UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2015~~2016

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 333-56594

ILLINOIS POWER GENERATING COMPANY

(Exact name of registrant as specified in its charter)



State of Incorporation		I.R.S. Employer Identification No.
Illinois		37-1395586

601 Travis, Suite 1400
Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

(713) 507-6400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

The registrant is not required to file reports under the Securities Exchange Act of 1934. However, the registrant has filed all Exchange Act reports for the preceding 12 months.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer o		Accelerated filer o
Non-accelerated filer ý		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of ~~November~~May 10, ~~2015~~2016, there were 2,000 outstanding shares of common stock, without par value, of the registrant, all of which were owned by the registrant’s parent, Illinois Power Resources, LLC, an indirect wholly-owned subsidiary of Dynegy Inc.

OMISSION OF CERTAIN INFORMATION

The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format allowed under that General Instruction.

TABLE OF CONTENTS

		Page
DEFINITIONS		i
PART I. FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS:
	Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	1
	Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015	1
	Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014	2
	Consolidated Statements of Operations for the three months ended March 31, 2016 and 2015	2
	Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2015 and 2014	3
	Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2016 and 2015	3
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	4
	Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015	4
	Notes to Consolidated Financial Statements	5
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1512
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2421
Item 4.	CONTROLS AND PROCEDURES	2421
PART II. OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	2522
Item 1A.	RISK FACTORS	2522
Item 6.	EXHIBITS	2522
SIGNATURE		2623

DEFINITIONS

As used in this Form 10-Q, the abbreviations contained herein have the meanings set forth below.

~~EGU~~CAA ~~Electric~~Clean ~~Generating~~Air ~~Units~~Act EPA Environmental Protection Agency FERC Federal Energy Regulatory Commission IMA In-market Asset Availability ~~IPCB Illinois Pollution Control Board~~ IPH IPH, LLC (formerly known as Illinois Power Holdings, LLC) ~~ISO Independent System Operator~~ MISO Midcontinent Independent System Operator, Inc. Moody’s Moody’s Investors Service Inc. MW Megawatts MWh Megawatt Hour NM Not Meaningful PJM PJM Interconnection, LLC PSA Power Supply Agreement with respect to each of Illinois Power Generating Company and Illinois Power Resources Generating, LLC, or Power Sales Agreement with respect to Electric Energy, Inc. S&P Standard & Poor’s Ratings Services

PART I. FINANCIAL INFORMATION

Item 1—FINANCIAL STATEMENTS

ILLINOIS POWER GENERATING COMPANY CONSOLIDATED BALANCE SHEETS(unaudited) (in millions, except share data)
	September 30, 2015			December 31, 2014
	March 31, 2016			December 31, 2015
ASSETS
Current Assets
Cash	$	~~128~~55		$	~~126~~61
Accounts receivable, affiliates	41			88
Restricted cash	6			—
Accounts receivable	5			14
Accounts receivable, affiliates	42			54
Inventory	97			82
Accounts receivable	6			8
Deferred income taxes	5			5
Inventory	140			133
Prepayments and other current assets	147			116
Total Current Assets	~~290~~256			~~326~~262
Property, Plant and Equipment	1,783			3,016
Property, plant and equipment, net	940			937
Accumulated depreciation	(802		)	(1,145		)
Other Assets	27			27
Property, Plant and Equipment, Net	981			1,871
Total Assets	$	1,223		$	1,226
Other Assets	31			24
Total Assets	$	1,302		$	2,221
LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities
Accounts payable	$	2318		$	3926
Accounts payable, affiliates	2125			1318
Taxes accrued	813			1110
Accrued interest	17			10
Accrued liabilities and other current liabilities	85			109
Total Current Liabilities	7778			8373
Long-term debt	~~824~~820			~~824~~820
Other Liabilities
Deferred income taxes, net	115			119
Deferred income taxes, net	132			498
Asset retirement obligations	51			49
Asset retirement obligations	97			90
Other long-term liabilities	25			24
Other long-term liabilities	22			30
Total Liabilities	1,089			1,085
Total Liabilities	1,152			1,525
Commitments and Contingencies (Note 7)
Commitments and Contingencies (Note 8)
Stockholder’s Equity
Common stock, no par value, 10,000 shares authorized – 2,000 shares outstanding	—			—
Common stock, no par value, 10,000 shares authorized 2,000 shares outstanding	—			—
Additional paid-in capital	~~540~~542			~~540~~542
Accumulated other comprehensive loss, net of tax	(10		)	(1610		)
Retained earnings	(~~385~~402		)	~~166~~(396		)
Total Illinois Power Generating Company Stockholder’s Equity	~~145~~130			~~690~~136
Noncontrolling interest	54			65
Total Equity	~~150~~134			~~696~~141
Total Liabilities and Equity	$	1,~~302~~223		$	21,~~221~~226

See the notes to consolidated financial statements.

ILLINOIS POWER GENERATING COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in millions)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2015			2014			2015			2014
	2016			2015
Revenues	$	~~146~~99		$	~~165~~143		$	~~420~~		$	~~483~~
Cost of sales, excluding depreciation expense	(8857		)	(~~121~~93		)	~~(265~~		)	~~(340~~		)
Gross margin	5842			4450			~~155~~			~~143~~
Operating and maintenance expense	(3329		)	(3734		)	~~(121~~		)	~~(120~~		)
Impairment and other charges	(855		)	—			(855		)	—
Depreciation and amortization expense	(9		)	(25		)
Depreciation and amortization expense	(25		)	(25		)	(75		)	(73		)
General and administrative expense	(5		)	(8		)
Operating loss	(~~855~~1		)	(1817		)	~~(896~~		)	~~(50~~		)
Interest expense	(10		)	(10		)	~~(29~~		)	~~(30~~		)
Loss before income taxes	(~~865~~11		)	(2827		)	~~(925~~		)	~~(80~~		)
Income tax benefit	~~348~~4			11			~~373~~			32
Net loss	(~~517~~7		)	(1716		)	~~(552~~		)	~~(48~~		)
Less: Net income (loss) attributable to noncontrolling interest	2			—			(1		)	2
Less: Net loss attributable to noncontrolling interest	(1		)	(1		)
Net loss attributable to Illinois Power Generating Company	$	(~~519~~6	)	$	(1715	)	$	~~(551~~	)	$	~~(50~~	)

See the notes to consolidated financial statements.

ILLINOIS POWER GENERATING COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME (~~LOSS)

(unaudited) (in millions)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2015			2014			2015			2014
	2016			2015
Net loss	$	(~~517~~7	)	$	(1716	)	$	~~(552~~	)	$	~~(48~~	)
Other comprehensive income (loss) before reclassifications:
Other comprehensive income, net of tax	—			—
Actuarial gain (loss) due to pension plan remeasurement (net of tax benefit of $5, zero, $5 and $1, respectively)	8			—			8			(2		)
Comprehensive loss	(7		)	(16		)
Amounts reclassified from accumulated other comprehensive loss:
Less: Comprehensive loss attributable to noncontrolling interest	(1		)	(1		)
Reclassification of mark-to-market losses to earnings on interest rate swaps designated as cash flow hedges (net of tax benefit of zero, zero, zero and zero, respectively)	1			1			1			1
Total comprehensive loss attributable to Illinois Power Generating Company	$	(6	)	$	(15	)
Settlement loss on pension plan (net of tax benefit of zero and zero, respectively)	—			—			—			2
Amortization of unrecognized prior service credit and actuarial loss (net of tax benefit of zero, zero, zero and zero, respectively)	—			(1		)	—			(1		)
Other comprehensive income, net of tax	9			—			9			—
Comprehensive loss	(508		)	(17		)	(543		)	(48		)
Less: Comprehensive income attributable to noncontrolling interest	3			—			—			2
Total comprehensive loss attributable to Illinois Power Generating Company	$	(511	)	$	(17	)	$	(543	)	$	(50	)

See the notes to consolidated financial statements.

ILLINOIS POWER GENERATING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in millions)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2015			2014
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~552~~7	)	$	(4816	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Impairment of long-lived assets	855			—
Depreciation expense	9			25
Depreciation expense	75			73
Deferred income taxes and investment tax credits, net	(4		)	(10		)
Deferred income taxes and investment tax credits, net	(373		)	(32		)
Other	1			2
Other	8			4
Changes in working capital:
Accounts receivable, net	5615			12
Inventory	(157		)	5(14		)
Prepayments and other current assets	(31		)	8(2		)
Accounts payable and accrued liabilities	(1		)	11
Restricted cash	(6		)	—
Other	(5		)	(1		)
Accounts payable and accrued liabilities	6			14
Net cash provided by operating activities	45			32
Other	—			2
Net cash provided by operating activities	6			13
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(4312		)	(3612		)
Net cash used in investing activities	(4312		)	(3612		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by financing activities	—			—
Net increase (decrease) in cash	2(6		)	(41		)
Cash, beginning of year	~~126~~61			~~190~~126
Cash, end of period	$	~~128~~55		$	~~186~~127

See the notes to consolidated financial statements.

ILLINOIS POWER GENERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Interim Periods Ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015

Note 1—Basis of Presentation and Organization

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to interim financial reporting as prescribed by the U.S. Securities and Exchange Commission (“SEC”). The year-end consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by Generally Accepted Accounting Principles of the United States of America (“GAAP”). The unaudited consolidated financial statements contained in this report include all material adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair presentation of the results for the interim periods. Certain prior period amounts in our consolidated financial statements have been reclassified to conform to current year presentation. These interim financial statements should be read together with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, ~~2014~~2015, filed with the SEC on March 2428, ~~2015~~2016, which we refer to as our “Form 10-K.” Unless the context indicates otherwise, throughout this report, the terms “Genco,” “the Company,” “we,” “us,” “our,” and “ours” are used to refer to Illinois Power Generating Company and its direct and indirect subsidiaries.

We are an electric generation subsidiary of Illinois Power Resources, LLC (“IPR”), which is an indirect wholly-owned subsidiary of Dynegy Inc. (“Dynegy”). We are headquartered in Houston, Texas and were incorporated in Illinois in March 2000. We own and operate a merchant generation business in Illinois and have an 80 percent ownership interest in Electric Energy, Inc. (“EEI”). EEI operates merchant electric generation facilities and FERC-regulated transmission facilities in Illinois and Kentucky. We also consolidate our wholly-owned subsidiary, Coffeen and Western Railroad Company, for financial reporting purposes. All significant intercompany transactions have been eliminated.

We are organized into a ring-fenced group in order to maintain corporate separateness from Dynegy and its other legal entities. We have an independent director, whose consent is required for certain corporate actions, including material transactions with affiliates. We maintain separate books, records, and bank accounts and separately appoint officers. Furthermore, we pay liabilities from our own funds, conduct business in our own name, and have restrictions on pledging our assets for the benefit of certain other persons. Our $825 million of senior notes are non-recourse to Dynegy.

Note 2—Accounting Policies

~~Use of Estimates.~~ The ~~preparation~~accounting ofpolicies ~~consolidated~~followed ~~financial~~by ~~statements~~the inCompany ~~conformity~~are ~~with~~set ~~GAAP~~forth ~~requires~~in ~~management~~Note to2—Summary ~~make informed estimates and judgments that affect our reported financial position and results~~ of ~~operations~~Significant ~~based~~Accounting onPolicies ~~currently available information. Actual results could differ materially from our estimates. The results~~ of ~~operations~~the ~~for~~Notes ~~the~~to ~~interim~~Consolidated ~~periods~~Financial ~~presented~~Statements in ~~this~~our Form 10-QK. There ~~are~~have ~~not~~been ~~necessarily~~no ~~indicative~~significant ofchanges ~~the results~~ to bethese ~~expected~~policies ~~for~~during the ~~full~~three ~~year~~months orended ~~any~~March ~~other~~31, ~~interim period due to seasonal fluctuations in demand for our energy products and services~~2016, ~~changes~~with inthe ~~commodity~~exception ~~prices,~~of ~~timing~~the addition of ~~maintenance~~the ~~and~~restricted ~~other~~cash ~~expenditures~~policy ~~and~~noted ~~other factors~~below.

Use of Estimates. The ~~accounting~~preparation ~~policies~~of ~~followed~~consolidated byfinancial ~~the~~statements ~~Company~~in ~~are~~conformity ~~set~~with ~~forth~~GAAP inrequires ~~Note~~management ~~2—Summary~~to make informed estimates and judgments that affect our reported financial position and results of ~~Significant~~operations ~~Accounting~~based ~~Policies~~on currently available information. Actual results could differ materially from our estimates. The results of ~~the~~operations ~~Notes~~for tothe ~~Consolidated~~interim ~~Financial~~periods ~~Statements~~presented in ~~our~~this Form 10-~~K. There~~Q ~~have~~are ~~been~~not nonecessarily ~~significant~~indicative ~~changes~~of the results to ~~these~~be ~~policies~~expected ~~during~~for the ~~nine~~full ~~months~~year ~~ended~~or ~~September~~any 30other interim period due to seasonal fluctuations in demand for our energy products and services, ~~2015~~changes in commodity prices, timing of maintenance and other expenditures, and other factors.

Restricted Cash. Restricted cash represents cash that is not readily available for general purpose cash needs. Restricted cash is classified as a current or long-term asset based on the timing and nature of when or how the cash is expected to be used or when the restrictions are expected to lapse. As of March 31, 2016, we had restricted cash of $6 million classified as current assets related to cash deposits associated with collateral for operating activities.

Accounting Standards Adopted During the Current Period

~~Derivatives~~Hybrid Financial Instruments. In ~~August~~November ~~2015~~2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2015~~2014-~~013~~16-Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or Equity. The amendments in this ASU ~~specify~~clarify ~~that~~how current GAAP should be interpreted in evaluating the ~~use~~economic characteristics and risks of ~~locational~~a ~~marginal~~host ~~pricing~~contract byin ana ~~ISO~~hybrid ~~does~~financial ~~not~~instrument ~~constitute~~that ~~net~~is ~~settlement~~issued in the form of a ~~contract~~share. Specifically, ~~for~~ the ~~purchase~~amendments orclarify ~~sale~~that ofan ~~electricity~~entity onshould aconsider ~~forward~~all ~~basis~~relevant terms and features, ~~therefore~~including the embedded derivative feature being evaluated for bifurcation, ~~does~~in ~~not~~evaluating ~~cause~~the ~~that~~nature of the host contract. Furthermore, tothe ~~fail~~amendments toclarify ~~meet~~that ~~the~~no ~~physical~~single ~~delivery~~term ~~criterion~~or offeature would necessarily determine the ~~normal~~economic ~~purchases~~characteristics and ~~normal~~risks ~~sales~~of ~~scope~~the ~~exception~~host contract. IfRather, the ~~physical~~nature ~~delivery~~of ~~criterion~~the ishost ~~met,~~contract ~~along~~depends ~~with~~upon ~~all~~the ofeconomic ~~the~~characteristics ~~other~~and ~~criteria~~risks of the ~~normal~~entire ~~purchases~~hybrid ~~and~~financial ~~normal~~instrument. The ~~sales~~amendments ~~scope~~in ~~exception~~this ASU also clarify that, anin ~~entity~~evaluating ~~may~~the ~~elect~~nature toof ~~designate~~a ~~that~~host contract, asan aentity ~~normal~~should ~~purchase~~assess orthe ~~normal~~substance ~~sale~~of the relevant terms and features (i. ~~The~~e., ~~amendments~~the inrelative ~~this~~strength ~~ASU~~of ~~are~~the ~~effective~~debt-like ~~upon~~or ~~issuance~~equity-like terms and ~~should~~features begiven ~~applied~~the ~~prospectively~~facts and circumstances) when considering how to weight those terms and features. The adoption of this ASU on January 1, 2016 did not have aan ~~material~~ impact on our unaudited consolidated financial statements.

