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 September 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 September 30, 2017 and December 31, 2016 . Condensed Consolidating Balance Sheet as of September 30, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Current Assets Cash and cash equivalents $ 354 $ 252 $ 7 $ — $ 613 Accounts receivable, net 157 3,990 12 (3,681 ) 478 Inventory — 388 41 — 429 Other current assets 8 265 2 (91 ) 184 Total Current Assets 519 4,895 62 (3,772 ) 1,704 Property, plant and equipment, net — 8,621 308 — 8,929 Investment in affiliates 16,462 — — (16,462 ) — Investment in unconsolidated affiliates — 154 — — 154 Goodwill — 772 — — 772 Assets held-for-sale — 181 — — 181 Other long-term assets 17 214 36 — 267 Intercompany note receivable 46 — — (46 ) — Total Assets $ 17,044 $ 14,837 $ 406 $ (20,280 ) $ 12,007 Current Liabilities Accounts payable $ 3,310 $ 426 $ 233 $ (3,681 ) $ 288 Other current liabilities 226 342 102 (91 ) 579 Total Current Liabilities 3,536 768 335 (3,772 ) 867 Debt, long-term portion, net 8,347 268 33 — 8,648 Intercompany note payable 3,042 46 — (3,088 ) — Other long-term liabilities 130 331 47 — 508 Total Liabilities 15,055 1,413 415 (6,860 ) 10,023 Stockholders’ Equity Dynegy Stockholders’ Equity 1,989 16,471 (9 ) (16,462 ) 1,989 Intercompany note receivable — (3,042 ) — 3,042 — Total Dynegy Stockholders’ Equity 1,989 13,429 (9 ) (13,420 ) 1,989 Noncontrolling interest — (5 ) — — (5 ) Total Equity 1,989 13,424 (9 ) (13,420 ) 1,984 Total Liabilities and Equity $ 17,044 $ 14,837 $ 406 $ (20,280 ) $ 12,007 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 September 30, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 1,380 $ 84 $ (27 ) $ 1,437 Cost of sales, excluding depreciation expense — (760 ) (54 ) 27 (787 ) Gross margin — 620 30 — 650 Operating and maintenance expense — (209 ) (27 ) — (236 ) Depreciation expense — (193 ) (9 ) — (202 ) Impairments — (29 ) — — (29 ) Loss on sale of assets, net — (78 ) — — (78 ) General and administrative expense 8 (50 ) (2 ) — (44 ) Acquisition and integration costs — (3 ) — — (3 ) Other — — — — — Operating income (loss) 8 58 (8 ) — 58 Bankruptcy reorganization items — 12 — — 12 Earnings from unconsolidated investments — 4 — — 4 Equity in losses from investments in affiliates 78 — — (78 ) — Interest expense (155 ) (6 ) (3 ) 3 (161 ) Loss on early extinguishment of debt (66 ) — — — (66 ) Other income and expense, net 3 19 — (3 ) 19 Income (loss) before income taxes (132 ) 87 (11 ) (78 ) (134 ) Income tax benefit — 1 — — 1 Net income (loss) (132 ) 88 (11 ) (78 ) (133 ) Less: Net loss attributable to noncontrolling interest — (1 ) — — (1 ) Net Income (loss) attributable to Dynegy Inc. $ (132 ) $ 89 $ (11 ) $ (78 ) $ (132 ) Condensed Consolidating Statements of Operations for the Nine Months Ended September 30, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,616 $ 342 $ (110 ) $ 3,848 Cost of sales, excluding depreciation expense — (2,108 ) (227 ) 110 (2,225 ) Gross margin — 1,508 115 — 1,623 Operating and maintenance expense — (660 ) (90 ) — (750 ) Depreciation expense — (567 ) (44 ) — (611 ) Impairments — (148 ) — — (148 ) Gain (loss) on sale of assets, net — (108 ) 1 — (107 ) General and administrative expense — (121 ) (5 ) — (126 ) Acquisition and integration costs (51 ) (4 ) — — (55 ) Other — 1 — — 1 Operating loss (51 ) (99 ) (23 ) — (173 ) Bankruptcy reorganization items — 494 — — 494 Earnings from unconsolidated investments — 4 — — 4 Equity in earnings from investments in affiliates 730 — — (730 ) — Interest expense (461 ) (18 ) (9 ) 10 (478 ) Loss on early extinguishment of debt (75 ) — — — (75 ) Other income and expense, net 26 49 — (10 ) 65 Income (loss) before income taxes 169 430 (32 ) (730 ) (163 ) Income tax benefit — 330 — — 330 Net income (loss) 169 760 (32 ) (730 ) 167 Less: Net loss attributable