8
|
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
|
2017
|
|
2016
|
||||
Beginning of period
|
|
$
|
21
|
|
|
$
|
19
|
|
Other comprehensive income before reclassifications:
|
|
|
|
|
||||
Actuarial gain and plan amendments (net of tax of zero and zero, respectively)
|
|
15
|
|
|
—
|
|
||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
||
Amortization of unrecognized prior service credit (net of tax of zero and zero, respectively) (1)
|
|
(2
|
)
|
|
(1
|
)
|
||
Net current period other comprehensive income (loss), net of tax
|
|
13
|
|
|
(1
|
)
|
||
End of period
|
|
$
|
34
|
|
|
$
|
18
|
|
(1)
|
Amounts are associated with our defined benefit pension and other post-employment benefit plans and are included in the computation of net periodic pension cost (gain). Please read
Note 15—Pension and Other Post-Employment Benefit Plans
for further discussion.
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
321
|
|
|
$
|
110
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
467
|
|
Accounts receivable, net
|
143
|
|
|
2,910
|
|
|
25
|
|
|
(2,684
|
)
|
|
394
|
|
|||||
Inventory
|
—
|
|
|
443
|
|
|
70
|
|
|
—
|
|
|
513
|
|
|||||
Other current assets
|
10
|
|
|
403
|
|
|
7
|
|
|
(103
|
)
|
|
317
|
|
|||||
Total Current Assets
|
474
|
|
|
3,866
|
|
|
138
|
|
|
(2,787
|
)
|
|
1,691
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
9,393
|
|
|
326
|
|
|
—
|
|
|
9,719
|
|
|||||
Investment in affiliates
|
16,557
|
|
|
—
|
|
|
—
|
|
|
(16,557
|
)
|
|
—
|
|
|||||
Investment in unconsolidated affiliates
|
—
|
|
|
149
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|||||
Goodwill
|
—
|
|
|
799
|
|
|
—
|
|
|
—
|
|
|
799
|
|
|||||
Assets held-for-sale
|
—
|
|
|
451
|
|
|
—
|
|
|
—
|
|
|
451
|
|
|||||
Other long-term assets
|
7
|
|
|
229
|
|
|
35
|
|
|
—
|
|
|
271
|
|
|||||
Intercompany note receivable
|
96
|
|
|
8
|
|
|
—
|
|
|
(104
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
17,134
|
|
|
$
|
14,895
|
|
|
$
|
499
|
|
|
$
|
(19,448
|
)
|
|
$
|
13,080
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
2,294
|
|
|
$
|
396
|
|
|
$
|
281
|
|
|
$
|
(2,684
|
)
|
|
$
|
287
|
|
Other current liabilities
|
286
|
|
|
306
|
|
|
128
|
|
|
(103
|
)
|
|
617
|
|
|||||
Total Current Liabilities
|
2,580
|
|
|
702
|
|
|
409
|
|
|
(2,787
|
)
|
|
904
|
|
|||||
Debt, long-term portion, net
|
8,930
|
|
|
239
|
|
|
31
|
|
|
—
|
|
|
9,200
|
|
|||||
Intercompany note payable
|
3,042
|
|
|
96
|
|
|
—
|
|
|
(3,138
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
156
|
|
|
355
|
|
|
51
|
|
|
(8
|
)
|
|
554
|
|
|||||
Total Liabilities
|
14,708
|
|
|
1,392
|
|
|
491
|
|
|
(5,933
|
)
|
|
10,658
|
|
|||||
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Dynegy Stockholders’ Equity
|
2,426
|
|
|
16,549
|
|
|
8
|
|
|
(16,557
|
)
|
|
2,426
|
|
|||||
Intercompany note receivable
|
—
|
|
|
(3,042
|
)
|
|
—
|
|
|
3,042
|
|
|
—
|
|
|||||
Total Dynegy Stockholders’ Equity
|
2,426
|
|
|
13,507
|
|
|
8
|
|
|
(13,515
|
)
|
|
2,426
|
|
|||||
Noncontrolling interest
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Total Equity
|
2,426
|
|
|
13,503
|
|
|
8
|
|
|
(13,515
|
)
|
|
2,422
|
|
|||||
Total Liabilities and Equity
|
$
|
17,134
|
|
|
$
|
14,895
|
|
|
$
|
499
|
|
|
$
|
(19,448
|
)
|
|
$
|
13,080
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,529
|
|
|
$
|
221
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
1,776
|
|
Restricted cash
|
21
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|||||
Accounts receivable, net
|
141
|
|
|
2,604
|
|
|
39
|
|
|
(2,398
|
)
|
|
386
|
|
|||||
Inventory
|
—
|
|
|
326
|
|
|
119
|
|
|
—
|
|
|
445
|
|
|||||
Other current assets
|
12
|
|
|
408
|
|
|
2
|
|
|
(104
|
)
|
|
318
|
|
|||||
Total Current Assets
|
1,703
|
|
|
3,600
|
|
|
186
|
|
|
(2,502
|
)
|
|
2,987
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
6,772
|
|
|
349
|
|
|
—
|
|
|
7,121
|
|
|||||
Investment in affiliates
|
12,175
|
|
|
—
|
|
|
—
|
|
|
(12,175
|
)
|
|
—
|
|
|||||
Restricted cash
|
2,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|||||
Goodwill
|
—
|
|
|
799
|
|
|
—
|
|
|
—
|
|
|
799
|
|
|||||
Other long-term assets
|
2
|
|
|
109
|
|
|
35
|
|
|
—
|
|
|
146
|
|
|||||
Intercompany note receivable
|
—
|
|
|
8
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|||||
Total Assets
|
$
|
15,880
|
|
|
$
|
11,288
|
|
|
$
|
570
|
|
|
$
|
(14,685
|
)
|
|
$
|
13,053
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
1,990
|
|
|
$
|
443
|
|
|
$
|
297
|
|
|
$
|
(2,398
|
)
|
|
$
|
332
|
|
Other current liabilities
|
143
|
|
|
377
|
|
|
168
|
|
|
(104
|
)
|
|
584
|
|
|||||
Total Current Liabilities
|
2,133
|
|
|
820
|
|
|
465
|
|
|
(2,502
|
)
|
|
916
|
|
|||||
Liabilities subject to compromise
|
—
|
|
|
832
|
|
|
—
|
|
|
—
|
|
|
832
|
|
|||||
Debt, long-term portion, net
|
8,531
|
|
|
216
|
|
|
31
|
|
|
—
|
|
|
8,778
|
|
|||||
Intercompany note payable
|
3,042
|
|
|
—
|
|
|
—
|
|
|
(3,042
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
132
|
|
|
313
|
|
|
51
|
|
|
(8
|
)
|
|
488
|
|
|||||
Total Liabilities
|
13,838
|
|
|
2,181
|
|
|
547
|
|
|
(5,552
|
)
|
|
11,014
|
|
|||||
Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Dynegy Stockholders’ Equity
|
2,042
|
|
|
12,152
|
|
|
23
|
|
|
(12,175
|
)
|
|
2,042
|
|
|||||
Intercompany note receivable
|
—
|
|
|
(3,042
|
)
|
|
—
|
|
|
3,042
|
|
|
—
|
|
|||||
Total Dynegy Stockholders’ Equity
|
2,042
|
|
|
9,110
|
|
|
23
|
|
|
(9,133
|
)
|
|
2,042
|
|
|||||
Noncontrolling interest
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Total Equity
|
2,042
|
|
|
9,107
|
|
|
23
|
|
|
(9,133
|
)
|
|
2,039
|
|
|||||
Total Liabilities and Equity
|
$
|
15,880
|
|
|
$
|
11,288
|
|
|
$
|
570
|
|
|
$
|
(14,685
|
)
|
|
$
|
13,053
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
1,139
|
|
|
$
|
161
|
|
|
$
|
(53
|
)
|
|
$
|
1,247
|
|
Cost of sales, excluding depreciation expense
|
—
|
|
|
(695
|
)
|
|
(115
|
)
|
|
53
|
|
|
(757
|
)
|
|||||
Gross margin
|
—
|
|
|
444
|
|
|
46
|
|
|
—
|
|
|
490
|
|
|||||
Operating and maintenance expense
|
—
|
|
|
(201
|
)
|
|
(31
|
)
|
|
—
|
|
|
(232
|
)
|
|||||
Depreciation expense
|
—
|
|
|
(176
|
)
|
|
(24
|
)
|
|
—
|
|
|
(200
|
)
|
|||||
Impairments
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||
General and administrative expense
|
(6
|
)
|
|
(33
|
)
|
|
(1
|
)
|
|
—
|
|
|
(40
|
)
|
|||||
Acquisition and integration costs
|
(44
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Operating income (loss)
|
(50
|
)
|
|
13
|
|
|
(12
|
)
|
|
—
|
|
|
(49
|
)
|
|||||
Bankruptcy reorganization items
|
(15
|
)
|
|
498
|
|
|
—
|
|
|
—
|
|
|
483
|
|
|||||
Losses from unconsolidated investments
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Equity in earnings from investments in affiliates
|
806
|
|
|
—
|
|
|
—
|
|
|
(806
|
)
|
|
—
|
|
|||||
Interest expense
|
(161
|
)
|
|
(6
|
)
|
|
(3
|
)
|
|
3
|
|
|
(167
|
)
|
|||||
Other income and expense, net
|
17
|
|
|
3
|
|
|
—
|
|
|
(3
|
)
|
|
17
|
|
|||||
Income (loss) before income taxes
|
597
|
|
|
507
|
|
|
(15
|
)
|
|
(806
|
)
|
|
283
|
|
|||||
Income tax benefit
|
—
|
|
|
313
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|||||
Net income (loss)
|
597
|
|
|
820
|
|
|
(15
|
)
|
|
(806
|
)
|
|
596
|
|
|||||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Net income (loss) attributable to Dynegy Inc.
|
$
|
597
|
|
|
$
|
821
|
|
|
$
|
(15
|
)
|
|
$
|
(806
|
)
|
|
$
|
597
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
984
|
|
|
$
|
139
|
|
|
$
|
—
|
|
|
$
|
1,123
|
|
Cost of sales, excluding depreciation expense
|
—
|
|
|
(472
|
)
|
|
(73
|
)
|
|
—
|
|
|
(545
|
)
|
|||||
Gross margin
|
—
|
|
|
512
|
|
|
66
|
|
|
—
|
|
|
578
|
|
|||||
Operating and maintenance expense
|
—
|
|
|
(190
|
)
|
|
(31
|
)
|
|
—
|
|
|
(221
|
)
|
|||||
Depreciation expense
|
—
|
|
|
(150
|
)
|
|
(21
|
)
|
|
—
|
|
|
(171
|
)
|
|||||
General and administrative expense
|
(2
|
)
|
|
(33
|
)
|
|
(2
|
)
|
|
—
|
|
|
(37
|
)
|
|||||
Acquisition and integration costs
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Operating income (loss)
|
(5
|
)
|
|
138
|
|
|
12
|
|
|
—
|
|
|
145
|
|
|||||
Earnings from unconsolidated investments
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Equity in earnings from investments in affiliates
|
118
|
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
|
—
|
|
|||||
Interest expense
|
(124
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|||||
Other income and expense, net
|
1
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
1
|
|
|||||
Income (loss) before income taxes
|
(10
|
)
|
|
124
|
|
|
10
|
|
|
(118
|
)
|
|
6
|
|
|||||
Income tax expense
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||||
Net income (loss) attributable to Dynegy Inc.