Inventory. In July 2015, the FASB issued ASU 2015-011-Inventory (Topic 330). The amendments in this ASU require that inventory is measured at the lower of cost and net realizable value (“NRV”), with the latter defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU eliminates the need to determine market or replacement cost and evaluate whether it is above the ceiling at NRV or below the floor (NRV less a normal profit margin). The guidance in this ASU is effective prospectively for interim and annual periods beginning after December 15, 2016, with early adoption permitted. We adopted ASU 2015-11 as of July 1, 2015. The adoption of this ASU did not have a material impact on our unaudited consolidated financial statements.

ILLINOIS POWER GENERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Interim Periods Ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015

~~Retirement~~Debt ~~Benefits~~Issuance Costs. In April 2015, the FASB issued ~~Accounting~~ASU ~~Standards Update~~ 2015-0403-~~Compensation~~Interest-~~Retirement~~Imputation ~~Benefits~~of Interest (~~Topic~~Subtopic ~~715~~835-30). ~~For~~ The ~~an entity that has a significant event in an interim period that calls for a remeasurement of defined benefit plan or post retirement plan assets and obligations, the~~ amendments in this ~~Update~~ASU ~~provide~~require ~~a practical expedient~~ that ~~permits~~debt ~~the~~issuance ~~entity~~costs torelated ~~remeasure the plan assets and obligations using the month-end that is closest~~ to ~~the~~a ~~date~~recognized ofdebt ~~the~~liability ~~significant event. The month-end remeasurement of defined benefit plan assets and obligations that is closest to the date of the significant event should~~ be ~~adjusted~~presented ~~for any effects of the significant event that may or may not be captured~~ in the ~~month-end~~balance ~~measurement. An~~sheet ~~entity~~as isa ~~required~~direct todeduction ~~disclose~~from the ~~accounting~~carrying ~~policy~~amount ~~election~~of ~~and~~that ~~the~~debt ~~date~~liability, ~~used~~consistent ~~to measure defined benefit plan assets and obligations in accordance~~ with ~~the~~debt ~~amendments in this Update~~discounts. The ~~amendments~~recognition inand ~~this~~measurement ~~Update~~guidance ~~are effective~~ for ~~public~~debt ~~business~~issuance ~~entities~~costs ~~for~~are ~~financial~~not ~~statements~~affected ~~issued~~by ~~for~~the ~~fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption allowed. The~~ amendments in this ~~Update should be applied prospectively~~update. ~~We adopted the guidance in this ASU on July 1, 2015.~~

Reporting Discontinued Operations and Asset Disposals. In April 2014, the FASB issued ASU 2014-08-Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. The amendments in this ASU change the requirements for reporting discontinued operations in Subtopic 205-20. An entity is required to report within discontinued operations on the statement of operations the results of a component or group of components of an entity if the disposal represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results. Additionally, the associated assets and liabilities are required to be presented separately from other assets and liabilities on the balance sheet for all comparative periods. The ASU includes updated guidance regarding what meets the definition of a component of an entity. The new financial statement presentation provisions relating to this ASU are prospective and effective for interim and annual periods beginning after December 15, 2014, with early adoption permitted. The adoption of this ASU did not have a material impact on our financial statements or disclosures.

Accounting Standards Not Yet Adopted

Debt Issuance Costs. In April 2015, the FASB issued ASU 2015-03-Interest-Imputation of Interest (Subtopic 835-30). The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update.

In August 2015, the FASB issued ASU 2015-15-Interest-Imputation of Interest (Subtopic 835-30). The amendments in this ASU further clarify the guidance provided in ASU 2015-03 to include the presentation of debt issuance costs in relation to line-of-credit arrangements. The amendments state these costs should be presented as an asset and subsequently amortized ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.

~~The~~We ~~guidance~~adopted in these ASUs ison ~~effective~~January ~~for interim and annual periods beginning after December 15~~1, ~~2015,~~2016 ~~with early adoption permitted. The adoption of these ASUs should be applied~~ on a retrospective basis, affecting ~~all~~presentation ~~balance~~on ~~sheet periods presented. We do not anticipate~~ the ~~adoption~~unaudited ofconsolidated ~~these~~balance ~~ASUs~~sheet ~~will~~for ~~have~~all aperiods ~~material impact on the presentation of our consolidated balance sheets~~presented.

~~Consolidation~~Extraordinary and Unusual Items. In ~~February~~January 2015, the FASB issued ASU 2015-0201-~~Consolidation~~Income Statement-Extraordinary and Unusual Items (~~Topic~~Subtopic ~~810~~225-20). The amendments in this ASU ~~respond~~eliminate tofrom ~~concerns~~GAAP ~~about~~ the ~~current~~concept ~~accounting for consolidation~~ of ~~certain~~extraordinary ~~legal~~items ~~entities, in particular: (i) consolidation of limited partnerships~~ and ~~similar~~will ~~legal~~no ~~entities,~~longer ~~(ii)~~require ~~evaluating~~separate ~~fees~~classification ~~paid~~of tothem awithin ~~decision~~the ~~maker~~statement orof aoperations. Presentation ~~service~~and ~~provider~~disclosure asguidance afor ~~variable~~items ~~interest,~~that ~~(iii)~~are ~~the~~unusual ~~effect~~in ofnature ~~fee~~or ~~arrangements~~occur oninfrequently ~~the~~will ~~primary~~be ~~beneficiary~~retained ~~determination,~~and ~~(iv)~~will ~~the~~be ~~effect~~expanded ofto ~~related~~include ~~parties~~items onthat ~~the~~are ~~primary~~both ~~beneficiary~~unusual ~~determination,~~in nature and ~~(v)~~infrequently ~~consolidation of certain investment funds~~occurring. The guidance in this ASU is effective for ~~interim~~fiscal years, and ~~annual~~interim periods within those fiscal years, beginning after December 15, 2015,. The ~~with early~~ adoption ~~permitted. We~~of dothis ~~not~~ASU ~~anticipate~~on ~~the~~January ~~adoption~~1, of2016 ~~this~~did ~~ASU~~not ~~will~~ have aan ~~material~~ impact on our unaudited consolidated financial statements.

~~Extraordinary~~Accounting ~~and~~Standards ~~Unusual~~Not ~~Items. In~~Yet January 2015, the FASB issued ASU 2015-01-Income Statement-Extraordinary and Unusual Items (Subtopic 225-20). The amendments in this ASU eliminate from GAAP the concept of extraordinary items and will no longer require separate classification of them within the statement of operations. Presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The guidance in this ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Reporting entities may elect to apply the amendments prospectively only, or retrospectively for all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. We do not anticipate the adoption of this ASU will have a material impact on our consolidated financial statements.Adopted

Compensation. In March 2016, the FASB issued ASU 2016-09-Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this ASU simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance in this ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. We are currently evaluating this ASU and any potential impacts the adoption of this ASU will have on our unaudited consolidated financial statements.

Leases. In February 2016, the FASB issued ASU 2016-02-Leases (Topic 842). The amendments in this ASU will mainly require lessees to recognize lease assets and lease liabilities, for those leases classified as operating leases under GAAP, in their balance sheet. The lease assets recognized in the balance sheet will represent a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The lease liability recognized in the balance sheet will represent the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis. The guidance in this ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We are currently evaluating this ASU and any potential impacts the adoption of this ASU will have on our unaudited consolidated financial statements.

Going Concern. In August 2014, the FASB issued ASU 2014-15-Presentation of Financial Statements-Going Concern (Subtopic 205-40). The amendments in this ASU requires management, in connection with preparing financial statements for each annual and interim reporting period, to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Currently, there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this ASU provide that guidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The guidance in this ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. We currently do not anticipate the adoption of this ASU will have a material impact on our unaudited consolidated financial statements.

Revenue from Contracts with Customers. In May 2014, the FASB and International Accounting Standards Board jointly issued ASU 2014-09-Revenue from Contracts with Customers (Topic 606). This ASU was further updated through the issuance of ASU 2015-14 in August 2015 and ASU 2016-08 in March 2016. The amendments in ASU 2015-14 develop a common revenue standard for GAAP and International Financial Reporting Standards by removing inconsistencies and weaknesses in revenue requirements, providing a more robust framework for addressing revenue issues, improving comparability of revenue recognition practices, providing more useful information to users of financial statements, and simplifying the preparation of financial statements. The amendments in ASU 2016-08 are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The guidance in this ASU is effective for interim and annual periods beginning

ILLINOIS POWER GENERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Interim Periods Ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015

Revenue from Contracts with Customers. In May 2014, the FASB and International Accounting Standards Board (“IASB”) jointly issued ASU 2014-09-Revenue from Contracts with Customers (Topic 606). This ASU was further updated through the issuance of ASU 2015-14 in August 2015. The amendments in this ASU develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards (“IFRS”) by removing inconsistencies and weaknesses in revenue requirements, providing a more robust framework for addressing revenue issues, improving comparability of revenue recognition practices, providing more useful information to users of financial statements and simplifying the preparation of financial statements. The guidance in this ASU is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted for interim and annual periods beginning after December 15, 2016. We are currently assessing this ASU; however, we do not anticipate the adoption of this ASU will have a material impact on our unaudited consolidated financial statements.

Note 3—~~Risk~~Fair ~~Management,~~Value ~~Derivatives~~Measurements ~~and Financial Instruments~~

We did not have a material amount of derivative instruments as of September 30, 2015 and December 31, 2014.

Impact of Derivatives on the Consolidated Statements of Operations

The cumulative amount of pretax net losses on interest rate derivative instruments in Accumulated Other Comprehensive Income (“AOCI”) was $4 million and $5 million as of September 30, 2015 and December 31, 2014, respectively. These interest rate swaps were executed in 2007 as a partial hedge of interest rate risks associated with our April 2008 debt issuance. The loss on the interest rate swaps is being amortized out of AOCI into our consolidated statements of operations over a 10-year period that began in April 2008, $1.4 million of which will be amortized in 2015.

Financial Instruments Not Designated as Hedges. There was no material impact of mark-to-market gains (losses) on our unaudited consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014.

ILLINOIS POWER GENERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Interim Periods Ended September 30, 2015 and 2014

Note 4—Fair Value Measurements

Non-recurring Measurements. During the third quarter of 2015, several final environmental regulations were enacted which will have an impact on our coal-fired power generation facilities. As a result of these regulations, we performed a strategic review of our assets which incorporated the costs of these regulations, and incorporated a reduced long-term market outlook, caused by MISO’s poorly designed wholesale capacity market that mixes out-of-state regulated generators that receive rate based compensation from their home states to recover costs, with Central and Southern Illinois competitive generators that rely on the capacity market for fair compensation to recover costs. The results of this analysis determined the book value of the Coffeen facility was not recoverable, requiring the facility to be impaired. We conducted a discounted cash flow model of the facility to determine its fair value. For the model, gross margin was based on publicly available forward market quotes for the first two years and internally developed prices thereafter, operations and maintenance expenses and capital expenditures were based on current forecasts and used a plant-specific discount rate of approximately 15%. The model resulted in a fair value of zero for the plant, requiring us to record an impairment charge of $855 million in Impairments and other charges in our unaudited consolidated statements of operations for the three and nine months ended September 30, 2015. The valuation is classified as Level 3 within the fair value hierarchy levels.

Fair Value of Financial Instruments. We have determined the estimated fair value amounts using available market information and selected valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The use of different market assumptions or valuation methodologies could have a material effect on the estimated fair value amounts.

The carrying values of financial assets and liabilities (cash, accounts receivable, restricted cash, and accounts payable) not presented in the table below approximate fair values due to the short-term maturities of these instruments. Unless otherwise noted, the fair value of debt as reflected in the table has been calculated based on the average of certain available broker quotes as of ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015, respectively. All fair values presented below are classified within Level 2 of the fair value hierarchy.

	September 30, 2015						December 31, 2014
	March 31, 2016						December 31, 2015
(amounts in millions)	Carrying Amount			Fair Value			Carrying Amount			Fair Value
7.00% Senior Notes Series H, due 2018	$	300		$	275		$	300		$	264
7.00% Senior Notes Series H, due 2018 (1)	$	(299	)	$	(120	)	$	(299	)	$	(204	)
6.30% Senior Notes Series I, due 2020	$	250		$	209		$	250		$	208
6.30% Senior Notes Series I, due 2020 (1)	$	(249	)	$	(85	)	$	(249	)	$	(148	)
7.95% Senior Notes Series F, due 2032 (1)	$	~~274~~(272	)	$	~~235~~(88	)	$	~~274~~(272	)	$	~~241~~(162	)

__________________________________________

(1) ~~Carrying~~Combined ~~amount~~carrying ~~includes~~amounts include unamortized ~~discount~~discounts and debt issuance costs of $15 million as of ~~September~~March 3031, ~~2015~~2016 and December 31, ~~2014~~2015. Please read Note 76—Debt for further discussion.

8Note 4—Inventory

ILLINOIS POWER GENERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Interim Periods Ended September 30, 2015 and 2014

Note 5—Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of tax, by component are as follows:

	Nine Months Ended September 30,
(amounts in millions)	2015			2014
Beginning of period	$	(16	)	$	(11	)
Other comprehensive income (loss) before reclassifications:
Actuarial gain (loss) due to pension plan remeasurement (net of tax benefit of $5 and $1, respectively)	5			(2		)
Amounts reclassified from accumulated other comprehensive loss:
Reclassification of mark-to-market losses to earnings on interest rate swaps designated as cash flow hedges (net of tax benefit of zero and zero, respectively) (1)	1			1
Settlement loss on pension plan (net of tax benefit of zero and zero, respectively) (2)	—			2
Amortization of unrecognized prior service credit and actuarial loss (net of tax benefit of zero and zero, respectively) (3)	—			(1		)
Net current period other comprehensive income, net of tax	6			—
End of period	$	(10	)	$	(11	)

_______________________________________

(1) Amount related to the reclassification of mark-to-market losses on cash flow hedging activities and was recorded in Interest expense on our unaudited consolidated statements of operations. Please read Note 3—Risk Management, Derivatives and Financial Instruments for further discussion.

(2) Amount related to the settlement loss on the EEI pension plan and is included in the computation of total benefit cost (gain). Please read Note 11—Pension and Other Post-Employment Benefits for further discussion.

(3) Amounts are associated with our defined benefit pension and other post-employment benefit plans and are included in the computation of net periodic benefit cost (gain). Please read Note 11—Pension and Other Post-Employment Benefits for further discussion.

Note 6—Inventory

A summary of our inventories is as follows:

(amounts in millions)	~~September~~March 3031, ~~2015~~2016		December 31, ~~2014~~2015
Materials and supplies	$	30	$	30
Coal	66109		51102
Fuel oil	1		1
Total	$	97140	$	82133

Note 75—~~Debt~~Property, Plant and Equipment

A summary of our ~~long-term~~property, ~~debt~~plant and equipment is as follows:

(amounts in millions)	~~September~~March 3031, ~~2015~~2016			December 31, ~~2014~~2015
Unsecured notes:
Power generation	$	1,523		$	1,511
7.00% Senior Notes Series H, due 2018	$	300		$	300
Building and improvements	212			212
6.30% Senior Notes Series I, due 2020	250			250
Office and other equipment	27			27
7.95% Senior Notes Series F, due 2032	275			275
Property, plant and equipment	$	1,762		$	1,750
	825			825
Less: Accumulated depreciation and amortization	(822		)	(813		)
Unamortized discount	(1		)	(1		)
Property, plant and equipment, net	$	940		$	937
Total Long-term debt	$	824		$	824

ILLINOIS POWER GENERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Interim Periods Ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015

Note 6—Debt

A summary of our long-term debt is as follows:



(amounts in millions)	March 31, 2016			December 31, 2015
Unsecured notes:
7.00% Senior Notes Series H, due 2018	$	300		$	300
6.30% Senior Notes Series I, due 2020	250			250
7.95% Senior Notes Series F, due 2032	275			275
	825			825
Unamortized discount and debt issuance costs (1)	(5		)	(5		)
Total Long-term debt (2)	$	820		$	820

_______________________________________


(1)	Includes $4 million related to the reclassification of unamortized debt issuance costs as of December 31, 2015. Please read Note 2—Accounting Policies for further discussion.