to noncontrolling interest — (2 ) — — (2 ) Net income (loss) attributable to Dynegy Inc. $ 169 $ 762 $ (32 ) $ (730 ) $ 169 Condensed Consolidating Statements of Operations for the Three Months Ended September 30, 2016 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 1,082 $ 128 $ (26 ) $ 1,184 Cost of sales, excluding depreciation expense — (609 ) (77 ) 26 (660 ) Gross margin — 473 51 — 524 Operating and maintenance expense — (189 ) (29 ) — (218 ) Depreciation expense — (146 ) (17 ) — (163 ) Impairments — (212 ) — — (212 ) General and administrative expense (2 ) (38 ) (1 ) — (41 ) Acquisition and integration costs (5 ) (2 ) — — (7 ) Other — (1 ) 1 — — Operating income (loss) (7 ) (115 ) 5 — (117 ) Earnings from unconsolidated investments — 4 — — 4 Equity in losses from investments in affiliates (136 ) — — 136 — Interest expense (138 ) (27 ) (2 ) 1 (166 ) Other income and expense, net 25 5 — (1 ) 29 Income (loss) before income taxes (256 ) (133 ) 3 136 (250 ) Income tax benefit (expense) 7 (6 ) — — 1 Net income (loss) attributable to Dynegy Inc. $ (249 ) $ (139 ) $ 3 $ 136 $ (249 ) Condensed Consolidating Statements of Operations for the Nine Months Ended September 30, 2016 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 2,921 $ 355 $ (65 ) $ 3,211 Cost of sales, excluding depreciation expense — (1,570 ) (193 ) 65 (1,698 ) Gross margin — 1,351 162 — 1,513 Operating and maintenance expense — (595 ) (100 ) — (695 ) Depreciation expense — (436 ) (58 ) — (494 ) Impairments — (857 ) — — (857 ) General and administrative expense (5 ) (108 ) (4 ) — (117 ) Acquisition and integration costs (8 ) — — — (8 ) Other — (9 ) (7 ) — (16 ) Operating loss (13 ) (654 ) (7 ) — (674 ) Earnings from unconsolidated investments — 7 — — 7 Equity in losses from investments in affiliates (693 ) — — 693 — Interest expense (382 ) (65 ) (6 ) 4 (449 ) Other income and expense, net 28 36 — (4 ) 60 Loss before income taxes (1,060 ) (676 ) (13 ) 693 (1,056 ) Income tax expense — (6 ) — — (6 ) Net loss (1,060 ) (682 ) (13 ) 693 (1,062 ) Less: Net loss attributable to noncontrolling interest — (2 ) — — (2 ) Net loss attributable to Dynegy Inc. $ (1,060 ) $ (680 ) $ (13 ) $ 693 $ (1,060 ) Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three Months Ended September 30, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ (132 ) $ 88 $ (11 ) $ (78 ) $ (133 ) Other comprehensive income before reclassifications: Actuarial gain and plan amendments, net of tax of zero — — — — — Amounts reclassified from accumulated other comprehensive income: Amortization of unrecognized prior service credit, net of tax of zero (2 ) — — — (2 ) Other comprehensive loss, net of tax (2 ) — — — (2 ) Comprehensive income (loss) (134 ) 88 (11 ) (78 ) (135 ) Less: Comprehensive loss attributable to noncontrolling interest — (1 ) — — (1 ) Total comprehensive income (loss) attributable to Dynegy Inc. $ (134 ) $ 89 $ (11 ) $ (78 ) $ (134 ) Condensed Consolidating Statements of Comprehensive Income (Loss) for the Nine Months Ended September 30, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 169 $ 760 $ (32 ) $ (730 ) $ 167 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 (5 ) — (1 ) — (6 ) Other comprehensive loss from investment in affiliates (1 ) — — 1 — Other comprehensive income (loss), net of tax 5 — (1 ) 1 5 Comprehensive income (loss) 174 760 (33 ) (729 ) 172 Less: Comprehensive loss attributable to noncontrolling interest — (2 ) — — (2 ) Total comprehensive income (loss) attributable to Dynegy Inc. $ 174 $ 762 $ (33 ) $ (729 ) $ 174 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Three Months Ended September 30, 2016 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ (249 ) $ (139 ) $ 3 $ 136 $ (249 ) Amounts reclassified from accumulated other comprehensive income: Amortization of unrecognized prior service credit and actuarial gain, net