|
$
|
(10
|
)
|
|
$
|
108
|
|
|
$
|
10
|
|
|
$
|
(118
|
)
|
|
$
|
(10
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
$
|
597
|
|
|
$
|
820
|
|
|
$
|
(15
|
)
|
|
$
|
(806
|
)
|
|
$
|
596
|
|
Other comprehensive income before reclassifications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Actuarial gain and plan amendments, net of tax of zero
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of unrecognized prior service credit, net of tax of zero
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Other comprehensive income, net of tax
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
Comprehensive income (loss)
|
610
|
|
|
820
|
|
|
(15
|
)
|
|
(806
|
)
|
|
609
|
|
|||||
Less: Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
$
|
610
|
|
|
$
|
821
|
|
|
$
|
(15
|
)
|
|
$
|
(806
|
)
|
|
$
|
610
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income (loss)
|
$
|
(10
|
)
|
|
$
|
108
|
|
|
$
|
10
|
|
|
$
|
(118
|
)
|
|
$
|
(10
|
)
|
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of unrecognized prior service credit, net of tax of zero
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Other comprehensive loss, net of tax
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Comprehensive income (loss)
|
(11
|
)
|
|
108
|
|
|
10
|
|
|
(118
|
)
|
|
(11
|
)
|
|||||
Less: Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total comprehensive income (loss) attributable to Dynegy Inc.
|
$
|
(11
|
)
|
|
$
|
108
|
|
|
$
|
10
|
|
|
$
|
(118
|
)
|
|
$
|
(11
|
)
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
(93
|
)
|
|
$
|
184
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
149
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(28
|
)
|
|
(3
|
)
|
|
—
|
|
|
(31
|
)
|
|||||
Acquisitions, net of cash acquired
|
(3,259
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(3,263
|
)
|
|||||
Distributions from unconsolidated investments
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Net intercompany transfers
|
254
|
|
|
—
|
|
|
—
|
|
|
(254
|
)
|
|
—
|
|
|||||
Net cash used in investing activities
|
(3,005
|
)
|
|
(30
|
)
|
|
(3
|
)
|
|
(254
|
)
|
|
(3,292
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term borrowings, net of debt issuance costs
|
425
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
425
|
|
|||||
Repayments of borrowings
|
(231
|
)
|
|
(30
|
)
|
|
(38
|
)
|
|
—
|
|
|
(299
|
)
|
|||||
Proceeds from issuance of equity, net of issuance costs
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|||||
Preferred stock dividends paid
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Interest rate swap settlement payments
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Acquisition of noncontrolling interest
|
(375
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(375
|
)
|
|||||
Payments related to bankruptcy financing
|
(119
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(119
|
)
|
|||||
Net intercompany transfers
|
—
|
|
|
(248
|
)
|
|
(6
|
)
|
|
254
|
|
|
—
|
|
|||||
Intercompany borrowings, net of repayments
|
29
|
|
|
(28
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Other financing
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(131
|
)
|
|
(306
|
)
|
|
(45
|
)
|
|
254
|
|
|
(228
|
)
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(3,229
|
)
|
|
(152
|
)
|
|
10
|
|
|
—
|
|
|
(3,371
|
)
|
|||||
Cash, cash equivalents, and restricted cash beginning of period
|
3,550
|
|
|
262
|
|
|
26
|
|
|
—
|
|
|
3,838
|
|
|||||
Cash, cash equivalents, and restricted cash end of period
|
$
|
321
|
|
|
$
|
110
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
467
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(14
|
)
|
|
$
|
307
|
|
|
$
|
(44
|
)
|
|
$
|
—
|
|
|
$
|
249
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(105
|
)
|
|
(20
|
)
|
|
—
|
|
|
(125
|
)
|
|||||
Distributions from unconsolidated investments
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Net intercompany transfers
|
339
|
|
|
—
|
|
|
—
|
|
|
(339
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
339
|
|
|
(97
|
)
|
|
(20
|
)
|
|
(339
|
)
|
|
(117
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from long-term borrowings, net of debt issuance costs
|
—
|
|
|
198
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|||||
Repayments of borrowings
|
(2
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Preferred stock dividends paid
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Interest rate swap settlement payments
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Net intercompany transfers
|
—
|
|
|
(345
|
)
|
|
6
|
|
|
339
|
|
|
—
|
|
|||||
Other financing
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(13
|
)
|
|
(150
|
)
|
|
6
|
|
|
339
|
|
|
182
|
|
|||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
312
|
|
|
60
|
|
|
(58
|
)
|
|
—
|
|
|
314
|
|
|||||
Cash, cash equivalents and restricted cash, beginning of period
|
327
|
|
|
133
|
|
|
84
|
|
|
—
|
|
|
544
|
|
|||||
Cash, cash equivalents and restricted cash, end of period
|
$
|
639
|
|
|
$
|
193
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
858
|
|
•
|
On the Emergence Date,
$113 million
of cash,
$182 million
of new Dynegy
seven
year unsecured notes, and warrants (the “2017 Warrants”) to purchase up to
8.7 million
shares of common stock with a fair value of
$17 million
.
|
•
|
On April 18, 2017,
$3 million
of cash,
$3 million
of new Dynegy
seven
-year unsecured notes, and
0.1 million
2017 Warrants with a fair value of less than
$1 million
.
|
(amounts in millions)
|
|
|
||
Liabilities subject to compromise, which were terminated
|
|
$
|
832
|
|
Less:
|
|
|
||
Seven-year unsecured notes
|
|
185
|
|
|
Cash consideration
|
|
116
|
|
|
Accrual for future potential distributions
|
|
22
|
|
|
2017 Warrants, at fair value
|
|
17
|
|
|
Legal and consulting fees
|
|
9
|
|
|
Bankruptcy reorganization items
|
|
$
|
483
|
|
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
ERCOT
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other and
Eliminations
|
|
Total
|
||||||||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unaffiliated revenues
|
|
$
|
630
|
|
|
$
|
309
|
|
|
$
|
17
|
|
|
$
|
92
|
|
|
$
|
175
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
1,247
|
|
Intercompany and affiliate revenues
|
|
(8
|
)
|
|
1
|
|
|
(1
|
)
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total revenues
|
|
$
|
622
|
|
|
$
|
310
|
|
|
$
|
16
|
|
|
$
|
100
|
|
|
$
|
175
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
1,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Depreciation expense
|
|
$
|
(92
|
)
|
|
$
|
(62
|
)
|
|
$
|
(13
|
)
|
|
$
|
(7
|
)
|
|
$
|
(12
|
)
|
|
$
|
(12
|
)
|
|
$
|
(2
|
)
|
|
$
|
(200
|
)
|
Impairments
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(40
|
)
|
||||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating income (loss)
|
|
$
|
86
|
|
|
$
|
(41
|
)
|
|
$
|
(28
|
)
|
|
$
|
17
|
|
|
$
|
18
|
|
|
$
|
(14
|
)
|
|
$
|
(87
|
)
|
|
$
|
(49
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Bankruptcy reorganization items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
498
|
|
|
—
|
|
|
(15
|
)
|
|
483
|
|
||||||||
Losses from unconsolidated investments
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|
(167
|
)
|
||||||||
Other income and expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
16
|
|
|
17
|
|
||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
283
|
|
||||||||||||
Income tax benefit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|
313
|
|
||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
596
|
|
|||||||||||||||
Less: Net loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|||||||||||||||
Net income attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
597
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total assets—domestic
|
|
$
|
5,765
|
|
|
$
|
3,720
|
|
|
$
|
1,615
|
|
|
$
|
340
|
|
|
$
|
597
|
|
|
$
|
473
|
|
|
$
|
570
|
|
|
$
|
13,080
|
|
Investment in unconsolidated affiliate
|
|
$
|
72
|
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
149
|
|
Capital expenditures
|
|
$
|
(12
|
)
|
|
$
|
(6
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
|
$
|
(28
|
)
|
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other and
Eliminations
|
|
Total
|
||||||||||||||
Domestic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Unaffiliated revenues
|
|
$
|
557
|
|
|
$
|
250
|
|
|
$
|
125
|
|
|
$
|
168
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
1,123
|
|
Intercompany revenues
|
|
5
|
|
|
(1
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total revenues
|
|
$
|
562
|
|
|
$
|
249
|
|
|
$
|
122
|
|
|
$
|
167
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
1,123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation expense
|
|
$
|
(85
|
)
|
|
$
|
(57
|
)
|
|
$
|
(8
|
)
|
|
$
|
(9
|
)
|
|
$
|
(11
|
)
|
|
$
|
(1
|
)
|
|
$
|
(171
|
)
|
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
(37
|
)
|
|||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
|
$
|
177
|
|
|
$
|
(2
|
)
|
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
(14
|
)
|
|
$
|
(43
|
)
|
|
$
|
145
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings from unconsolidated investments
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Interest expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
(142
|
)
|
|||||||
Other income and expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
|||||||||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
(16
|
)
|
|||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(10
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets—domestic
|
|
$
|
5,515
|
|
|
$
|
2,909
|
|
|
$
|
1,060
|
|
|
$
|
897
|
|
|
$
|
520
|
|
|
$
|
807
|
|
|
$
|
11,708
|
|
Investment in unconsolidated affiliate
|
|
$
|
185
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
185
|
|
Capital expenditures
|
|
$
|
(21
|
)
|
|
$
|
(22
|
)
|
|
$
|
(6
|
)
|
|
$
|
(11
|
)
|
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
$
|
(65
|
)
|
Revolving facilities and LC capacity (1)
|
|
$
|
1,675
|
|
Less:
|
|
|
||
Outstanding revolvers
|
|
(300
|
)
|
|
Outstanding LCs (2)
|
|
(476
|
)
|
|
Revolving facilities and LC availability
|
|
899
|
|
|
Cash and cash equivalents
|
|
467
|
|
|
Total available liquidity
|
|
$
|
1,366
|
|
(1)
|
Includes $1.545 billion in senior secured revolving credit facilities and
$130 million
related to LCs. Please read
Note 12—Debt
—Letter of Credit Facilities for further discussion.
|
(2)
|
Upon the closing of our pending transaction, AEP will return a previously issued LC totaling $58 million to Dynegy. Please read
Note 10—Joint Ownership of Generating Facilities
for further discussion.
|
•
|
January 2017 - Amended credit agreement (Fourth Amendment) to increase revolver capacity by $45 million and to extend the maturity date on $450 million in revolver capacity to 2021, which was effective upon the ENGIE Acquisition Closing Date.
|
•
|
February 2017 - Amended credit agreement (Fifth Amendment) to increase the Tranche C Term Loan amount by $224 million and to reduce interest rate by 75 basis points, which was effective upon the ENGIE Acquisition 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 LC facility, which was effective upon the ENGIE Acquisition Closing Date.
|
•
|
February 2017 - Genco emerged from bankruptcy and, as a result, we eliminated
$825 million
of Genco senior notes. 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 ENGIE Acquisition for a base purchase price of $3.3 billion in cash.
|
•
|
February 2017 - Paid the ECP Buyout Price of $375 million.
|
•
|
February 2017 - Issued 13,711,152 common shares to Terawatt Holdings, LP for $150 million.
|
•
|
March 2017 - Refinanced previously monetized capacity under our Forward Capacity Sales Agreement by 24 months by replacing our sale of cleared capacity for Planning Year 2017-2018 with a sale for Planning Year 2019-2020.
