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Dynegy Reports 47 Percent Increase in 2001 Recurring Earnings Per Share to $2.10.

Business/Energy Editors

HOUSTON--(BUSINESS WIRE)--Jan. 23, 2002

Dynegy Inc. (NYSE:DYN)

-- Annual recurring net income up 58 percent to $713 million

-- 70 percent of recurring financial contribution from owned assets

-- Fourth quarter recurring net income of $144


million, or $0.41 per diluted share -- 86 percent increase in wholesale energy network segment annual recurring net income -- Diversification strategy, physical asset ownership and strong balance sheet drive growth

Dynegy Inc. today reported a 47 percent increase in 2001 recurring earnings per diluted share to $2.10, compared to 2000 recurring earnings per diluted share of $1.43. Recurring net income increased 58 percent in 2001 to $713 million, compared to 2000 recurring net income of $452 million.

Dynegy's 2001 reported earnings per diluted share of $1.90 included after-tax non-recurring charges aggregating $67 million from the company's previously disclosed exposure to Enron Corp.'s bankruptcy, costs related to the company's terminated merger with Enron and a severance charge associated with a subsidiary's restructuring. The reported earnings per diluted share also include a $3 million non-recurring dividend associated with the mandatorily convertible redeemable preferred stock issued to ChevronTexaco Corp. in November 2001.

Dynegy's 2000 reported earnings per share included an after-tax non-recurring gain of $58 million from the sale of its equity interest in Accord Energy Limited, a U.K. gas marketing joint venture in which Dynegy held a non-operating interest, a $34 million gain on the sale of certain generation facilities and $44 million of charges related to the sale and impairment of certain crude oil and natural gas liquids assets.

"2001 was a year in which Dynegy successfully executed across all business segments in the face of unprecedented industry challenges and market conditions. Our ability to achieve our financial and operational objectives during a year of significant industry events validates our focus on customer marketing, origination, risk management and delivery logistics around our network of physical energy assets," said Chuck Watson, chairman and chief executive officer of Dynegy Inc. "I am particularly proud of how our company performed during the fourth quarter, when Dynegy and the entire merchant energy industry came under scrutiny following the financial collapse of Enron. We reassessed our financial position, communicated a definitive course of action to enhance our credit strength and began executing on a plan that was designed to restore market confidence and bolster our balance sheet," Watson added.

"The strategy we pursued in 2001, coupled with the manner in which we delivered value to our stakeholders, set the stage for solid performance in 2002 and beyond," Watson said. "Overall, 70 percent of the company's recurring financial contribution was from assets we own. Our wholesale energy network segment continues to perform extremely well and results are consistent with our expectations. Earnings in this segment benefited from the addition of nearly 3,000 megawatts of both new and acquired power generation facilities, greater market origination, increased sales to commercial and industrial customers, and the expansion of product and service offerings through our online sales and trading portal, Dynegydirect. In addition, Dynegy's acquisition of BG Storage Limited and its natural gas storage facilities in the United Kingdom was a significant step toward expanding our energy marketing presence throughout Europe, and our pending acquisition of Northern Natural Gas will be a source of predictable and sustainable earnings and cash flow."

Watson added that, "Despite a difficult pricing environment, our natural gas liquids segment continued to grow as a result of our strategy to minimize commodity exposure in our upstream processing activities, control costs and focus on specific geographic regions. Our transmission and distribution segment, Illinois Power, has made significant progress on a restructuring program that will further elevate its position as a leading competitive energy delivery company. Additionally, we have reassessed the costs in our global communications segment in order to accelerate our timing for positive earnings when the market recovers."

Wholesale Energy Network

Dynegy's wholesale energy network segment, which the company previously referred to as Dynegy Marketing and Trade, is focused on optimizing the company's and its customers' energy networks consisting of assets, capacity and contracts, as well as direct commercial and industrial sales and retail marketing alliances. It is engaged in a broad array of energy businesses, including the physical supply of, and risk management activities around, wholesale natural gas, power and coal.

Recurring net income for this segment increased 86 percent to $660 million in 2001, compared to $354 million in 2000. The segment benefited from strong earnings and cash flow in both its Customer and Risk Management activities (marketing), as well as its Asset Businesses (generation and storage).

The Asset Businesses generated 55 percent of the recurring financial contribution for the segment in 2001. Recurring financial contribution from the Asset Businesses was up 38 percent, compared to 2000, primarily due to incremental earnings from existing, developed and acquired assets, including 1,700 megawatts of generation facilities in New York, nearly 1,200 megawatts of new merchant generation facilities in the south and the newly acquired BG Storage in the United Kingdom.

Customer and Risk Management activities generated 45 percent of the recurring financial contribution of the segment in 2001. North American gas marketing sales volumes increased 16 percent to 11.3 billion cubic feet per day (Bcf/d) in 2001, up from 9.7 Bcf/d in 2000. Total physical power sold increased 130 percent to 317 million megawatt hours in 2001, compared to 138 million megawatt hours in 2000. The higher volumes in gas and power were the result of greater market origination, including sales to commercial and industrial customers, increased sales volumes on Dynegydirect and increased gas marketing in Canada.

Further growth of the Dynegydirect platform is reducing the variable cost of serving customers, while increasing Dynegy's competitive reach and market share. Dynegydirect offers more than 750 products and services online, including hourly power and coal. It recorded nearly $43 billion in notional transactions in 2001, $13 billion of which was recorded in the fourth quarter. Dynegy recently expanded Dynegydirect into U.K. energy markets. Customers have self-service access to Dynegy's bid and offer pricing for power in the English and Welsh electricity market and U.K. natural gas at the National Balancing Point.

