Condensed Consolidating Financial Information | Note 19—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 as of and for the years ended December 31, 2017, 2016 and 2015 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 13—Debt for further discussion. These statements should be read in conjunction with the 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. 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 December 31, 2017 . For purposes of the 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 December 31, 2017 and December 31, 2016 . Condensed Consolidating Balance Sheet for the Year Ended December 31, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Current Assets Cash and cash equivalents $ 233 $ 124 $ 8 $ — $ 365 Accounts receivable, net 126 4,269 14 (3,896 ) 513 Inventory — 415 30 — 445 Other current assets 8 288 2 (97 ) 201 Total Current Assets 367 5,096 54 (3,993 ) 1,524 Property, plant and equipment, net — 8,585 299 — 8,884 Investment in affiliates 16,132 — — (16,132 ) — Investment in unconsolidated affiliates — 123 — — 123 Goodwill — 772 — — 772 Other long-term assets 244 185 39 — 468 Intercompany note receivable 46 — — (46 ) — Total Assets $ 16,789 $ 14,761 $ 392 $ (20,171 ) $ 11,771 Current Liabilities Accounts payable $ 3,555 $ 471 $ 232 $ (3,891 ) $ 367 Other current liabilities 156 520 108 (102 ) 682 Total Current Liabilities 3,711 991 340 (3,993 ) 1,049 Debt, long-term portion, net 8,045 256 27 — 8,328 Intercompany note payable 3,042 46 — (3,088 ) — Other long-term liabilities 90 367 44 — 501 Total Liabilities 14,888 1,660 411 (7,081 ) 9,878 Stockholders’ Equity Dynegy Stockholders’ Equity 1,901 16,151 (19 ) (16,132 ) 1,901 Intercompany note receivable — (3,042 ) — 3,042 — Total Dynegy Stockholders’ Equity 1,901 13,109 (19 ) (13,090 ) 1,901 Noncontrolling interest — (8 ) — — (8 ) Total Equity 1,901 13,101 (19 ) (13,090 ) 1,893 Total Liabilities and Equity $ 16,789 $ 14,761 $ 392 $ (20,171 ) $ 11,771 Condensed Consolidating Balance Sheet for the Year Ended 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 Other long-term assets 2 109 35 — 146 Goodwill — 799 — — 799 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 Year Ended December 31, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 4,557 $ 422 $ (137 ) $ 4,842 Cost of sales, excluding depreciation expense — (2,790 ) (279 ) 137 (2,932 ) Gross margin — 1,767 143 — 1,910 Operating and maintenance expense — (881 ) (114 ) — (995 ) Depreciation expense — (757 ) (54 ) — (811 ) Impairments — (148 ) — — (148 ) Gain (loss) on sale of assets, net — (123 ) 1 — (122 ) General and administrative expense (28 ) (155 ) (6 ) — (189 ) Acquisition and integration costs (54 ) (3 ) — — (57 ) Operating loss (82 ) (300 ) (30 ) — (412 ) Bankruptcy reorganization items (18 ) 512 — — 494 Earnings from unconsolidated investments — 8 — — 8 Equity in losses from investments in affiliates 824 — — (824 ) — Interest expense (597 ) (20 ) (13 ) 14 (616 ) Loss on early extinguishment of debt (79 ) — — — (79 ) Other income and expense, net 28 53 — (14 ) 67 Income (loss) before income taxes 76 253 (43 ) (824 ) (538 ) Income tax benefit (Note 14) — 610 — — 610 Net income (loss) 76 863 (43 ) (824 ) 72 Less: Net loss attributable to noncontrolling interest — (4 ) — — (4 ) Net income (loss) attributable to Dynegy Inc. $ 76 $ 867 $ (43 ) $ (824 ) $ 76 Condensed Consolidating Statements of Operations for the Year Ended December 31, 2016 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,942 $ 468 $ (92 ) $ 4,318 Cost of sales, excluding depreciation expense — (2,112 ) (261 ) 92 (2,281 ) Gross margin — 1,830 207 — 2,037 Operating and maintenance expense — (796 ) (144 ) — (940 ) Depreciation expense — (612 ) (77 ) — (689 ) Impairments — (858 ) — — (858 ) Gain (loss) on sale of assets, net (2 ) 1 — — (1 ) General and administrative expense (7 ) (148 ) (6 ) — (161 ) Acquisition and integration costs (10 ) (1 ) — — (11 ) Other — (9 ) (8 ) — (17 ) Operating loss (19 ) (593 ) (28 ) — (640 ) Bankruptcy reorganization items — (96 ) — — (96 ) Earnings from unconsolidated investments — 7 — — 7 Equity in losses from investments