(2)	Our $825 million of senior notes are non-recourse to Dynegy.

Indenture Provisions and Other Covenants

Certain of our financial obligations and all of our senior notes include provisions which, if not met, could require early payment, additional collateral support, or similar actions. The trigger events include the violation of covenants, defaults on scheduled principal or interest payments, including any indebtedness to the extent linked to it by reason of cross-default or cross-acceleration provisions, insolvency events, and acceleration of other financial obligations. At ~~September~~March 3031, ~~2015~~2016, we were in compliance with the provisions and covenants contained within our indenture. Our indenture also includes provisions that require us to maintain certain interest coverage and debt-to-capital ratios in order for us to pay dividends, to make principal or interest payments on subordinated borrowings, to make loans to or investments in affiliates, or to incur additional external, third-party indebtedness. The following table summarizes these required ratios:

The following table summarizes these required ratios:



		Required Ratio
Restricted payment interest coverage ratio (1)		≥1.75
Additional indebtedness interest coverage ratio (2)		≥2.50
Additional indebtedness debt-to-capital ratio (2)		≤60%

_______________________________________


(1)	As of the date of a restricted payment, as defined, the minimum ratio must have been achieved for the most recently ended four fiscal quarters and projected by management to be achieved for each of the subsequent four six-month periods.

(2) Ratios must be computed on a pro forma basis considering the additional indebtedness to be incurred and the related interest expense. Other borrowings from external, third-party ~~external~~ sources are included in the definition of indebtedness and are subject to these incurrence tests.

~~Our~~As of March 31, 2016, we did not meet our debt incurrence- related ~~ratio~~ratios ~~restrictions~~and therefore we are prohibited from incurring additional third-party indebtedness. Our required ratios under the indenture may be disregarded if both Moody’s and S&P reaffirm the ratings in place at the time of the debt incurrence after considering the additional indebtedness.

Our indenture provides that dividends cannot be paid unless the actual interest coverage ratio for our most recently ended four fiscal quarters and the interest coverage ratios projected by management for each of the subsequent four six-month periods are greater than a specified minimum level. Based on ~~September~~March 3031, ~~2015~~2016 calculations, our interest coverage ratios are less than the minimum ratios required to pay dividends and borrow additional funds from external, third-party sources. As a result, we were restricted from paying dividends as of ~~September~~March 3031, ~~2015~~2016.

In order for us to issue securities in the future, we will have to comply with all applicable indenture requirements in effect at the time of any such issuances.

Note 87—Commitments and Contingencies

~~Contingencies~~ 8

We record accruals for estimated losses from contingencies when available information indicates that a loss is probable and the amount of the loss, or range of loss, can be reasonably estimated. In addition, we disclose matters for which management believes a material loss is reasonably possible. Management assesses matters based on current information and makes judgments concerning their potential outcome, giving consideration to the nature of the claim, the amount, if any, and nature of damages sought and the probability of success. Management regularly reviews all new information with respect to such contingencies and adjusts its assessments and estimates of such contingencies accordingly. Because litigation is subject to inherent uncertainties including unfavorable rulings or developments, it is possible that the ultimate resolution of any legal proceedings could involve amounts that are different from recorded accruals and that such differences could be material.

We are party to routine proceedings arising in the ordinary course of business. Any accruals or estimated losses related to these matters are not material. In management’s judgment, the ultimate resolution of these matters will not have a material effect on our financial condition, results of operations or cash flows.

MISO 2015-2016 Planning Resource Auction. In May 2015, three complaints were filed at FERC regarding the Zone 4 results for the 2015-2016 Planning Resource Auction (“PRA”) conducted by MISO. The Newton, Coffeen and Joppa facilities were offered into Zone 4 in the 2015-2016 PRA. The complainants, Public Citizen, Inc., the Illinois Attorney General, and Southwestern Electric Cooperative, Inc., have challenged the results of the PRA as unjust and unreasonable, requested rate relief/refunds and requested changes to the MISO PRA structure going forward. Complainants have also alleged that Dynegy may have engaged in economic or physical withholding in Zone 4 constituting market manipulation in the 2015-2016 PRA. The Independent

ILLINOIS POWER GENERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Interim Periods Ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015

~~Market~~Legal ~~Monitor~~Proceedings for MISO (“MISO IMM”), which was responsible for monitoring the MISO 2015-2016 PRA, determined that all offers were competitive and that no physical or economic withholding occurred. The MISO IMM also stated, in a filing responding to the complaints, that there is no basis for the proposed remedies. Dynegy disputes the allegations and will defend its actions vigorously. Dynegy filed its Answer to these complaints. In addition, the Illinois Industrial Energy Consumers filed a complaint at FERC against MISO on June 30, 2015 requesting prospective changes to the MISO tariff. Dynegy also responded to this complaint.

OnSet ~~October~~forth 1,below ~~2015,~~is ~~FERC~~a ~~issued~~summary anof ~~order~~our ofmaterial ~~non-public,~~ongoing ~~formal~~legal ~~investigation,~~proceedings. We ~~stating~~record accruals for estimated losses from contingencies when available information indicates that ~~shortly~~a ~~after~~loss is probable and the ~~conclusion~~amount of the ~~2015-2016 PRA~~loss, ~~FERC’s~~or ~~Office~~range of ~~Enforcement~~loss, ~~began~~can abe ~~non-public~~reasonably ~~informal~~estimated. In ~~investigation~~addition, ~~into~~we ~~whether~~disclose ~~market~~matters ~~manipulation~~for orwhich ~~other~~management ~~potential~~believes ~~violations~~a ofmaterial ~~FERC~~loss ~~orders,~~is ~~rules~~reasonably ~~and~~possible. In ~~regulations~~all ~~occurred~~instances, ~~before~~management orhas ~~during~~assessed the ~~PRA~~matters ~~(the~~based ~~“Order”).~~on ~~The~~current ~~Order~~information ~~noted~~and ~~that~~made ~~the~~judgments ~~investigation~~concerning istheir ~~ongoing~~potential outcome, ~~and~~giving ~~that~~consideration to the ~~order~~nature ~~converting~~of the ~~informal~~claim, ~~non-public~~the ~~investigation~~amount, toif ~~a formal~~any, ~~non-public~~the ~~investigation~~nature ~~does~~of ~~not~~damages ~~indicate~~sought, ~~that~~and ~~FERC~~the ~~has~~probability ~~determined~~of ~~that~~success. Management ~~any~~regularly ~~entity~~reviews ~~has~~all ~~engaged~~new ininformation ~~market~~with ~~manipulation~~respect orto ~~otherwise~~such ~~violated~~contingencies ~~any~~and ~~FERC~~adjusts ~~order,~~its ~~rule~~assessments orand ~~regulation. Further,~~estimates ~~FERC~~of ~~held~~such acontingencies ~~Staff-led~~accordingly. Because ~~technical~~litigation ~~conference~~is onsubject ~~October~~to 20inherent uncertainties, ~~2015~~including tounfavorable ~~obtain~~rulings ~~further~~or ~~information~~developments, ~~concerning~~it ~~potential~~is ~~changes~~possible tothat the ~~MISO~~ultimate ~~PRA~~resolution ~~structure~~of ~~going~~our ~~forward,~~legal ~~including~~proceedings oncould ~~proposals~~involve ~~made~~amounts bythat ~~complainants. The~~are ~~technical~~different ~~conference~~from ~~did~~our ~~not~~currently ~~address~~recorded ~~the~~accruals ~~ongoing~~and ~~Office~~that ofsuch ~~Enforcement~~differences ~~investigation~~could be material.

~~New~~In ~~Source~~addition ~~Review~~to ~~and~~the ~~Clean~~matters ~~Air~~discussed ~~Litigation. Since 1999~~below, ~~the~~we ~~EPA~~are ~~has~~party ~~been engaged in a nationwide enforcement initiative~~ to ~~determine~~other ~~whether~~routine ~~coal-fired~~proceedings ~~power~~arising ~~plants~~in ~~failed to comply with~~ the ~~requirements~~ordinary course of ~~the~~business. Any ~~New~~accruals ~~Source~~or ~~Review~~estimated ~~and~~losses ~~New~~related ~~Source~~to ~~Performance~~these ~~Standard~~matters ~~provisions~~are ~~under~~not ~~the Clean Air Act (“CAA”) when the plants implemented modifications~~material. ~~The~~In ~~EPA~~management’s ~~initiative~~judgment, ~~focuses~~the onultimate ~~whether~~resolution ~~projects~~of ~~performed~~these atmatters ~~power~~will ~~plants~~not ~~triggered~~have ~~various~~a ~~permitting~~material ~~requirements,~~effect ~~including~~on ~~the~~our ~~need~~financial tocondition, ~~install~~results ~~pollution~~of ~~control~~operations, ~~equipment~~or cash flows.

~~CAA~~Contingencies Section 114 Information Requests. Commencing in 2005, we received a series of information requests from the EPA pursuant to Section 114(a) of the CAA. The requests sought detailed operating and maintenance history data with respect to the Coffeen, Newton and Joppa facilities. In August 2012, the EPA issued a Notice of Violation (“NOV”) alleging that projects performed in 1997, 2006 and 2007 at the Newton facility violated Prevention of Significant Deterioration, Title V permitting and other requirements. The NOV remains unresolved. We believe our defenses to the allegations described in the NOV are meritorious. A decision by the U.S. Court of Appeals for the Seventh Circuit in 2013 held that similar claims older than five years were barred by the statute of limitations. This decision may provide an additional defense to the allegations in the NOV.

~~Ultimate~~MISO ~~resolution~~2015-2016 ofPlanning ~~these~~Resource ~~CAA~~Auction. In ~~matters~~May ~~could~~2015, ~~have~~three acomplaints ~~material~~were ~~adverse~~filed ~~impact~~at onFERC ~~our~~regarding ~~future~~the ~~financial~~Zone 4 ~~condition~~results for the 2015-2016 Planning Resource Auction (“PRA”) conducted by MISO. The Newton, Coffeen, and Joppa facilities were offered into Zone 4 in the 2015-2016 PRA. The complainants, Public Citizen, Inc., the Illinois Attorney General, and Southwestern Electric Cooperative, Inc., have challenged the results of ~~operations~~the PRA as unjust and ~~cash~~unreasonable, ~~flows~~requested rate relief/refunds, and requested changes to the MISO PRA structure going forward. AComplainants ~~resolution~~have ~~could~~also ~~result~~alleged that Dynegy may have engaged in ~~increased~~economic ~~capital~~or ~~expenditures~~physical ~~for~~withholding in Zone 4 constituting market manipulation in the ~~installation~~2015-2016 ofPRA. The ~~pollution~~Independent ~~control~~Market ~~equipment~~Monitor for MISO (“MISO IMM”), ~~increased~~which ~~operations~~was ~~and~~responsible ~~maintenance~~for ~~expenses~~monitoring the MISO 2015-2016 PRA, determined that all offers were competitive and ~~penalties~~that no physical or economic withholding occurred. At The ~~this~~MISO ~~time~~IMM wealso ~~are~~stated, ~~unable~~in a filing responding to ~~make~~the acomplaints, ~~reasonable~~that ~~estimate~~there ofis no basis for the ~~possible~~proposed ~~costs~~remedies. Dynegy disputes the allegations and will defend its actions vigorously. Dynegy filed its Answer to these complaints. In addition, orthe ~~range~~Illinois ofIndustrial ~~costs~~Energy Consumers filed a complaint at FERC against MISO on June 30, ~~that~~2015 ~~might~~requesting beprospective ~~incurred~~changes to ~~resolve~~the ~~these~~MISO ~~matters~~tariff. Dynegy also responded to this complaint.

~~Groundwater. Hydrogeologic~~On ~~investigations~~October 1, 2015, FERC issued an order of non-public, formal investigation, stating that shortly after the ~~coal~~conclusion ~~combustion~~of ~~residuals~~the 2015-2016 PRA, FERC’s Office of Enforcement began a non-public informal investigation into whether market manipulation or other potential violations of FERC orders, rules, and regulations occurred before or during the PRA (the “~~CCR~~Order”). ~~surface~~The ~~impoundments~~Order ~~have~~noted ~~been~~that ~~performed~~the atinvestigation is ongoing, and that the ~~Newton~~order converting the informal, ~~Coffeen~~non-public ~~and~~investigation ~~Joppa~~to ~~facilities. Groundwater~~a ~~monitoring~~formal, ~~results~~non-public investigation does not indicate that FERC has determined that any entity has engaged in market manipulation or otherwise violated any FERC order, rule, or regulation. Further, FERC held a Staff-led technical conference on October 20, 2015, to obtain further information concerning potential changes to the ~~CCR~~MISO ~~surface~~PRA ~~impoundments~~structure atgoing ~~each~~forward, ofincluding on proposals made by complainants. The technical conference did not address the ~~facilities~~ongoing ~~potentially~~Office ~~impact~~of ~~onsite~~Enforcement ~~groundwater~~investigation.

InOn ~~2012~~December 31, 2015, FERC issued an order on the ~~Illinois~~complaints ~~EPA~~requiring ~~issued~~a ~~violation~~number ~~notices~~of ~~with~~prospective ~~respect~~changes to ~~groundwater~~the ~~conditions~~MISO attariff ~~our~~provisions ~~Newton~~associated with calculating Initial Reference Levels and ~~Coffeen~~Local ~~facilities’~~Clearing ~~CCR~~Requirements, ~~surface~~effective ~~impoundments~~as of the 2016-2017 PRA. InUnder ~~February~~the ~~2013~~order, FERC found that the ~~Illinois~~existing ~~EPA~~tariff ~~provided~~provision ~~written~~which ~~notice~~bases ~~that~~Initial itReference ~~may~~Levels ~~pursue~~for ~~legal~~capacity ~~action~~supply ~~with~~offers ~~respect~~on tothe ~~each~~estimated ofopportunity ~~these~~cost ~~matters~~of ~~through~~exporting ~~referral~~capacity to ~~the~~a ~~Illinois~~neighboring ~~Office~~region of(for ~~the~~example, ~~Attorney~~PJM) ~~General~~are no longer just and reasonable. ~~In addition~~Accordingly, inFERC ~~April~~required ~~2015,~~MISO weto ~~submitted~~set anthe ~~assessment~~Initial ~~monitoring~~Reference ~~report~~Level tofor the ~~Illinois~~capacity ~~EPA~~at ~~concerning~~$0 ~~previously~~per ~~reported~~MW-day ~~groundwater~~for ~~quality~~the ~~standard~~2016-2017 ~~exceedances~~PRA. Capacity atsuppliers ~~the~~may ~~Newton~~also ~~facility’s~~request ~~active~~a ~~CCR~~facility-specific ~~landfill. The~~reference ~~report~~level ~~identifies~~from the ~~Newton~~MISO ~~facility’s~~IMM. The ~~inactive~~order ~~unlined~~did ~~landfill~~not asaddress the ~~likely~~arguments ~~source~~ of the ~~exceedances~~complainants ~~and~~regarding ~~recommends~~the ~~various~~2015-2016 ~~measures~~PRA, toand ~~minimize~~stated ~~the~~that ~~effects~~those ofissues ~~that~~remain ~~source~~under onconsideration ~~the~~and ~~groundwater~~will ~~monitoring~~be ~~results~~addressed ofin ~~the~~a ~~active~~future ~~landfill~~order.