Dynegy Midstream Services

Dynegy Midstream Services consists of Dynegy's North American midstream liquids processing and marketing business and worldwide natural gas liquids marketing and transportation operations.

Recurring net income from this segment increased 7 percent to $59 million in 2001, compared to recurring net income of $55 million in 2000. This segment's annual results reflect higher price realization resulting from an active forward sales program and contract restructuring activities, which were realized despite a depressed pricing environment resulting from larger inventories.

Processing volumes declined 13 percent to 84 thousand barrels per day (MBbls/d) in 2001, compared to 97 MBbls/d in 2000. This decrease was primarily due to the timing of certain asset sales in 2000 and reduced straddle volumes resulting from lower fractionation spreads than in 2000. Natural gas liquids sold were almost flat in 2001 at 557 MBbls/d, compared to 565 MBbls/d in 2000.

Transmission and Distribution

Dynegy's regulated transmission and distribution segment currently includes Illinois Power (IP). Beginning with the first quarter 2002, this segment will include results from Northern Natural Gas (NNG), an acquisition that Dynegy expects to complete later this month.

IP is an energy delivery company engaged in the transmission, distribution and sale of electricity and natural gas to customers across a 15,000-square-mile area of Illinois. NNG's 16,600 miles of pipeline extend from the Permian Basin in Texas to the Upper Midwest, providing natural gas transportation and storage services to major utilities and industrial customers.

IP reported recurring net income of $55 million in both 2001 and 2000. Segment results reflect lower weather-driven demand offset by reduced operating costs. During the fourth quarter 2001, IP announced a restructuring program aimed at reducing costs and improving customer service. IP recognized a $15 million pre-tax severance charge related to this program.

Dynegy Global Communications

Dynegy's communication segment, Dynegy Global Communications (DGC), was established during the fourth quarter 2000 to pursue and capture opportunities in the converging energy and communications marketplace through opportunistic asset acquisitions and strategic partnerships. Dynegy expanded its delivery capabilities through the completion of its U.S. core network, one of the first optically switched mesh networks in the world, in October 2001. The network spans more than 16,000 route miles and reaches 44 of the largest cities in the United States.

Segment results reflect a $61 million loss for 2001. Revenues fell short of company expectations due to extreme weakness in technology and telecommunications markets. Dynegy is implementing cost-savings initiatives in this business, reducing operating expenses and capital expenditures, and positioning the business for future earnings contribution.

Other Factors Affecting Earnings

Dynegy's increase in recurring net income in 2001 is primarily attributable to higher operating margin, which was partially offset by increased general and administrative expenses due to continued expansion of the company's operations, primarily in the communications segment and in Europe. Higher variable compensation expense also contributed to increased general and administrative expenses. Depreciation and amortization also increased in 2001, reflecting the company's expanded ownership in operating and technology assets.

Fourth Quarter 2001 Results

Dynegy reported an increase of 36 percent in fourth quarter 2001 recurring net income to $144 million, or a 28 percent increase to $0.41 per diluted share. This compares to fourth quarter 2000 recurring net income of $106 million, or $0.32 per diluted share. Reported fourth quarter 2001 net income of $77 million, or $0.21 per diluted share, includes the previously discussed non-recurring charges and special dividend.

The quarter benefited from strong earnings and cash flow from the company's wholesale energy network segment, which, on a recurring net income basis, was up 58 percent compared to the 2000 period. This improvement was led by increased origination in North American and European gas and power. North American gas volumes increased 14 percent to 11.8 Bcf/d in the fourth quarter 2001, up from 10.4 Bcf/d in the fourth quarter 2000. Total physical power sold increased 150 percent to 104.5 million megawatt hours in the fourth quarter 2001, compared to 41.8 million megawatt hours in the fourth quarter 2000. Dynegy's strong gas and power marketing operations were the result of increased Customer and Risk Management activities throughout the United States, Europe and Canada. Dynegy's liquids and transmission and distribution segments were negatively impacted by mild weather and the economy.

Capital Management

On December 17, 2001, in an effort to improve its balance sheet and adapt to the changing credit standards in the merchant energy industry, Dynegy announced a $1.25 billion capital restructuring program. The program was designed to raise $500 million in common equity and to reduce capital spending and asset sales in the combined amount of $750 million.

Dynegy has executed on its restructuring plan by issuing $748 million of common equity ($543 million in a public offering in December 2001 and $205 million to ChevronTexaco in January 2002) and by reducing its 2002 capital spending budget to $1.2 billion from $1.7 billion. Dynegy continues to pursue strategies to improve its balance sheet and is in the process of designating certain assets for sale.

Dynegy manages its liquidity and capital resources through a combination of cash on hand, operating cash flow, borrowing arrangements and access to the debt and equity markets. As of December 31, 2001, Dynegy had available liquidity resources, including cash on hand and availability under borrowing arrangements, of approximately $1.2 billion. Dynegy believes that this level of liquidity is sufficient to operate its business under any conceivable circumstance.

Earnings Estimate

With this announcement, management reiterates its 2002 earnings guidance of $2.26 per diluted share and establishes guidance for first quarter 2002 diluted earnings per share at $0.41.

Earnings Conference Call Simulcast

Dynegy will simulcast its fourth quarter and year-end 2001 earnings conference call live via the Internet on Wednesday, January 23, 2002 at 9:00 a.m. CT, 10:00 a.m. ET. The web cast can be accessed via www.dynegy.com (click on "Investor Relations").

