8-K
Vistra Corp. (VST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2025
VISTRA CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38086 | 36-4833255 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporation or organization) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 6555 Sierra Drive<br> <br>Irving, TX | 75039 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(214) 812-4600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.l4a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading<br>Symbol(s) | Name of Each Exchange<br>on Which Registered |
|---|---|---|
| Common stock, par value $0.01 per share | VST | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On February 27, 2025, Vistra Corp. (the “Company”) issued a news release announcing, among other matters, its financial results for the quarter and year ended December 31, 2024. A copy of such news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached Exhibit 99.1 is deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| Exhibit<br>No. | Description |
| --- | --- |
| 99.1 | News release dated February 27, 2025 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements 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.
| Vistra Corp. | ||
|---|---|---|
| Dated: February 27, 2025 | /s/ Kristopher E. Moldovan | |
| Name: | Kristopher E. Moldovan | |
| Title: | Executive Vice President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
Vistra Reports Fourth Quarter and
Full-Year 2024 Results
EarningsRelease Highlights
| • | GAAP full-year 2024 Net Income of $2,812 million and Cash Flow from Operations of<br>$4,563 million. |
|---|---|
| • | Net Income from Ongoing Operations^1^ of $2,928 million,<br>Ongoing Operations Adjusted EBITDA^1^ of $5,656 million, $856 million higher than the midpoint of the original guidance range announced in May 2024, and Ongoing Operations Adjusted FCFbG^1^ of $2,888 million, exceeding the midpoint of the original guidance by approximately $438 million.^2^ |
| --- | --- |
| • | Reaffirmed 2025 Ongoing Operations Adjusted EBITDA^1^ and<br>Ongoing Operations Adjusted FCFbG^1^ guidance ranges of $5.5 billion to $6.1 billion and $3.0 billion to $3.6 billion, respectively. |
| --- | --- |
| • | Closed the Vistra Vision minority interest repurchase on Dec. 31, 2024, becoming the sole owner of our highly<br>valuable, carbon-free assets and retail business. |
| --- | --- |
IRVING, Texas — Feb. 27, 2025 — Vistra Corp. (NYSE: VST) today reported its fourth quarter and full-year 2024 financial results and other highlights.
“The talent and dedication of the people who make up Team Vistra resulted not only in a record year but a transformational one for our company,” said Jim Burke, president and CEO of Vistra. “In these 12 months, we closed on a unique acquisition, adding three nuclear sites, approximately one million additional retail customers in the key PJM market and 2,000 new team members, and now proudly operate the second-largest competitive nuclear fleet in the country. Vistra also joined the S&P 500 and the Dow Jones Sustainability indices, acquired the outstanding minority interest in Vistra Vision, secured a 20-year license renewal for Comanche Peak, reached retail performance levels not achieved in the more than two decades competitive markets have been open, brought two solar-plus-storage facilities online, secured two large renewable power purchase agreements, and ended the year outperforming the high-end of our financial guidance.”
Burke concluded, “These accomplishments, executed by our integrated business working as One Team, delivered on our commitment to provide reliable, affordable electricity to our customers and strong financial performance to our shareholders. Our company is well-positioned to serve customer needs and grow with the overall electrification trends in our industry. It is an exciting time to be part of Vistra, and we look forward to executing our 2025 priorities.”
Vistra – Press Release
Feb. 27, 2025, Page 2
Summary of Financial Results for the Three and Twelve Months Ended December 31, 2024and 2023
(Unaudited) (Millions of Dollars)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net income (loss) | $ | 490 | $ | (184 | ) | $ | 2,812 | $ | 1,492 | |||
| Ongoing operations net income (loss) | $ | 542 | $ | (155 | ) | $ | 2,928 | $ | 1,498 | |||
| Ongoing operations Adjusted EBITDA | $ | 1,985 | $ | 965 | $ | 5,656 | $ | 4,140 | ||||
| Adjusted EBITDA by Segment | ||||||||||||
| Retail | $ | 600 | $ | 463 | $ | 1,463 | $ | 1,105 | ||||
| Texas | $ | 598 | $ | 238 | $ | 2,032 | $ | 1,834 | ||||
| East | $ | 774 | $ | 225 | $ | 2,017 | $ | 1,001 | ||||
| West | $ | 44 | $ | 67 | $ | 238 | $ | 263 | ||||
| Corporate and Other | $ | (31 | ) | $ | (28 | ) | $ | (94 | ) | $ | (63 | ) |
| Asset Closure | $ | (51 | ) | $ | (32 | ) | $ | (117 | ) | $ | (39 | ) |
For the year ended Dec. 31, 2024, Vistra reported Net Income of $2,812 million, Net Income from Ongoing Operations^1^ of $2,928 million, and Ongoing Operations Adjusted EBITDA^1^ of $5,656 million. Net Income for the full-year 2024 increased $1,320 million from the full-year 2023, driven primarily by unrealized mark-to-market gains on derivative positions, the addition of Energy Harbor, and an increase in revenues due to estimated nuclear production tax credits (PTC) recorded in the fourth quarter of 2024. Ongoing Operations Adjusted EBITDA for the full-year 2024 increased by $1,516 million compared to the full-year 2023, driven primarily by the inclusion of results from the acquisition of Energy Harbor and an increase in revenues due to estimated nuclear PTC recorded in the fourth quarter of 2024.