of tax of zero (1 ) (1 ) — — (2 ) Other comprehensive loss from investment in affiliates (1 ) — — 1 — Other comprehensive loss, net of tax (2 ) (1 ) — 1 (2 ) Comprehensive income (loss) (251 ) (140 ) 3 137 (251 ) Less: Comprehensive income attributable to noncontrolling interest — — — — — Total comprehensive income (loss) attributable to Dynegy Inc. $ (251 ) $ (140 ) $ 3 $ 137 $ (251 ) Condensed Consolidating Statements of Comprehensive Income (Loss) for the Nine Months Ended September 30, 2016 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net loss $ (1,060 ) $ (682 ) $ (13 ) $ 693 $ (1,062 ) Amounts reclassified from accumulated other comprehensive income: Amortization of unrecognized prior service credit and actuarial gain, net of tax of zero (3 ) (1 ) — — (4 ) Other comprehensive loss from investment in affiliates (1 ) — — 1 — Other comprehensive loss, net of tax (4 ) (1 ) — 1 (4 ) Comprehensive loss (1,064 ) (683 ) (13 ) 694 (1,066 ) Less: Comprehensive loss attributable to noncontrolling interest — (2 ) — — (2 ) Total comprehensive loss attributable to Dynegy Inc. $ (1,064 ) $ (681 ) $ (13 ) $ 694 $ (1,064 ) Condensed Consolidating Statements of Cash Flows for the Nine Months Ended September 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 $ (455 ) $ 877 $ 79 $ — $ 501 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (123 ) (6 ) — (129 ) Acquisitions, net of cash acquired (3,244 ) (5 ) — — (3,249 ) Distributions from unconsolidated investments — 7 — — 7 Net intercompany transfers 726 — — (726 ) — Proceeds received from asset sales, net 599 — 1 — 600 Net cash used in investing activities (1,919 ) (121 ) (5 ) (726 ) (2,771 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term borrowings, net of debt issuance costs 1,747 — — — 1,747 Repayments of borrowings (2,180 ) (30 ) (51 ) — (2,261 ) Proceeds from issuance of equity, net of issuance costs 150 — — — 150 Payments of debt extinguishment costs (50 ) — — — (50 ) Preferred stock dividends paid (16 ) — — — (16 ) Interest rate swap settlement payments (15 ) — — — (15 ) Acquisition of noncontrolling interest (375 ) — — — (375 ) Payments related to bankruptcy settlement (126 ) (7 ) — — (133 ) Net intercompany transfers — (684 ) (42 ) 726 — Intercompany borrowings, net of repayments 45 (45 ) — — — Other financing (2 ) — — — (2 ) Net cash used in financing activities (822 ) (766 ) (93 ) 726 (955 ) Net decrease in cash, cash equivalents and restricted cash (3,196 ) (10 ) (19 ) — (3,225 ) Cash, cash equivalents, and restricted cash beginning of period 3,550 262 26 — 3,838 Cash, cash equivalents, and restricted cash end of period $ 354 $ 252 $ 7 $ — $ 613 Condensed Consolidating Statements of Cash Flows for the Nine Months Ended September 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 $ (236 ) $ 977 $ (13 ) $ — $ 728 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (271 ) (66 ) — (337 ) Distributions from unconsolidated investments — 14 — — 14 Net intercompany transfers 801 — — (801 ) — Other investing — 10 — — 10 Net cash provided by (used in) investing activities 801 (247 ) (66 ) (801 ) (313 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term borrowings, net of debt issuance costs 2,079 198 — — 2,277 Repayments of borrowings (6 ) (15 ) — — (21 ) Proceeds from issuance of equity, net of issuance costs 359 — — — 359 Preferred stock dividends paid (16 ) — — — (16 ) Interest rate swap settlement payments (13 ) — — — (13 ) Net intercompany transfers — (837 ) 36 801 — Other financing (2 ) — — — (2 ) Net cash provided by (used in) financing activities 2,401 (654 ) 36 801 2,584 Net increase (decrease) in cash, cash equivalents and restricted cash 2,966 76 (43 ) — 2,999 Cash, cash equivalents and restricted cash, beginning of period 327 133 84 — 544 Cash, cash equivalents and restricted cash, end of period $ 3,293 $ 209 $ 41 $ — $ 3,543 |