About Dynegy Inc.

Dynegy Inc. is one of the world's premier energy merchants. Through its global energy delivery network and marketing, logistics and risk management capabilities, Dynegy provides innovative solutions to customers in North America, the United Kingdom and Continental Europe. The company's website is www.dynegy.com.

Certain statements included in this news release are intended as "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These statements include assumptions, expectations, predictions, intentions or beliefs about future events. Dynegy cautions that actual future results may vary materially from those expressed or implied in any forward-looking statements. Some of the key factors that could cause actual results to vary from those Dynegy expects include changes in commodity prices for energy or communications products or services; the timing and extent of deregulation of energy markets in the U.S. and Europe; the effectiveness of Dynegy's risk management policies and procedures and the creditworthiness of customers and counterparties; the liquidity and competitiveness of wholesale trading markets for energy commodities, including the impact of electronic or online trading in these markets; operational factors affecting Dynegy's power generation or Dynegy's midstream natural gas facilities; uncertainties regarding the development of, and competition within, the market for broadband services in the U.S. and Europe; uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting Dynegy's business, including litigation relating to the terminated merger with Enron; general political, economic and financial market conditions; and any extended period of war or conflict involving the United States or Europe. Moreover, statements regarding the expected NNG acquisition are subject to the risk that the closing conditions will not be satisfied and that the acquisition will not be consummated. More information about the risks and uncertainties relating to these forward-looking statements are found in Dynegy's SEC filings, which are available free of charge on the SEC's web site at http://www.sec.gov.

NOTE TO EDITORS: The "direct" in "Dynegydirect" is in italics.



                              DYNEGY INC.
  REPORTED UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (IN MILLIONS, EXCEPT PER SHARE DATA)

                           Three Months Ended     Twelve Months Ended
                               December 31,           December 31,
                          --------------------    --------------------
                            2001        2000         2001       2000
                          --------    --------    --------    --------
Operating revenues          $8,743     $10,011     $42,242     $29,445
Cost of sales (1)            8,353       9,623      40,305      27,986
                          --------    --------    --------    --------
   Operating margin            390         388       1,937       1,459

Depreciation and
 amortization
 expense (2)                   121          98         454         389
General and
 administrative
 expense (3)                   130          94         513         329
                          --------    --------    --------    --------
   Operating income            139         196         970         741

Earnings from
 unconsolidated
 investments (4)                28          22         242         205
Interest expense               (67)        (56)       (259)       (251)
Minority interest
 in income of a
 subsidiary                     (4)         (6)        (22)        (29)
Other income and
 expense, net (4)(5)             4           2         (16)         96
                          --------    --------    --------    --------
   Income before
    income taxes               100         158         915         762
Income tax
 provision                      23          52         269         261
                          --------    --------    --------    --------
   Income from
    operations                  77         106         646         501

Effect of change
 in accounting principle      --          --             2        --
                          --------    --------    --------    --------
   Net Income                  $77        $106        $648        $501
                          ========    ========    ========    ========
Recurring net
 income (6)                   $144        $106        $713        $452

Earnings before
 interest and
 taxes ("EBIT")               $167        $214      $1,174      $1,013

Recurring EBIT (6)            $270        $214      $1,277        $946

Recurring basic
 earnings per
 share (6)(7)(8)             $0.44       $0.33       $2.19       $1.49

Recurring diluted
 earnings per share
 (6)(7)(8)                   $0.41       $0.32       $2.10       $1.43

Basic earnings
 per share                   $0.22       $0.33       $1.98       $1.54

Diluted earnings
 per share                   $0.21       $0.32       $1.90       $1.48

Basic shares
 outstanding                   329         322         326         302

Diluted shares
 outstanding                   354         335         340         315

1)  Includes a one-time charge related to exposure to Enron of $78
    million in the three- and twelve-month periods ended 2001.

2)  Includes a $25 million charge for impairment of an asset in the
    twelve-month period ended 2000.

3)  Includes severance charges of $15 million related to a
    restructuring at Illinois Power, in the three- and twelve-month
    periods ended 2001. Includes $15 million related to
    non-capitalizable merger-related costs associated with the
    Illinova acquisition in the twelve-month period ended 2000.

4)  Certain reclassifications of prior period results have been made
    to conform with current period presentation.

5)  The three- and twelve-month periods ended 2001 include a $10
    million charge related to costs associated with the termination of
    the Enron merger. The twelve-month period ended 2000 includes the
    financial effects of gains on sales of power generation facilities
    and the Accord Energy Limited investment and losses related to the
    sale of certain liquids assets.

6)  Recurring net income, EBIT and basic and diluted EPS exclude the
    financial effects of the items described in footnotes (1), (2),
    (3) and (5) above, for the periods impacted.

7)  Recurring basic and diluted EPS for the three- and twelve-month
    periods ended 2001 exclude the impact of $3 million of a
    non-recurring special dividend associated with a mandatorily
    redeemable convertible preferred stock issued to ChevronTexaco.

8)  Recurring basic and diluted EPS for the twelve-month period ended
    2000 excludes the effect of a non-recurring special dividend
    payment associated with the Company's April 2000 stock offering.

