Condensed Consolidating Financial Information | Note 17—Condensed Consolidating Financial Information Dynegy’s senior notes are guaranteed by certain, but not all, of our wholly owned subsidiaries. The following condensed consolidating financial statements present the financial information of (i) Dynegy (“Parent”), which is the parent and issuer of the senior notes, on a stand-alone, unconsolidated basis, (ii) the guarantor subsidiaries of Dynegy, (iii) the non-guarantor subsidiaries of Dynegy, and (iv) the eliminations necessary to arrive at the information for Dynegy on a consolidated basis. The 100 percent owned subsidiary guarantors, jointly, severally, fully, and unconditionally, guarantee the payment obligations under the senior notes. Please read Note 12—Debt for further discussion. These statements should be read in conjunction with the unaudited consolidated financial statements and notes thereto of Dynegy. The supplemental condensed consolidating financial information has been prepared pursuant to the rules and regulations for condensed financial information and does not include all disclosures included in annual financial statements. The inclusion of Dynegy’s subsidiaries as either guarantor subsidiaries or non-guarantor subsidiaries in the condensed consolidating financial information is determined as of the most recent balance sheet date presented. On February 2, 2017, upon Genco’s emergence from bankruptcy, IPH (excluding Electric Energy, Inc.) became a guarantor to the senior notes. Accordingly, condensed consolidating financial information previously reported has been retroactively adjusted to reflect the status of Dynegy’s subsidiaries as either guarantor subsidiaries or non-guarantor subsidiaries as of June 30, 2017 . For purposes of the unaudited condensed consolidating financial statements, a portion of our intercompany receivable, which we do not consider to be likely of settlement, has been classified as equity as of June 30, 2017 and December 31, 2016 . Condensed Consolidating Balance Sheet as of June 30, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Current Assets Cash and cash equivalents $ 252 $ 193 $ 2 $ — $ 447 Accounts receivable, net 145 3,111 12 (2,827 ) 441 Inventory — 427 50 — 477 Other current assets 9 301 3 (88 ) 225 Total Current Assets 406 4,032 67 (2,915 ) 1,590 Property, plant and equipment, net — 9,168 317 — 9,485 Investment in affiliates 16,393 — 4 (16,397 ) — Investment in unconsolidated affiliates — 150 — — 150 Goodwill — 799 — — 799 Assets held-for-sale — 463 — — 463 Other long-term assets 16 219 37 — 272 Intercompany note receivable 66 — — (66 ) — Total Assets $ 16,881 $ 14,831 $ 425 $ (19,378 ) $ 12,759 Current Liabilities Accounts payable $ 2,459 $ 501 $ 237 $ (2,827 ) $ 370 Other current liabilities 191 329 101 (88 ) 533 Total Current Liabilities 2,650 830 338 (2,915 ) 903 Debt, long-term portion, net 8,926 253 32 — 9,211 Intercompany note payable 3,042 66 — (3,108 ) — Other long-term liabilities 140 337 49 — 526 Total Liabilities 14,758 1,486 419 (6,023 ) 10,640 Stockholders’ Equity Dynegy Stockholders’ Equity 2,123 16,391 6 (16,397 ) 2,123 Intercompany note receivable — (3,042 ) — 3,042 — Total Dynegy Stockholders’ Equity 2,123 13,349 6 (13,355 ) 2,123 Noncontrolling interest — (4 ) — — (4 ) Total Equity 2,123 13,345 6 (13,355 ) 2,119 Total Liabilities and Equity $ 16,881 $ 14,831 $ 425 $ (19,378 ) $ 12,759 Condensed Consolidating Balance Sheet as of December 31, 2016 (amounts in millions) 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 Condensed Consolidating Statements of Operations for the Three Months Ended June 30, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 1,097 $ 97 $ (30 ) $ 1,164 Cost of sales, excluding depreciation expense — (653 ) (58 ) 30 (681 ) Gross margin — 444 39 — 483 Operating and maintenance expense — (250 ) (32 ) — (282 ) Depreciation expense — (198 ) (11 ) — (209 ) Impairments — (99 ) — — (99 ) Gain (loss) on sale of assets, net — (30 ) 1 — (29 ) General and administrative expense (2 ) (38 ) (2 ) — (42 ) Acquisition and integration costs (7 ) — — — (7 ) Other — 1 2 — 3 Operating loss (9 ) (170 ) (3 ) — (182 ) Bankruptcy reorganization items 15 (16 ) — — (1 ) Earnings from unconsolidated investments — 1 — — 1 Equity in losses from investments in affiliates (154 ) — — 154 — Interest expense (154 ) (6 ) (3 ) 4 (159 ) Other income and expense, net 6 27 — (4 ) 29 Loss before income taxes (296 ) (164 ) (6 ) 154 (312 ) Income tax benefit — 16 — — 16 Net loss attributable to Dynegy Inc. $ (296 ) $ (148 ) $ (6 ) $ 154 $ (296 ) Condensed Consolidating Statements of Operations for the Six Months Ended June 30, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 2,236 $ 258 $ (83 ) $ 2,411 Cost of sales, excluding depreciation expense — (1,348 ) (173 ) 83 (1,438 ) Gross margin — 888 85 — 973 Operating and maintenance expense — (451 ) (63 ) — (514 ) Depreciation expense — (374 ) (35 ) — (409 ) Impairments — (119 ) — — (119 ) Gain (loss) on sale of assets, net — (30 ) 1 — (29 ) General and administrative expense (8 ) (71 ) (3 ) — (82 ) Acquisition and integration costs (51 ) (1 ) — — (52 ) Other — 1 — — 1 Operating loss (59 ) (157 ) (15 ) — (231 ) Bankruptcy reorganization items — 482 — — 482 Equity in earnings from investments in affiliates 652 — — (652 ) — Interest expense (315 ) (12 ) (6 ) 7 (326 ) Other income and expense, net 23 30 — (7 ) 46 Income (loss) before income taxes 301 343 (21 ) (652 ) (29 ) Income tax benefit — 329 — — 329 Net income (loss) 301 672 (21 ) (652 ) 300 Less: Net loss attributable to noncontrolling interest — (1 ) — — (1 ) Net income (loss) attributable to Dynegy Inc. $ 301 $ 673 $ (21 ) $ (652 ) $ 301 Condensed Consolidating Statements of Operations for the Three Months Ended June 30, 2016 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 855 $ 88 $ (39 ) $ 904 Cost of sales, excluding depreciation expense — (489 ) (43 ) 39 (493 ) Gross margin — 366 45 — 411 Operating and maintenance expense — (216 ) (40 ) — (256 ) Depreciation expense — (140 ) (20 ) — (160 ) Impairments — (645 ) — — (645 ) General and administrative expense (1 ) (37 ) (1 ) — (39 ) Acquisition and integration costs — 3 — — 3 Other — (8 ) (8 ) — (16 ) Operating loss (1 ) (677 ) (24 ) — (702 ) Earnings from unconsolidated investments — 1 — — 1 Equity in losses from investments in affiliates (675 ) — — 675 — Interest expense (120 ) (20 ) (4 ) 3 (141 ) Other income and expense, net 2 29 2 (3 ) 30 Loss before income taxes (794 ) (667 ) (26 ) 675 (812 ) Income tax benefit (expense) (7 ) 16 — — 9 Net loss (801 ) (651 ) (26 ) 675 (803 ) Less: Net loss attributable to noncontrolling interest — (2 ) — — (2 ) Net loss attributable to Dynegy Inc. $ (801 ) $ (649 ) $ (26 ) $ 675 $ (801 ) Condensed Consolidating Statements of Operations for the Six Months Ended June 30, 2016 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 1,839 $ 227 $ (39 ) $ 2,027 Cost of sales, excluding depreciation expense — (961 ) (116 ) 39 (1,038 ) Gross margin — 878 111 — 989 Operating and maintenance expense — (406 ) (71 ) — (477 ) Depreciation expense — (290 ) (41 ) — (331 ) Impairments — (645 ) — — (645 ) General and administrative expense (3 ) (70 ) (3 ) — (76 ) Acquisition and integration costs (3 ) 2 — — (1 ) Other — (8 ) (8 ) — (16 ) Operating loss (6 ) (539 ) (12 ) — (557 ) Earnings from unconsolidated investments — 3 — — 3 Equity in losses from investments in affiliates (557 ) — — 557 — Interest expense (244 ) (38 ) (4 ) 3 (283 ) Other income and expense, net 3 31 — (3 ) 31 Loss before income taxes (804 ) (543 ) (16 ) 557 (806 ) Income tax expense (7 ) — — — (7 ) Net loss (811 ) (543 ) (16 ) 557 (813 ) Less: Net loss attributable to noncontrolling interest — (2 ) — — (2 ) Net loss attributable to Dynegy Inc. $ (811 ) $ (541 ) $ (16 ) $ 557 $ (811 ) Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three Months Ended June 30, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net loss $ (296 ) $ (148 ) $ (6 ) $ 154 $ (296 ) Other comprehensive income before reclassifications: Actuarial gain and plan amendments, net of tax of $4 (4 ) — — — (4 ) Amounts reclassified from accumulated other comprehensive income: Amortization of unrecognized prior service credit, net of tax of zero (1 ) — (1 ) — (2 ) Other comprehensive loss from investment in affiliates (1 ) — — 1 — Other comprehensive loss, net of tax (6 ) — (1 ) 1 (6 ) Comprehensive loss (302 ) (148 ) (7 ) 155 (302 ) Less: Comprehensive loss attributable to noncontrolling interest — — — — — Total comprehensive loss attributable to Dynegy Inc. $ (302 ) $ (148 ) $ (7 ) $ 155 $ (302 ) Condensed Consolidating Statements of Comprehensive Income (Loss) for the Six Months Ended June 30, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 301 $ 672 $ (21 ) $ (652 ) $ 300 Other comprehensive income before reclassifications: Actuarial gain and plan amendments, net of tax