in affiliates (715 ) — — 715 — Interest expense (538 ) (83 ) (9 ) 5 (625 ) Other income and expense, net 32 38 — (5 ) 65 Loss before income taxes (1,240 ) (727 ) (37 ) 715 (1,289 ) Income tax benefit (Note 14) — 45 — — 45 Net loss (1,240 ) (682 ) (37 ) 715 (1,244 ) Less: Net loss attributable to noncontrolling interest — (4 ) — — (4 ) Net loss attributable to Dynegy Inc. $ (1,240 ) $ (678 ) $ (37 ) $ 715 $ (1,240 ) Condensed Consolidating Statements of Operations for the Year Ended December 31, 2015 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenues $ — $ 3,508 $ 525 $ (163 ) $ 3,870 Cost of sales, excluding depreciation expense — (1,874 ) (317 ) 163 (2,028 ) Gross margin — 1,634 208 — 1,842 Operating and maintenance expense — (717 ) (122 ) — (839 ) Depreciation expense — (505 ) (82 ) — (587 ) Impairments — (74 ) (25 ) — (99 ) Loss on sale of assets, net — (1 ) — — (1 ) General and administrative expense (6 ) (116 ) (6 ) — (128 ) Acquisition and integration costs — (124 ) — — (124 ) Operating income (loss) (6 ) 97 (27 ) — 64 Earnings from unconsolidated investments — 1 — — 1 Equity in earnings from investments in affiliates 476 — — (476 ) — Interest expense (475 ) (69 ) (4 ) 2 (546 ) Other income and expense, net 55 1 — (2 ) 54 Income (loss) before income taxes 50 30 (31 ) (476 ) (427 ) Income tax benefit (Note 14) — 472 2 — 474 Net income (loss) 50 502 (29 ) (476 ) 47 Less: Net income attributable to noncontrolling interest — (3 ) — — (3 ) Net income (loss) attributable to Dynegy Inc. $ 50 $ 505 $ (29 ) $ (476 ) $ 50 Condensed Consolidating Statements of Comprehensive Income (Loss) for the Year Ended December 31, 2017 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 76 $ 863 $ (43 ) $ (824 ) $ 72 Other comprehensive income (loss) before reclassifications: Actuarial gain (loss) and plan amendments, net of tax of $5 22 (3 ) — — 19 Amounts reclassified from accumulated other comprehensive income: Amortization of unrecognized prior service credit, net of tax of zero (7 ) — (1 ) — (8 ) Other comprehensive loss from investment in affiliates (4 ) — — 4 — Other comprehensive income (loss), net of tax 11 (3 ) (1 ) 4 11 Comprehensive income (loss) 87 860 (44 ) (820 ) 83 Less: Comprehensive loss attributable to noncontrolling interest — (4 ) — — (4 ) Total comprehensive income (loss) attributable to Dynegy Inc. $ 87 $ 864 $ (44 ) $ (820 ) $ 87 Condensed Consolidating Statements of Comprehensive Loss for the Year Ended December 31, 2016 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net loss $ (1,240 ) $ (682 ) $ (37 ) $ 715 $ (1,244 ) Other comprehensive income (loss) before reclassifications: Actuarial gain (loss) and plan amendments, net of tax of $3 (4 ) 1 6 — 3 Amounts reclassified from accumulated other comprehensive income: Settlement cost, net of tax of zero — — 6 — 6 Amortization of unrecognized prior service credit, net of tax of zero (4 ) — (1 ) — (5 ) Other comprehensive income from investment in affiliates 12 — — (12 ) — Other comprehensive income, net of tax 4 1 11 (12 ) 4 Comprehensive loss (1,236 ) (681 ) (26 ) 703 (1,240 ) Less: Comprehensive income (loss) attributable to noncontrolling interest 2 (2 ) — (2 ) (2 ) Total comprehensive loss attributable to Dynegy Inc. $ (1,238 ) $ (679 ) $ (26 ) $ 705 $ (1,238 ) Condensed Consolidating Statements of Comprehensive Income (Loss) for the Year Ended December 31, 2015 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Net income (loss) $ 50 $ 502 $ (29 ) $ (476 ) $ 47 Other comprehensive income (loss) before reclassifications: Actuarial gain (loss) and plan amendments, net of tax of zero (8 ) 7 5 — 4 Amounts reclassified from accumulated other comprehensive income (loss): Amortization of unrecognized prior service credit and actuarial gain, net of tax of zero (3 ) — (1 ) — (4 ) Other comprehensive loss from investment in affiliates 11 — — (11 ) — Other comprehensive income, net of tax — 7 4 (11 ) — Comprehensive income (loss) 50 509 (25 ) (487 ) 47 Less: Comprehensive income (loss) attributable to noncontrolling interest 1 (2 ) — (1 ) (2 ) Total comprehensive income (loss) attributable to Dynegy Inc. $ 