InNew ~~April~~Source ~~2013,~~Review ~~Ameren Energy Resources Company filed a proposed site-specific rulemaking with the IPCB which, if approved, would provide for the systematic~~ and ~~eventual~~CAA closure of our CCR surface impoundments that impact groundwater in exceedance of applicable groundwater standards. In October 2013, the Illinois EPA filed a proposed rulemaking with the IPCB that would establish processes governing monitoring, corrective action and closure of CCR surface impoundments at all power generating facilities in Illinois. The Illinois EPA’s proposed rulemaking has been stayed to consider the implications of the federal EPA’s CCR rule. The site-specific rulemaking proposal also has been stayed. In November 2015, the IPCB extended the stay of the Illinois EPA’s proposed rulemaking until early March 2016, at which time the Illinois EPA is required to provide a status report.Matters

AtNew ~~this~~Source ~~time~~Review. Since 1999, wethe ~~cannot~~EPA ~~reasonably~~has ~~estimate~~been ~~the~~engaged ~~costs~~in ora ~~range~~nationwide ofenforcement ~~costs~~initiative ofto ~~resolving~~determine ~~our~~whether ~~Newton,~~coal-fired ~~Coffeen~~power ~~and~~plants ~~Joppa~~failed ~~groundwater~~to ~~matters,~~comply ~~but~~with ~~resolution~~the requirements of ~~these~~the ~~matters~~New ~~may~~Source ~~cause~~Review usand toNew ~~incur~~Source ~~significant~~Performance ~~costs~~Standard ~~that~~provisions ~~could~~under ~~have~~the aCAA ~~material~~when ~~adverse~~the ~~effect~~plants implemented modifications. The EPA’s initiative focuses on ~~our~~whether ~~financial~~projects ~~condition~~performed at power plants triggered various permitting requirements, ~~results~~including ofthe ~~operations~~need ~~and~~to ~~cash~~install ~~flows.~~pollution control equipment.

11CAA Section 114 Information Requests. Commencing in 2005, we received a series of information requests from the EPA pursuant to Section 114(a) of the CAA. The requests sought detailed operating and maintenance history data with respect to the Coffeen, Newton, and Joppa facilities. In August 2012, the EPA issued a Notice of Violation (“NOV”) alleging that

ILLINOIS POWER GENERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Interim Periods Ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015

projects performed in 1997, 2006, and 2007 at the Newton facility violated Prevention of Significant Deterioration, Title V permitting, and other requirements. The NOV remains unresolved. We believe our defenses to the allegations described in the NOV are meritorious. A decision by the U.S. Court of Appeals for the Seventh Circuit in 2013 held that similar claims older than five years were barred by the statute of limitations. This decision may provide an additional defense to the allegations in the NOV.

Ultimate resolution of any of these CAA matters could have a material adverse impact on our future financial condition, results of operations, and cash flows. A resolution could result in increased capital expenditures for the installation of pollution control equipment, increased operations and maintenance expenses, and penalties. At this time we are unable to make a reasonable estimate of the possible costs, or range of costs, that might be incurred to resolve these matters.

Groundwater. Groundwater monitoring results indicate that the coal combustion residuals (“CCR”) surface impoundments at the Newton, Coffeen, and Joppa facilities potentially impact onsite groundwater. In 2012, the Illinois EPA issued violation notices alleging violations of groundwater standards at the Newton and Coffeen facilities’ CCR surface impoundments. In April 2015, we submitted an assessment monitoring report to the Illinois EPA concerning previously reported groundwater quality standard exceedances at the Newton facility’s active CCR landfill. The report identifies the Newton facility’s inactive unlined landfill as the likely source of the exceedances and recommends various measures to minimize the effects of that source on the groundwater monitoring results of the active landfill.

If remediation measures concerning groundwater are necessary at any of our facilities, we may incur significant costs that could have a material adverse effect on our financial condition, results of operations, and cash flows. At this time we cannot reasonably estimate the costs, or range of costs, of remediation, if any, that ultimately may be required.

Commitments

In conducting our operations, we have routinely entered into long-term commodity purchase and sale commitments, as well as agreements that commit future cash flow to the lease or acquisition of assets used in our businesses. These commitments have been typically associated with commodity supply arrangements, capital projects, reservation charges associated with firm transmission, transportation, storage and leases for office space, equipment, design and construction, plant sites, and power generation assets.

Coal Transportation. During the nine months ended September 30, 2015, we executed one new long-term coal transportation contract with an aggregate commitment of $175 million. Under this contract, we have the ability to terminate our obligation beginning in the year 2021, which would reduce our commitment to $62 million.

Indemnifications and Guarantees

In the ordinary course of business, we routinely enter into contractual agreements that contain various representations, warranties, indemnifications, and guarantees. Examples of such agreements include, but are not limited to, service agreements, equipment purchase agreements, engineering and technical service agreements, asset sales agreements, and procurement and construction contracts. Some agreements contain indemnities that cover the other party’s negligence or limit the other party’s liability with respect to third -party claims, in which event we will effectively be indemnifying the other party. Virtually all such agreements contain representations or warranties that are covered by indemnifications against the losses incurred by the other parties in the event such representations and warranties are false. While there is always the possibility of a loss related to such representations, warranties, indemnifications, and guarantees in our contractual agreements, and such loss could be significant, management considers the probability of loss to be remote.

Guaranty Agreement. Genco has provided an uncapped Guaranty Agreement of certain credit support obligations and tax and environmental indemnification obligations of IPH under a transaction agreement with Ameren Corporation (“Ameren”). Certain of the guaranteed obligations under the Guaranty Agreement will survive indefinitely.

~~Guaranty~~Note ~~Agreement. Genco~~8—Related ~~has~~Party provided an uncapped Guaranty Agreement of certain credit support obligations and tax and environmental indemnification obligations of IPH under a transaction agreement with Ameren Corporation. Certain of the guaranteed obligations under the Guaranty Agreement will survive indefinitely. Transactions

Note 9—Related Party Transactions

We have engaged in, and may in the future engage in, affiliate transactions in the normal course of business. These transactions primarily consist of power purchases and sales, and services received or rendered. For a discussion of our material related party agreements, please read Note 11—Related Party Transactions of the Form 10-K.

~~The following table summarizes the affiliate accounts receivable and payable on our unaudited consolidated balance sheets.~~ 10

	September 30, 2015				December 31, 2014
(amounts in millions)	Accounts Receivable, Affiliates		Accounts Payable, Affiliates		Accounts Receivable, Affiliates		Accounts Payable, Affiliates
Power supply agreements	$	41	$	—	$	88	$	—
Services agreement	—		5		—		1
Tax sharing agreement	—		6		—		5
Other (1)	—		10		—		7
Total	$	41	$	21	$	88	$	13

__________________________________________

(1) At September 30, 2015 and December 31, 2014, approximately $8 million and $5 million, respectively, of the accounts payable, affiliate balance is comprised of reimbursable employee benefits paid by a Dynegy subsidiary on behalf of Genco.

ILLINOIS POWER GENERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Interim Periods Ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015

The following table ~~presents~~summarizes the ~~impact~~affiliate ofaccounts ~~related~~receivable ~~party~~and ~~transactions~~payable on our unaudited consolidated ~~statements~~balance ofsheets: ~~operations for the three and nine months ended September 30, 2015 and 2014. It is based primarily on the agreements discussed below and in Note 11—Related Party Transactions of the Form 10-K.~~

			Three Months Ended September 30,								Nine Months Ended September 30,
	March 31, 2016								December 31, 2015
(amounts in millions)	~~Income~~Accounts ~~Statement~~Receivable, ~~Line Item~~Affiliates		~~2015~~		Accounts Payable, Affiliates		~~2014~~		Accounts Receivable, Affiliates		~~2015~~		Accounts Payable, Affiliates		~~2014~~
Power supply agreements	~~Revenues~~$	42	$	~~146~~	$	—	$	~~162~~	$	54	$	~~418~~	$	—	$	~~480~~
Services agreement	~~Operating and maintenance expense~~—		$	7	12		$	10	—		$	26	5		$	31
Tax sharing agreement	—				2				—				3
Other (1)	—				11				—				10
Total	$	42			$	25			$	54			$	18

__________________________________________


(1)	At March 31, 2016 and December 31, 2015, approximately $11 million and $10 million, respectively, of the accounts payable, affiliates balance is comprised of reimbursable employee benefits paid by a Dynegy subsidiary on behalf of Genco.

The following table presents the impact of related party transactions on our unaudited consolidated statements of operations for the three months ended March 31, 2016 and 2015. It is based primarily on the agreements discussed below and in Note 11—Related Party Transactions of the Form 10-K.



		Three Months Ended March 31,
(amounts in millions)	Income Statement Line Item	2016		2015
Power supply agreements	Revenues	$	99	$	142
Services agreement	Operating and maintenance expense	$	8	$	11

Power Supply Agreements

Genco has a PSA with Illinois Power Marketing Company (“IPM”), a subsidiary of IPR, whereby ~~Genco agreed to sell and~~ IPM ~~agreed~~purchases ~~to purchase~~ all of the capacity and energy available from Genco’s generation fleet. IPM entered into a similar PSA with Illinois Power Resources Generating, LLC (“IPRG”). Under the PSAs, IPM revenues are allocated between Genco and IPRG based on reimbursable expenses and generation of each entity. The reimbursable expenses used in the calculation of revenues allocated under the Genco and IPRG PSAs include operation costs in addition to depreciation and interest on debt. Each PSA will continue through December 31, 2022, and from year to year thereafter. Either party to the respective PSA may elect to terminate the PSA by providing the other party with no less than six months advance written notice.

EEI has a PSA with IPM, whereby ~~EEI agreed to sell and~~ IPM ~~agreed~~purchases ~~to purchase~~ all of the capacity and energy available from EEI’s generation fleet. With limited exceptions, the price that IPM pays for capacity is the MISO Local Resources Zone 4 clearing price. IPM pays spot market prices for the associated energy. In addition, EEI will at times purchase energy from IPM to fulfill obligations to a non-affiliated party. The PSA will continue through December 31, 2022. Either party to the PSA may elect to terminate the PSA by providing the other party with no less than six months advance written notice.

Collateral Agreement

Genco has a collateral agreement with IPM pursuant to which IPM may require Genco to provide collateral to IPM to secure obligations of IPM applicable to Genco’s assets. The initial collateral limit for Genco is $15 million and IPM can demand an additional $7.5 million for a total limit not to exceed $22.5 million. There have been no amounts provided under this agreement to date.

Services ~~Agreements~~Agreement

Dynegy and certain of its subsidiaries (collectively, the “Providers”) provide certain services (the “Services”) to IPH, and certain of its consolidated subsidiaries (collectively, the “Recipients”), which includes us and EEI.

The Providers act as agents for the Recipients for the limited purpose of providing the Services set forth in the ~~service~~Services ~~agreements~~Agreements. Prior to the beginning of each fiscal year in which Services are to be provided pursuant to the ~~Service~~Services ~~Agreements~~Agreement, the Providers and the Recipients agree on a budget for the Services, outlining, among other items, the contemplated scope of the Services to be provided in the following fiscal year and the cost of providing the Services. The Recipients will pay the Providers an annual management fee as agreed in the budget. We believe this is a reasonable method of allocating the costs of the Services to us and provides an appropriate reflection of the costs we would have incurred if we operated as an unaffiliated entity.

~~Tax Sharing Agreement~~11

We are included in the consolidated tax returns of Dynegy. Under U.S. federal income tax law, Dynegy files consolidated income tax returns for itself and its subsidiaries. Dynegy is responsible for the federal tax liabilities of its subsidiaries which include the income and business activities of the ring-fenced entities and Dynegy’s other affiliates. Genco and Dynegy entered into a tax sharing agreement on December 2, 2013 that provides that we recognize taxes based on a separate company income tax return basis, as defined in the agreement. The tax sharing arrangement was amended at December 31, 2014 and provides that accumulated taxes payable to Dynegy, and any associated interest, be settled at the discretion of Dynegy or us.

Note 10—Income Taxes

We compute our quarterly taxes under the effective tax rate method based on applying an anticipated annual effective rate to our year-to-date income or loss including our impairment loss of $855 million. Please read Note 4—Fair Value Measurements

ILLINOIS POWER GENERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Interim Periods Ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015

~~for~~an ~~further~~annual ~~details~~management fee as agreed in the budget. ~~Income~~ We ~~taxes~~believe ~~for~~this ~~significant~~is ~~unusual~~a orreasonable ~~extraordinary~~method ~~transactions~~of ~~are~~allocating ~~computed~~the costs of the Services to us and ~~recorded~~provides inan ~~the~~appropriate ~~period~~reflection ~~that~~of the ~~specific~~costs ~~transaction~~we ~~occurs~~would have incurred if we operated as an unaffiliated entity.

~~Note~~Effective ~~11—Pension~~December 31, 2015, we amended the Services Agreement to provide payments to Dynegy for services incurred which may be deferred based on the liquidity of certain of IPH’s subsidiaries as of the current month’s end. Any deferred payments, and ~~Other~~associated ~~Post-Employment~~interest, ~~Benefits~~will be reflected as an affiliate payable to be settled at the discretion of Dynegy or us. The amendment will be in place through 2016 and will be evaluated for extension in the fourth quarter of 2016.

Tax Sharing Agreement

We are included in the consolidated tax returns of Dynegy. Under U.S. federal income tax law, Dynegy files consolidated income tax returns for itself and its subsidiaries. Dynegy is responsible for the federal tax liabilities of its subsidiaries which include the income and business activities of the ring-fenced entities and Dynegy’s other affiliates. Genco and Dynegy entered into a tax sharing agreement on December 2, 2013 that provides that we recognize taxes based on a separate company income tax return basis, as defined in the agreement. The tax sharing arrangement provides that accumulated taxes payable to Dynegy, and any associated interest, be settled at the discretion of Dynegy or us.

Note 9—Income Taxes

We compute our quarterly taxes under the effective tax rate method based on applying an anticipated annual effective rate to our year-to-date income or loss, except for significant unusual or extraordinary transactions. Income taxes for significant unusual or extraordinary transactions are computed and recorded in the period that the specific transaction occurs.

Note 10—Pension and Other Post-Employment Benefits

We offer defined benefit pension and other post-employment benefit plans covering our employees. Separately, our EEI employees and retirees participate in EEI’s single-employer pension and other post-employment plans. We consolidate EEI; therefore, EEI’s plans are reflected in our pension and other post-employment balances and disclosures. Please read Note 14—Savings and Pension and Other Post-Retirement Benefit Plans in our Form 10-K for further discussion.

