Forward-Looking Statements/Additional Information/
Participants in Solicitation
2
Cautionary Statement Regarding Forward-Looking Statements
This presentation contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward looking
statements.” Discussion of risks and uncertainties that could cause actual results to differ materially from current projections, forecasts, estimates and expectations of
Dynegy is contained in Dynegy's filings with the Securities and Exchange Commission (the “SEC”). Specifically, Dynegy makes reference to, and incorporates herein by
reference, the section entitled “Risk Factors” in its most recent Form 10-K and subsequent reports on Form 10-Q, the section entitled “Cautionary Statement Regarding
Forward-Looking Statements” and the section entitled “Forward-Looking Statements” in its preliminary consent revocation statement filed with the SEC on November
26, 2010. In addition to the risks and uncertainties set forth in Dynegy's SEC filings, the forward-looking statements described in this presentation could be affected by,
among other things, (i) the timing and anticipated benefits to be achieved through Dynegy's company-wide cost savings program; (ii) beliefs and assumptions relating to
liquidity, available borrowing capacity and capital resources generally; (iii) expectations regarding environmental matters, including costs of compliance, availability and
adequacy of emission credits, and the impact of ongoing proceedings and potential regulations or changes to current regulations, including those relating to climate
change, air emissions, cooling water intake structures, coal combustion byproducts, and other laws and regulations to which Dynegy is, or could become, subject; (iv)
beliefs about generation volumes and commodity pricing, including natural gas prices and the impact of such prices from shale gas proliferation; (v) anticipated liquidity
in the regional power and fuel markets in which Dynegy transacts, including the extent to which such liquidity could be affected by poor economic and financial market
conditions or new regulations and any resulting impacts on financial institutions and other current and potential counterparties; (vi) sufficiency of, access to and costs
associated with coal, fuel oil and natural gas inventories and transportation thereof; (vii) beliefs and assumptions about market competition, generation capacity and
regional supply and demand characteristics of the wholesale power generation market, including the anticipation of higher market pricing over the longer term; (viii) the
possibility of further consideration in the power generation industry and the impact of any such activity on Dynegy; (ix) beliefs and assumptions regarding the ability to
enhance long-term value for stockholders; (x) the effectiveness of Dynegy's strategies to capture opportunities presented by changes in commodity prices and to manage
its exposure to energy price volatility; (xi) beliefs and assumptions about weather and general economic conditions; (x) beliefs regarding the U.S. economy, its trajectory
and its impacts, as well as Dynegy's stock price; (xii) projected operating or financial results, including anticipated cash flows from operations, revenues and profitability;
(xiii) expectations regarding Dynegy's revolver capacity, credit facility compliance, collateral demands, capital expenditures, interest expense and other payments; (xiv)
Dynegy's focus on safety and its ability to efficiently operate its assets so as to capture its revenue generating opportunities and operating margins; (xv) beliefs about the
outcome of legal, regulatory, administrative and legislative matters; (xvi) expectations and estimates regarding capital and maintenance expenditures, including the
Midwest Consent Decree and its associated costs and (xvii) uncertainties associated with the consent solicitation (the “Seneca Capital Solicitation”) engaged in by Seneca
Capital International Master Fund, L.P., Seneca Capital, L.P., Seneca Capital Investments, L.P., Seneca Capital Investments, LLC, Seneca Capital International GP, LLC,
Seneca Capital Advisors, LLC and Douglas A. Hirsch (“Seneca Capital”). Any or all of Dynegy's forward-looking statements may turn out to be wrong. They can be affected
by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond Dynegy's control.
Non-GAAP Financial Measures
This presentation contains non-GAAP financial measures including EBITDA, Adjusted EBITDA, Adjusted Cash Flow from Operations, Adjusted Free Cash Flow, Net Debt
and Net Debt and Other Obligations. Reconciliations of these measures to the most directly comparable GAAP measures to the extent available without unreasonable
effort are contained herein. To the extent required, statements disclosing the utility and purposes of these measures are set forth in Item 2.02 to our current report on
form 8-K filed with the SEC on March 8, 2011, which is available on our website free of charge, www.dynegy.com.