|
•
|
April 2017 - We exchanged
$15 million
of the Genco senior notes for
$3 million
cash,
$3 million
in Dynegy senior notes and
0.1 million
2017 Warrants.
|
|
|
Three Months Ended March 31,
|
||||||
(amounts in millions)
|
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
|
$
|
149
|
|
|
$
|
249
|
|
Net cash used in investing activities
|
|
$
|
(3,292
|
)
|
|
$
|
(117
|
)
|
Net cash provided by (used in) financing activities
|
|
$
|
(228
|
)
|
|
$
|
182
|
|
|
|
(in millions)
|
||
Increase in cash provided by operation of our power generation facilities and retail operations
|
|
$
|
2
|
|
Increase in interest payments on our various debt agreements
|
|
(2
|
)
|
|
Increase in payments for acquisition-related costs
|
|
(35
|
)
|
|
Decrease in cash provided by changes in working capital and other
|
|
(65
|
)
|
|
|
|
$
|
(100
|
)
|
(amounts in millions)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Cash (1)
|
|
$
|
103
|
|
|
$
|
124
|
|
LCs
|
|
476
|
|
|
382
|
|
||
Total
|
|
$
|
579
|
|
|
$
|
506
|
|
(1)
|
Includes broker margin as well as other collateral postings included in Prepayments and other current assets in our unaudited consolidated balance sheets. At
March 31, 2017
and
December 31, 2016
,
$66 million
and
$54 million
, respectively, of cash posted as collateral were netted against Liabilities from risk management activities in our unaudited consolidated balance sheets.
|
|
|
(in millions)
|
||
Cash paid, net of cash acquired for the ENGIE Acquisition
|
|
$
|
(3,263
|
)
|
Decrease in capital expenditures
|
|
94
|
|
|
Decrease in other investing activity
|
|
(6
|
)
|
|
|
|
$
|
(3,175
|
)
|
|
|
Three Months Ended March 31,
|
|
|
Estimated Remaining
|
||||||||
(amounts in millions)
|
|
2017
|
|
2016
|
|
|
2017
|
||||||
PJM
|
|
$
|
12
|
|
|
$
|
21
|
|
|
|
$
|
92
|
|
NY/NE
|
|
6
|
|
|
22
|
|
|
|
64
|
|
|||
ERCOT
|
|
1
|
|
|
—
|
|
|
|
13
|
|
|||
MISO
|
|
1
|
|
|
6
|
|
|
|
7
|
|
|||
IPH
|
|
3
|
|
|
11
|
|
|
|
30
|
|
|||
CAISO
|
|
3
|
|
|
1
|
|
|
|
31
|
|
|||
Other
|
|
2
|
|
|
4
|
|
|
|
9
|
|
|||
Total (1)(2)
|
|
$
|
28
|
|
|
$
|
65
|
|
|
|
$
|
246
|
|
(1)
|
Includes capitalized interest of
zero
and
$4 million
for the
three
months ended
March 31, 2017 and 2016
, respectively.
|
(2)
|
Excludes prepayments of long-term service agreements until such time that the work is performed.
|
•
|
Principal payments on our debt instruments and other financial obligations;
|
•
|
Periodic payments to settle our interest rate swap agreements; and
|
•
|
Dividend payments on our mandatory convertible preferred stock.
|
|
|
Moody’s
|
|
S&P
|
Dynegy Inc.:
|
|
|
|
|
Corporate Family Rating
|
|
B2
|
|
B+
|
Senior Secured
|
|
Ba3
|
|
BB
|
Senior Unsecured
|
|
B3
|
|
B+
|
|
|
Three Months Ended March 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(amounts in millions)
|
|
2017
|
|
2016
|
|
|||||||
Revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
1,021
|
|
|
$
|
820
|
|
|
$
|
201
|
|
Capacity
|
|
203
|
|
|
184
|
|
|
19
|
|
|||
Mark-to-market income, net
|
|
14
|
|
|
112
|
|
|
(98
|
)
|
|||
Contract amortization
|
|
(15
|
)
|
|
(17
|
)
|
|
2
|
|
|||
Other
|
|
24
|
|
|
24
|
|
|
—
|
|
|||
Total revenues
|
|
1,247
|
|
|
1,123
|
|
|
124
|
|
|||
Cost of sales, excluding depreciation expense
|
|
(757
|
)
|
|
(545
|
)
|
|
(212
|
)
|
|||
Gross margin
|
|
490
|
|
|
578
|
|
|
(88
|
)
|
|||
Operating and maintenance expense
|
|
(232
|
)
|
|
(221
|
)
|
|
(11
|
)
|
|||
Depreciation expense
|
|
(200
|
)
|
|
(171
|
)
|
|
(29
|
)
|
|||
Impairments
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||
General and administrative expense
|
|
(40
|
)
|
|
(37
|
)
|
|
(3
|
)
|
|||
Acquisition and integration costs
|
|
(45
|
)
|
|
(4
|
)
|
|
(41
|
)
|
|||
Other
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Operating income (loss)
|
|
(49
|
)
|
|
145
|
|
|
(194
|
)
|
|||
Bankruptcy reorganization items
|
|
483
|
|
|
—
|
|
|
483
|
|
|||
Earnings (loss) from unconsolidated investments
|
|
(1
|
)
|
|
2
|
|
|
(3
|
)
|
|||
Interest expense
|
|
(167
|
)
|
|
(142
|
)
|
|
(25
|
)
|
|||
Other income and expense, net
|
|
17
|
|
|
1
|
|
|
16
|
|
|||
Income before income taxes
|
|
283
|
|
|
6
|
|
|
277
|
|
|||
Income tax benefit (expense)
|
|
313
|
|
|
(16
|
)
|
|
329
|
|
|||
Net income (loss)
|
|
596
|
|
|
(10
|
)
|
|
606
|
|
|||
Less: Net loss attributable to noncontrolling interest
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Net income (loss) attributable to Dynegy Inc.
|
|
$
|
597
|
|
|
$
|
(10
|
)
|
|
$
|
607
|
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||||||||||||||
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
ERCOT
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other
|
|
Total
|
||||||||||||||||
Revenues
|
|
$
|
622
|
|
|
$
|
310
|
|
|
$
|
16
|
|
|
$
|
100
|
|
|
$
|
175
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
1,247
|
|
Cost of sales, excluding depreciation expense
|
|
(337
|
)
|
|
(239
|
)
|
|
(17
|
)
|
|
(50
|
)
|
|
(103
|
)
|
|
(11
|
)
|
|
—
|
|
|
(757
|
)
|
||||||||
Gross margin
|
|
285
|
|
|
71
|
|
|
(1
|
)
|
|
50
|
|
|
72
|
|
|
13
|
|
|
—
|
|
|
490
|
|
||||||||
Operating and maintenance expense
|
|
(87
|
)
|
|
(48
|
)
|
|
(14
|
)
|
|
(26
|
)
|
|
(42
|
)
|
|
(15
|
)
|
|
—
|
|
|
(232
|
)
|
||||||||
Depreciation expense
|
|
(92
|
)
|
|
(62
|
)
|
|
(13
|
)
|
|
(7
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|
(2
|
)
|
|
(200
|
)
|
||||||||
Impairments
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
(40
|
)
|
||||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
||||||||
Other
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||||
Operating income (loss)
|
|
$
|
86
|
|
|
$
|
(41
|
)
|
|
$
|
(28
|
)
|
|
$
|
17
|
|
|
$
|
18
|
|
|
$
|
(14
|
)
|
|
$
|
(87
|
)
|
|
$
|
(49
|
)
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||||||||||
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other
|
|
Total
|
||||||||||||||
Revenues
|
|
$
|
562
|
|
|
$
|
249
|
|
|
$
|
122
|
|
|
$
|
167
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
1,123
|
|
Cost of sales, excluding depreciation expense
|
|
(213
|
)
|
|
(154
|
)
|
|
(63
|
)
|
|
(99
|
)
|
|
(16
|
)
|
|
—
|
|
|
(545
|
)
|
|||||||
Gross margin
|
|
349
|
|
|
95
|
|
|
59
|
|
|
68
|
|
|
7
|
|
|
—
|
|
|
578
|
|
|||||||
Operating and maintenance expense
|
|
(87
|
)
|
|
(40
|
)
|
|
(38
|
)
|
|
(45
|
)
|
|
(10
|
)
|
|
(1
|
)
|
|
(221
|
)
|
|||||||
Depreciation expense
|
|
(85
|
)
|
|
(57
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|
(171
|
)
|
|||||||
General and administrative expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
(37
|
)
|
|||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||||||
Operating income (loss)
|
|
$
|
177
|
|
|
$
|
(2
|
)
|
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
(14
|
)
|
|
$
|
(43
|
)
|
|
$
|
145
|
|
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
ERCOT
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Total
|
||||||||||||||
Revenues, net of hedges, attributable to newly acquired ENGIE plants for the first quarter of 2017
|
|
$
|
38
|
|
|
$
|
23
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77
|
|
Higher (lower) power prices
|
|
54
|
|
|
62
|
|
|
—
|
|
|
2
|
|
|
(9
|
)
|
|
4
|
|
|
113
|
|
|||||||
Higher (lower) generation volumes (1)
|
|
19
|
|
|
19
|
|
|
—
|
|
|
(13
|
)
|
|
1
|
|
|
(11
|
)
|
|
15
|
|
|||||||
Higher (lower) capacity revenues
|
|
(18
|
)
|
|
(4
|
)
|
|
—
|
|
|
1
|
|
|
17
|
|
|
2
|
|
|
(2
|
)
|
|||||||
Change in MTM value of derivative transactions
|
|
(43
|
)
|
|
(39
|
)
|
|
—
|
|
|
(13
|
)
|
|
(2
|
)
|
|
6
|
|
|
(91
|
)
|
|||||||
Lower (higher) contract amortization
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|||||||
Other (2)
|
|
10
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
|
11
|
|
|||||||
Total change in revenues
|
|
$
|
60
|
|
|
$
|
61
|
|
|
$
|
16
|
|
|
$
|
(22
|
)
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
124
|
|
(1)
|
Increase primarily due to lower outages, offsetting decrease primarily due to plant shutdowns at our MISO and CAISO segments.
|
(2)
|
Other primarily consists of ancillary, tolling, transmission and gas revenues.
|
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
ERCOT
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Total
|
||||||||||||||
Cost of sales attributable to newly acquired ENGIE plants for the first quarter of 2017
|
|
$
|
16
|
|
|
$
|
10
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43
|
|
Higher (lower) prices
|
|
78
|
|
|
70
|
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
7
|
|
|
152
|
|
|||||||
Higher (lower) generation volumes (1)
|
|
12
|
|
|
23
|
|
|
—
|
|
|
(12
|
)
|
|
10
|
|
|
(10
|
)
|
|
23
|
|
|||||||
Higher (lower) transportation costs
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||||||
Lower (higher) contract amortization
|
|
10
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Other (2)
|
|
7
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|||||||
Total change in cost of sales
|
|
$
|
124
|
|
|
$
|
85
|
|
|
$
|
17
|
|
|
$
|
(13
|
)
|
|
$
|
4
|
|
|
$
|
(5
|
)
|
|
$
|
212
|
|
(1)
|
Higher generation volumes primarily due to lower outages and increased run times at our PJM, NY/NE and IPH segments; offsetting decrease primarily due to plant shutdowns at our MISO and CAISO segments.
|
(2)
|
Other primarily consists of transmission expenses.