InComponents ~~August~~of ~~2015,~~Net wePeriodic ~~finalized~~Benefit ~~certain~~Cost ~~new~~(Gain). The ~~collective~~following ~~bargaining~~table ~~agreements~~presents ~~that~~the ~~resulted~~components inof ~~amendments~~our tonet ~~certain~~periodic ~~post-employment~~ benefit ~~plans. As~~cost a(gain) ~~result~~ of ~~these~~the ~~amendments,~~EEI wepension ~~remeasured~~and ~~our~~other post-employment benefit ~~obligations~~plans ~~and~~for the ~~funded~~three ~~status~~months ofended ~~the~~March ~~affected~~31, ~~plans~~2016 ~~using~~and ~~inputs~~2015. Also asreflected ofis ~~July~~an ~~31,~~allocation ~~2015. We~~of ~~recorded~~net aperiodic benefit cost (gain) ~~through~~from ~~accumulated~~our ~~other~~participation ~~comprehensive~~in ~~loss~~Dynegy’s ~~and~~single-employer ~~decreased~~pension ~~our~~and ~~net~~other ~~liability~~post-employment byplans ~~approximately~~for ~~$13~~the ~~million~~three ~~during~~months ~~the~~ended ~~third~~March ~~quarter~~31, of2016 and 2015.

Components of Net Periodic Benefit Cost (Gain). The following table presents the components of our net periodic benefit cost (gain) of the EEI pension and other post-employment benefit plans for the three and nine months ended September 30, 2015 and 2014. Also reflected is an allocation of net periodic benefit costs (gain) from our participation in Dynegy’s single-employer pension and other post-employment plans for the three and nine months ended September 30, 2015 and 2014.



	Pension Benefits						Other Benefits
	Three Months Ended March 31,
(amounts in millions)	2016			2015			2016			2015
Service cost	$	1		$	1		$	—		$	—
Interest cost	1			1			—			1
Expected return on plan assets	(1		)	(1		)	(1		)	(1		)
Net periodic benefit cost (gain)	$	1		$	1		$	(1	)	$	—

	Pension Benefits						Other Benefits
	Three Months Ended September 30,
(amounts in millions)	2015			2014			2015			2014
Service cost	$	1		$	1		$	—		$	1
Interest cost	—			1			1			1
Expected return on plan assets	(1		)	(1		)	(1		)	(1		)
Amortization of:
Prior service credit	1			—			(1		)	(1		)
Actuarial loss	—			—			—			—
Net periodic benefit cost (gain)	1			1			(1		)	—
Total benefit cost (gain)	$	1		$	1		$	(1	)	$	—

Note 11—Subsequent Events

	Pension Benefits						Other Benefits
	Nine Months Ended September 30,
(amounts in millions)	2015			2014			2015			2014
Service cost	$	2		$	2		$	1		$	1
Interest cost	2			3			2			2
Expected return on plan assets	(3		)	(3		)	(3		)	(3		)
Amortization of:
Prior service credit	1			—			(1		)	(3		)
Actuarial loss	—			—			—			2
Net periodic benefit cost (gain)	2			2			(1		)	(1		)
Settlements	—			2			—			—
Total benefit cost (gain)	$	2		$	4		$	(1	)	$	(1	)

Under an agreement with Ameren, an affiliate of Ameren was obligated to pay us after-tax proceeds realized on the 2013 sale of our gas-fired facilities by Ameren to its affiliate in excess of a certain amount within two years of January 31, 2014. In April 2016, we received $14 million related to the sale.

14On May 3, 2016, we announced the shutdown of one of our units at the Newton power generation facility in Newton, Illinois. Subject to the approval of MISO, we expect to shut down the unit (615 MW) this year. This decision was made after Newton failed to recover its basic operating costs in the most recent MISO auction. Factors influencing this action included a low power pricing environment, a lack of capacity revenue, and significant maintenance and environmental expenditures required to appropriately maintain the facility. We will assess the carrying value of our fleet during the second quarter of 2016. Upon the shutdown of the Newton unit, we will have 2,553 MW.

ILLINOIS POWER GENERATING COMPANY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

For the Interim Periods Ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015

Item 2—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read together with the unaudited consolidated financial statements and the notes thereto included in this report and with the audited consolidated financial statements and the notes thereto included in our Form 10-K.

We are an electric generation subsidiary of Illinois Power Resources, LLC, which is an indirect wholly-owned subsidiary of Dynegy. We own and operate a merchant generation business in Illinois. Our current business operations are focused primarily on the unregulated power generation sector of the energy industry.

LIQUIDITY AND CAPITAL RESOURCES

Overview

In this section, we describe our liquidity and capital requirements including our sources and uses of liquidity and capital resources. Our liquidity and capital requirements are primarily a function of our debt maturities and debt service requirements and contractual obligations, capital expenditures (including required environmental expenditures), and working capital needs. Examples of working capital needs include purchases and sales of commodities and associated margin and collateral requirements, facility maintenance costs, and other costs such as payroll. Our primary sources of liquidity are cash flows from operations and cash on hand.

We are organized into a ring-fenced group in order to maintain corporate separateness from Dynegy and its other legal entities. We have an independent director, whose consent is required for certain corporate actions, including material transactions with affiliates. We maintain separate books, records and bank accounts and separately appoint officers. Furthermore, we pay liabilities from our own funds, conduct business in our own name and have restrictions on pledging our assets for the benefit of certain other persons. These provisions restrict the ability to move cash out of Genco without meeting certain requirements as set forth in the governing documents. Our $825 million of senior notes are non-recourse to Dynegy.

At ~~September~~March 3031, ~~2015~~2016, our liquidity consisted of $~~128~~55 million of cash on hand. Due to the ring-fenced nature of IPH and Genco, cash at the IPH and Genco entities may not be moved out of these entities without meeting certain criteria. However, cash at these entities is available to support current operations of these entities. Based on current projections as of ~~September~~March 3031, ~~2015~~2016, we expect daily working capital needs and capital expenditures to be sufficiently covered by our operating cash flows and cash on hand through 2016.

~~The~~We ~~following~~are ~~table~~a ~~presents~~party ~~net~~to ~~cash~~services ~~from~~agreements ~~operating,~~(the ~~investing~~“Services Agreement”) with Dynegy and ~~financing~~certain ~~activities~~of its subsidiaries for the ~~nine~~provision ~~months~~of ~~ended~~certain ~~September~~support 30services. Effective December 31, 2015, we amended the Services Agreements to provide that payments to Dynegy for services incurred may be deferred based on the liquidity of certain IPH subsidiaries as of the current month’s end. Any deferred payments, and ~~2014:~~associated interest, will be reflected as an affiliate payable to be settled at the discretion of Dynegy or us. The amendment will be in place through 2016 and will be evaluated for extension in the fourth quarter of 2016. Please read Note 8—Related Party Transactions for further details.

	Nine Months Ended September 30,
(amounts in millions)	2015			2014
Net cash provided by operating activities	$	45		$	32
Net cash used in investing activities	$	(43	)	$	(36	)
Net cash provided by financing activities	$	—		$	—

As a result of continued weak energy pricing, unsold capacity volumes, on-going required maintenance and environmental expenditures, as well as consideration of a $300 million debt maturity in 2018, Dynegy management has begun a strategic review of Genco which could include restructuring our debt to achieve a more sustainable business model or transitioning ownership.

The following table presents net cash from operating, investing, and financing activities for the three months ended March 31, 2016 and 2015:



	Three Months Ended March 31,
(amounts in millions)	2016			2015
Net cash provided by operating activities	$	6		$	13
Net cash used in investing activities	$	(12	)	$	(12	)
Net cash provided by financing activities	$	—		$	—

Operating Activities

Historical Operating Cash Flows. Cash provided by operations totaled $456 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016. During the period, our power generation business provided cash of $6712 million primarily due to the operation of our power generation facilities, and approximately $152 million of cash provided related to changes in working capital and general and administrative expenses, offset by $378 million in interest payments.

Cash provided by operations totaled $13 million for the three months ended March 31, 2015. During the period, we had sources of $6 million primarily due to the operation of our power generation facilities and approximately $15 million in positive changes in working capital, net of $4 million of increased collateral postings to satisfy our counterparty collateral demands, offset by $8 million in interest payments.

Cash provided by operations totaled $32 million for the nine months ended September 30, 2014. During the period, we had sources of $48 million primarily due to the operation of our power generation facilities and approximately $13 million in positive changes in working capital, net of $4 million of increased collateral postings to satisfy our counterparty collateral demands, offset by $29 million in interest payments.

Future Operating Cash Flows. Our future operating cash flows will vary based on a number of factors, many of which are beyond our control, including the price of power, the prices of coal and their correlation to power prices, collateral requirements, the value of capacity and ancillary services, the run time of our generating facilities, the effectiveness of our commercial strategy and legal requirements.

Collateral Postings. We use a portion of our capital resources in the form of cash and lines of credit to satisfy counterparty collateral demands. Our collateral postings to third parties consisted of aapproximately $515 million ~~line of credit at September 30, 2015~~ and $58 million of cash at ~~December~~March 31, ~~2014. On~~2016 ~~February~~and 26, 2014, Genco entered into a collateral agreement, with a total limit not to exceed $22.5 million, with Illinois Power Marketing Company (“IPM”) pursuant to which Genco may provide collateral to IPM to secure obligations of IPM applicable to Genco’s assets. We have provided no amounts to IPM under this agreement as of SeptemberDecember 3031, 2015~~. Additional collateral support for agreements entered into prior to December 2~~, 2013 will continue to be provided by Ameren Corporation (“Ameren”) through December 2, 2015, after which Genco may be called upon to post collateral through its collateral posting agreement with IPM described aboverespectively. AsPlease ofread ~~September~~Note ~~30,~~2—Accounting ~~2015,~~Policies ~~the~~for ~~amount~~further ~~of collateral posted by Ameren was $12 million~~discussion.

On February 26, 2014, Genco entered into a collateral agreement, with a total limit not to exceed $22.5 million, with Illinois Power Marketing Company (“IPM”) pursuant to which Genco may provide collateral to IPM to secure obligations of IPM applicable to Genco’s assets. We have provided no amounts to IPM under this agreement as of March 31, 2016.

Investing Activities

~~Capital~~Historical ~~Expenditures~~Investing Cash Flows. We had capital expenditures of approximately $4312 million and $3612 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively. These amounts included capitalized interest of $166 million and $155 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, respectively.

Future Investing Cash Flows. Under an agreement with Ameren Corporation (“Ameren”), an affiliate of Ameren was obligated to pay us after-tax proceeds realized on the 2013 sale of Genco’s gas-fired facilities by Ameren to its affiliate in excess of a certain amount within two years of January 31, 2014. In April 2016, we received $14 million related to the sale.

Financing Activities

Historical ~~Cash Flow from~~ Financing ~~Activities~~Cash Flows. During each of the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015, we had no cash flow from financing activities.

Financing Trigger Events. Certain of our financial obligations and all of our senior notes include provisions which, if not met, could require early payment, additional collateral support, or similar actions. The trigger events include the violation of covenants, defaults on scheduled principal or interest payments, including any indebtedness to the extent linked to it by reason of cross-default or cross-acceleration provisions, insolvency events and acceleration of other financial obligations. We do not have any trigger events tied to specified credit ratings or stock price in our debt instruments and are not party to any contracts that require us to issue equity based on credit ratings or other trigger events.

Financial Covenant. Our indenture includes provisions that require us to maintain certain interest coverage and debt-to-capital ratios for us to pay dividends, to make principal or interest payments on subordinated borrowings, to make loans or investments in affiliates, or to incur additional external, third-party indebtedness.

The following table summarizes these required ratios as of and for the three months ended ~~September~~March 3031, ~~2015~~2016:

	Required Ratio	Actual Ratio
Restricted payment interest coverage ratio (1)	≥1.75	1.3805
Additional indebtedness interest coverage ratio (2)	≥2.50	1.3805
Additional indebtedness debt-to-capital ratio (2)	≤60%	8486%

__________________________________________


(1)	As of the date of the restricted payment, as defined, the minimum ratio must have been achieved for the most recently ended four fiscal quarters and projected by management to be achieved for each of the subsequent four six-month periods.

(2) Ratios must be computed on a pro forma basis considering the additional indebtedness to be incurred and the related interest expense. Other borrowings from third-party external sources are included in the definition of indebtedness and are subject to these incurrence tests.14

~~Our~~(2) ~~debt~~Ratios ~~incurrence-related~~must ~~ratio~~be ~~restrictions~~computed ~~under~~on a pro forma basis considering the ~~indenture~~additional ~~may~~indebtedness to be ~~disregarded~~incurred ifand ~~both~~the ~~Moody's~~related ~~and~~interest ~~S&P~~expense. ~~reaffirm~~Other ~~the~~borrowings ~~ratings~~from inexternal, ~~place~~third-party atsources are included in the ~~time~~definition of ~~the~~indebtedness ~~debt~~and ~~incurrence~~are ~~after~~subject ~~considering~~to ~~the~~these ~~additional~~incurrence ~~indebtedness~~tests.

Based on ~~September 30,~~our ~~2015~~actual ~~calculations~~debt incurrence-related ratios noted above, ~~our~~as ~~interest~~of ~~coverage~~March 31, ~~ratios~~2016 we are ~~less~~prohibited ~~than~~from incurring additional third-party indebtedness. Our debt incurrence-related ratio restrictions under the ~~minimum~~indenture ~~ratios~~may ~~required~~be ~~for~~disregarded usif toboth ~~borrow~~Moody's ~~additional~~and ~~funds~~S&P ~~from~~reaffirm ~~external,~~the ~~third-party~~ratings ~~sources.~~in place at the time of the debt incurrence after considering the additional indebtedness.

In order for us to issue securities in the future, we will have to comply with all applicable indenture requirements in effect at the time of any such issuances.

Dividends

Our indenture provides that dividends cannot be paid unless the actual interest coverage ratio for our most recently ended four fiscal quarters and the interest coverage ratios projected by management for each of the subsequent four six-month periods are greater than a specified minimum level. Based on ~~September~~March 3031, ~~2015~~2016 calculations, our interest coverage ratios are less than the minimum ratios required to pay dividends. As a result, we were restricted from paying dividends as of ~~September~~March 3031, ~~2015~~2016. Please read Note 76—Debt for further discussion on indenture provisions.

In order for us to issue securities in the future, we will have to comply with all applicable indenture requirements in effect at the time of any such issuances.

Credit Ratings

In carrying out our commercial business strategy, our current non-investment grade credit ratings have resulted and may result in requirements that we either prepay obligations or post collateral to support our business.

The following table presents the principal credit ratings by Moody’s and S&P effective on the date of this report:

	Moody’s	S&P
Issuer/Corporate	B3Caa3	CCC+
Senior Unsecured	B3Caa3	CCC+

1715

RESULTS OF OPERATIONS

Overview

In this section, we discuss our results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015. Our results of operations and financial position are affected by many factors. Weather, economic conditions, and the actions of key customers or competitors can significantly affect the demand for our services. At the end of this section, we have included our business outlook.

Genco has a PSA with IPM, a subsidiary of IPR, whereby it agreed to sell and IPM agreed to purchase all of the capacity and energy available from its generation fleet. IPM entered into a similar PSA with Illinois Power Resources Generating, LLC (“IPRG”). Under the PSAs, IPM revenues are allocated between Genco and IPRG based on reimbursable expenses and generation of each entity. The reimbursable expenses used in the calculation of revenues allocated under the Genco and IPRG PSAs include operation costs in addition to depreciation and interest on debt. Additionally, the revenues allocated include settled values of derivative instruments entered into by IPM to hedge commodity exposure related to Genco and IPRG generation.

Electric Energy, Inc. (“EEI”) has a PSA with IPM, whereby EEI agreed to sell and IPM agreed to purchase all of the capacity and energy available from EEI’s generation fleet. With limited exceptions, the price that IPM pays for capacity is the MISO Local Resources Zone 4 clearing price. IPM pays spot market prices for the associated energy. In addition, EEI will at times purchase energy from IPM to fulfill obligations to a non-affiliated party.