                              DYNEGY INC.
               REPORTED SEGMENTED RESULTS OF OPERATIONS
                             (IN MILLIONS)

                                Three Months Ended December 31, 2001
                             -----------------------------------------
                              WEN      DMS      T&D      DGC     Total
                             -----    -----    -----    -----    -----
Wholesale
 Energy Network:
   Customer and
    risk-management
    activities (1)            $128      $--      $--      $--     $128
   Asset businesses            119       --       --       --      119

Dynegy Midstream Services:
   Upstream                     --       32       --       --       32
   Downstream (1)               --       29       --       --       29
Transmission &
 Distribution                   --       --       86       --       86
Communications                  --       --       --       (4)      (4)
Equity Earnings                 17        4       --        7       28
                             -----    -----    -----    -----    -----
   Financial
    contribution               264       65       86        3      418
Depreciation and
 amortization expense          (49)     (21)     (44)      (7)    (121)

General and
 administrative
 expense (1)                   (63)     (14)     (37)     (16)    (130)

Other items, net (1)            (1)      --        2       (1)      --
                             -----    -----    -----    -----    -----
   Earnings (loss)
    before interest
    and taxes                  151       30        7      (21)     167
Interest expense               (25)     (13)     (27)      (2)     (67)
                             -----    -----    -----    -----    -----
   Pretax earnings
    (loss)                     126       17      (20)     (23)     100

Income tax
 provision
 (benefits)                     32        6       (8)      (7)      23
                             -----    -----    -----    -----    -----
   Net income (loss)
    from operations            $94      $11     $(12)    $(16)     $77
                             =====    =====    =====    =====    =====

                          Three Months Ended December 31, 2000
                        -----------------------------------------
                         WEN      DMS      T&D      DGC     Total
                        -----    -----    -----    -----    -----
Wholesale
 Energy Network:
   Customer and
    risk-management
    activities            $85     $--      $--      $--       $85
   Asset businesses       131      --       --       --       131

Dynegy Midstream
 Services:
   Upstream               --        30      --       --        30
   Downstream             --        38      --       --        38
Transmission &
 Distribution             --       --       104      --       104
Communications            --       --       --       --       --
Equity Earnings            16        6      --       --        22
                        -----    -----    -----    -----    -----
   Financial
    contribution          232       74      104      --       410
Depreciation and
 amortization expense     (34)     (21)     (40)      (3)     (98)
General and
 administrative
 expense                  (56)     (16)      (6)     (16)     (94)
Other items, net (2)        6      (15)       1        4       (4)
                        -----    -----    -----    -----    -----
   Earnings (loss)
    before interest
    and taxes             148       22       59      (15)     214
Interest expense (2)      (10)     (12)     (31)      (3)     (56)
                        -----    -----    -----    -----    -----
   Pretax earnings
    (loss)                138       10       28      (18)     158
Income tax provision
 (benefit)                 45        4        9       (6)      52
                        -----    -----    -----    -----    -----
   Net income (loss)
    from operations       $93       $6      $19     $(12)    $106
                        =====    =====    =====    =====    =====

1)  Includes the financial effects of the items impacting the 2001
    quarter described in footnotes (1), (3) and (5) on the Reported
    Unaudited Condensed Consolidated Statements of Operations
    schedule.

2)  Certain reclassifications of prior period results have been made
    to conform with current period presentation.

                              DYNEGY INC.
               REPORTED SEGMENTED RESULTS OF OPERATIONS
                             (IN MILLIONS)

                          Twelve Months Ended December 31, 2001
                      -----------------------------------------------
                        WEN      DMS       T&D       DGC      Total
                      -------   -------   -------   -------   -------
Wholesale
 Energy Network:
   Customer and
    risk-management
    activities (1)       $619      $--       $--       $--       $619
   Asset businesses       645       --        --        --        645

Dynegy Midstream
 Services:
   Upstream               --        160       --        --        160
   Downstream (1)         --        118       --        --        118
Transmission &
 Distribution             --        --        417       --        417

Communications            --        --        --        (22)      (22)
Equity Earnings           203        13       --         26       242
                      -------   -------   -------   -------   -------
   Financial
    contribution        1,467       291       417         4     2,179
Depreciation and
 amortization
 expense                 (182)      (82)     (168)      (22)     (454)
General and
 administrative
 expense (1)             (296)      (59)      (84)      (74)     (513)
Other items,
 net (1)                  (50)      (10)       20         2       (38)
                      -------   -------   -------   -------   -------
   Earnings
    (loss) before
    interest
    and taxes             939       140       185       (90)    1,174
Interest expense          (86)      (52)     (114)       (7)     (259)
                      -------   -------   -------   -------   -------
   Pretax earnings
    (loss)                853        88        71       (97)      915
Income tax
 provision
 (benefit)                246        32        26       (35)      269
                      -------   -------   -------   -------   -------
   Net income
    (loss) from
    operations           $607       $56       $45      $(62)     $646
                      =======   =======   =======   =======   =======