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||||||||||||||
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
ERCOT
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other
|
|
Total
|
||||||||||||||||
Net income attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
597
|
|
||||||||||||||
Loss attributable to noncontrolling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|||||||||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(313
|
)
|
|||||||||||||||
Other income and expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17
|
)
|
|||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
167
|
|
|||||||||||||||
Loss from unconsolidated investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||||||||||||
Bankruptcy reorganization items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(483
|
)
|
|||||||||||||||
Operating income (loss)
|
|
$
|
86
|
|
|
$
|
(41
|
)
|
|
$
|
(28
|
)
|
|
$
|
17
|
|
|
$
|
18
|
|
|
$
|
(14
|
)
|
|
$
|
(87
|
)
|
|
$
|
(49
|
)
|
Depreciation and amortization expense
|
|
100
|
|
|
68
|
|
|
13
|
|
|
8
|
|
|
14
|
|
|
15
|
|
|
2
|
|
|
220
|
|
||||||||
Bankruptcy reorganization items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
498
|
|
|
—
|
|
|
(15
|
)
|
|
483
|
|
||||||||
Loss from unconsolidated investments
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||||
Other income and expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
16
|
|
|
17
|
|
||||||||
EBITDA
|
|
185
|
|
|
27
|
|
|
(15
|
)
|
|
25
|
|
|
531
|
|
|
1
|
|
|
(84
|
)
|
|
670
|
|
||||||||
Adjustments to reflect Adjusted EBITDA from unconsolidated investments and exclude noncontrolling interest
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Acquisition, integration and restructuring costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
46
|
|
||||||||
Bankruptcy reorganization items
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(498
|
)
|
|
—
|
|
|
15
|
|
|
(483
|
)
|
||||||||
Mark-to-market adjustments, including warrants
|
|
(15
|
)
|
|
15
|
|
|
6
|
|
|
(15
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
(12
|
)
|
|
(26
|
)
|
||||||||
Impairments
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||||||
Non-cash compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
||||||||
Adjusted EBITDA
|
|
$
|
191
|
|
|
$
|
42
|
|
|
$
|
(9
|
)
|
|
$
|
10
|
|
|
$
|
31
|
|
|
$
|
(3
|
)
|
|
$
|
(32
|
)
|
|
$
|
230
|
|
|
|
Three Months Ended March 31, 2016
|
||||||||||||||||||||||||||||||
(amounts in millions)
|
|
PJM
|
|
NY/NE
|
|
ERCOT
|
|
MISO
|
|
IPH
|
|
CAISO
|
|
Other
|
|
Total
|
||||||||||||||||
Net loss attributable to Dynegy Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(10
|
)
|
||||||||||||||
Income tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|||||||||||||||
Other income and expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142
|
|
|||||||||||||||
Earnings from unconsolidated investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|||||||||||||||
Operating income (loss)
|
|
$
|
177
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
14
|
|
|
$
|
(14
|
)
|
|
$
|
(43
|
)
|
|
$
|
145
|
|
Depreciation and amortization expense
|
|
83
|
|
|
75
|
|
|
—
|
|
|
9
|
|
|
10
|
|
|
12
|
|
|
1
|
|
|
190
|
|
||||||||
Earnings from unconsolidated investments
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||||
Other income and expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||||
EBITDA
|
|
262
|
|
|
73
|
|
|
—
|
|
|
22
|
|
|
24
|
|
|
(2
|
)
|
|
(41
|
)
|
|
338
|
|
||||||||
Adjustments to reflect Adjusted EBITDA from unconsolidated investments and exclude noncontrolling interest
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||||
Acquisition and integration costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||||
Mark-to-market adjustments, including warrants
|
|
(56
|
)
|
|
(20
|
)
|
|
—
|
|
|
(28
|
)
|
|
(3
|
)
|
|
2
|
|
|
(1
|
)
|
|
(106
|
)
|
||||||||
Non-cash compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||||||
Other (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||||
Adjusted EBITDA
|
|
$
|
209
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
$
|
251
|
|
(1)
|
Other includes an adjustment to exclude Wood River’s energy margin and O&M costs of $5 million for the three months ended March 31, 2016. Adjusted EBITDA did not include this adjustment for the three months ended March 31, 2017.
|
|
|
Three Months Ended March 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2017
|
|
2016
|
|
|||||||
Operating revenues
|
|
|
|
|
|
|
|
|
||||
Energy
|
|
$
|
498
|
|
|
$
|
395
|
|
|
$
|
103
|
|
Capacity
|
|
107
|
|
|
111
|
|
|
(4
|
)
|
|||
Mark-to-market income, net
|
|
15
|
|
|
56
|
|
|
(41
|
)
|
|||
Contract amortization
|
|
(9
|
)
|
|
(10
|
)
|
|
1
|
|
|||
Other
|
|
11
|
|
|
10
|
|
|
1
|
|
|||
Total operating revenues
|
|
622
|
|
|
562
|
|
|
60
|
|
|||
Operating costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(340
|
)
|
|
(226
|
)
|
|
(114
|
)
|
|||
Contract amortization
|
|
3
|
|
|
13
|
|
|
(10
|
)
|
|||
Total operating costs
|
|
(337
|
)
|
|
(213
|
)
|
|
(124
|
)
|
|||
Gross margin
|
|
285
|
|
|
349
|
|
|
(64
|
)
|
|||
Operating and maintenance expense
|
|
(87
|
)
|
|
(87
|
)
|
|
—
|
|
|||
Depreciation expense
|
|
(92
|
)
|
|
(85
|
)
|
|
(7
|
)
|
|||
Impairments
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||
Operating income
|
|
86
|
|
|
177
|
|
|
(91
|
)
|
|||
Depreciation and amortization expense
|
|
100
|
|
|
83
|
|
|
17
|
|
|||
Earnings (loss) from unconsolidated investments
|
|
(1
|
)
|
|
2
|
|
|
(3
|
)
|
|||
EBITDA
|
|
185
|
|
|
262
|
|
|
(77
|
)
|
|||
Adjustments to reflect Adjusted EBITDA from unconsolidated investments
|
|
1
|
|
|
3
|
|
|
(2
|
)
|
|||
Mark-to-market adjustments
|
|
(15
|
)
|
|
(56
|
)
|
|
41
|
|
|||
Impairments
|
|
20
|
|
|
—
|
|
|
20
|
|
|||
Adjusted EBITDA (1)
|
|
$
|
191
|
|
|
$
|
209
|
|
|
$
|
(18
|
)
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated (1)
|
|
13.4
|
|
|
13.0
|
|
|
0.4
|
|
|||
IMA (1)(2):
|
|
|
|
|
|
|
||||||
Combined-Cycle Facilities
|
|
89
|
%
|
|
98
|
%
|
|
|
||||
Coal-Fired Facilities
|
|
65
|
%
|
|
77
|
%
|
|
|
||||
Average Capacity Factor (1)(3):
|
|
|
|
|
|
|
||||||
Combined-Cycle Facilities
|
|
68
|
%
|
|
83
|
%
|
|
|
|
|||
Coal-Fired Facilities
|
|
60
|
%
|
|
43
|
%
|
|
|
|
|||
CDDs (4)
|
|
2
|
|
|
2
|
|
|
—
|
|
|||
HDDs (4)
|
|
2,226
|
|
|
2,449
|
|
|
(223
|
)
|
|||
Average Market On-Peak Spark Spreads ($/MWh) (5):
|
|
|
|
|
|
|
||||||
PJM West
|
|
$
|
11.38
|
|
|
$
|
18.73
|
|
|
$
|
(7.35
|
)
|
AD Hub
|
|
$
|
12.63
|
|
|
$
|
19.81
|
|
|
$
|
(7.18
|
)
|
Average Market On-Peak Power Prices ($/MWh) (6):
|
|
|
|
|
|
|
||||||
PJM West
|
|
$
|
32.52
|
|
|
$
|
31.49
|
|
|
$
|
1.03
|
|
AD Hub
|
|
$
|
31.39
|
|
|
$
|
28.80
|
|
|
$
|
2.59
|
|
Average natural gas price—TetcoM3 ($/MMBtu) (7)
|
|
$
|
3.02
|
|
|
$
|
1.82
|
|
|
$
|
1.20
|
|
(1)
|
Adjusted EBITDA includes the activity of the assets acquired in the ENGIE Acquisition for our period of ownership. Million Megawatt Hours Generated and Average Capacity Factor include such activity for the full month of February. IMA includes such activity for March.
|
(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 CDDs or HDDs for the PJM Region based on National Oceanic and Atmospheric Association (“NOAA”) data.
|
(5)
|
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.
|
(6)
|
Reflects the average of day-ahead settled prices for the periods presented and does not necessarily reflect prices we realized.
|
(7)
|
Reflects the average of daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
|
|
Three Months Ended March 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2017
|
|
2016
|
|
|||||||
Operating revenues
|
|
|
|
|
|
|
|
|
||||
Energy
|
|
$
|
273
|
|
|
$
|
171
|
|
|
$
|
102
|
|
Capacity
|
|
46
|
|
|
43
|
|
|
3
|
|
|||
Mark-to-market income (loss), net
|
|
(15
|
)
|
|
27
|
|
|
(42
|
)
|
|||
Contract amortization
|
|
(4
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Other
|
|
10
|
|
|
10
|
|
|
—
|
|
|||
Total operating revenues
|
|
310
|
|
|
249
|
|
|
61
|
|
|||
Operating costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(238
|
)
|
|
(138
|
)
|
|
(100
|
)
|
|||
Contract amortization
|
|
(1
|
)
|
|
(16
|
)
|
|
15
|
|
|||
Total operating costs
|
|
(239
|
)
|
|
(154
|
)
|
|
(85
|
)
|
|||
Gross margin
|
|
71
|
|
|
95
|
|
|
(24
|
)
|
|||
Operating and maintenance expense
|
|
(48
|
)
|
|
(40
|
)
|
|
(8
|
)
|
|||
Depreciation expense
|
|
(62
|
)
|
|
(57
|
)
|
|
(5
|
)
|
|||
Other
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Operating loss
|
|
(41
|
)
|
|
(2
|
)
|
|
(39
|
)
|
|||
Depreciation and amortization expense
|
|
68
|
|
|
75
|
|
|
(7
|
)
|
|||
EBITDA
|
|
27
|
|
|
73
|
|
|
(46
|
)
|
|||
Mark-to-market adjustments
|
|
15
|
|
|
(20
|
)
|
|
35
|
|
|||
Adjusted EBITDA (1)
|
|
$
|
42
|
|
|
$
|
53
|
|
|
$
|
(11
|
)
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated (1)
|
|
4.7
|
|
|
3.9
|
|
|
0.8
|
|
|||
IMA for Combined-Cycle Facilities (1)(2)
|
|
98
|
%
|
|
89
|
%
|
|
|
||||
Average Capacity Factor for Combined-Cycle Facilities (1)(3)
|
|
37
|
%
|
|
40
|
%
|
|
|
||||
CDDs (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
HDDs (4)
|
|
2,772
|
|
|
2,719
|
|
|
53
|
|
|||
Average Market On-Peak Spark Spreads ($/MWh) (5):
|
|
|
|
|
|
|
||||||
New York—Zone A
|
|
$
|
10.99
|
|
|
$
|
16.69
|
|
|
$
|
(5.70
|
)
|
Mass Hub
|
|
$
|
6.63
|
|
|
$
|
10.82
|
|
|
$
|
(4.19
|
)
|
Average Market On-Peak Power Prices ($/MWh) (6):
|
|
|
|
|
|
|
||||||
Mass Hub
|
|
$
|
37.76
|
|
|
$
|
33.85
|
|
|
$
|
3.91
|
|
Average natural gas price—Algonquin Citygates ($/MMBtu) (7)
|
|
$
|
4.45
|
|
|
$
|
3.29
|
|
|
$
|
1.16
|
|
(1)
|
Adjusted EBITDA includes the activity of the assets acquired in the ENGIE Acquisition for our period of ownership. Million Megawatt Hours Generated and Average Capacity Factor include such activity for the full month of February. IMA includes such activity for March.