Ultimately, our sales are subject to market conditions for power. We principally use coal and limited amounts of natural gas for fuel in our operations. The prices for these commodities can fluctuate significantly due to the global economic and political environment, weather, supply, demand, and many other factors. We employ various risk management strategies to reduce our exposure to commodity risk and other risks inherent in our business. As discussed above, IPM may hedge exposures related to our generation through derivative contracts and the settled value under those contracts are allocated to us through the PSAs. The reliability of our facilities, operations and maintenance costs, and capital expenditures are key factors that we seek to control inand ~~order~~ to optimize our results of operations, financial position, and liquidity.

During the third quarter of 2015, several final environmental regulations were enacted which will have an impact on our coal-fired power generation facilities. As a result of these regulations, we performed a strategic review of our assets which incorporated the costs of these regulations, and incorporated a reduced long-term market outlook, caused by MISO’s poorly designed wholesale capacity market that mixes out-of-state regulated generators that receive rate based compensation from their home states to recover costs, with Central and Southern Illinois competitive generators that rely on the capacity market for fair compensation to recover costs. The results of this analysis determined the book value of the Coffeen facility was not recoverable, requiring the facility to be impaired. We conducted a discounted cash flow model of the facility to determine its fair value. For the model, gross margin was based on publicly available forward market quotes for the first two years and internally developed prices thereafter, operations and maintenance expenses and capital expenditures were based on current forecasts and used a plant-specific discount rate of approximately 15%. The model resulted in a fair value of zero for the plant, requiring us to record an impairment charge of $855 million in Impairments and other charges in our unaudited consolidated statements of operations for the three and nine months ended September 30, 2015.16

18Consolidated Summary Financial Information — Three Months Ended March 31, 2016 Compared to Three Months Ended March 31, 2015

~~Consolidated~~The ~~Summary~~following ~~Financial~~table ~~Information~~provides —summary ~~Three~~financial ~~Months~~data ~~Ended~~regarding ~~September~~our ~~30,~~consolidated ~~2015~~results ~~Compared~~of tooperations ~~Three~~for ~~Months~~the ~~Ended~~three ~~September~~months 30ended March 31, ~~2014~~2016 and 2015, respectively:

The following table provides summary financial data regarding our consolidated results of operations for the three months ended September 30, 2015 and 2014, respectively:



	Three Months Ended March 31,						Favorable (Unfavorable) $ Change			Favorable (Unfavorable) % Change
(amounts in millions)	2016			2015			Favorable (Unfavorable) $ Change			Favorable (Unfavorable) % Change
Revenues	$	99		$	143		$	(44	)	(31	)%
Cost of sales, excluding depreciation expense	(57		)	(93		)	36			39	%
Gross margin	42			50			(8		)	(16	)%
Operating and maintenance expense	(29		)	(34		)	5			15	%
Depreciation and amortization expense	(9		)	(25		)	16			64	%
General and administrative expenses	(5		)	(8		)	3			38	%
Operating loss	(1		)	(17		)	16			94	%
Interest expense	(10		)	(10		)	—			—	%
Loss before income taxes	(11		)	(27		)	16			59	%
Income tax benefit	4			11			(7		)	(64	)%
Net loss	(7		)	(16		)	9			56	%
Less: Net loss attributable to noncontrolling interest	(1		)	(1		)	—			—	%
Net loss attributable to Illinois Power Generating Company	$	(6	)	$	(15	)	$	9		60	%

Million Megawatt Hours Generated (1)	2.4			4.1			(1.7		)	(41	)%
IMA for Genco Facilities (2)	91		%	94		%
Average Capacity Factor for Genco Facilities (3)	36		%	60		%
Average Quoted Market Power Prices ($/MWh) (4)
On-Peak: Indiana (Indy Hub)	$	25.61		$	39.27		$	(13.66	)	(35	)%
Off-Peak: Indiana (Indy Hub)	$	20.18		$	28.97		$	(8.79	)	(30	)%

	Three Months Ended September 30,						Favorable (Unfavorable) $ Change			Favorable (Unfavorable) % Change
(amounts in millions)	2015			2014
Revenues	$	146		$	165		$	(19	)	(12	)%
Cost of sales, excluding depreciation expense	(88		)	(121		)	33			27	%
Gross margin	58			44			14			32	%
Operating and maintenance expense	(33		)	(37		)	4			11	%
Impairment and other charges	(855		)	—			(855		)	(100	)%
Depreciation and amortization expense	(25		)	(25		)	—			—	%
Operating loss	(855		)	(18		)	(837		)	NM
Interest expense	(10		)	(10		)	—			—	%
Loss before income taxes	(865		)	(28		)	(837		)	NM
Income tax benefit	348			11			337			NM
Net loss	(517		)	(17		)	(500		)	NM
Less: Net income attributable to noncontrolling interest	2			—			2			100	%
Net loss attributable to Illinois Power Generating Company	$	(519	)	$	(17	)	$	(502	)	NM
Million Megawatt Hours Generated	3.7			5.2			(1.5		)	(29	)%
IMA for Genco Facilities (1)	89		%	94		%
Average Capacity Factor for Genco Facilities (2)	55		%	77		%
Average Quoted Market Power Prices ($/MWh) (3)
On-Peak: Indiana (Indy Hub)	$	33.09		$	37.90		$	(4.81	)	(13	)%
Off-Peak: Indiana (Indy Hub)	$	23.37		$	27.57		$	(4.20	)	(15	)%

________________________________________

(1) ~~IMA~~Includes isEEI ~~an internal measurement calculation that reflects the percentage of~~ generation ~~available~~at ~~during~~100 ~~periods when market prices are such that these units could be profitably dispatched~~percent. ~~This calculation excludes certain events outside of management control such as weather related issues.~~

(2) ~~Reflects~~IMA ~~actual~~is ~~production~~an asinternal ameasurement calculation that reflects the percentage of generation available ~~capacity~~during periods when market prices are such that these units could be profitably dispatched. This calculation excludes certain events outside of management control such as weather related issues.

(3) Reflects ~~the~~actual ~~average~~production ofas ~~day-ahead~~a ~~quoted~~percentage ~~prices~~of ~~for~~available ~~the periods presented and does not necessarily reflect prices we realized~~capacity.


(4)	Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.

Discussion of Consolidated Results of Operations

Revenues. Revenues decreased primarily by $1944 million from $~~165~~143 million for the three months ended ~~September~~March 3031, ~~2014~~2015 to $~~146~~99 million for the three months ended ~~September~~March 3031, ~~2015~~2016. The decrease is due to ~~lower~~$23 ~~energy~~million in lower revenues ~~received~~allocated to us through the PSAs ~~related~~as toa ~~lower~~result ~~market~~of ~~prices~~decreased asgeneration avolumes ~~result~~due ofto milder weather, ~~which~~in ~~was~~2016. Also ~~offset~~contributing byto ~~increased~~the ~~capacity~~decrease ~~revenue~~is ~~received~~$22 ~~through~~million ~~the~~of ~~PSAs~~lower ~~from~~reimbursed ~~higher~~costs ~~capacity~~relating ~~clearing~~to ~~prices~~operating ~~for~~and ~~the~~maintenance ~~three~~expense, ~~months~~general ~~ended~~and ~~September~~administrative 30expenses, ~~2015~~and ~~compared~~depreciation toexpense. Each ~~the~~of ~~three~~these ~~months~~expense ~~ended~~items ~~September~~is ~~30,~~discussed ~~2014~~separately below.

Cost of Sales. Cost of sales decreased by $3336 million from $~~121~~93 million for the three months ended ~~September~~March 3031, ~~2014~~2015 to $8857 million for the three months ended ~~September~~March 3031, ~~2015~~2016. The decrease is primarily due to ~~lower~~a ~~coal~~decrease ~~and~~of ~~coal~~$22 million in rail and transportation expense and a decrease of $14 million in lower coal costs due to ~~less~~decreased generation volumes as a result of milder weather during the three months ended ~~September~~March 3031, ~~2015~~2016.

Operating and Maintenance Expense. Operating and maintenance expense decreased by $45 million from $3734 million for the three months ended ~~September~~March 3031, ~~2014~~2015 to $3329 million for the three months ended ~~September~~March 3031, ~~2015,~~2016. The ~~primarily due to a~~ decrease ofwas $3primarily ~~million in the services agreement fee caused by a decrease in the allocation rate.~~

1917

~~Impairment~~due ~~and~~to ~~other~~a ~~charges. Increase~~decrease in ~~impairments~~capital isremoval ~~due~~cost toand anlabor ~~impairment~~related ~~charge~~to ~~against the carrying value of~~ our ~~Coffeen~~Newton ~~generation~~ facility ~~during~~and ~~the~~lower ~~three~~accretion ~~months~~expenses ~~ended~~related ~~September~~to ~~30,~~our ~~2015. Please~~EEI ~~read~~and ~~Note~~Newton ~~4—Fair Value Measurements for further discussion~~facilities.

~~Income~~General ~~Tax~~and ~~Benefit~~Administrative Expenses. WeGeneral ~~reported~~and aadministrative ~~$348~~expenses ~~million~~decreased ~~income~~by ~~tax~~$3 ~~benefit~~million from ~~continuing~~$8 ~~operations~~million for the three months ended ~~September~~March 3031, 2015, ~~compared~~ to an $115 million ~~income tax benefit from continuing operations~~ for the three months ended ~~September~~March 3031, ~~2014~~2016. The ~~increase~~decrease inof ~~the~~$3 ~~benefit~~million is primarily ~~related~~due to ~~the~~a ~~increase~~decrease in ~~our pretax loss when comparing~~ the ~~two~~allocation ~~periods,~~of ~~mainly~~service ~~attributable~~agreement toexpenses anperiod ~~impairment~~over ~~charge during the three months ended September 30, 2015~~period.

~~Consolidated~~Depreciation ~~Summary~~and ~~Financial~~Amortization ~~Information~~Expense. Depreciation —and ~~Nine~~amortization ~~Months~~expense ~~Ended~~decreased ~~September~~by 30$16 million from $25 million for the three months ended March 31, 2015 ~~Compared~~ to ~~Nine~~$9 ~~Months~~million ~~Ended~~for ~~September~~the 30three months ended March 31, ~~2014~~2016. The decrease of $16 million is primarily due to a reduction in the depreciable asset base as a result of the impairment of our Coffeen assets during third quarter of 2015.

~~The~~Income ~~following~~Tax ~~table~~Benefit. We ~~provides~~reported ~~summary~~an ~~financial~~income ~~data~~tax ~~regarding~~benefit ~~our~~of ~~consolidated~~$4 ~~results~~million ofand ~~operations~~$11 million for the ~~nine~~three months ended ~~September 30~~March 31, ~~2015~~2016 and ~~2014~~March 31, 2015, respectively:. The decrease in the benefit is primarily related to the decrease in our loss before income taxes when comparing the two periods.

	Nine Months Ended September 30,						Favorable (Unfavorable) $ Change			Favorable (Unfavorable) % Change
(amounts in millions)	2015			2014
Revenues	$	420		$	483		$	(63	)	(13	)%
Cost of sales, excluding depreciation expense	(265		)	(340		)	75			22	%
Gross margin	155			143			12			8	%
Operating and maintenance expense	(121		)	(120		)	(1		)	(1	)%
Impairment and other charges	(855		)	—			(855		)	(100	)%
Depreciation and amortization expense	(75		)	(73		)	(2		)	(3	)%
Operating loss	(896		)	(50		)	(846		)	NM
Interest expense	(29		)	(30		)	1			3	%
Loss before income taxes	(925		)	(80		)	(845		)	NM
Income tax benefit	373			32			341			NM
Net loss	(552		)	(48		)	(504		)	NM
Less: Net income (loss) attributable to noncontrolling interest	(1		)	2			(3		)	(150	)%
Net loss attributable to Illinois Power Generating Company	$	(551	)	$	(50	)	$	(501	)	NM
Million Megawatt Hours Generated	11.4			14.5			(3.1		)	(21	)%
IMA for Genco Facilities (1)	92		%	91		%
Average Capacity Factor for Genco Facilities (2)	55		%	71		%
Average Quoted Market Power Prices ($/MWh) (3)
On-Peak: Indiana (Indy Hub)	$	35.17		$	51.53		$	(16.36	)	(32	)%
Off-Peak: Indiana (Indy Hub)	$	25.41		$	33.68		$	(8.27	)	(25	)%

________________________________________

(1) IMA is an internal measurement calculation that reflects the percentage of generation available during periods when market prices are such that these units could be profitably dispatched. This calculation excludes certain events outside of management control such as weather related issues.

(2) Reflects actual production as a percentage of available capacity.

(3) Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.

Discussion of Consolidated Results of Operations

Revenues. Revenues decreased by $63 million from $483 million for the nine months ended September 30, 2014 to $420 million for the nine months ended September 30, 2015. The decrease is due to lower energy revenues received through the PSAs as the result of decreased market prices primarily related to milder weather in 2015 and planned outages at our EEI and Newton facilities, offset by increased capacity revenue received through the PSAs from higher capacity clearing prices for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014.

Cost of Sales. Cost of sales decreased by $75 million from $340 million for the nine months ended September 30, 2014 to $265 million for the nine months ended September 30, 2015. The decrease is primarily due to $75 million in lower coal costs due to planned outages and decreased generation as a result of milder weather during the nine months ended September 30, 2015.

Operating and Maintenance Expense. Operating and maintenance expense increased by $1 million from $120 million for the nine months ended September 30, 2014 to $121 million for the nine months ended September 30, 2015 primarily due to an increase in accretion expense caused by an upward revision in ARO liability at the end of 2014 and increased planned outage expenses of $5 million, offset by a decrease in the services agreement fee due to a lower allocation rate of the same amount.

Impairment and other charges. Increase in impairments is due to an impairment charge against the carrying value of our Coffeen generation facility during the nine months ended September 30, 2015. Please read Note 4—Fair Value Measurements for further discussion.

Income Tax Benefit. We reported an income tax benefit of $373 million and $32 million for the nine months ended September 30, 2015 and September 30, 2014, respectively. The increase in the benefit is primarily related to the increase in our pretax loss when comparing the two periods, mainly attributable to an impairment charge during the nine months ended September 30, 2015.

Outlook

AsOn ofMay ~~October 19~~3, ~~2015~~2016, ~~our~~we ~~expected~~announced ~~remaining~~the ~~2015~~shutdown ~~coal~~of ~~requirements~~one ~~are~~of ~~fully~~our ~~contracted~~units ~~and~~at 96the ~~percent~~Newton ~~priced~~power generation facility in Newton, Illinois. ~~Our~~Subject ~~forecasted~~to ~~coal~~the ~~requirements~~approval ~~for~~of ~~2016~~MISO, ~~are~~we 84expect ~~percent~~to ~~contracted~~shut ~~and~~down 65the ~~percent~~unit ~~priced~~(615 MW) this year. WeThis ~~look~~decision was tomade ~~procure~~after ~~and~~Newton ~~price~~failed ~~additional~~to ~~fuel~~recover ~~opportunistically. Our~~its ~~coal~~basic ~~transportation~~operating ~~requirements~~costs ~~are~~in ~~fully~~the ~~contracted~~most ~~for~~recent ~~2015~~MISO ~~and 2016~~auction. ~~Our~~Factors ~~coal~~influencing ~~transportation~~this ~~requirements~~action ~~are~~included ~~approximately~~a 77low ~~percent~~power ~~contracted~~pricing ~~for~~environment, ~~2017~~a tolack ~~2019. In~~of ~~addition~~capacity revenue, weand ~~recently~~significant ~~entered~~maintenance ~~into~~and aenvironmental ~~new~~expenditures ~~long-term~~required ~~transportation~~to ~~agreement~~appropriately ~~for~~maintain the ~~Joppa~~ facility. ~~The~~Upon ~~new~~the ~~Joppa~~shutdown ~~transport~~of ~~contract~~the ~~will~~Newton ~~begin~~unit, inwe ~~2018~~will ~~and~~have is2,553 ~~also~~MW. Please aread ~~reduction~~Note ~~from~~11—Subsequent ~~the~~Events ~~2017~~for ~~rate~~further discussion.