                           Twelve Months Ended December 31, 2000
                      ------------------------------------------------
                        WEN        DMS        T&D       DGC     Total
                      -------    -------    -------   -------  -------
Wholesale
 Energy Network:
   Customer and
    risk-management
    activities           $338       $--        $--       $--      $338
   Asset businesses       432        --         --        --       432
Dynegy Midstream
 Services:
   Upstream               --         116        --        --       116
   Downstream             --         140        --        --       140
Transmission &
 Distribution             --         --         433       --       433
Communications            --         --         --        --       --
Equity Earnings           181         24        --        --       205
                      -------    -------    -------   -------  -------
   Financial
    contribution          951        280        433       --     1,664
Depreciation and
 amortization
 expense (2)             (125)      (105)      (156)       (3)    (389)
General and
 administrative
 expense (2)             (190)       (61)       (62)      (16)    (329)
Other items,
 net (2)(3)               127        (55)        (9)        4       67
                      -------    -------    -------   -------  -------
   Earnings (loss)
    before interest
    and taxes             763         59        206       (15)   1,013
Interest expense (3)      (89)       (30)      (129)       (3)    (251)
                      -------    -------    -------   -------  -------
   Pretax earnings
    (loss)                674         29         77       (18)     762
Income tax provision
 (benefit)                233         10         24        (6)     261
                      -------    -------    -------   -------  -------
   Net income (loss)
    from operations      $441        $19        $53      $(12)    $501
                      =======    =======    =======   =======  =======

1)  Includes the financial effects of the items impacting the 2001
    period described in footnotes (1), (3) and (5) on the Reported
    Unaudited Condensed Consolidated Statements of Operations
    schedule.

2)  Includes the financial effects of the items impacting the 2000
    period described in footnotes (2), (3) and (5) on the Reported
    Unaudited Condensed Consolidated Statements of Operations
    schedule.

3)  Certain reclassifications of prior period results have been made
    to conform with current period presentation.

                              DYNEGY INC.
                  COMPONENTS OF RECURRING NET INCOME

                            Three Months Ended December 31,
                         ------------------------------------
                              2001                 2000
                         -----------------   ----------------
                         Income      EPS     Income      EPS
                         ------    -------   ------     -----
                         (In Millions, Except Per Share Data)
Net Income and EPS,
 as Reported               $77      $0.21     $106      $0.32

  Enron bankruptcy
   exposure (1)             51       0.14      --         --
  Terminated merger
   related costs (2)         7       0.02      --         --
  Illinois Power
   severance
   costs (3)                 9       0.03      --         --
  Special
   Dividend (4)            --        0.01      --         --
                         ------    -------   ------     -----
Recurring Net
 Income and EPS           $144      $0.41     $106      $0.32
                         ======    =======   ======     =====

                           Twelve Months Ended December 31,
                         ------------------------------------
                               2001                 2000
                         -----------------   ----------------
                         Income      EPS     Income      EPS
                         ------    -------   ------     -----
                         (In Millions, Except Per Share Data)
Net Income and EPS,
 as Reported              $648      $1.90     $501      $1.48
  Enron bankruptcy
   exposure (1)             51       0.14      --         --
  Terminated merger
   related costs (2)         7       0.02      --         --
  Illinois Power
   severance costs (3)       9       0.03      --         --
  Cumulative effect of
   an accounting
   change (5)               (2)     (0.00)     --         --
  Gain on sale - Accord
   Energy Limited (6)      --         --       (58)     (0.18)
  Gain on sale -
   QFs (7)                 --         --       (34)     (0.11)
  Loss on sale - Crude
   Business (8)            --         --         9       0.03
  Loss on sale -
   Mid-continent
   Assets (9)              --         --         8       0.03
  Impairment of a
   Liquids asset (10)      --         --        16       0.05
  Illinova acquisition
   costs (11)              --         --        10       0.03
  Special Dividend
   (4)(12)                 --        0.01      --        0.10
                         ------    -------   ------     ------
 Recurring Net
  Income and EPS          $713      $2.10     $452      $1.43
                         ======    =======   ======     ======

1)  The Company recognized an after-tax charge of $51 million ($78
    million pre-tax) related to its net exposure to Enron Corp. as a
    result of that company's bankruptcy filing. The pre-tax charge is
    included in "Cost of Sales" in the accompanying Reported Unaudited
    Condensed Consolidated Statements of Operations ("Statements").

2)  The Company terminated its proposed merger with Enron Corporation
    on November 29, 2001. Transaction costs associated with this
    terminated merger approximated $7 million after-tax ($10 million
    pre-tax). The pre-tax charge is included in "Other income and
    expense, net" in the accompanying Statements.

3)  The Company incurred approximately $9 million of severance costs
    ($15 million pre-tax) related to a restructuring at Illinois
    Power. The pre-tax charge is included in "General and
    administrative expense" in the accompanying Statements.

4)  The special dividend relates to the conversion price imbedded in
    the ChevronTexaco mandatorily redeemable convertible preferred
    stock issuance.

5)  Effective January 1, 2001, the Company adopted Financial
    Accounting Standard No. 133, "Accounting for Derivative
    Instruments and Hedging Activities," as amended, realizing an
    after-tax cumulative effect gain of approximately $2 million.

6)  The Company sold its 25% participating preferred interest in
    Accord Energy Limited in the third quarter of 2000. The after-tax
    gain of approximately $58 million ($83 million pre-tax) is
    included in "Other income and expense, net" in the accompanying
    Statements.

7)  The Company sold interests in certain Qualifying Facilities,
    pursuant to statutory requirements related to the Illinova
    acquisition. The after-tax gain of approximately $34 million ($52
    million pre-tax) is included in "Other income and expense, net" in
    the accompanying Statements.

8)  The Company sold its non-strategic domestic crude oil marketing
    and trade business in the first quarter of 2000. The charge of
    approximately $9 million after-tax ($14.5 million pre-tax) is
    included in "Other income and expense, net" in the accompanying
    Statements.

9)  The Company sold its Mid-continent liquids processing assets in
    the first quarter of 2000. The after-tax charge of approximately
    $8 million ($13 million pre-tax) is included in "Other income and
    expense, net" in the accompanying Statements.