Guidance
| ($ in millions) | Reaffirmed<br><br><br>2025 Guidance Ranges |
|---|---|
| Ongoing Operations Adjusted EBITDA | $5,500 - $6,100 |
| Ongoing Operations Adjusted FCFbG | $3,000 - $3,600 |
As of Feb. 24, 2025, Vistra had hedged approximately 100% of its expected generation volumes for 2025 and approximately 80% for 2026. Vistra’s comprehensive hedging program supports the company’s reaffirmed 2025 guidance ranges and its previously announced Ongoing Operations Adjusted EBITDA midpoint opportunity^3^ for 2026. Vistra is anticipating the 2026 midpoint opportunity to be more than $6,000 million.
Vistra – Press Release
Feb. 27, 2025, Page 3
Share Repurchase Program
As of Feb. 24, 2025:
| • | Vistra executed ~$4.9 billion in share repurchases since Nov. 2021. |
|---|---|
| • | Vistra had ~338.9 million shares outstanding, representing a ~30% reduction of the amount of the shares<br>outstanding on Nov. 2, 2021. |
| --- | --- |
| • | ~$1.9 billion dollars of the share repurchase authorization remains available, which we expect to complete<br>by year end 2026. |
| --- | --- |
Clean Energy Investments
Vistra continues to grow its fleet of zero-carbon resources, advancing these interests through cost-effective, strategic investments. During the fourth quarter, the company advanced its efforts in solar, energy storage, and nuclear by:
| • | Executing its renewable development pipeline, bringing online the first two projects that are part of its<br>Illinois Coal to Solar & Energy Storage Initiative at Baldwin (70 MW) and Coffeen (46 MW), revitalizing retired and to-be-retired coal plant sites.<br> |
|---|---|
| • | Growing its ownership interest in nuclear by closing on an agreement to acquire the entire 15% minority interest<br>in its Vistra Vision subsidiary, making Vistra the sole owner of its highly valuable, carbon-free assets. This acquisition increases our nuclear ownership by ~970 MW and our solar and energy storage ownership by ~200 MW. |
| --- | --- |
Liquidity
As of Dec. 31, 2024, Vistra had total available liquidity of approximately $4,121 million, including cash and cash equivalents of $1,188 million, $2,162 million of availability under its corporate revolving credit facility, and $771 million of availability under its commodity-linked revolving credit facility. Available capacity under the commodity-linked revolving credit facility reflects the borrowing base of $771 million and excludes $979 million of commitments under the facility that were not available to be drawn as of Dec. 31, 2024.
Vistra – Press Release
Feb. 27, 2025, Page 4
Earnings Webcast
Vistra will host a webcast today, Feb. 27, 2025, beginning at 10 a.m. ET (9 a.m. CT) to discuss these results and related matters. The live webcast and the accompanying slides that will be discussed on the call can be accessed via Vistra’s website at www.vistracorp.com under “Investor Relations” and then “Events & Presentations.” Participants can also listen by phone by registering here prior to the start time of the call to receive a conference call dial-in number. A replay of the webcast will be available on Vistra’s website for one year following the live event.
About Vistra
Vistra (NYSE: VST) is a leading, Fortune 500 integrated retail electricity and power generation company that provides essential resources to customers, businesses, and communities from California to Maine. Based in Irving, Texas, Vistra is a leader in the energy transformation with an unyielding focus on reliability, affordability, and sustainability. The company safely operates a reliable, efficient, power generation fleet of natural gas, nuclear, coal, solar, and battery energy storage facilities while taking an innovative, customer-centric approach to its retail business. Learn more at https://www.vistracorp.com.
Media
Meranda Cohn
214-875-8004
Media.Relations@vistracorp.com
Analysts
Eric Micek
214-812-0046
Investor@vistracorp.com
1 Ongoing Operations excludes the Asset Closure segment. Net Income (Loss) from Ongoing Operations, Ongoing Operations Adjusted EBITDA, and Ongoing Operations Adjusted Free Cash Flow before Growth are non-GAAP financial measures. Any reference to “Ongoing Operations Adjusted FCFbG” is a reference to Ongoing Operations Adjusted Free Cash Flow before Growth. See the “Non-GAAP Reconciliation” tables for further detail. Total segment information may not tie due to rounding.
2 Ongoing Operations Adj. EBITDA includes our estimated nuclear production tax credit (PTC) of $545 million. Ongoing Operations Adj. FCFbG does not include any benefit from the nuclear PTC. Original 2024 guidance excluded any benefit from the nuclear PTC.