~~Through~~Additionally ~~IPM,~~on weMay ~~commercialize~~3, ~~our~~2016, ~~assets~~Dynegy ~~through~~announced athat ~~combination~~it ofwill ~~physical~~immediately ~~participation~~begin ina ~~the~~strategic ~~MISO~~review ~~markets~~of ~~and~~Genco ~~bilateral~~as ~~capacity~~a ~~sales. For~~result ~~Planning~~of ~~Year~~continued ~~2013-2014,~~weak ~~Local~~energy ~~Resource Zone 4 cleared at $1.05 per MW-day. For Planning Year 2014-2015~~pricing, ~~Local~~unsold ~~Resource~~capacity ~~Zone 4 cleared at $16.75 per MW-day. For Planning Year 2015-2016~~volumes, ~~Local Resource Zone 4 cleared at $150 per MW~~on-~~day~~going ~~with~~required ~~1,403~~maintenance MWand ~~sold,~~environmental ~~including 996 MW that are expected to cover obligations which are realized through the PSAs~~expenditures, ~~leaving~~as ~~407~~well MWas ~~that~~consideration ~~will~~of ~~receive~~a ~~the~~ $~~150~~300 ~~per~~million ~~MW-day~~debt ~~clearing~~maturity ~~price~~in 2018. WeSuch ~~expect~~review ~~asset~~could ~~retirements~~include ~~and~~restructuring ~~confirmed~~our ~~future~~$825 ~~capacity~~million ~~exports~~debt ~~from MISO~~ to ~~PJM~~achieve ~~to continue shrinking the supply of generation in the market. MISO has~~ a ~~Planning~~more ~~Reserve~~sustainable ~~Margin~~business ofmodel ~~15.2~~or ~~percent~~transitioning ~~and~~ownership ~~has~~to ~~forecasted~~our ~~reserve margins of 16~~debtholders.1 Please ~~percent~~read ~~for~~Note ~~Planning Year 2016-2017, 16.~~6—Debt ~~percent~~ for ~~Planning~~further ~~Year 2017-2018, 16~~discussion.~~0 percent for Planning Year 2018-2019, 15.2 percent for Planning Year 2019-2020 and 14.7 percent for Planning Year 2020-2021.~~

InAs ~~May~~of ~~2015~~April 19, ~~three~~2016, ~~complaints~~our ~~were~~expected ~~filed~~remaining ~~at FERC regarding the Zone 4 results for the 2015-~~2016 ~~Planning~~coal ~~Resource~~requirements ~~Auction~~are ~~(“PRA”)~~97 ~~conducted~~percent bycontracted ~~MISO. The Newton, Coffeen~~ and ~~Joppa~~77 ~~facilities~~percent ~~were offered into Zone 4 in the 2015-2016 PRA~~priced. ~~The~~Excluding ~~complainants, Public Citizen, Inc.,~~ the ~~Illinois~~planned ~~Attorney General~~shutdown, ~~and~~our ~~Southwestern~~forecasted ~~Electric~~coal ~~Cooperative, Inc.,~~requirements ~~have~~for ~~challenged~~2017 ~~the~~are ~~results~~79 ofpercent ~~the~~contracted ~~PRA as unjust~~ and ~~unreasonable,~~60 ~~requested~~percent ~~rate~~priced. We ~~relief/refunds~~look ~~and requested changes~~ to ~~the~~procure ~~MISO~~and ~~PRA structure~~price ~~going~~additional ~~forward~~fuel opportunistically. ~~Complainants~~Our ~~have~~coal ~~also~~transportation ~~alleged~~requirements ~~that~~are ~~Dynegy~~fully ~~may~~contracted ~~have~~for ~~engaged in economic or physical withholding in Zone 4 constituting market manipulation in the 2015-~~2016 ~~PRA~~and 2017. ~~The~~Excluding ~~Independent Market Monitor for MISO (“MISO IMM”), which was responsible for monitoring~~ the ~~MISO~~planned ~~2015-2016 PRA~~shutdown, ~~determined~~our ~~that~~coal ~~all~~transportation ~~offers~~requirements ~~were~~are ~~competitive~~approximately ~~and~~65 ~~that~~percent nocontracted ~~physical~~for or2018 ~~economic~~to ~~withholding occurred~~2020. ~~The~~ In ~~MISO~~addition, ~~IMM~~we ~~also~~recently ~~stated,~~entered ininto a ~~filing~~new ~~responding~~long-term totransportation ~~the~~agreement ~~complaints, that there is no basis~~ for the ~~proposed~~Joppa ~~remedies~~facility. In The ~~addition,~~new ~~the~~Joppa ~~Illinois~~transport ~~Industrial~~contract ~~Energy~~will ~~Consumers~~begin ~~filed~~in a2018 ~~complaint~~and atis ~~FERC~~also ~~against~~a ~~MISO~~reduction onfrom ~~June 30, 2015 requesting prospective changes to~~ the ~~MISO~~2017 ~~tariff~~rate.

OnThrough ~~October 1~~IPM, ~~2015,~~we ~~FERC~~sell ~~issued~~our ancapacity ~~order~~through offive ~~non-public,~~main ~~formal~~channels ~~investigation,~~to ~~stating~~market: ~~that~~bilateral ~~shortly~~sales, ~~after~~wholesale ~~the~~transactions, ~~conclusion~~retail ~~of the 2015-2016 PRA~~sales, ~~FERC’s~~PJM ~~Office of Enforcement began a non-public informal investigation into whether market manipulation or other potential violations of FERC orders~~exports, ~~rules~~ and ~~regulations~~the ~~occurred~~MISO ~~before~~capacity ~~or during the PRA~~auction. The ~~Order~~MISO ~~noted~~capacity ~~that~~auction ~~the investigation~~ is ~~ongoing,~~typically ~~and~~our ~~that~~final ~~the~~opportunity ~~order~~to ~~converting~~market the ~~informal,~~remaining ~~non-public~~capacity ~~investigation~~in toMISO. For aPlanning ~~formal,~~Year ~~non~~2014-~~public~~2015, ~~investigation~~Local ~~does~~Resource ~~not~~Zone ~~indicate~~4 ~~that~~cleared ~~FERC~~at ~~has~~$16.75 ~~determined~~per ~~that~~MW-day. For ~~any~~Planning ~~entity~~Year ~~has~~2015-2016, ~~engaged~~Local inResource ~~market~~Zone ~~manipulation~~4 orcleared ~~otherwise~~at ~~violated~~$150 ~~any~~per ~~FERC~~MW-day ~~order~~with 1,403 ~~rule~~MW ~~or regulation. Further~~sold, ~~FERC~~including ~~held~~996 aMW ~~Staff-led~~that ~~technical~~are ~~conference~~expected ~~on October 20, 2015~~ to ~~obtain~~cover ~~further~~obligations ~~information~~which ~~concerning~~are ~~potential~~realized ~~changes~~through to the ~~MISO~~PSAs, ~~PRA~~leaving ~~structure~~407 ~~going~~MW ~~forward,~~that ~~including~~will onreceive ~~proposals~~the ~~made~~$150 byper ~~complainants~~MW-day clearing price. ~~The~~For ~~technical~~Planning ~~conference~~Year ~~did~~2016-2017, ~~not~~Local ~~address~~Resource ~~the~~Zone ~~ongoing~~4 ~~Office~~cleared ofat ~~Enforcement~~$72 ~~investigation. Please~~per ~~read~~MW-day ~~Note~~with ~~8—Commitments~~no ~~and~~volumes ~~Contingencies-MISO~~sold ~~2015-2016~~incremental ~~Planning~~to ~~Resource~~our ~~Auction~~load ~~for further information~~obligations.

~~Through~~A ~~IPM,~~majority weof ~~also~~the ~~sell~~Mercury aand ~~portion~~Air ofToxic ~~our~~Standards ~~capacity~~(“MATS”) ~~into~~related ~~the~~asset ~~PJM~~retirements ~~control~~will ~~area. Capacity~~conclude ~~market~~this ~~prices~~year; ~~within~~however, ~~PJM~~we ~~are~~expect ~~consistently~~economic ~~higher~~retirements ~~than~~to ~~within~~continue reducing reserve margins in MISO. InMISO ~~addition,~~has ~~PJM~~a ~~holds~~Planning ~~auctions~~Reserve ~~several~~Margin ~~years~~of in15.2 ~~advance~~percent and has forecasted reserve margins of 16. In1 ~~PJM,~~percent wefor ~~cleared~~Planning noYear ~~volume~~2016-2017, in16.6 ~~the~~percent for Planning Year ~~2014~~2017-~~2015~~2018, ~~Base~~16.0 ~~Residual~~percent ~~Auction~~for ~~(“BRA”)~~Planning ~~and~~Year ~~150~~2018-2019, MW15.2 inpercent ~~the~~for Planning Year ~~2015~~2019-~~2016~~2020, ~~BRA~~and 14.7 percent for Planning Year 2020-2021.

21Through IPM, we also sell a portion of our capacity into the PJM control area. Beginning on June 1, 2016, our Coffeen and Newton facilities will have 458 MW, or 15 percent of our capacity, that is electrically tied to and becomes baseload generation for PJM through pseudo-tie arrangements. PJM’s capacity market construct is more favorable than MISO’s due to (i) a 3 year forward auction versus a prompt year auction in MISO, (ii) a sloped demand curve versus the vertical demand curve in MISO, and (iii) minimum offer price rule in PJM versus vertically integrated utilities offering in at a zero price in MISO.

PJM has begun the transition of the PJM capacity market to ~~its~~the ~~Capacity Performance (“~~CP”) product. On August 26-27, 2015, PJM held a transitional CP auction to convert up to 60 percent of PJM’s capacity needs for Planning Year 2016-2017 from legacy capacity to CP. On September 3-4, 2015, PJM held a transitional CP auction to convert 70 percent of PJM’s capacity needs for Planning Year 2017-2018 from legacy capacity to CP. On August 10-14, 2015, PJM held the Base Residual Auction (“BRA”) to procure CP for 80 percent and Base for ~~20 percent of PJM’s capacity needs for the Planning Year 2018-2019.~~

In the Planning Year 2016-2017 Transitional Auction, Genco converted its previously committed 425 MW of legacy capacity to 434 MW of CP. In the Planning Year 2017-2018 Transitional Auction, Genco converted 260 MW of its 416 MW legacy capacity to CP retaining 156 MW as legacy capacity. CP increased previous BRA prices from $59 per MW-day to $134 per MW-day for Planning Year 2016-2017; and $120 per MW-day to $152 per MW-day for Planning Year 2017-2018. CP for Planning Year 2018-2019 cleared $165 per MW-day. We have also secured one segment of the transmission path required to offer an additional 240 MW of capacity and energy into PJM. 18

20 percent of PJM’s capacity needs for Planning Year 2018-2019. PJM will procure 100 percent CP for all resources beginning with Planning Year 2020-2021.

In PJM, we cleared no volume in the Planning Year 2014-2015 BRA and 150 MW in the Planning Year 2015-2016 BRA. In the Planning Year 2016-2017 Transitional Auction, Genco converted its previously committed 425 MW of legacy capacity to 434 MW of CP. In the Planning Year 2017-2018 Transitional Auction, Genco converted 260 MW of its 416 MW legacy capacity to CP retaining 156 MW as legacy capacity. CP increased previous BRA prices from $59 per MW-day to $134 per MW-day for Planning Year 2016-2017 and $120 per MW-day to $152 per MW-day for Planning Year 2017-2018. CP for Planning Year 2018-2019 cleared $165 per MW-day. We have also secured one segment of the transmission path required to offer an additional 240 MW of capacity and energy into PJM. The Planning Year 2019-2020 auction will conclude on May 24, 2016.

In May 2015, three complaints were filed at FERC regarding the Zone 4 results for the 2015-2016 Planning Resource Auction (“PRA”) conducted by MISO. The Newton, Coffeen, and Joppa facilities were offered into Zone 4 in the 2015-2016 PRA. The complainants, Public Citizen, Inc., the Illinois Attorney General, and Southwestern Electric Cooperative, Inc., have challenged the results of the PRA as unjust and unreasonable, requested rate relief/refunds, and requested changes to the MISO PRA structure going forward. Complainants have also alleged that Dynegy may have engaged in economic or physical withholding in Zone 4 constituting market manipulation in the 2015-2016 PRA. The Independent Market Monitor for MISO (“MISO IMM”), which was responsible for monitoring the MISO 2015-2016 PRA, determined that all offers were competitive and that no physical or economic withholding occurred. The MISO IMM also stated, in a filing responding to the complaints, that there is no basis for the proposed remedies. Dynegy complied fully with the terms of the MISO tariff in connection with the 2015-2016 PRA. In addition, the Illinois Industrial Energy Consumers filed a complaint at FERC against MISO on June 30, 2015 requesting prospective changes to the MISO tariff.

On October 1, 2015, FERC issued an order of non-public, formal investigation, stating that shortly after the conclusion of the 2015-2016 PRA, FERC’s Office of Enforcement began a non-public informal investigation into whether market manipulation or other potential violations of FERC orders, rules, and regulations occurred before or during the PRA. The Order noted that the investigation is ongoing, and that the order converting the informal, non-public investigation to a formal, non-public investigation does not indicate that FERC has determined that any entity has engaged in market manipulation or otherwise violated any FERC order, rule, or regulation. Further, FERC held a Staff-led technical conference on October 20, 2015 to obtain further information concerning potential changes to the MISO PRA structure going forward, including proposals made by complainants. The technical conference did not address the ongoing Office of Enforcement investigation.

On December 31, 2015, FERC issued an order on the complaints requiring a number of prospective changes to the MISO tariff provisions associated with calculating Initial Reference Levels and Local Clearing Requirements, effective as of the 2016-2017 PRA. Under the order, FERC found that the existing tariff provision, which bases Initial Reference Levels for capacity supply offers on the estimated opportunity cost of exporting capacity to a neighboring region (for example, PJM), is no longer just and reasonable. Accordingly, FERC required MISO to set the Initial Reference Level for capacity at $0 per MW-day for the 2016-2017 PRA. Capacity suppliers may also request a facility-specific reference level from the MISO IMM. The order did not address the other arguments of the complainants regarding the 2015-2016 Auction, and stated that those issues remain under consideration and will be addressed in a future order.

Environmental and Regulatory Matters

Please read Item 1. Business-Environmental Matters in our Form 10-K ~~and Item 2. Results of Operations-Outlook-Environmental and Regulatory Matters in our Form 10-Q~~ for ~~the period ended March 31, 2015 and June 30, 2015 for~~ a detailed discussion of our environmental and regulatory matters.