10) The impairment reserve is associated with a Canadian gas
    processing asset. The after-tax charge of approximately $16
    million ($25 million pre-tax) is included in "Depreciation and
    amortization expense" in the accompanying Statements.

11) Amounts relate to non-capitalizable merger related costs
    associated with the Illinova acquisition. The after-tax charge of
    approximately $10 million ($15 million pre-tax) is included in
    "General and administrative expense" in the accompanying
    Statements.

12) The special dividend in 2000 relates to amounts paid to certain
    shareholders pursuant to the execution of the Illinova
    acquisition.

                              DYNEGY INC.
  RECURRING UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (IN MILLIONS, EXCEPT PER SHARE DATA)

                         Three Months Ended      Twelve Months Ended
                            December 31,             December 31,
                        --------------------    --------------------
                          2001        2000        2001        2000
                        --------    --------    --------    --------
Operating revenues        $8,743     $10,011     $42,242     $29,445
Cost of sales (1)          8,275       9,623      40,227      27,986
                        --------    --------    --------    --------
   Operating margin          468         388       2,015       1,459

Depreciation and
 amortization
 expense (2)                 121          98         454         364
General and
 administrative
 expense (3)                 115          94         498         314
                        --------    --------    --------    --------
   Operating income          232         196       1,063         781

Earnings from
 unconsolidated
 investments (4)              28          22         242         205
Interest expense             (67)        (56)       (259)       (251)
Minority interest in
 income of a
 subsidiary                   (4)         (6)        (22)        (29)
Other income and
 expense, net (4)(5)          14           2          (6)        (11)
                        --------    --------    --------    --------
   Recurring income
    before income
    taxes                    203         158       1,018         695
Income tax
 provision                    59          52         305         243
                        --------    --------    --------    --------
   Recurring income
    from operations          144         106         713         452
Effect of change in
 accounting principle       --          --             2        --
                        --------    --------    --------    --------
   Recurring Net
    Income (6)              $144        $106        $715        $452
                        ========    ========    ========    ========

Recurring EBIT (6)          $270        $214      $1,277        $946

Recurring basic
 earnings per
 share (6)(7)(8)           $0.44       $0.33       $2.19       $1.49

Recurring diluted
 earnings per
 share (6)(7)(8)           $0.41       $0.32       $2.10       $1.43

Basic shares
 outstanding                 329         322         326         302

Diluted shares
 outstanding                 354         335         340         315

1)  Excludes a one-time charge related to exposure to Enron of $78
    million in the three- and twelve-month periods ended 2001.

2)  Excludes a $25 million charge for impairment of an asset in the
    twelve-month period ended 2000.

3)  Excludes severance charges of $15 million related to a
    restructuring at Illinois Power, in the three- and twelve-month
    periods ended 2001. Excludes $15 million related to
    non-capitalizable merger-related costs associated with the
    Illinova acquisition in the twelve-month period ended 2000.

4)  Certain reclassifications of prior period results have been made
    to conform with current period presentation.

5)  The three- and twelve-month periods ended 2001 exclude a $10
    million charge related to costs associated with the termination of
    the Enron merger. The twelve-month period ended 2000 excludes the
    financial effects of gains on sales of power generation facilities
    and the Accord Energy Limited investment and losses related to the
    sale of certain liquids assets.

6)  Recurring net income, EBIT and basic and diluted EPS exclude the
    financial effects of the items described in footnotes (1), (2),
    (3) and (5) above, for the periods impacted.

7)  Recurring basic and diluted EPS for the three- and twelve-month
    periods ended 2001 exclude the impact of a non-recurring special
    dividend associated with mandatorily redeemable convertible
    preferred stock issued to ChevronTexaco.

8)  Recurring basic and diluted EPS for the twelve-month period ended
    2000 excludes the effect of a non-recurring special dividend
    payment associated with the Company's April 2000 stock offering.

                              DYNEGY INC.
               RECURRING SEGMENTED RESULTS OF OPERATIONS
                             (IN MILLIONS)

                              Three Months Ended December 31, 2001
                           ------------------------------------------
                             WEN      DMS      T&D      DGC     Total
                           ------   ------   ------   ------   ------
Wholesale Energy
 Network:
  Customer and risk-
   management activities (1) $203     $ --     $ --     $ --     $203
  Asset businesses            119       --       --       --      119
Dynegy Midstream Services:
  Upstream                     --       32       --       --       32
  Downstream (1)               --       32       --       --       32
Transmission &
 Distribution                  --       --       86       --       86
Communications                 --       --       --       (4)      (4)
Equity Earnings                17        4       --        7       28
                           ------   ------   ------   ------   ------
  Financial contribution      339       68       86        3      496
Depreciation and
 amortization expense         (49)     (21)     (44)      (7)    (121)
General and
 administrative
 expense (1)                  (63)     (14)     (22)     (16)    (115)
Other items, net (1)            5        2        3       --       10
                           ------   ------   ------   ------   ------
  Recurring earnings
   (loss) before interest
   and taxes                  232       35       23      (20)     270
Interest expense              (25)     (13)     (27)      (2)     (67)
                           ------   ------   ------   ------   ------
  Pretax earnings (loss)      207       22       (4)     (22)     203
Income tax provision
 (benefits)                    60        8       (2)      (7)      59
                           ------   ------   ------   ------   ------
  Recurring net income
   (loss) from operations    $147      $14      $(2)    $(15)    $144
                           ======   ======   ======   ======   ======