|
(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 CDDs or HDDs for the ISO-NE Region based on NOAA data.
|
(5)
|
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.
|
(6)
|
Reflects the average of day-ahead settled prices for the periods presented and does not necessarily reflect prices we realized.
|
(7)
|
Reflects the average of daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
|
|
Three Months Ended March 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2017
|
|
2016
|
|
|||||||
Operating revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
22
|
|
|
$
|
—
|
|
|
NA
|
|
|
Mark-to-market loss, net
|
|
(6
|
)
|
|
—
|
|
|
NA
|
|
|||
Other
|
|
—
|
|
|
—
|
|
|
NA
|
|
|||
Total operating revenues
|
|
16
|
|
|
—
|
|
|
NA
|
|
|||
Operating costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(17
|
)
|
|
—
|
|
|
NA
|
|
|||
Total operating costs
|
|
(17
|
)
|
|
—
|
|
|
NA
|
|
|||
Gross margin
|
|
(1
|
)
|
|
—
|
|
|
NA
|
|
|||
Operating and maintenance expense
|
|
(14
|
)
|
|
—
|
|
|
NA
|
|
|||
Depreciation expense
|
|
(13
|
)
|
|
—
|
|
|
NA
|
|
|||
Operating loss
|
|
(28
|
)
|
|
—
|
|
|
NA
|
|
|||
Depreciation and amortization expense
|
|
13
|
|
|
—
|
|
|
NA
|
|
|||
EBITDA
|
|
(15
|
)
|
|
—
|
|
|
NA
|
|
|||
Mark-to-market adjustments
|
|
6
|
|
|
—
|
|
|
NA
|
|
|||
Adjusted EBITDA (1)
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
|
NA
|
|
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated (1)
|
|
0.6
|
|
|
—
|
|
|
NA
|
|
|||
IMA (1)(2):
|
|
|
|
|
|
|
||||||
Combined-Cycle Facilities
|
|
97
|
%
|
|
—
|
%
|
|
|
|
|||
Coal-Fired Facility
|
|
93
|
%
|
|
—
|
%
|
|
|
||||
Average Capacity Factor (1)(3):
|
|
|
|
|
|
|
||||||
Combined-Cycle Facilities
|
|
9
|
%
|
|
—
|
%
|
|
|
|
|||
Coal-Fired Facility
|
|
18
|
%
|
|
—
|
%
|
|
|
||||
CDDs (4)
|
|
267
|
|
|
120
|
|
|
147
|
|
|||
HDDs (4)
|
|
494
|
|
|
758
|
|
|
(264
|
)
|
|||
Average Market On-Peak Spark Spreads ($/MWh) (5):
|
|
|
|
|
|
|
||||||
ERCOT North
|
|
$
|
4.11
|
|
|
$
|
6.65
|
|
|
$
|
(2.54
|
)
|
Average Market On-Peak Power Prices ($/MWh) (6):
|
|
|
|
|
|
|
||||||
ERCOT North
|
|
$
|
23.54
|
|
|
$
|
19.62
|
|
|
$
|
3.92
|
|
Average natural gas price—Waha Hub ($/MMBtu) (7)
|
|
$
|
2.78
|
|
|
$
|
1.85
|
|
|
$
|
0.93
|
|
(1)
|
Adjusted EBITDA includes the activity of the assets acquired in the ENGIE Acquisition for our period of ownership. Million Megawatt Hours Generated and Average Capacity Factor include such activity for the full month of February. IMA includes such activity for March only.
|
(2)
|
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. 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 CDDs or HDDs for the ERCOT Region based on NOAA data.
|
(5)
|
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.
|
(6)
|
Reflects the average of day-ahead settled prices for the periods presented and does not necessarily reflect prices we realized.
|
(7)
|
Reflects the average of daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
|
|
(in millions)
|
||
Energy margin
|
|
$
|
5
|
|
O&M costs primarily due to planned outages
|
|
$
|
(14
|
)
|
|
|
Three Months Ended March 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2017
|
|
2016
|
|
|||||||
Operating revenues
|
|
|
|
|
|
|
|
|
||||
Energy
|
|
$
|
77
|
|
|
$
|
88
|
|
|
$
|
(11
|
)
|
Capacity
|
|
7
|
|
|
6
|
|
|
1
|
|
|||
Mark-to-market income, net
|
|
15
|
|
|
28
|
|
|
(13
|
)
|
|||
Other
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
Total operating revenues
|
|
100
|
|
|
122
|
|
|
(22
|
)
|
|||
Operating costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(50
|
)
|
|
(63
|
)
|
|
13
|
|
|||
Total operating costs
|
|
(50
|
)
|
|
(63
|
)
|
|
13
|
|
|||
Gross margin
|
|
50
|
|
|
59
|
|
|
(9
|
)
|
|||
Operating and maintenance expense
|
|
(26
|
)
|
|
(38
|
)
|
|
12
|
|
|||
Depreciation expense
|
|
(7
|
)
|
|
(8
|
)
|
|
1
|
|
|||
Operating income
|
|
17
|
|
|
13
|
|
|
4
|
|
|||
Depreciation and amortization expense
|
|
8
|
|
|
9
|
|
|
(1
|
)
|
|||
EBITDA
|
|
25
|
|
|
22
|
|
|
3
|
|
|||
Mark-to-market adjustments
|
|
(15
|
)
|
|
(28
|
)
|
|
13
|
|
|||
Other (1)
|
|
—
|
|
|
5
|
|
|
(5
|
)
|
|||
Adjusted EBITDA
|
|
$
|
10
|
|
|
$
|
(1
|
)
|
|
$
|
11
|
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated
|
|
2.7
|
|
|
3.3
|
|
|
(0.6
|
)
|
|||
IMA for Coal-Fired Facilities (2)
|
|
89
|
%
|
|
89
|
%
|
|
|
||||
Average Capacity Factor for Coal-Fired Facilities (3)
|
|
65
|
%
|
|
50
|
%
|
|
|
||||
CDDs (4)
|
|
57
|
|
|
28
|
|
|
29
|
|
|||
HDDs (4)
|
|
2,203
|
|
|
2,424
|
|
|
(221
|
)
|
|||
Average Market On-Peak Power Prices ($/MWh) (5):
|
|
|
|
|
|
|
||||||
Indiana (Indy Hub)
|
|
$
|
32.65
|
|
|
$
|
25.61
|
|
|
$
|
7.04
|
|
Commonwealth Edison (NI Hub)
|
|
$
|
30.27
|
|
|
$
|
27.34
|
|
|
$
|
2.93
|
|
(1)
|
Other includes an adjustment to exclude Wood River’s energy margin and O&M costs of $5 million for the three months ended March 31, 2016. Adjusted EBITDA did not include this adjustment for the three months ended March 31, 2017.
|
(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 CDDs or HDDs for the MISO Region based on NOAA data.
|
(5)
|
Reflects the average of day-ahead settled prices for the periods presented and does not necessarily reflect prices we realized.
|
|
|
(in millions)
|
||
Higher energy margin, net of hedges, primarily due to higher realized power prices driven by an increase in natural gas prices
|
|
$
|
3
|
|
Higher capacity revenue primarily due to higher volumes partially offset by lower pricing
|
|
$
|
1
|
|
Lower O&M costs due to shutdowns in 2016
|
|
$
|
7
|
|
|
|
Three Months Ended March 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2017
|
|
2016
|
|
|||||||
Operating revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
137
|
|
|
$
|
145
|
|
|
$
|
(8
|
)
|
Capacity
|
|
39
|
|
|
22
|
|
|
17
|
|
|||
Mark-to-market income, net
|
|
1
|
|
|
3
|
|
|
(2
|
)
|
|||
Contract amortization
|
|
(2
|
)
|
|
(4
|
)
|
|
2
|
|
|||
Other
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Total operating revenues
|
|
175
|
|
|
167
|
|
|
8
|
|
|||
Operating costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(105
|
)
|
|
(104
|
)
|
|
(1
|
)
|
|||
Contract amortization
|
|
2
|
|
|
5
|
|
|
(3
|
)
|
|||
Total operating costs
|
|
(103
|
)
|
|
(99
|
)
|
|
(4
|
)
|
|||
Gross margin
|
|
72
|
|
|
68
|
|
|
4
|
|
|||
Operating and maintenance expense
|
|
(42
|
)
|
|
(45
|
)
|
|
3
|
|
|||
Depreciation expense
|
|
(12
|
)
|
|
(9
|
)
|
|
(3
|
)
|
|||
Operating income
|
|
18
|
|
|
14
|
|
|
4
|
|
|||
Depreciation and amortization expense
|
|
14
|
|
|
10
|
|
|
4
|
|
|||
Bankruptcy reorganization items
|
|
498
|
|
|
—
|
|
|
498
|
|
|||
Other income and expense, net
|
|
1
|
|
|
—
|
|
|
1
|
|
|||
EBITDA
|
|
531
|
|
|
24
|
|
|
507
|
|
|||
Bankruptcy reorganization items
|
|
(498
|
)
|
|
—
|
|
|
(498
|
)
|
|||
Mark-to-market adjustments
|
|
(1
|
)
|
|
(3
|
)
|
|
2
|
|
|||
Other
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Adjusted EBITDA
|
|
$
|
31
|
|
|
$
|
21
|
|
|
$
|
10
|
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated
|
|
3.8
|
|
|
3.3
|
|
|
0.5
|
|
|||
IMA for IPH Facilities (1)
|
|
86
|
%
|
|
86
|
%
|
|
|
||||
Average Capacity Factor for IPH Facilities (2)
|
|
52
|
%
|
|
39
|
%
|
|
|
||||
CDDs (3)
|
|
57
|
|
|
28
|
|
|
29
|
|
|||
HDDs (3)
|
|
2,203
|
|
|
2,424
|
|
|
(221
|
)
|
|||
Average Market On-Peak Power Prices ($/MWh) (4):
|
|
|
|
|
|
|
||||||
Indiana (Indy Hub)
|
|
$
|
32.65
|
|
|
$
|
25.61
|
|
|
$
|
7.04
|
|
Commonwealth Edison (NI Hub)
|
|
$
|
30.27
|
|
|
$
|
27.34
|
|
|
$
|
2.93
|
|
(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. The 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 CDDs or HDDs for the MISO Region based on NOAA data.
|
(4)
|
Reflects the average of day-ahead settled prices for the periods presented and does not necessarily reflect prices we realized.