3 Midpoint opportunities are not intended to be guidance and represent only our estimate of potential opportunities for Ongoing Operations Adjusted EBITDA in 2026 based on market curves as of Nov. 4, 2024. Actual results could vary and are subject to a number of risks, uncertainties and factors, including power price market movements and our hedging strategy. We have not provided a quantitative reconciliation of Ongoing Operations Adjusted EBITDA opportunities for 2026 to GAAP net income (loss) because we cannot, without unreasonable effort, calculate certain reconciling items with confidence due to the variability, complexity, and limited visibility of the adjusting items that would be excluded from Ongoing Operations Adjusted EBITDA in such out year period.
Vistra – Press Release
Feb. 27, 2025, Page 5
About Non-GAAP Financial Measures and Items AffectingComparability
“Adjusted EBITDA” (EBITDA as adjusted for unrealized gains or losses from hedging activities, tax receivable agreement impacts, reorganization items, and certain other items described from time to time in Vistra’s earnings releases), “Adjusted Free Cash Flow before Growth” (or “Adjusted FCFbG”) (cash from operating activities excluding changes in margin deposits and working capital and adjusted for capital expenditures (including capital expenditures for growth investments), other net investment activities, and other items described from time to time in Vistra’s earnings releases), “Ongoing Operations Adjusted EBITDA” (adjusted EBITDA less adjusted EBITDA from Asset Closure segment), “Net Income (Loss) from Ongoing Operations” (net income less net income from Asset Closure segment), and “Ongoing Operations Adjusted Free Cash Flow before Growth” or “Ongoing Operations Adjusted FCFbG” (adjusted free cash flow before growth less cash flow from operating activities from Asset Closure segment before growth) are “non-GAAP financial measures.” A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in Vistra’s consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Vistra’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.
Vistra uses Adjusted EBITDA as a measure of performance and believes that analysis of its business by external users is enhanced by visibility to both Net Income prepared in accordance with GAAP and Adjusted EBITDA. Vistra uses Adjusted Free Cash Flow before Growth as a measure of liquidity and performance, and believes it is a useful metric to assess current performance in the period and that analysis of capital available to allocate for debt service, growth, and return of capital to stockholders is supported by disclosure of both cash provided by (used in) operating activities prepared in accordance with GAAP as well as Adjusted Free Cash Flow before Growth. Vistra uses Ongoing Operations Adjusted EBITDA as a measure of performance and Ongoing Operations Adjusted Free Cash Flow before Growth as a measure of liquidity and performance, and Vistra’s management and board of directors have found it informative to view the Asset Closure segment as separate and distinct from Vistra’s ongoing operations. Vistra uses Net Income (Loss) from Ongoing Operations as a non-GAAP measure that is most comparable to the GAAP measure Net Income in order to illustrate the company’s Net Income excluding the effects of the Asset Closure segment, as well as a measure to compare to Ongoing Operations Adjusted EBITDA. The schedules attached to this earnings release reconcile the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.
Cautionary Note Regarding Forward-Looking Statements
The information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Vistra Corp. (“Vistra”) operates and beliefs of and assumptions made by Vistra’s management, involve risks and uncertainties, which are difficult to predict and are not guarantees of future performance, that could significantly affect the financial results of Vistra. All statements, other than statements of historical facts, that are presented herein, or in response to questions or otherwise, that address activities, events or developments that may occur in the future, including such matters as activities related to our financial or operational projections including financial condition and cash flows, projected synergy, value lever and net debt targets, capital allocation, capital expenditures, liquidity, projected Adjusted EBITDA to free cash flow conversion rate, dividend policy, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets, market and industry developments and the growth of our businesses and operations, including potential large load center opportunities (often, but not always, through the use of words or phrases, or the negative variations of those words or other comparable words of a future or forward-looking nature, including, but not limited to: “intends,” “plans,” “will likely,” “unlikely,” “believe,” “confident”, “expect,” “seek,” “anticipate,” “estimate,” “continue,” “will,” “shall,” “should,” “could,” “may,” “might,” “predict,” “project,” “forecast,” “target,” “potential,” “goal,” “objective,” “guidance” and “outlook”), are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although Vistra believes that in making any such forward-looking statement, Vistra’s expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and risks that could cause results to differ materially from those projected in or implied by any such forward-looking statement, including, but not limited to: (i) adverse changes in general economic or market conditions (including changes in interest rates) or changes in political conditions or federal or state laws and regulations; (ii) the ability of Vistra to execute upon its contemplated strategic, capital allocation, performance, and cost-saving initiatives and to successfully integrate acquired businesses; (iii) actions by credit ratings agencies; (iv) the severity, magnitude and duration of extreme weather events, contingencies and uncertainties relating thereto, most of which are difficult to predict and many of which are beyond our control, and the resulting effects on our results of operations, financial condition and cash flows; and (v) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission by Vistra from time to time, including the uncertainties and risks discussed in the sections entitled “Risk Factors” and “Forward-Looking Statements” in Vistra’s annual report on Form 10-K for the year ended December 31, 2024 and subsequently filed quarterly reports on Form 10-Q.
Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, Vistra will not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible to predict all of them; nor can Vistra assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.
Vistra – Press Release
Feb. 27, 2025, Page 6
VISTRA CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Millions of Dollars)
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||
| Operating revenues | $ | 17,224 | $ | 14,779 | $ | 13,728 | |||
| Fuel, purchased power costs, and delivery fees | (7,285 | ) | (7,557 | ) | (10,401 | ) | |||
| Operating costs | (2,414 | ) | (1,702 | ) | (1,645 | ) | |||
| Depreciation and amortization | (1,843 | ) | (1,502 | ) | (1,596 | ) | |||
| Selling, general, and administrative expenses | (1,601 | ) | (1,308 | ) | (1,189 | ) | |||
| Impairment of long-lived and other assets | — | (49 | ) | (74 | ) | ||||
| Operating income (loss) | 4,081 | 2,661 | (1,177 | ) | |||||
| Other income | 312 | 257 | 117 | ||||||
| Other deductions | (21 | ) | (14 | ) | (4 | ) | |||
| Interest expense and related charges | (900 | ) | (740 | ) | (368 | ) | |||
| Impacts of Tax Receivable Agreement | (5 | ) | (164 | ) | (128 | ) | |||
| Net income (loss) before income taxes | 3,467 | 2,000 | (1,560 | ) | |||||
| Income tax (expense) benefit | (655 | ) | (508 | ) | 350 | ||||
| Net income (loss) | 2,812 | 1,492 | (1,210 | ) | |||||
| Net (income) loss attributable to noncontrolling interest and redeemable noncontrolling<br>interest | (153 | ) | 1 | (17 | ) | ||||
| Net income (loss) attributable to Vistra | 2,659 | 1,493 | (1,227 | ) | |||||
| Cumulative dividends attributable to preferred stock | (192 | ) | (150 | ) | (150 | ) | |||
| Net income (loss) attributable to Vistra common stock | $ | 2,467 | $ | 1,343 | $ | (1,377 | ) |
Vistra – Press Release
Feb. 27, 2025, Page 7
VISTRA CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of Dollars)
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||
| Cash flows — operating activities: | |||||||||
| Net income (loss) | $ | 2,812 | $ | 1,492 | $ | (1,210 | ) | ||
| Adjustments to reconcile net income (loss) to cash provided by (used in) operating<br>activities: | |||||||||
| Depreciation and amortization | 2,631 | 1,956 | 2,047 | ||||||
| Deferred income tax expense (benefit), net | 607 | 457 | (359 | ) | |||||
| Gain on sale of land | — | (95 | ) | (8 | ) | ||||
| Impairment of long-lived and other assets | — | 49 | 74 | ||||||
| Unrealized net (gain) loss from<br>mark-to-market valuations of commodities | (1,155 | ) | (490 | ) | 2,510 | ||||
| Unrealized net (gain) loss from<br>mark-to-market valuations of interest rate swaps | (53 | ) | 36 | (250 | ) | ||||
| Unrealized net gain from nuclear decommissioning trusts | (116 | ) | — | — | |||||
| Change in asset retirement obligation liability | 38 | 27 | 13 | ||||||
| Asset retirement obligation accretion expense | 114 | 34 | 34 | ||||||
| Impacts of Tax Receivable Agreement | 5 | 164 | 128 | ||||||
| Gain on TRA repurchase and tender offers | (10 | ) | (29 | ) | — | ||||
| Bad debt expense | 183 | 164 | 179 | ||||||
| Stock-based compensation | 100 | 77 | 63 | ||||||
| Other, net | (89 | ) | 103 | (71 | ) | ||||
| Changes in operating assets and liabilities: | |||||||||
| Accounts receivable — trade | (242 | ) | 214 | (852 | ) | ||||
| Inventories | (31 | ) | (174 | ) | 36 | ||||
| Accounts payable — trade | 19 | (350 | ) | 94 | |||||
| Commodity and other derivative contractual assets and liabilities | (175 | ) | 82 | (228 | ) | ||||
| Margin deposits, net | 842 | 1,899 | (1,874 | ) | |||||
| Uplift securitization proceeds receivable from ERCOT | — | — | 544 | ||||||
| Accrued interest | (18 | ) | 46 | 16 | |||||
| Accrued taxes | (1 | ) | 5 | (8 | ) | ||||
| Accrued employee incentive | 8 | 58 | 21 | ||||||
| Asset retirement obligation settlement | (88 | ) | (81 | ) | (87 | ) | |||
| Major plant outage deferral | (91 | ) | (32 | ) | 20 | ||||
| Other — net assets | (616 | ) | 84 | (17 | ) | ||||
| Other — net liabilities | (111 | ) | (243 | ) | (330 | ) | |||
| Cash provided by operating activities | 4,563 | 5,453 | 485 | ||||||
| Cash flows — investing activities: | |||||||||
| Capital expenditures, including nuclear fuel purchases and LTSA prepayments | (2,078 | ) | (1,676 | ) | (1,301 | ) | |||
| Energy Harbor acquisition (net of cash acquired) | (3,065 | ) | — | — | |||||