                              Three Months Ended December 31, 2000
                           ------------------------------------------
                             WEN      DMS      T&D      DGC     Total
                           ------   ------   ------   ------   ------
Wholesale Energy
 Network:
  Customer and risk-
   management activities      $85     $ --     $ --     $ --      $85
  Asset businesses            131       --       --       --      131
Dynegy Midstream Services:
  Upstream                     --       30       --       --       30
  Downstream                   --       38       --       --       38
Transmission &
 Distribution                  --       --      104       --      104
Communications                 --       --       --       --       --
Equity Earnings                16        6       --       --       22
                           ------   ------   ------   ------   ------
  Financial contribution      232       74      104       --      410
Depreciation and
 amortization expense         (34)     (21)     (40)      (3)     (98)
General and
 administrative expense       (56)     (16)      (6)     (16)     (94)
Other items, net (2)            6      (15)       1        4       (4)
                           ------   ------   ------   ------   ------
  Recurring earnings
   (loss) before interest
   and taxes                  148       22       59      (15)     214
Interest expense (2)          (10)     (12)     (31)      (3)     (56)
                           ------   ------   ------   ------   ------
  Pretax earnings (loss)      138       10       28      (18)     158
Income tax provision
 (benefit)                     45        4        9       (6)      52
                           ------   ------   ------   ------   ------
  Recurring net income
   (loss) from operations     $93       $6      $19     $(12)    $106
                           ======   ======   ======   ======   ======

1)  Excludes the financial effects of the items impacting the 2001
    quarter described in footnotes (1), (3) and (5) on the Reported
    Unaudited Condensed Consolidated Statements of Operations
    schedule.

2)  Certain reclassifications of prior period results have been made
    to conform with current period presentation.

                              DYNEGY INC.
               RECURRING SEGMENTED RESULTS OF OPERATIONS
                             (IN MILLIONS)

                              Twelve Months Ended December 31, 2001
                           ------------------------------------------
                             WEN      DMS      T&D      DGC     Total
                           ------   ------   ------   ------   ------
Wholesale Energy
 Network:
  Customer and risk-
   management activities (1) $694     $ --     $ --     $ --     $694
  Asset businesses            645       --       --       --      645
Dynegy Midstream Services:
  Upstream                     --      160       --       --      160
  Downstream (1)               --      121       --       --      121
Transmission &
 Distribution                  --       --      417       --      417
Communications                 --       --       --      (22)     (22)
Equity Earnings               203       13       --       26      242
                           ------   ------   ------   ------   ------
  Financial contribution    1,542      294      417        4    2,257
Depreciation and
 amortization expense        (182)     (82)    (168)     (22)    (454)
General and administrative
 expense (1)                 (296)     (59)     (69)     (74)    (498)
Other items, net (1)          (44)      (8)      21        3      (28)
                           ------   ------   ------   ------   ------
  Recurring earnings
   (loss) before interest
   and taxes                1,020      145      201      (89)   1,277
Interest expense              (86)     (52)    (114)      (7)    (259)
                           ------   ------   ------   ------   ------
  Pretax earnings (loss)      934       93       87      (96)   1,018
Income tax provision
 (benefit)                    274       34       32      (35)     305
                           ------   ------   ------   ------   ------
  Recurring net income
   (loss) from operations    $660      $59      $55     $(61)    $713
                           ======   ======   ======   ======   ======

                              Twelve Months Ended December 31, 2000
                           ------------------------------------------
                             WEN      DMS      T&D      DGC     Total
                           ------   ------   ------   ------   ------
Wholesale Energy
 Network:
  Customer and risk-
   management activities     $338     $ --     $ --     $ --     $338
  Asset businesses            432       --       --       --      432
Dynegy Midstream Services:
  Upstream                     --      116       --       --      116
  Downstream                   --      140       --       --      140
Transmission &
 Distribution                  --       --      433       --      433
Communications                 --       --       --       --       --
Equity Earnings               181       24       --       --      205
                           ------   ------   ------   ------   ------
  Financial contribution      951      280      433       --    1,664
Depreciation and
 amortization expense (1)    (125)     (80)    (156)      (3)    (364)
General and administrative
 expense (1)                 (179)     (60)     (59)     (16)    (314)
Other items, net (1)(2)        (8)     (27)      (9)       4      (40)
                           ------   ------   ------   ------   ------
  Recurring earnings
   (loss) before interest
   and taxes                  639      113      209      (15)     946
Interest expense (2)          (89)     (30)    (129)      (3)    (251)
                           ------   ------   ------   ------   ------
  Pretax earnings (loss)      550       83       80      (18)     695
Income tax provision
 (benefit)                    196       28       25       (6)     243
                           ------   ------   ------   ------   ------
  Recurring net income
   (loss) from operations    $354      $55      $55     $(12)    $452
                           ======   ======   ======   ======   ======

1)  Excludes the financial effects of the items described in footnotes
    (1), (2), (3) and (5) on the Reported Unaudited Condensed
    Consolidated Statements of Operations schedule.

2)  Certain reclassifications of prior period results have been made
    to conform with current period presentation.