|
|
|
Three Months Ended March 31,
|
|
Favorable (Unfavorable) $ Change
|
||||||||
(dollars in millions, except for price information)
|
|
2017
|
|
2016
|
|
|||||||
Operating revenues
|
|
|
|
|
|
|
||||||
Energy
|
|
$
|
14
|
|
|
$
|
21
|
|
|
$
|
(7
|
)
|
Capacity
|
|
4
|
|
|
2
|
|
|
2
|
|
|||
Mark-to-market income (loss), net
|
|
4
|
|
|
(2
|
)
|
|
6
|
|
|||
Contract amortization
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|||
Other
|
|
2
|
|
|
3
|
|
|
(1
|
)
|
|||
Total operating revenues
|
|
24
|
|
|
23
|
|
|
1
|
|
|||
Operating costs
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
(11
|
)
|
|
(16
|
)
|
|
5
|
|
|||
Total operating costs
|
|
(11
|
)
|
|
(16
|
)
|
|
5
|
|
|||
Gross margin
|
|
13
|
|
|
7
|
|
|
6
|
|
|||
Operating and maintenance expense
|
|
(15
|
)
|
|
(10
|
)
|
|
(5
|
)
|
|||
Depreciation expense
|
|
(12
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|||
Operating loss
|
|
(14
|
)
|
|
(14
|
)
|
|
—
|
|
|||
Depreciation and amortization expense
|
|
15
|
|
|
12
|
|
|
3
|
|
|||
EBITDA
|
|
1
|
|
|
(2
|
)
|
|
3
|
|
|||
Mark-to-market adjustments
|
|
(4
|
)
|
|
2
|
|
|
(6
|
)
|
|||
Adjusted EBITDA
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
|
|
|
|
|
|
||||||
Million Megawatt Hours Generated
|
|
0.3
|
|
|
0.7
|
|
|
(0.4
|
)
|
|||
IMA for Combined-Cycle Facilities (1)
|
|
95
|
%
|
|
99
|
%
|
|
|
||||
Average Capacity Factor for Combined-Cycle Facilities (2)
|
|
14
|
%
|
|
29
|
%
|
|
|
||||
CDDs (3)
|
|
25
|
|
|
44
|
|
|
(19
|
)
|
|||
HDDs (3)
|
|
717
|
|
|
594
|
|
|
123
|
|
|||
Average Market On-Peak Spark Spreads ($/MWh) (4):
|
|
|
|
|
|
|
||||||
North of Path 15 (NP 15)
|
|
$
|
8.34
|
|
|
$
|
10.71
|
|
|
$
|
(2.37
|
)
|
Average natural gas price—PG&E Citygate ($/MMBtu) (5)
|
|
$
|
3.34
|
|
|
$
|
2.20
|
|
|
$
|
1.14
|
|
(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. The 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 CDDs or HDDs for the CAISO Region based on NOAA data.
|
(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 daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
|
|
2017
|
|
2018
|
|
2019 to 2021
|
Generation volumes hedged
|
|
92%
|
|
51%
|
|
7%
|
Coal requirements contracted (1)
|
|
80%
|
|
73%
|
|
15%
|
Coal requirements priced (1)
|
|
80%
|
|
73%
|
|
4%
|
Coal transportation requirements contracted (1)
|
|
100%
|
|
100%
|
|
100%
|
(1)
|
Excludes non-operated jointly-owned generating units.
|
|
|
2016-2017
|
|
2017-2018
|
|
2018-2019
|
|
2019-2020
|
||||||||||||||||||||||||
(price per MW-day)
|
|
Legacy Capacity
|
|
CP
|
|
Legacy Capacity
|
|
CP
|
|
Base
|
|
CP
|
|
Base
|
|
CP
|
||||||||||||||||
RTO zone
|
|
$
|
59.37
|
|
|
$
|
134.00
|
|
|
$
|
120.00
|
|
|
$
|
151.50
|
|
|
$
|
149.98
|
|
|
$
|
164.77
|
|
|
$
|
80.00
|
|
|
$
|
100.00
|
|
MAAC zone
|
|
$
|
119.13
|
|
|
$
|
134.00
|
|
|
$
|
120.00
|
|
|
$
|
151.50
|
|
|
$
|
149.98
|
|
|
$
|
164.77
|
|
|
$
|
80.00
|
|
|
$
|
100.00
|
|
EMAAC zone
|
|
$
|
119.13
|
|
|
$
|
134.00
|
|
|
$
|
120.00
|
|
|
$
|
151.50
|
|
|
$
|
210.63
|
|
|
$
|
225.42
|
|
|
$
|
99.77
|
|
|
$
|
119.77
|
|
COMED zone
|
|
$
|
59.37
|
|
|
$
|
134.00
|
|
|
$
|
120.00
|
|
|
$
|
151.50
|
|
|
$
|
200.21
|
|
|
$
|
215.00
|
|
|
$
|
182.77
|
|
|
$
|
202.77
|
|
ATSI zone
|
|
$
|
114.23
|
|
|
$
|
134.00
|
|
|
$
|
120.00
|
|
|
$
|
151.50
|
|
|
$
|
149.98
|
|
|
$
|
164.77
|
|
|
$
|
80.00
|
|
|
$
|
100.00
|
|
PPL zone
|
|
$
|
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
|
|
3,569
|
|
2,172
|
|
1,722
|
CP auction capacity sold, net (MW)
|
|
6,703
|
|
7,859
|
|
8,526
|
|
9,046
|
Bilateral capacity sold, net (MW)
|
|
85
|
|
2
|
|
295
|
|
200
|
Total segment capacity sold, net (MW)
|
|
10,911
|
|
11,430
|
|
10,993
|
|
10,968
|
Average price per MW-day
|
|
$120.35
|
|
$143.33
|
|
$179.06
|
|
$128.85
|
|
|
2017
|
|
2018
|
|
2019 to 2021
|
Generation volumes hedged (1)
|
|
91%
|
|
23%
|
|
5%
|
(1)
|
Excludes our Brayton Point facility and volumes subject to tolling agreements.
|
|
|
Winter 2016-2017
|
|
Summer 2017
|
Price per kW-month
|
|
$0.75
|
|
$3.00
|
|
|
Winter 2016-2017
|
|
Summer 2017
|
|
Winter 2017-2018
|
|
Summer 2018
|
|
Winter 2018-2019
|
|
Summer 2019
|
|
Winter 2019-2020
|
|
Summer 2020
|
Auction capacity sold (MW)
|
|
396
|
|
47
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Bilateral capacity sold (MW)
|
|
775
|
|
868
|
|
780
|
|
620
|
|
330
|
|
255
|
|
118
|
|
50
|
Total capacity sold (MW)
|
|
1,171
|
|
915
|
|
780
|
|
620
|
|
330
|
|
255
|
|
118
|
|
50
|
Average price per kW-month
|
|
$1.95
|
|
$3.41
|
|
$2.48
|
|
$3.66
|
|
$3.32
|
|
$3.39
|
|
$3.43
|
|
$3.45
|
|
|
2016-2017
|
|
2017-2018
|
|
2018-2019
|
|
2019-2020
|
|
2020-2021
|
Price per kW-month
|
|
$3.15
|
|
$7.03
|
|
$9.55
|
|
$7.03
|
|
$5.30
|
|
|
2016-2017
|
|
2017-2018
|
|
2018-2019
|
|
2019-2020
|
|
2020-2021
|
Auction capacity sold (MW)
|
|
3,968
|
|
3,433
|
|
3,471
|
|
3,500
|
|
3,595
|
Bilateral capacity sold (MW)
|
|
199
|
|
148
|
|
91
|
|
44
|
|
—
|
Total capacity sold (MW)
|
|
4,167
|
|
3,581
|
|
3,562
|
|
3,544
|
|
3,595
|
Average price per kW-month
|
|
$3.19
|
|
$6.98
|
|
$10.08
|
|
$7.02
|
|
$5.38
|
|
|
2017
|
|
2018
|
|
2019 to 2021
|
Generation volumes hedged
|
|
56%
|
|
50%
|
|
3%
|
Coal requirements contracted
|
|
100%
|
|
—%
|
|
—%
|
Coal requirements priced
|
|
100%
|
|
—%
|
|
—%
|
Coal transportation requirements contracted
|
|
100%
|
|
100%
|
|
—%
|
|
|
2017
|
|
2018
|
|
2019 to 2021
|
Generation volumes hedged (1)
|
|
81%
|
|
49%
|
|
7%
|
Coal requirements contracted
|
|
100%
|
|
86%
|
|
56%
|
Coal requirements priced
|
|
100%
|
|
86%
|
|
—%
|
Coal transportation requirements contracted
|
|
100%
|
|
98%
|
|
96%
|
(1)
|
Excludes Baldwin Unit 1 starting October 2018.
|
|
|
2017
|
|
2018
|
|
2019 to 2021
|
Generation volumes hedged
|
|
83%
|
|
47%
|
|
23%
|
Coal requirements contracted
|
|
98%
|
|
49%
|
|
27%
|
Coal requirements priced
|
|
75%
|
|
45%
|
|
—%
|
Coal transportation requirements contracted
|
|
100%
|
|
100%
|
|
100%
|
|
|
2016-2017
|
|
2017-2018
|
Price per MW-day
|
|
$72.00
|
|
$1.50
|
|
|
2016-2017
|
|
2017-2018
|
|
2018-2019
|
|
2019-2020
|
|
2020-2021
|
MISO Segment:
|
|
|
|
|
|
|
|
|
|
|
Bilateral capacity sold in MISO (MW)
|
|
1,011
|
|
1,075
|
|
242
|
|
185
|
|
185
|
Legacy/Base auction capacity sold in PJM (MW)
|
|
—
|
|
208
|
|
—
|
|
—
|
|
—
|
Total MISO segment capacity sold (MW)
|
|
1,011
|
|
1,283
|
|
242
|
|
185
|
|
185
|
Average price per kW-month
|
|
$2.75
|
|
$2.97
|
|
$2.68
|
|
$2.60
|
|
$2.71
|
|
|
|
|
|
|
|
|
|
|
|
IPH Segment:
|
|
|
|
|
|
|
|
|
|
|
Bilateral capacity sold in MISO (MW)
|
|
2,246
|
|
2,350
|
|
1,877
|
|
881
|
|
669
|
Legacy/Base auction capacity sold in PJM (MW)
|
|
50
|
|
365
|
|
—
|
|
260
|
|
—
|
CP auction capacity sold in PJM (MW)
|
|
730
|
|
472
|
|
835
|
|
356
|
|
—
|
Total IPH segment capacity sold (MW)
|
|
3,026
|
|
3,187
|
|
2,712
|
|
1,497
|
|
669
|
Average price per kW-month
|
|
$4.26
|
|
$4.43
|
|
$4.93
|
|
$4.00
|
|
$5.21
|
|
|
2017
|
|
2018
|
|
2019 to 2021
|
Generation volumes hedged
|
|
58%
|
|
—%
|
|
—%
|
|
|
Remainder of 2017
|
|
2018
|
|
2019
|
Bilateral capacity sold (Avg. MW)
|
|
766
|
|
400
|
|
850
|
(amounts in millions)
|
|
Less than
1 Year |
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More than
5 Years |
|
Total
|
||||||||||
ELG expenditures (1)
|
|
$
|
1
|
|
|
$
|
58
|
|
|
$
|
164
|
|
|
$
|
29
|
|
|
$
|
252
|
|
(1)
|
Projections have not been adjusted to reflect the pending transactions with LS Power, AEP and AES. Please read
Note 3—Acquisitions and Divestitures
and
Note 10—Joint Ownership of Generating Facilities
for further discussion.