| Proceeds from sales of nuclear decommissioning trust fund securities | 2,216 | 601 | 670 | ||||||
| Investments in nuclear decommissioning trust fund securities | (2,239 | ) | (624 | ) | (693 | ) | |||
| Proceeds from sales of environmental allowances | 773 | 500 | 1,275 | ||||||
| Purchases of environmental allowances | (1,226 | ) | (1,071 | ) | (1,303 | ) | |||
| Proceeds from sales of property, plant, and equipment, including nuclear fuel | 196 | 115 | 78 |
Vistra – Press Release
Feb. 27, 2025, Page 8
VISTRA CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of Dollars)
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | |||||||
| Proceeds from sales of transferable ITCs | 150 | — | — | ||||||
| Other, net | (3 | ) | 10 | 35 | |||||
| Cash used in investing activities | (5,276 | ) | (2,145 | ) | (1,239 | ) | |||
| Cash flows — financing activities: | |||||||||
| Issuances of long-term debt | 3,817 | 2,498 | 1,498 | ||||||
| Repayments/repurchases of debt | (2,287 | ) | (33 | ) | (251 | ) | |||
| Net borrowings (repayments) under accounts receivable financing | 750 | (425 | ) | 425 | |||||
| Borrowings under Revolving Credit Facility | 50 | 100 | 1,750 | ||||||
| Repayments under Revolving Credit Facility | (50 | ) | (350 | ) | (1,500 | ) | |||
| Borrowings under Commodity-Linked Facility | 1,802 | — | 3,150 | ||||||
| Repayments under Commodity-Linked Facility | (1,802 | ) | (400 | ) | (2,750 | ) | |||
| Debt issuance costs | (76 | ) | (59 | ) | (31 | ) | |||
| Stock repurchases | (1,266 | ) | (1,245 | ) | (1,949 | ) | |||
| Dividends paid to common stockholders | (305 | ) | (313 | ) | (302 | ) | |||
| Dividends paid to preferred stockholders | (173 | ) | (150 | ) | (151 | ) | |||
| Dividends paid to noncontrolling and redeemable noncontrolling interest holders | (180 | ) | — | — | |||||
| Payment for acquisition of noncontrolling interest | (1,748 | ) | — | — | |||||
| TRA Repurchase and tender offer — return of capital | (122 | ) | — | — | |||||
| Other, net | (14 | ) | 83 | 31 | |||||
| Cash used in financing activities | (1,604 | ) | (294 | ) | (80 | ) | |||
| Net change in cash, cash equivalents and restricted cash | (2,317 | ) | 3,014 | (834 | ) | ||||
| Cash, cash equivalents and restricted cash — beginning balance | 3,539 | 525 | 1,359 | ||||||
| Cash, cash equivalents and restricted cash — ending balance | $ | 1,222 | $ | 3,539 | $ | 525 |
Vistra – Press Release
Feb. 27, 2025, Page 9
VISTRA CORP.
NON-GAAP RECONCILIATIONS - ADJUSTED EBITDA
FOR THE THREE MONTHS ENDED DECEMBER 31, 2024
(Unaudited) (Millions of Dollars)
| Retail | Texas | East | West | Eliminations/ Corp andOther | OngoingOperationsConsolidated | AssetClosure | Vistra Corp.Consolidated | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | 984 | $ | (311 | ) | $ | 30 | $ | 41 | $ | (202 | ) | $ | 542 | $ | (52 | ) | $ | 490 | |||||
| Income tax benefit | — | — | — | — | (39 | ) | (39 | ) | — | (39 | ) | |||||||||||||
| Interest expense and related charges (a) | 16 | (13 | ) | (5 | ) | — | 158 | 156 | 1 | 157 | ||||||||||||||
| Depreciation and amortization (b) | 29 | 183 | 405 | 22 | 16 | 655 | — | 655 | ||||||||||||||||
| EBITDA | **** | 1,029 | **** | **** | (141 | ) | **** | 430 | **** | **** | 63 | **** | **** | (67 | ) | **** | 1,314 | **** | **** | (51 | ) | **** | 1,263 | **** |
| Unrealized net (gain) loss resulting from hedging transactions | (437 | ) | 724 | 309 | (23 | ) | — | 573 | (1 | ) | 572 | |||||||||||||
| Purchase accounting impacts | — | — | (4 | ) | — | — | (4 | ) | — | (4 | ) | |||||||||||||
| Non-cash compensation expenses | — | — | — | — | 24 | 24 | — | 24 | ||||||||||||||||
| Transition and merger expenses | — | — | 15 | — | 36 | 51 | — | 51 | ||||||||||||||||
| Decommissioning-related activities (c) | — | 7 | 22 | — | — | 29 | — | 29 | ||||||||||||||||
| ERP system implementation expenses | 1 | 1 | 1 | — | — | 3 | — | 3 | ||||||||||||||||
| Other, net | 7 | 7 | 1 | 4 | (24 | ) | (5 | ) | 1 | (4 | ) | |||||||||||||
| Adjusted EBITDA | $ | 600 | **** | $ | 598 | **** | $ | 774 | **** | $ | 44 | **** | $ | (31 | ) | $ | 1,985 | **** | $ | (51 | ) | $ | 1,934 | **** |
Note: Texas and East segments include nuclear PTC revenue estimate of $281 million and $264 million, respectively. See Note 4 to the Financial Statements for additional information.