of $4 11 — — — 11 Amounts reclassified from accumulated other comprehensive income: Amortization of unrecognized prior service credit, net of tax of zero (3 ) — (1 ) — (4 ) Other comprehensive loss from investment in affiliates (1 ) — — 1 — Other comprehensive income (loss), net of tax 7 — (1 ) 1 7 Comprehensive income (loss) 308 672 (22 ) (651 ) 307 Less: Comprehensive loss attributable to noncontrolling interest — (1 ) — — (1 ) Total comprehensive income (loss) attributable to Dynegy Inc. $ 308 $ 673 $ (22 ) $ (651 ) $ 308 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three Months Ended June 30, 2016 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net loss $ (801 ) $ (651 ) $ (26 ) $ 675 $ (803 ) Amounts reclassified from accumulated other comprehensive income: Amortization of unrecognized prior service credit and actuarial gain, net of tax of zero (1 ) — — — (1 ) Other comprehensive loss, net of tax (1 ) — — — (1 ) Comprehensive loss (802 ) (651 ) (26 ) 675 (804 ) Less: Comprehensive loss attributable to noncontrolling interest — (2 ) — — (2 ) Total comprehensive loss attributable to Dynegy Inc. $ (802 ) $ (649 ) $ (26 ) $ 675 $ (802 ) Condensed Consolidating Statements of Comprehensive Income (Loss) for the Six Months Ended June 30, 2016 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net loss $ (811 ) $ (543 ) $ (16 ) $ 557 $ (813 ) Amounts reclassified from accumulated other comprehensive income: Amortization of unrecognized prior service credit and actuarial gain, net of tax of zero (2 ) — — — (2 ) Other comprehensive loss, net of tax (2 ) — — — (2 ) Comprehensive loss (813 ) (543 ) (16 ) 557 (815 ) Less: Comprehensive loss attributable to noncontrolling interest — (2 ) — — (2 ) Total comprehensive loss attributable to Dynegy Inc. $ (813 ) $ (541 ) $ (16 ) $ 557 $ (813 ) Condensed Consolidating Statements of Cash Flows for the Six Months Ended June 30, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ (322 ) $ 471 $ 81 $ — $ 230 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (81 ) (5 ) — (86 ) Acquisitions, net of cash acquired (3,259 ) (4 ) — — (3,263 ) Distributions from unconsolidated investments — 2 — — 2 Net intercompany transfers 414 — — (414 ) — Other investing — — 1 — 1 Net cash used in investing activities (2,845 ) (83 ) (4 ) (414 ) (3,346 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term borrowings, net of debt issuance costs 425 — — — 425 Repayments of borrowings (250 ) (30 ) (51 ) — (331 ) Proceeds from issuance of equity, net of issuance costs 150 — — — 150 Preferred stock dividends paid (11 ) — — — (11 ) Interest rate swap settlement payments (9 ) — — — (9 ) Acquisition of noncontrolling interest (375 ) — — — (375 ) Payments related to bankruptcy settlement (120 ) (3 ) — — (123 ) Net intercompany transfers — (364 ) (50 ) 414 — Intercompany borrowings, net of repayments 60 (60 ) — — — Other financing (1 ) — — — (1 ) Net cash used in financing activities (131 ) (457 ) (101 ) 414 (275 ) Net decrease in cash, cash equivalents and restricted cash (3,298 ) (69 ) (24 ) — (3,391 ) Cash, cash equivalents, and restricted cash beginning of period 3,550 262 26 — 3,838 Cash, cash equivalents, and restricted cash end of period $ 252 $ 193 $ 2 $ — $ 447 Condensed Consolidating Statements of Cash Flows for the Six Months Ended June 30, 2016 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ (162 ) $ 565 $ (28 ) $ — $ 375 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (240 ) (46 ) — (286 ) Distributions from unconsolidated investments — 8 — — 8 Net intercompany transfers 454 — — (454 ) — Other investing — 7 — — 7 Net cash provided by (used in) investing activities 454 (225 ) (46 ) (454 ) (271 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term borrowings, net of debt issuance costs 2,080 198 — — 2,278 Repayments of borrowings (4 ) (15 ) (1 ) — (20 ) Proceeds from issuance of equity, net of issuance costs 362 — — — 362 Preferred stock dividends paid (11 ) — — — (11 ) Interest rate swap settlement payments (9 ) — — — (9 ) Net intercompany transfers — (478 ) 24 454 — Other financing (2 ) — — — (2 ) Net cash provided by (used in) financing activities 2,416 (295 ) 23 454 2,598 Net increase (decrease) in cash, cash equivalents and restricted cash 2,708 45 (51 ) — 2,702 Cash, cash equivalents and restricted cash, beginning of period 327 133 84 — 544 Cash, cash equivalents and restricted cash, end of period $ 3,035 $ 178 $ 33 $ — $ 3,246 |