|
(amounts in millions)
|
|
As of and for the Three Months Ended March 31, 2017
|
||
Fair value of portfolio at December 31, 2016
|
|
$
|
6
|
|
Risk management gains recognized through the statement of operations in the period, net
|
|
38
|
|
|
Contracts realized or otherwise settled during the period
|
|
(18
|
)
|
|
Acquired derivatives
|
|
9
|
|
|
Change in collateral/margin netting
|
|
12
|
|
|
Fair value of portfolio at March 31, 2017
|
|
$
|
47
|
|
(amounts in millions)
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Market quotations (1)(2)
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
(12
|
)
|
|
$
|
(4
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Prices based on models (2)
|
|
(19
|
)
|
|
(18
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total (3)
|
|
$
|
(19
|
)
|
|
$
|
(1
|
)
|
|
$
|
(13
|
)
|
|
$
|
(4
|
)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
(3)
|
Excludes
$66 million
of broker margin that has been netted against Risk management liabilities in our unaudited consolidated balance sheet. Please read
Note 5—Risk Management Activities, Derivatives and Financial Instruments
for further discussion.
|
•
|
beliefs and assumptions about weather and general economic conditions;
|
•
|
beliefs, assumptions, and projections regarding the demand for power, generation volumes, and commodity pricing, including natural gas prices and the timing of a recovery in 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 operate our assets efficiently 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 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 maturities and improving Dynegy’s leverage profile;
|
•
|
expectations, timing and benefits of the AES and AEP transactions;
|
•
|
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 expected retirements;
|
•
|
beliefs about the costs and scope of the ongoing demolition and site remediation efforts; and
|
•
|
expectations regarding the synergies and anticipated benefits of the ENGIE Acquisition.
|
(amounts in millions)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
One day VaR—95 percent confidence level
|
|
$
|
15
|
|
|
$
|
38
|
|
One day VaR—99 percent confidence level
|
|
$
|
21
|
|
|
$
|
53
|
|
Average VaR—95 percent confidence level for the rolling twelve months ended
|
|
$
|
18
|
|
|
$
|
14
|
|
(amounts in millions)
|
|
Investment
Grade Quality
|
||
Type of Business:
|
|
|
|
|
Financial institutions
|
|
$
|
79
|
|
Utility and power generators
|
|
20
|
|
|
Commercial/industrial/end users
|
|
3
|
|
|
Total
|
|
$
|
102
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Interest rate swaps (in millions of U.S. dollars)
|
|
$
|
767
|
|
|
$
|
769
|
|
Fixed interest rate paid (percent)
|
|
3.03
|
%
|
|
3.19
|
%
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
*2.1
|
|
|
Membership Interest Purchase Agreement, dated as of February 23, 2017, by and between Dynegy Inc. and Spruce Generation, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-k of Dynegy Inc. filed on February 28, 2017 File No. 001-33443).
|
*2.2
|
|
|
Asset Purchase Agreement, dated as of February 23, 2017, by and between AEP Generation Resources Inc. and Dynegy Zimmer, LLC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-k of Dynegy Inc. filed on February 28, 2017 File No. 001-33443).
|
*2.3
|
|
|
Asset Purchase Agreement, dated February 23, 2017, by and between Dynegy Conesville, LLC and AEP Generation Resources Inc. (incorporated by reference to Exhibit 2.3 to the Current Report on Form 8-k of Dynegy Inc. filed on February 28, 2017 File No. 001-33443).
|
*2.4
|
|
|
Asset Purchase Agreement dated April 21, 2017, by and among Dynegy Zimmer, LLC, Dynegy Miami Fort, LLC, AES Ohio Generation, LLC and The Dayton Power and Light Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-k of Dynegy Inc. filed on April 24, 2017 File No. 001-33443).
|
3.1
|
|
|
Dynegy Inc. Seventh Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-k of Dynegy Inc. filed on March 3, 2017 File No. 001-33443).
|
**10.1
|
|
|
Form of Performance Award Agreement (CEO) (2017 Awards).
|
**10.2
|
|
|
Form of Performance Award Agreement (EVP) (2017 Awards).
|
**10.3
|
|
|
Form of Stock Unit Award Agreement (CEO) (2017 Awards).
|
**10.4
|
|
|
Form of Stock Unit Award Agreement (Executive Management) (2017 Awards).
|
**10.5
|
|
|
Form of Non-Qualified Stock Option Award Agreement (CEO) (2017 Awards).
|
**10.6
|
|
|
Form of Non-Qualified Stock Option Award Agreement (2017 Awards).
|
**10.7
|
|
|
Amendment and Waiver Agreement, dated February 2, 2017, to the Letter of Credit and Reimbursement Agreement by and between Illinois Power Marketing Company and MUFG Union Bank, N.A.
|
**10.8
|
|
|
Amendment Agreement, dated March 8, 2017, to the Letter of Credit and Reimbursement Agreement by and between Illinois Power Marketing Company and MUFG Union Bank, N.A.
|
**10.9
|
|
|
Second Amendment Agreement, dated April 21, 2017, to the Letter of Credit and Reimbursement Agreement by and between Illinois Power Marketing Company and MUFG Union Bank, N.A.
|
**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.
|
**95.1
|
|
|
Mine Safety Violations and Other Legal Matter Disclosures pursuant to section 1503 of the Dodd-Frank Act.
|
**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
|
**
|
Filed herewith.
|
*
|
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Dynegy will furnish the omitted schedules and exhibits to the Securities and Exchange Commission upon request by the Commission.
|
†
|
Pursuant to Securities and Exchange Commission Release No. 33-8238, this certification will be treated as “accompanying” this report and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act,
|
|
|
|
DYNEGY INC.
|
|
|
|
|
Date:
|
May 5, 2017
|
By:
|
/s/ CLINT C. FREELAND
|
|
|
|
Clint C. Freeland
Executive Vice President and Chief Financial Officer
|
1)
|
The Plan
. Employee acknowledges receipt of a copy of the Plan, and agrees that this Performance Award shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof, and to all of the terms and conditions of this Agreement.
|
2)
|
The Grant
. The Compensation and Human Resources Committee of the Board of Directors (the “
Committee
”) granted to Employee on March 1, 2017 (“
Effective Date
”), a Performance Award of a designated number of performance units, each of which has a designated value equivalent to Dynegy’s Stock Price as of the Effective Date. No portion of the Performance Units will be earned if the Company’s performance is below the Minimum level of performance. The performance criteria are designated in
Section 3
and on
Exhibit 1
to this Agreement.
|
3)
|
Performance Period and Performance Goals
. Subject to the provisions of Sections 5 and 6 of this Agreement, the performance period for purposes of determining whether the Performance Award will be paid shall be January 1, 2017 through December 31, 2019 (the “
Performance Period
”). The Performance Criteria for purposes of determining whether, and the extent to which, the Performance Award will be paid are set forth in
Exhibit 1
to this Agreement, which Exhibit is made a part of this Agreement.
|
4)
|
Payment
. Subject to the provisions of
Sections 5
and
6
of this Agreement, following the end of the Performance Period, Employee shall be entitled to receive the payment of an amount not exceeding the maximum value of the Performance Award, based on the achievement of the Performance Criteria set forth in
Exhibit 1
for such Performance Period, as determined and certified in writing by the Committee. Payment of the Performance Award may be made in a lump sum in Dynegy Common Stock and shall be made no earlier than January 22, 2020 and not later than March 15, 2020 or such other time as complies with Code Section 409A.
|
5)
|
Termination
. The Performance Award shall terminate if Employee does not remain continuously in the employ of the Company or does not continue to perform services as a Consultant or Director for the Company at all times during the Performance Period, except that:
|
a)
|
if the Employee is determined to be disabled (as defined in the Company’s long term disability program or plan in which the Employee is a participant or, if the Employee does not participate in any such plan, as defined in the Dynegy Inc. Long Term Disability Plan, as amended, or the successor plan thereto) or in the event of the death of the Employee, all Performance Units shall become vested at Target level of performance. In such case, Employee or Employee’s legal representative, or the person, if any, who acquired the Performance Award by bequest or inheritance or by reason of the death of Employee, shall be entitled to receive any payment with respect to the Performance Award in accordance with this Agreement, or
|
b)
|
if the Employee’s employment with the Company terminates by reason of Involuntary Termination, then the Performance Units shall not be forfeited upon termination of employment and instead shall become vested upon completion of the performance period based solely upon the actual level of performance of the Company, or
|
c)
|
if the Employee’s employment with the Company terminates by reason of retirement following the date on which such Employee has (I) reached sixty (60) years of age and (II) completed at least ten (10) years of service as an employee of the Company, then the Performance Units shall become vested upon completion of the performance period based upon actual level of performance; or
|
d)
|
if the Employee’s employment with the Company terminates on April 30, 2018, then the Performance Units shall not be forfeited upon termination of employment and instead shall become vested upon completion of the performance period based solely upon the actual level of performance of the Company.
|
6)
|
Corporate Change
. If a Corporate Change occurs during the Performance Period, provided the ending share would entitle Employee to receive a Performance Award based upon the performance goals set forth in
Exhibit 1
to this Agreement Employee shall receive a payment with respect to the Performance Award, which shall be determined by using either, as applicable (a) the agreed price per share received by the shareholders of Dynegy as a result of the Corporate Change, or if there is no agreed price per Share, then (b) the average closing Dynegy Inc. share price for the twenty (20) consecutive trading days immediately preceding the effective date of the Corporate Change, as the ending Share price for the Performance Period. Such payment, if any, shall be made regardless of whether Employee’s employment with the Company is terminated (other than for Cause) on or after the effective date of such Corporate Change, and shall be made in stock or cash to Employee as soon as administratively feasible but no later than the later of December 31 of the calendar year in which the Corporate Change occurs or the 15
th
day of the third month following the effective date of the Corporate Change. The Performance Period shall end as of the effective date of a Corporate Change, and any Performance Award payments hereunder shall only be made in accordance with this Section. Notwithstanding anything contained herein to the contrary, any Corporate Change within the first twelve (12) months of the Performance Period would entitle Employee to receive a Performance Award at Target level of performance.
|
7)
|
Status of Stock
. Employee agrees that any Shares distributed pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Employee also agrees that (a) the certificates representing the Shares may bear such legend or legends as the Committee in its sole discretion deems appropriate in order to assure compliance with applicable securities laws and (b) the Company may refuse to register the transfer of the Shares on the stock transfer records of the Company, and may give related instructions to its transfer agent, if any, to stop registration of such transfer, if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law.
|
8)
|
Employment Relationship
. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of the Company or an Affiliate (as such term is defined in the Plan). Nothing in the adoption of the Plan or the grant of the Performance Award thereunder pursuant to this Agreement shall confer upon Employee the right to continued employment by the Company or affect in any way the right of the Company to terminate such employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, Employee’s employment by the Company shall be on an at-will basis, and the employment relationship may be terminated at any time by either Employee or the Company for any reason whatsoever, with or without cause. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee in its sole discretion, and its determination shall be final and binding on all parties.
|
9)
|
Withholding of Tax
. To the extent that payment of the Performance Award results in compensation income to Employee for federal or state income tax purposes, the Company is authorized to withhold from any cash or Stock distributable to the Employee under this Agreement) then or thereafter payable to Employee any tax required to be withheld by reason of such resulting compensation income.
|
10)
|
Code Section 409A
. If it is subsequently determined by the Committee, in its sole discretion, that the terms and conditions of this Agreement and/or the Plan are not compliant with Code Section 409A, or any Treasury regulations or Internal Revenue Service guidance promulgated thereunder, this Agreement and/or the Plan may be amended accordingly.