| (a) | Includes $79 million of unrealized<br>mark-to-market net gains on interest rate swaps. |
|---|---|
| (b) | Includes nuclear fuel amortization of $25 million and $93 million, respectively, in the Texas and<br>East segments. |
| --- | --- |
| (c) | Represents net of all NDT (income) loss of the PJM nuclear facilities, ARO accretion expense for operating<br>assets and ARO remeasurement impacts for operating assets. |
| --- | --- |
Vistra – Press Release
Feb. 27, 2025, Page 10
VISTRA CORP.
NON-GAAP RECONCILIATIONS - ADJUSTED EBITDA
FOR THE YEAR ENDED DECEMBER 31, 2024
(Unaudited) (Millions of Dollars)
| Retail | Texas | East | West | Eliminations /Corp andOther | OngoingOperationsConsolidated | AssetClosure | Vistra Corp.Consolidated | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | 1,216 | $ | 2,133 | $ | 902 | $ | 471 | $ | (1,794 | ) | $ | 2,928 | $ | (116 | ) | $ | 2,812 | |||||
| Income tax expense | — | — | — | — | 655 | 655 | — | 655 | |||||||||||||||
| Interest expense and related charges (a) | 54 | (46 | ) | (9 | ) | (1 | ) | 898 | 896 | 4 | 900 | ||||||||||||
| Depreciation and amortization (b) | 114 | 686 | 1,278 | 86 | 66 | 2,230 | — | 2,230 | |||||||||||||||
| EBITDA | **** | 1,384 | **** | 2,773 | **** | **** | 2,171 | **** | **** | 556 | **** | **** | (175 | ) | **** | 6,709 | **** | **** | (112 | ) | **** | 6,597 | **** |
| Unrealized net (gain) loss resulting from hedging transactions | 52 | (790 | ) | (76 | ) | (332 | ) | — | (1,146 | ) | (9 | ) | (1,155 | ) | |||||||||
| Purchase accounting impacts | — | 1 | (12 | ) | — | (14 | ) | (25 | ) | — | (25 | ) | |||||||||||
| Impacts of Tax Receivable Agreement (c) | — | — | — | — | (5 | ) | (5 | ) | — | (5 | ) | ||||||||||||
| Non-cash compensation expenses | — | — | — | — | 100 | 100 | — | 100 | |||||||||||||||
| Transition and merger expenses | 2 | 1 | 22 | — | 111 | 136 | — | 136 | |||||||||||||||
| Decommissioning-related activities (d) | — | 26 | (91 | ) | 2 | — | (63 | ) | — | (63 | ) | ||||||||||||
| ERP system implementation expenses | 8 | 7 | 5 | 1 | — | 21 | 2 | 23 | |||||||||||||||
| Other, net | 17 | 14 | (2 | ) | 11 | (111 | ) | (71 | ) | 2 | (69 | ) | |||||||||||
| Adjusted EBITDA | $ | 1,463 | $ | 2,032 | **** | $ | 2,017 | **** | $ | 238 | **** | $ | (94 | ) | $ | 5,656 | **** | $ | (117 | ) | $ | 5,539 | **** |
Note: Texas and East segments include nuclear PTC revenue estimate of $281 million and $264 million, respectively. See Note 4 to the Financial Statements for additional information.
| (a) | Includes $53 million of unrealized<br>mark-to-market net gains on interest rate swaps. |
|---|---|
| (b) | Includes nuclear fuel amortization of $105 million and $282 million, respectively, in the Texas and<br>East segments. |
| --- | --- |
| (c) | Includes $10 million gain recognized on the repurchase of TRA Rights in the year ending December 31,<br>2024. |
| --- | --- |
| (d) | Represents net of all NDT (income) loss of the PJM nuclear facilities, ARO accretion expense for operating<br>assets and ARO remeasurement impacts for operating assets. |
| --- | --- |
Vistra – Press Release
Feb. 27, 2025, Page 11
VISTRA CORP.