49 $ 511 $ (25 ) $ (486 ) $ 49 Condensed Consolidating Statements of Cash Flow for the Year Ended December 31, 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 $ (427 ) $ 899 $ 113 $ — $ 585 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (208 ) (16 ) — (224 ) Acquisitions, net of cash acquired/divestitures (3,244 ) (75 ) — — (3,319 ) Distributions from unconsolidated affiliate — 12 — — 12 Proceeds from sales of assets, net 775 (4 ) 1 — 772 Net intercompany transfers 691 — — (691 ) — Net cash used in investing activities (1,778 ) (275 ) (15 ) (691 ) (2,759 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term borrowings, net of debt issuance costs 1,743 — — — 1,743 Repayments of borrowings (2,487 ) (46 ) (56 ) — (2,589 ) Proceeds from issuance of equity, net of issuance costs 150 — — — 150 Payments of debt extinguishment costs (50 ) — — — (50 ) Preferred stock dividends paid (22 ) — — — (22 ) Interest rate swap settlement payments (20 ) — — — (20 ) Acquisition of noncontrolling interest (375 ) — — — (375 ) Payments related to bankruptcy settlement (128 ) (5 ) — — (133 ) Net intercompany transfers — (631 ) (60 ) 691 — Intercompany borrowings, net of repayments 80 (80 ) — — — Other financing (3 ) — — — (3 ) Net cash provided by (used in) financing activities (1,112 ) (762 ) (116 ) 691 (1,299 ) Net decrease in cash and cash equivalents (3,317 ) (138 ) (18 ) — (3,473 ) Cash, cash equivalents and restricted cash, beginning of period 3,550 262 26 — 3,838 Cash, cash equivalents and restricted cash, end of period $ 233 $ 124 $ 8 $ — $ 365 Condensed Consolidating Statements of Cash Flow for the Year Ended December 31, 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 $ (476 ) $ 1,090 $ 31 $ — $ 645 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (243 ) (50 ) — (293 ) Proceeds from sales of assets, net 171 5 — — 176 Distributions from unconsolidated affiliate — 14 — — 14 Net intercompany transfers 958 — — (958 ) — Other investing — 10 — — 10 Net cash provided by (used in) investing activities 1,129 (214 ) (50 ) (958 ) (93 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term borrowings, net of debt issuance costs 2,816 198 — — 3,014 Repayments of borrowings (563 ) (15 ) (11 ) — (589 ) Proceeds from issuance of equity, net of issuance costs 359 — — — 359 Preferred stock dividends paid (22 ) — — — (22 ) Interest rate swap settlement payments (17 ) — — — (17 ) Net intercompany transfers — (991 ) 33 958 — Other financing (3 ) — — — (3 ) Net cash provided by (used in) financing activities 2,570 (808 ) 22 958 2,742 Net increase in cash and cash equivalents 3,223 68 3 — 3,294 Cash, cash equivalents and restricted cash, beginning of period 327 194 23 — 544 Cash, cash equivalents and restricted cash, end of period $ 3,550 $ 262 $ 26 $ — $ 3,838 Condensed Consolidating Statements of Cash Flow for the Year Ended December 31, 2015 (amounts in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ (432 ) $ 682 $ (156 ) $ — $ 94 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (290 ) (11 ) — (301 ) Acquisitions, net of cash acquired/divestitures (6,207 ) 29 100 — (6,078 ) Distributions from unconsolidated affiliate — 8 — — 8 Net intercompany transfers 450 — — (450 ) — Other investing — 3 — — 3 Net cash provided by (used in) investing activities (5,757 ) (250 ) 89 (450 ) (6,368 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term borrowings, net of debt issuance costs (31 ) 78 19 — 66 Repayments of borrowings (8 ) (23 ) — — (31 ) Proceeds from issuance of equity, net of issuance costs (6 ) — — — (6 ) Preferred stock dividends paid (23 ) — — — (23 ) Interest rate swap settlement payments (17 ) — — — (17 ) Repurchase of common stock (250 ) — — — (250 ) Net intercompany transfers — (347 ) (103 ) 450 — Other financing (4 ) — — — (4 ) Net cash provided by (used in) financing activities (339 ) (292 ) (84 ) 450 (265 ) Net increase (decrease) in cash and cash equivalents (6,528 ) 140 (151 ) — (6,539 ) Cash, cash equivalents and restricted cash, beginning of period 6,855 54 174 — 7,083 Cash, cash equivalents and restricted cash, end of period $ 327 $ 194 $ 23 $ — $ 544 |