|
11)
|
Miscellaneous
.
|
a)
|
This grant is subject to all the terms, conditions, limitations and restrictions contained in the Plan. In the event of any conflict or inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall be controlling. In the event of any conflict or inconsistency between the terms hereof and the terms of the Dynegy Inc. Severance Plan, including any amendments or supplements thereto, the terms hereof shall be controlling.
|
b)
|
Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of Employee, such notices or communications shall be effectively delivered when hand delivered to Employee at his or her principal place of employment or when sent by registered or certified mail to Employee at the last address Employee has filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered when sent by registered or certified mail to the Company at its principal executive offices.
|
Performance Level
|
FCF Amount
|
% of Target PSUs Earned
3
|
Maximum
|
|
200%
|
Target
|
|
100%
|
Threshold
|
|
50%
|
<Threshold
|
|
0%
|
1)
|
The Plan
. Employee acknowledges receipt of a copy of the Plan, and agrees that this Performance Award shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof, and to all of the terms and conditions of this Agreement.
|
2)
|
The Grant
. The Compensation and Human Resources Committee of the Board of Directors (the “
Committee
”) granted to Employee on March 1, 2017 (“
Effective Date
”), a Performance Award of a designated number of performance units, each of which has a designated value equivalent to Dynegy’s Stock Price as of the Effective Date. No portion of the Performance Units will be earned if the Company’s performance is below the Minimum level of performance. The performance criteria are designated in
Section 3
and on
Exhibit 1
to this Agreement.
|
3)
|
Performance Period and Performance Goals
. Subject to the provisions of Sections 5 and 6 of this Agreement, the performance period for purposes of determining whether the Performance Award will be paid shall be January 1, 2017 through December 31, 2019 (the “
Performance Period
”). The Performance Criteria for purposes of determining whether, and the extent to which, the Performance Award will be paid are set forth in
Exhibit 1
to this Agreement, which Exhibit is made a part of this Agreement.
|
4)
|
Payment
. Subject to the provisions of
Sections 5
and
6
of this Agreement, following the end of the Performance Period, Employee shall be entitled to receive the payment of an amount not exceeding the maximum value of the Performance Award, based on the achievement of the Performance Criteria set forth in
Exhibit 1
for such Performance Period, as determined and certified in writing by the Committee. Payment of the Performance Award may be made in a lump sum in Dynegy Common Stock and shall be made no earlier than January 22, 2020 and not later than March 15, 2020 or such other time as complies with Code Section 409A.
|
5)
|
Termination
. The Performance Award shall terminate if Employee does not remain continuously in the employ of the Company or does not continue to perform services as a Consultant or Director for the Company at all times during the Performance Period, except that:
|
a)
|
if the Employee is determined to be disabled (as defined in the Company’s long term disability program or plan in which the Employee is a participant or, if the Employee does not participate in any such plan, as defined in the Dynegy Inc. Long Term Disability Plan, as amended, or the successor plan thereto) or in the event of the death of the Employee, all Performance Units shall become vested at Target level of performance. In such case, Employee or Employee’s legal representative, or the person, if any, who acquired the Performance Award by bequest or inheritance or by reason of the death of Employee, shall be entitled to receive any payment with respect to the Performance Award in accordance with this Agreement, or
|
b)
|
if the Employee’s employment with the Company terminates by reason of Involuntary Termination, then the Performance Units shall not be forfeited upon termination of employment and instead shall become vested upon completion of the performance period based solely upon the actual level of performance of the Company, or
|
c)
|
if the Employee’s employment with the Company terminates by reason of retirement following the date on which such Employee has (I) reached sixty (60) years of age and (II) completed at least ten (10) years of service as an employee of the Company, then the Performance Unites shall become vested upon completion of the performance period based upon actual level of performance.
|
6)
|
Corporate Change
. If a Corporate Change occurs during the Performance Period, provided the ending share would entitle Employee to receive a Performance Award based upon the performance goals set forth in
Exhibit 1
to this Agreement Employee shall receive a payment with respect to the Performance Award, which shall be determined by using either, as applicable (a)
|
7)
|
Status of Stock
. Employee agrees that any Shares distributed pursuant to this Agreement will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable federal or state securities laws. Employee also agrees that (a) the certificates representing the Shares may bear such legend or legends as the Committee in its sole discretion deems appropriate in order to assure compliance with applicable securities laws and (b) the Company may refuse to register the transfer of the Shares on the stock transfer records of the Company, and may give related instructions to its transfer agent, if any, to stop registration of such transfer, if such proposed transfer would in the opinion of counsel satisfactory to the Company constitute a violation of any applicable securities law.
|
8)
|
Employment Relationship
. For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of the Company or an Affiliate (as such term is defined in the Plan). Nothing in the adoption of the Plan or the grant of the Performance Award thereunder pursuant to this Agreement shall confer upon Employee the right to continued employment by the Company or affect in any way the right of the Company to terminate such employment at any time. Unless otherwise provided in a written employment agreement or by applicable law, Employee’s employment by the Company shall be on an at-will basis, and the employment relationship may be terminated at any time by either Employee or the Company for any reason whatsoever, with or without cause. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee in its sole discretion, and its determination shall be final and binding on all parties.
|
9)
|
Withholding of Tax
. To the extent that payment of the Performance Award results in compensation income to Employee for federal or state income tax purposes, the Company is authorized to withhold from any cash or Stock distributable to the Employee under this Agreement) then or thereafter payable to Employee any tax required to be withheld by reason of such resulting compensation income.
|
10)
|
Code Section 409A
. If it is subsequently determined by the Committee, in its sole discretion, that the terms and conditions of this Agreement and/or the Plan are not compliant with Code Section 409A, or any Treasury regulations or Internal Revenue Service guidance promulgated thereunder, this Agreement and/or the Plan may be amended accordingly.
|
11)
|
Miscellaneous
.
|
a)
|
This grant is subject to all the terms, conditions, limitations and restrictions contained in the Plan. In the event of any conflict or inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall be controlling. In the event of any conflict or inconsistency between the terms hereof and the terms of the Dynegy Inc. Severance Plan, including any amendments or supplements thereto, the terms hereof shall be controlling.
|
b)
|
Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of Employee, such notices or communications shall be effectively delivered when hand delivered to Employee at his or her principal place of employment or when sent by registered or certified mail to Employee at the last address Employee has filed with the Company. In the case of the Company, such notices or communications shall be effectively delivered when sent by registered or certified mail to the Company at its principal executive offices.
|
1.
|
Performance Period
: January 1, 2017 through December 31, 2019.
|
2.
|
Performance Criteria
:
|
(a)
|
Total Shareholder Return
– For one-half (50%) of the Award, the performance criteria shall be calculated utilizing a volume-weighted average price (VWAP) by comparing the cumulative total stockholder return (“
TSR
”) for Dynegy’s common stock relative to the TSR for the Designated Peer Group and assuming that any dividends paid by Dynegy or the Designated Peer Group are reinvested on a daily basis. For this purpose, TSR is calculated based on (a) the average stock price for a share of common stock during the 10 trading days both before and after January 1, 2017 and (b) the average stock price for a share of common stock during the 10 trading days both before and after December 31, 2019.
|
(b)
|
Free Cash Flow
– For one-half (50%) of the Award, the performance criteria shall be based on Dynegy’s Free Cash Flow (“FCF”) over the Performance Period. FCF is defined as cash flow from operations less non-discretionary maintenance and environmental capital expenditures, the cash impact of acquisition-related fees and financing costs plus the return of restricted cash. FCF also includes receipts or payments related to interest rate swaps and excludes the impact of changes in collateral and working capital. FCF will exclude capital costs related to compliance with environmental requirements.
|
1.
|
Designated Peer Group
: Any member of the Designated Peer Group (see
Exhibit 2
) that undergoes a “change of control event”, or significant change in business direction, prior to the end of the Performance Period may be removed from the Designated Peer Group at the discretion of the Human Resources and Compensation Committee. A “change of control event” shall mean: (i) when a company completes the sale of assets having a gross sales price which exceeds 50% of the consolidated total capitalization of the company (consolidated total stockholders’ equity plus consolidated total long-term debt as determined in accordance with generally accepted accounting principles) as at the end of the last full fiscal quarter prior to the date such determination is made; or (ii) any corporation, person or group within the meaning of Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “
Act
”), becomes the beneficial owner (within the meaning of Rule 13d-3 under the Act) of voting securities of the company representing more than 30% of the total votes eligible to be cast at any election of directors of the company.
|
2.
|
Award Level for TSR
: The Award Level for TSR shall be determined based on the percentile rank of Relative TSR. For this purpose, the following shall apply:
|
Performance Level
|
FCF Amount
|
% of Target PSUs Earned
3
|
Maximum
|
|
200%
|
Target
|
|
100%
|
Threshold
|
|
50%
|
<Threshold
|
|
0%
|
By
: /s/ Siddharth Manjeshwar
|
Name: Siddharth Manjeshwar Title: Vice President and Treasurer |
By
: /s/ Robert MacFarlane
|
Name: Robert MacFarlane Title: Director |
By
:_/s/ Siddharth Manjeshwar
|
Name: Siddharth Manjeshwar Title: Vice President and Treasurer |
By
:_/s/ Chi-Cheng Chen
|
Name: Chi-Cheng Chen Title: Director |
By
: /s/ Siddharth Manjeshwar
|
Name: Siddharth Manjeshwar Title: VP & Treasurer |
By:
/s/ Chi-Cheng Chen
|
Name: Chi-Cheng Chen Title: Director |
1.
|
I have reviewed this report on Form 10-Q of Dynegy Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 5, 2017
|
By:
|
/s/ R
OBERT
C
.
F
LEXON
|
|
|
|
Robert C. Flexon
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q of Dynegy Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 5, 2017
|
By:
|
/s/ C
LINT
C. F
REELAND
|
|
|
|
Clint C. Freeland
Executive Vice President and Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
|
Date:
|
May 5, 2017
|
By:
|
/s/ ROBERT C. FLEXON
|
|
|
|
Robert C. Flexon
President and Chief Executive Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
|
Date:
|
May 5, 2017
|
By:
|
/s/ C
LINT
C. F
REELAND
|
|
|
|
Clint C. Freeland
Executive Vice President and Chief Financial Officer
|
Mine or Operating Name/MSHA Identification Number
|
|
Section 104 S&S Citations (#)
|
|
Section 104(b) Orders (#)
|
|
Section 104(d) Citations and Orders (#)
|
|
Section 110(b)(2) Violations (#)
|
|
Section 107(a) Orders (#)
|
|
Total Dollar Value of MHSA Assessments Proposed ($)
|
|||||||
Honeybrook Refuse Operation/36-08595
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
NEPCO CO - Generation Facility/36-08064
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Mine or Operating Name/MSHA Identification Number
|
|
Total Number of Mining Related Fatalities (#)
|
|
Received Notice of Pattern of Violations Under Section 104(e) (yes/no)
|
|
Received Notice of Potential to Have Pattern Under Section 104(e) (yes/no)
|
|
Legal Actions Pending as of Last day of Period (#)
|
|
Legal Actions Initiated During Period (#)
|
|
Legal Actions Resolved During Period (#)
|
||||
Honeybrook Refuse Operation/36-08595
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|
NEPCO CO - Generation Facility/36-08064
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
—
|
|