NON-GAAP RECONCILIATIONS - ADJUSTED EBITDA
FOR THE THREE MONTHS ENDED DECEMBER 31, 2023
(Unaudited) (Millions of Dollars)
| Retail | Texas | East | West | Eliminations /Corp andOther | OngoingOperationsConsolidated | AssetClosure | Vistra Corp.Consolidated | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | (38 | ) | $ | (32 | ) | $ | 292 | $ | (27 | ) | $ | (350 | ) | $ | (155 | ) | $ | (29 | ) | $ | (184 | ) | |
| Income tax benefit | — | — | — | — | 38 | 38 | — | 38 | ||||||||||||||||
| Interest expense and related charges (a) | 1 | (6 | ) | — | — | 294 | 289 | 1 | 290 | |||||||||||||||
| Depreciation and amortization (b) | 24 | 179 | 174 | 23 | 16 | 416 | — | 416 | ||||||||||||||||
| EBITDA before Adjustments | **** | (13 | ) | **** | 141 | **** | **** | 466 | **** | **** | (4 | ) | **** | (2 | ) | **** | 588 | **** | **** | (28 | ) | **** | 560 | **** |
| Unrealized net (gain) loss resulting from hedging transactions | 472 | 92 | (265 | ) | 71 | — | 370 | (4 | ) | 366 | ||||||||||||||
| Impacts of Tax Receivable Agreement (c) | — | — | — | — | 5 | 5 | — | 5 | ||||||||||||||||
| Non-cash compensation expenses | — | — | — | — | 14 | 14 | — | 14 | ||||||||||||||||
| Transition and merger expenses | 2 | — | — | — | 8 | 10 | — | 10 | ||||||||||||||||
| Winter Storm Uri (d) | (6 | ) | 2 | — | — | — | (4 | ) | — | (4 | ) | |||||||||||||
| Other, net | 8 | 3 | 24 | — | (53 | ) | (18 | ) | — | (18 | ) | |||||||||||||
| Adjusted EBITDA | $ | 463 | **** | $ | 238 | **** | $ | 225 | **** | $ | 67 | **** | $ | (28 | ) | $ | 965 | **** | $ | (32 | ) | $ | 933 | **** |
| (a) | Includes $101 million of unrealized<br>mark-to-market net losses on interest rate swaps. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (b) | Includes nuclear fuel amortization of $23 million in the Texas segment. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (c) | Includes $29 million gain recognized on the repurchase of TRA Rights in December 2023.<br> | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (d) | Includes the application of bill credits to large commercial and industrial customers that curtailed their<br>usage during Winter Storm Uri. | |||||||||||||||||||||||
| --- | --- |
Vistra – Press Release
Feb. 27, 2025, Page 12
VISTRA CORP.
NON-GAAP RECONCILIATIONS - ADJUSTED EBITDA
FOR THE YEAR ENDED DECEMBER 31, 2023
(Unaudited) (Millions of Dollars)
| Retail | Texas | East | West | Eliminations /Corp andOther | OngoingOperationsConsolidated | AssetClosure | Vistra Corp.Consolidated | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | 424 | 398 | 1,749 | 454 | (1,527 | ) | $ | 1,498 | (6 | ) | $ | 1,492 | ||||||||||||
| Income tax expense | — | — | 1 | — | 507 | 508 | — | 508 | ||||||||||||||||
| Interest expense and related charges (a) | 20 | (21 | ) | 2 | (8 | ) | 742 | 735 | 5 | 740 | ||||||||||||||
| Depreciation and amortization (b) | 102 | 641 | 703 | 79 | 68 | 1,593 | — | 1,593 | ||||||||||||||||
| EBITDA before Adjustments | **** | 546 | **** | **** | 1,018 | **** | **** | 2,455 | **** | **** | 525 | **** | **** | (210 | ) | **** | 4,334 | **** | **** | (1 | ) | **** | 4,333 | **** |
| Unrealized net (gain) loss resulting from hedging transactions | 586 | 813 | (1,586 | ) | (267 | ) | — | (454 | ) | (36 | ) | (490 | ) | |||||||||||
| Impacts of Tax Receivable Agreement (c) | — | — | — | — | 135 | 135 | — | 135 | ||||||||||||||||
| Non-cash compensation expenses | — | — | — | — | 78 | 78 | — | 78 | ||||||||||||||||
| Transition and merger expenses | — | 1 | 2 | — | 47 | 50 | — | 50 | ||||||||||||||||
| Impairment of long-lived and other assets | — | — | 49 | — | — | 49 | — | 49 | ||||||||||||||||
| PJM capacity performance default impacts (d) | — | — | 9 | — | — | 9 | — | 9 | ||||||||||||||||
| Winter Storm Uri (e) | (52 | ) | 4 | — | — | — | (48 | ) | — | (48 | ) | |||||||||||||
| Other, net | 25 | (2 | ) | 72 | 5 | (113 | ) | (13 | ) | (2 | ) | (15 | ) | |||||||||||
| Adjusted EBITDA | $ | 1,105 | **** | $ | 1,834 | **** | $ | 1,001 | **** | $ | 263 | **** | $ | (63 | ) | $ | 4,140 | **** | $ | (39 | ) | $ | 4,101 | **** |
| (a) | Includes $36 million of unrealized<br>mark-to-market net losses on interest rate swaps. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (b) | Includes nuclear fuel amortization of $91 million in the Texas segment. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (c) | Includes $29 million gain recognized on the repurchase of TRA Rights in December 2023.<br> | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (d) | Represents estimate of anticipated market participant defaults or settlements on initial PJM capacity<br>performance penalties due to extreme magnitude of penalties associated with Winter Storm Elliott. | |||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||
| (e) | Adjusted EBITDA impacts of Winter Storm Uri reflects the application of bill credits to large commercial and<br>industrial customers that curtailed their usage during Winter Storm Uri and a reduction in the allocation of ERCOT default uplift charges which were expected to be paid over several decades under protocols existing at the time of the storm.<br> | |||||||||||||||||||||||
| --- | --- |
Vistra – Press Release
Feb. 27, 2025, Page 13
VISTRA CORP.
