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DYN > SEC Filings for DYN > Form 8-K on 28-Sep-2009All Recent SEC Filings

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Form 8-K for DYNEGY INC.


28-Sep-2009

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On April 30, 2009, Dynegy Inc. ("Dynegy") and Dynegy Holdings Inc. ("DHI"), collectively "we", "us" or "our", completed the sale of our interest in the Heard County power generation facility for approximately $105 million. We reported our operations with respect to the Heard County facility as a discontinued operation in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2009 and June 30, 2009.

On January 1, 2009, we adopted SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51 ("SFAS No. 160"), which requires: (i) ownership interests in subsidiaries held by parties other than the parent to be clearly identified, labeled, and presented in the consolidated statements of financial position within equity, but separate from the parent's equity; (ii) the amount of consolidated net income (loss) attributable to the parent and to the noncontrolling interest to be clearly identified and presented on the face of the consolidated statements of operations; (iii) changes in a parent's ownership interests that do not result in deconsolidation to be accounted for as equity transactions; and (iv) that a parent recognize a gain or loss in net income upon deconsolidation of a subsidiary, with any retained noncontrolling equity investment in the former subsidiary initially measured at fair value. SFAS No. 160 also requires retrospective application of all disclosure requirements. We have reported the Plum Point Project's third-party ownership interests as noncontrolling interests within our financial statements in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2009 and June 30, 2009.

This Current Report on Form 8-K was prepared to provide updated financial information that (i) presents the Heard County facility as a discontinued operation and (ii) presents noncontrolling interests pursuant to SFAS No. 160 for all periods presented, as applicable in our Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 26, 2009. It should be noted that Dynegy's net income (loss) attributable to Dynegy Inc., or DHI's net income
(loss) attributable to Dynegy Holdings Inc., was not impacted by the reclassification of our operations with respect to the Heard County facility to discontinued operations. Furthermore, our adoption of SFAS No. 160 did not impact the Dynegy Inc.'s net income (loss) attributable to Dynegy Inc. common stockholders.

This report includes the combined filing of Dynegy and DHI. Unless the context indicates otherwise, throughout this report on Form 8-K, the terms "the Company", "we", "us", "our" and "ours" are used to refer to both Dynegy and DHI and their direct and indirect subsidiaries. Discussions or areas of this report that apply only to Dynegy or DHI are clearly noted in such discussions or areas.

Please note that we have not otherwise updated our financial information or business discussion for activities or events occurring after the date this information was presented in our 2008 Form 10-K, except for discloure of certain significant subsequent events in Note 25-Subsequent Events. You should read our Quarterly Reports on Form 10-Q for the periods ended March 31, 2009 and June 30, 2009, respectively, and our Current Reports on Form 8-K and any amendments thereto filed since our 2008 Form 10-K, for updated information.

This filing includes updated information for the following items included in our 2008 Form 10-K:

Item 6. Selected Financial Data

Item 7. Management's Discussion and Analysis

Item 8. Financial Statements and Supplementary Data

Unaffected items of our 2008 Form 10-K have not been repeated in this Form 8-K.

Cross references that are included in the above items and that refer to information included on page numbers that are preceded by an "F" refer to the corresponding page included in this filing. Other cross references are to pages in our 2008 Form 10-K.


Item 6. Selected Financial Data

The selected financial information presented below was derived from, and is qualified by reference to, our Consolidated Financial Statements, including the notes thereto, contained elsewhere herein. The selected financial information should be read in conjunction with the Consolidated Financial Statements and related notes and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