The Clean Air Act

~~National Ambient Air Quality Standards (“NAAQS”)~~MATS. OnIn ~~October~~April 12016, ~~2015,~~ the EPA issued a final ~~rule~~finding ~~lowering~~that ~~the~~consideration ~~primary~~of ~~and~~cost ~~secondary~~does ~~NAAQS~~not ~~for~~change ~~ground-level~~the ~~ozone~~Agency’s ~~from~~determination 75that toregulation 70of ~~parts~~Hazardous ~~per~~Air ~~billion. In~~Pollutants ~~accordance~~emissions ~~with~~from ~~the~~coal- ~~CAA, the EPA anticipates designating attainment~~ and ~~nonattainment~~oil-fired ~~areas~~Electric ~~for~~Generating ~~the~~Units ~~2015~~is ~~ozone~~appropriate ~~NAAQS~~and bynecessary ~~October~~under 1,CAA ~~2017~~section 112. ~~State~~Numerous ~~implementation~~states ~~plans~~have petitioned for ~~the~~Supreme ~~new~~Court ~~ozone~~review ~~NAAQS~~of ~~generally~~the ~~would~~D.C. beCircuit’s ~~due~~decision inremanding ~~2020-2021. Based on~~ the ~~severity~~MATS ofrule ~~nonattainment~~without ~~designation,~~vacating ~~nonattainment areas would be required~~ to ~~achieve~~consider ~~compliance between 2020 and 2037~~cost.

In ~~August~~March ~~2015~~2016, the EPA ~~issued~~finalized acorrections ~~final rule regarding the 2010 one-hour SO2 NAAQS that requires air agencies~~ to ~~characterize~~its ~~air~~November ~~quality~~2014 ~~around~~MATS ~~sources that emit 2,000 tons per year or more of SO2 using either ambient air quality measured at monitors or modeling of source emissions. The~~ rule ~~requires~~revisions ~~air~~addressing ~~agencies~~startup toand ~~identify,~~shutdown bymonitoring ~~July 2016, sources with SO2 emissions above 2,000 tons per year~~instrumentation. ~~For~~With ~~source~~adoption ~~areas~~of ~~that will be evaluated through air quality modeling,~~ the ~~modeling analysis must be submitted to the EPA by January 2017. For source areas that will be evaluated through air quality monitoring~~corrections, ~~air~~our ~~quality~~startup ~~data will be collected for years 2017 through 2019. The rule will lead to the development of data that informs attainment~~ and ~~nonattainment~~shutdown ~~area~~instrumentation ~~designations~~extension ~~for~~requests ~~the 2010 one-hour SO2 NAAQS that~~ are required by a court order to occur over the period July 2016 through December 2020. The EPA anticipates making final area designations for the majority of the country by December 2017, except for areas with new monitoring networks that begin operation in 2017 for which final designations would be made by December 2020. For areas designated nonattainment in 2017, the EPA anticipates state implementation plans (SIPs) would be due in August 2019. For areas designated nonattainment in 2020, the EPA anticipates SIPs would be due in August 2022. Areas designated nonattainment must achieve attainment no ~~later~~longer ~~than five years after designation~~needed.

The nature and scope of potential future requirements concerning the 2015 ozone NAAQS and 2010 one-hour SO2 NAAQS cannot be predicted with confidence at this time. A future requirement for additional emission reductions of NOx or SO2 at any of our coal-fired generating facilities for purposes of the 2010 one-hour SO2 NAAQS or 2014 ozone NAAQS may result in significantly increased compliance costs and could have a material adverse effect on our financial condition, results of operations and cash flows.

The Clean Water Act

~~Effluent~~Cooling ~~Limitation~~Water ~~Guidelines~~Intake ~~(“ELG”)~~Structures. OnAt ~~September~~this 30time, ~~2015,~~we estimate the ~~EPA~~cost ~~issued~~of aour ~~final~~compliance ~~rule~~with ~~revising~~ the ~~ELG~~cooling ~~for~~water ~~steam~~intake ~~electric~~structure ~~power generation units. The ELG final~~ rule ~~establishes~~will ~~new~~be orapproximately ~~additional~~$5 ~~requirements~~million, ~~for wastewater streams associated~~ with ~~steam~~the ~~electric~~majority ~~power~~of ~~generation~~spend ~~processes~~in ~~and~~the ~~byproducts,~~2020-2023 ~~including flue gas desulfurization, fly ash, bottom ash and flue gas mercury control~~timeframe. ~~For~~Our ~~EGUs~~estimate ~~greater~~could ~~than~~change 50materially ~~MW,~~depending ~~the~~upon ~~final rule establishes~~ a ~~zero~~variety ~~discharge~~of ~~standard for bottom ash transport water~~factors, ~~fly~~including ~~ash~~site-specific ~~transport~~determinations ~~water~~made ~~and~~by flue gas mercury control wastewater. The rule also establishes effluent limits for flue gas desulfurization wastewaters based on chemical precipitation and biological treatment. Existing EGUs are required to comply with the ~~discharge~~Illinois ~~limits~~EPA in ~~the~~implementing ~~ELG final rule by a date determined by the permitting authority that is as soon as possible beginning November 1, 2018, but no later than December 31, 2023.~~

We are currently evaluating the ELG final rule and the CCR rule to determine whether current management of CCR, including beneficial reuse, and the use of the CCR surface impoundments should be altered. We are also evaluating the potential costs to comply with these regulations, which could be material. The ELG final rule’s zero discharge standard on bottom ash transport water on all units greater than 50 MW may add material compliance costs to our preliminary cost estimate of approximately 19

22the rule, the results of impingement and entrainment studies required by the rule, the results of site-specific engineering studies, and the outcome of litigation concerning the rule.

~~$46~~Effluent ~~million~~Limitation ~~for~~Guidelines ~~compliance~~(“ELG”). We ~~with~~have evaluated the ELG final rule, ~~which~~and wethe ~~are~~Coal ~~currently~~Combustion ~~reviewing. The~~Residuals ~~majority~~(“CCR”) ofrule ~~ELG~~in ~~compliance~~light ~~spend~~of isour ~~expected~~current tomanagement ~~occur~~of inCCR, ~~the~~including ~~2018-2023~~beneficial ~~timeframe~~reuse. ~~Our~~ At ~~estimate~~this ~~and~~time, ~~timing~~we ~~could~~estimate ~~change~~the ~~significantly~~cost ~~depending~~of ~~upon~~our acompliance ~~variety~~with ofthe ~~factors,~~ELG ~~including~~rule ~~detailed~~to ~~site-specific~~be ~~engineering~~approximately ~~analyses,~~$66 ~~the~~million ~~outcome~~to of$81 ~~potential~~million. The ~~litigation~~majority ~~concerning~~of ~~the~~ ELG ~~final~~compliance ~~rule,~~expenditures ~~and~~are ~~our~~expected ~~final~~to ~~compliance~~occur ~~plans~~in ~~with~~ the ~~EPA’s~~2016-2023 ~~CCR rule~~timeframe.

Waters of the United States. In October 2015, the U.S. Court of Appeals for the Sixth Circuit issued an order staying the EPA and the U.S. Army Corps of Engineers’ final rule defining the term “waters of the United States” pending further review by the court.

Coal Combustion Residuals

~~Illinois. In October 2013, the Illinois~~ EPA ~~filed~~CCR aRule. At ~~proposed~~this ~~rulemaking with the IPCB that would establish processes governing monitoring~~time, ~~corrective~~we ~~action~~estimate ~~and~~the ~~closure~~cost of ~~CCR~~our ~~surface~~compliance ~~impoundments~~will atbe ~~power~~approximately ~~generating~~$62 ~~facilities. The~~million ~~Illinois~~to ~~EPA’s~~$76 ~~proposed~~million ~~rulemaking~~with ~~has been stayed since May 2015 to consider~~ the ~~implications~~majority of the ~~federal~~expenditures ~~EPA’s~~in ~~CCR rule. In November 2015,~~ the ~~IPCB extended the stay until early March~~ 2016,-2023 attimeframe. This ~~which~~estimate ~~time the Illinois EPA~~ is ~~required~~reflected toin ~~provide~~our ~~a status report~~AROs.

~~Climate~~Asset ~~Change~~Retirement Obligations

~~Federal~~AROs ~~Regulation~~are ofrecorded ~~Greenhouse~~as ~~Gases. Numerous~~liabilities ~~states,~~on ~~industry~~our ~~associations,~~unaudited ~~labor~~consolidated ~~groups~~balance ~~and~~sheets ~~others~~at ~~have~~their ~~filed~~Net ~~lawsuits challenging~~Present ~~the~~Value ~~EPA’s~~(“NPV”) ~~final~~using ~~rule~~interest ~~Clean~~rates ~~Power~~ranging ~~Plan. Numerous~~from ~~parties~~10 ~~challenging~~percent ~~the rule also filed motions~~ to ~~stay~~19.4 ~~the rule pending completion of judicial review~~percent. InThe ~~addition,~~following ~~numerous~~table ~~states~~presents ~~and others have filed lawsuits challenging~~ the ~~EPA’s~~NPV ~~final~~and ~~rule~~projected ~~regarding~~obligation ~~carbon~~as ~~standards~~of ~~for~~March ~~new~~31, ~~modified and reconstructed EGUs.~~2016:

We are analyzing the EPA’s final rules to reduce EGU carbon dioxide (“CO2”) emissions, the potential impacts on our power generation facilities, and how the rules intersect with electricity market design. The nature and scope of CO2 emission reduction requirements that ultimately may be imposed on our facilities as result of the EPA’s EGU CO2 reduction rules are uncertain at this time, but may result in significantly increased compliance costs and could have a material adverse effect on our financial condition, results of operations and cash flows.



			Projected Obligation by Period
(amounts in millions)	NPV		Less than 1 Year		1 - 3 Years		3 - 5 Years		More than 5 Years		Total
CCR	$	44	$	—	$	69	$	—	$	—	$	69
Non-CCR	7		2		2		27		67		98
Total AROs	$	51	$	2	$	71	$	27	$	67	$	167

At March 31, 2016, Genco CCR AROs consisted of projected expenditures of $69 million related to surface impoundments and groundwater monitoring. Non-CCR AROs consisted of projected expenditures of $62 million related to asbestos removal, $28 million related to surface impoundments and groundwater monitoring, and $8 million related to landfill closures.

UNCERTAINTY OF FORWARD-LOOKING STATEMENTS AND INFORMATION

This Form 10-Q includes statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements.” All statements included or incorporated by reference in this quarterly report, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements represent our reasonable judgment of the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties, and other factors that could cause our actual results and financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “project,” “forecast,” “plan,” “may,” “will,” “should,” “expect,” and other words of similar meaning. In particular, these include, but are not limited to, statements relating to the following:


•	beliefs and assumptions about weather and general economic conditions;

• beliefs, assumptions, and projections regarding the demand for power, generation volumes, and commodity pricing, including natural gas prices and the timing of a recovery in ~~power~~natural ~~market~~gas prices, if any;

• beliefs and assumptions about market competition, generation capacity, and regional supply and demand characteristics of the wholesale and retail power markets, including the anticipation of plant retirements and higher market pricing over the longer term;

• sufficiency of, access to, and costs associated with coal inventories and transportation thereof;


•	the effects of, or changes to, MISO or PJM power and capacity procurement processes;


•	beliefs associated with impairments of our long-lived assets;

• expectations regarding, or impacts of, 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 that we are, or could become, subject to, which could increase our costs, result in an impairment of our assets, cause us to limit or terminate the operation of certain of our facilities, or otherwise have a negative financial effect;

• projected operating or financial results, including anticipated cash flows from operations, revenues, and profitability;

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• our access to necessary capital, including short-term credit and liquidity;

• our assessment of our liquidity, including liquidity concerns which have resulted in limited access to third-party financing sources;


•	expectations regarding our compliance with the unsecured notes indenture and any applicable financial ratios and other payments;

• beliefs about the outcome of legal, administrative, legislative, and regulatory matters;


•	our focus on safety and our ability to efficiently operate our assets so as to capture revenue generating opportunities and operating margins;


•	our ability to mitigate forced outage risk, including managing risk associated with CP in PJM;


•	our ability to optimize our assets through targeted investment in cost effective technology enhancements;


•	the effectiveness of our strategies to capture opportunities presented by changes in commodity prices and to manage our exposure to energy price volatility;


•	our access to necessary capital, including short-term credit and liquidity;


•	our assessment of our liquidity, including liquidity concerns which have resulted in limited access to third-party financing sources and our ability to meet future obligations;


•	the inability of our counterparties and affiliates to meet their obligations with respect to contracts, credit agreements, and financial instruments;


•	efforts to identify opportunities to reduce congestion and improve busbar power prices;

• expectations regarding performance standards and capital and maintenance expenditures; ~~and~~


•	beliefs concerning the strategic review of Genco, including any debt restructuring;


•	anticipated timing, outcome, and impact of the expected shutdown of Newton Unit 2; and


•	the timing and anticipated benefits to be achieved through our company-wide improvement programs, including our Producing Results through Innovation by Dynegy Employees (“PRIDE”) initiative.

Any or all of our 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 our control, including those set forth under ~~Part I—~~Item 1A—Risk Factors of our Form 10-K.

CRITICAL ACCOUNTING POLICIES

Please read “Critical Accounting Policies” in our Form 10-K for a complete description of our critical accounting policies, with respect to which there have been no material changes since the filing of such Form 10-K.

Item 3—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Please read Part II—Item 7A—Quantitative and Qualitative Disclosures about Market Risk in our Form 10-K for the year ended December 31, ~~2014~~2015 for detailed disclosures about market risk. There have been no changes in our market risk exposures and how those exposures are managed during the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016.

Item 4—CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). This evaluation included consideration of the various processes carried out under the direction of our disclosure committee. This evaluation also considered the work completed relating to our compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of ~~September~~March 3031, ~~2015~~2016.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2015~~2016.

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PART II. OTHER INFORMATION

Item 1—LEGAL PROCEEDINGS

Please read Note 87—Commitments and Contingencies to the accompanying unaudited consolidated financial statements for a discussion of the legal proceedings that we believe could be material to us.

Item 1A—RISK FACTORS

Please read Item 1A - —Risk Factors of our Form 10-K and below for factors, risks, and uncertainties that may affect future results.

We could recognize additional long-lived asset impairment charges related to our facilities.

We continuously monitor the market price for power and the related impact on electric margin, our liquidity needs, and other events or changes in circumstances that indicate that the carrying value of our facilities may not be recoverable as compared to their undiscounted cash flows. We could recognize material long-lived asset impairment charges in the future if estimated undiscounted future cash flows no longer exceed carrying values for long-lived assets. This may occur either as a result of factors outside our control, such as changes in market prices of power or fuel costs, administrative action or inaction by regulatory agencies and new environmental laws and regulations that could reduce the expected useful lives of our facilities, and also as a result of factors that may be within our control, such as a failure to achieve forecasted operating results and cash flows, unfavorable changes in forecasted operating results and cash flows, or decisions to shut down, mothball or sell our facilities.

Item 6—EXHIBITS

The following documents are included as exhibits to this Form 10-Q:



Exhibit Number		Description
**31.1		Chief Executive Officer Certification Pursuant to Rule 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**31.2		Chief Financial Officer Certification Pursuant to Rule 13a-14(a) and 15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
†32.1		Chief Executive Officer Certification Pursuant to 18 United States Code Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
†32.2		Chief Financial Officer Certification Pursuant to 18 United States Code Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**101.INS		XBRL Instance Document
**101.SCH		XBRL Taxonomy Extension Schema Document
**101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
**101.DEF		XBRL Taxonomy Extension Definition Document
**101.LAB		XBRL Taxonomy Extension Label Linkbase Document
**101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

_________________________________________

** Filed herewith.

† Pursuant to Securities and Exchange Commission Release No. 33-8238, this certification will be treated as “accompanying” this report and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			ILLINOIS POWER GENERATING COMPANY
Date:	~~November~~May 10, ~~2015~~2016	By:	/s/ CLINT C. FREELAND
			Clint C. FreelandExecutive Vice President and Chief Financial Officer (Principal Financial Officer)

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