                              DYNEGY INC.
                            OPERATING DATA

                               Three Months Ended  Twelve Months Ended
                                   December 31,        December 31,
                                -----------------   -----------------
                                  2001      2000      2001      2000
                                -------   -------   -------   -------
Wholesale Energy Network:
Domestic Gas Marketing
 Volumes (Bcf/d)                    8.3       8.2       8.2       7.5
Canadian Gas Marketing
 Volumes (Bcf/d)                    3.5       2.2       3.1       2.2
European Gas Marketing
 Volumes (Bcf/d)                    1.2       0.7       1.3       1.2
                                -------   -------   -------   -------
  Total Physical Gas
   Marketing Volumes               13.0      11.1      12.6      10.9
                                =======   =======   =======   =======

Million Megawatt Hours
 Generated - Gross                  8.5       8.8      40.3      36.8
Million Megawatt Hours
 Generated - Net                    7.6       7.4      34.5      30.3
Total Physical Million
 Megawatt Hours Sold              104.5      41.8     317.1     137.7
Coal Marketing Volumes
 (Millions of Tons)                13.3       3.6      43.0      10.4

Average Natural Gas Price -
 Henry Hub ($/Mmbtu)              $2.43     $5.32     $4.26     $3.89
Average On-Peak Market
 Power Prices:
  Cinergy                        $20.63    $48.21    $35.19    $36.43
  TVA                             20.57     49.16     34.87     39.73
  PJM                             24.53     49.33     40.76     39.96
  CALPX SP15                      26.50    167.73    121.04    113.51

Dynegy Midstream Services:
Natural Gas Field Plant
 Processing Volumes (MBbls/d)      56.0      57.6      56.1      61.2
Natural Gas Straddle Plant
 Processing Volumes (MBbls/d)      31.0      29.9      27.7      35.6
                                -------   -------   -------   -------
  Total Natural Gas
   Processing Volumes              87.0      87.5      83.8      96.8
                                =======   =======   =======   =======

Fractionation Volumes
 (MBbls/d)                        213.9     176.1     226.2     224.3
Natural Gas Liquids Sold
 (MBbls/d)                        545.0     571.5     557.4     564.6

Average Commodity Prices:
  Crude Oil - Cushing ($/Bbl)    $22.02    $34.01    $26.39    $28.97
  Natural Gas Liquids ($/Gal)      0.36      0.63      0.45      0.55
  Fractionation Spread ($/MMBtu)   1.31      1.92      0.89      2.40

Transmission and Distribution:
Electric Sales in
 KWH (Millions):
  Residential                     1,042     1,176     5,202     5,046
  Commercial                      1,030     1,015     4,377     4,272
  Industrial                      2,267     2,427     8,958     9,271
  Other                              86        87       373       412
                                -------   -------   -------   -------
    Total Electric Sales          4,425     4,705    18,910    19,001
                                =======   =======   =======   =======

Gas Sales in
 Therms (Millions):
  Residential                        90       133       315       337
  Commercial                         37        53       136       141
  Industrial                         18        23        70        77
  Transportation of customer-
   owned gas and other               62        65       264       278
                                -------   -------   -------   -------
    Total Gas Delivered             207       274       785       833
                                =======   =======   =======   =======

                              DYNEGY INC.
             CAPITAL RESOURCES AND OTHER STATISTICAL DATA
                     (IN MILLIONS, EXCEPT RATIOS)

                                              At December 31,
                                          ----------------------
                                            2001          2000
                                          --------      --------
Capitalization:
  Long-Term Debt                            $3,589        $2,828
  Transitional Funding Notes                   516           605
  Mezzanine Preferred Securities             1,746           346
  Minority Interest                          1,011         1,018
  Stockholders' Equity                       4,689         3,598
                                          --------      --------
    Total Capitalization                   $11,551        $8,395
                                          ========      ========

  Notes Payable and Current Portion
   of Long-Term Debt                          $402          $116
                                          ========      ========

Operating Lease Commitments (1)             $1,609          $958
                                          ========      ========

Debt to Capitalization Ratio
 (Adjusted) (2)                                 50%           47%
                                          ========      ========
Value At Risk Disclosures:
  One Day VaR - 95% Confidence Level         $18.0          $9.6

  One Day VaR - 99% Confidence Level         $25.5         $13.6

  Average VaR for Quarter                    $12.9          $8.8

  Average VaR for past Twelve Months         $12.2         $10.8

                                           At December 31, 2001
                                          ----------------------
                                          MtM Value      Cash Flow
                                          ---------      ---------
Risk-Management Assets and
 Liabilities (3):
  2002                                      $460.3        $496.2
  2003                                        32.6          55.3
  2004                                        20.2          39.8
  2005                                       (17.5)         (1.8)
  Beyond                                     183.5         382.4

1)  Credit equivalent of operating lease obligations.

2)  For the Debt to Capitalization Ratio (Adjusted), Debt is
    calculated as: Long-Term Debt plus Mezzanine Preferred Securities,
    Notes Payable and Current Portion of Long-Term Debt and Operating
    Lease Commitments; less, ChevronTexaco Mezzanine Preferred
    Securities ($1.5 billion in 2001 only) and the amount of
    Transitional Funding Notes included in Notes Payable and Current
    Portion of Long-Term Debt ($86 million for each 2001 and 2000).
    Capitalization in the Capitalization Ratio (Adjusted) is
    calculated as Debt (calculated as described above) plus Minority
    Interests and Stockholders' Equity.

3)  Table reflects the net fair value of Dynegy Inc.'s risk-management
    asset position after deduction of time value, credit, price and
    other reserves. The cash flow value reflects anticipated
    undiscounted cash inflows and outflows by contract based on tenor
    of individual contract position. These amounts exclude the fair
    value and cash flows associated with certain derivative
    instruments designated as hedges, which are included in other
    comprehensive income (a component of Stockholders' Equity).

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