                        Dynegy's Selected Financial Data

                                                      Year Ended December 31,
                                   2008          2007          2006          2005          2004
                                               (in millions, except per share data)
Statement of Operations Data
(1):
Revenues                         $   3,543     $   3,092     $   1,761     $   2,010     $   2,250
Depreciation and amortization
expense                               (367 )        (320 )        (212 )        (204 )        (216 )
Impairment and other charges             -             -          (119 )         (46 )         (78 )
General and administrative
expenses                              (157 )        (203 )        (196 )        (468 )        (330 )
Operating income (loss)                756           605           105          (832 )         (59 )
Interest expense and debt
conversion expense                    (427 )        (384 )        (631 )        (389 )        (453 )
Income tax (expense) benefit           (95 )        (151 )         152           393           155
Income (loss) from continuing
operations                             195           123          (321 )        (800 )        (153 )
Income (loss) from discontinued
operations (3)                         (24 )         148           (13 )         895           141
Cumulative effect of change in
accounting principles                    -             -             1            (5 )           -
Net income (loss)                $     171     $     271     $    (333 )   $      90     $     (12 )
Net income (loss) attributable
to Dynegy Inc. common
stockholders                           174           264          (342 )          68           (37 )
Basic earnings (loss) per share
from continuing operations
attributable to Dynegy Inc.
common stockholders              $    0.24     $    0.15     $   (0.72 )   $   (2.12 )   $   (0.47 )
Basic net income (loss) per
share attributable to Dynegy
Inc. common stockholders              0.20          0.35         (0.75 )        0.18         (0.10 )
Diluted earnings (loss) per
share from continuing operations
attributable to Dynegy Inc.
common stockholders              $    0.24     $    0.15     $   (0.72 )   $   (2.12 )   $   (0.47 )
Diluted net income (loss) per
share attributable to Dynegy
Inc. common stockholders              0.20          0.35         (0.75 )        0.18         (0.10 )
Shares outstanding for basic EPS
calculation                            840           752           459           387           378
Shares outstanding for diluted
EPS calculation                        842           754           509           513           504
Cash dividends per common share  $       -     $       -     $       -     $       -     $       -
Cash Flow Data:
Net cash provided by (used in)
operating activities             $     319     $     341     $    (194 )   $     (30 )   $       5
Net cash provided by (used in)
investing activities                  (102 )        (817 )         358         1,824           262
Net cash provided by (used in)
financing activities                   148           433        (1,342 )        (873 )        (115 )
Cash dividends or distributions
to partners, net                         -             -           (17 )         (22 )         (22 )
Capital expenditures,
acquisitions and investments          (640 )        (504 )        (163 )        (315 )        (314 )


                                                           December 31,
                                   2008          2007          2006          2005          2004
                                                           (in millions)
Balance Sheet Data (2):
Current assets                   $   2,803     $   1,663     $   1,989     $   3,706     $   2,728
Current liabilities                  1,702           999         1,166         2,116         1,802
Property and equipment, net          8,934         9,017         4,951         5,323         6,130
Total assets                        14,213        13,221         7,537        10,126         9,843
Long-term debt (excluding
current portion)                     6,072         5,939         3,190         4,228         4,332
Notes payable and current
portion of long-term debt               64            51            68            71            34
Series C convertible preferred
stock                                    -             -             -           400           400
Capital leases not already
included in long-term debt               4             5             6             -             -
Total equity                         4,485         4,529         2,267         2,140         2,062

(1) The Merger (April 2, 2007) and the Sithe Energies acquisition (February 1, 2005) were each accounted for in accordance with the purchase method of accounting and the results of operations attributable to the acquired businesses are included in our financial statements and operating statistics beginning on the acquisitions' effective date for accounting purposes.

(2) The Merger and the Sithe Energies acquisition were each accounted for under the purchase method of accounting. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the effective dates of each transaction. Please read note (1) above for respective effective dates.

(3) Discontinued operations include the results of operations from the following businesses:

· Heard County power generating facility (sold second quarter 2009);

· Calcasieu power generating facility (sold first quarter 2008);

· CoGen Lyondell power generating facility (sold third quarter 2007); and

· DMSLP (sold fourth quarter 2005).

                    Dynegy Holdings' Selected Financial Data

                                                      Year Ended December 31,
                                   2008          2007          2006          2005          2004
                                               (in millions, except per share data)
Statement of Operations Data
(1):
Revenues                         $   3,543     $   3,092     $   1,761     $   2,010     $   1,448
Depreciation and amortization
expense                               (367 )        (320 )        (212 )        (204 )        (205 )
Impairment and other charges             -             -          (119 )         (40 )         (24 )
General and administrative
expenses                              (157 )        (184 )        (193 )        (375 )        (285 )
Operating income (loss)                756           624           108          (733 )        (195 )
Interest expense and debt
conversion expense                    (427 )        (384 )        (579 )        (383 )        (332 )
Income tax (expense) benefit          (143 )        (116 )         125           374           163
Income (loss) from continuing
operations                             229           183          (296 )        (727 )        (240 )
Income (loss) from discontinued
operations (2)                         (24 )         148           (12 )         813           139
Cumulative effect of change in
accounting principles                    -             -             -            (5 )           -
Net income (loss)                $     205     $     331     $    (308 )   $      81     $    (101 )
Net income (loss) attributable
to Dynegy Holdings Inc.          $     208     $     324     $    (308 )   $      81     $    (104 )
Cash Flow Data:
Net cash provided by (used in)
operating activities             $     319     $     368     $    (205 )   $     (24 )   $    (160 )
Net cash provided by (used in)
investing activities                   (87 )        (688 )         357         1,839          (211 )
Net cash provided by (used in)
financing activities                   146           369        (1,235 )        (734 )         289
Capital expenditures,
acquisitions and investments          (626 )        (350 )        (155 )        (169 )        (219 )



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Document

23.1        Consent of Ernst and Young. (Dynegy)

23.2        Consent of PricewaterhouseCoopers LLP. (Dynegy)

23.3        Consent of Ernst and Young. (DHI)

23.4        Consent of PricewaterhouseCoopers LLP. (DHI)


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