NON-GAAP RECONCILIATIONS - ADJUSTED FREE CASH FLOW BEFORE GROWTH
FOR YEAR ENDED DECEMBER 31, 2024
(Unaudited) (Millions of Dollars)
| OngoingOperations | Asset<br>Closure | Vistra<br>Consolidated | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | $ | 5,656 | **** | $ | (117 | ) | $ | 5,539 | **** |
| Interest paid, net (a) | (939 | ) | — | (939 | ) | ||||
| Taxes paid | (56 | ) | — | (56 | ) | ||||
| Change in working capital, margin deposits, and accrued environmental allowance<br>obligations | 1,048 | — | 1,048 | ||||||
| Reclamation and remediation expenditures | (39 | ) | (49 | ) | (88 | ) | |||
| ERP implementation expenditures | (53 | ) | — | (53 | ) | ||||
| Transition and merger expenses | (155 | ) | (1 | ) | (156 | ) | |||
| Other changes in other operating assets and liabilities | (757 | ) | 25 | (732 | ) | ||||
| Cash provided by (used in) operating activities | $ | 4,705 | **** | $ | (142 | ) | $ | 4,563 | **** |
| Capital expenditures for maintenance including net nuclear fuel purchases and LTSA prepayments<br>(b) | (1,092 | ) | — | (1,092 | ) | ||||
| Proceeds from sale of transferable investment tax credits | 150 | — | 150 | ||||||
| Change in working capital, margin deposits, and accrued environmental allowance<br>obligations | (1,048 | ) | — | (1,048 | ) | ||||
| Transition and merger expenditures | 155 | 1 | 156 | ||||||
| ERP implementation expenditures | 53 | — | 53 | ||||||
| Other net investing activities (c) | (35 | ) | — | (35 | ) | ||||
| Adjusted free cash flow before growth | $ | 2,888 | **** | $ | (141 | ) | $ | 2,747 | **** |
| (a) | Net of interest received. | ||||||||
| --- | --- | ||||||||
| (b) | Excludes $800 million of capital expenditures related to growth and development. | ||||||||
| --- | --- | ||||||||
| (c) | Includes net contributions to nuclear decommissioning trusts and other. | ||||||||
| --- | --- |
Vistra – Press Release
Feb. 27, 2025, Page 14
VISTRA CORP.
NON-GAAP RECONCILIATIONS - 2025 GUIDANCE
(Unaudited) (Millions of Dollars)
| Ongoing<br>Operations | Asset<br>Closure | Vistra Corp.<br>Consolidated | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Low | High | Low | High | Low | High | |||||||||||||
| Net Income (loss) | $ | 2,310 | **** | $ | 2,780 | **** | $ | (90 | ) | $ | (90 | ) | $ | 2,220 | **** | $ | 2,690 | **** |
| Income tax expense | 620 | 750 | — | — | 620 | 750 | ||||||||||||
| Interest expense and related charges (a) | 1,070 | 1,070 | — | — | 1,070 | 1,070 | ||||||||||||
| Depreciation and amortization (b) | 2,180 | 2,180 | — | — | 2,180 | 2,180 | ||||||||||||
| EBITDA before Adjustments | $ | 6,180 | **** | $ | 6,780 | **** | $ | (90 | ) | $ | (90 | ) | $ | 6,090 | **** | $ | 6,690 | **** |
| Unrealized net (gain) loss resulting from hedging transactions | (872 | ) | (872 | ) | (2 | ) | (2 | ) | (874 | ) | (874 | ) | ||||||
| Fresh start/purchase accounting impacts | (5 | ) | (5 | ) | — | — | (5 | ) | (5 | ) | ||||||||
| Non-cash compensation expenses | 135 | 135 | — | — | 135 | 135 | ||||||||||||
| Transition and merger expenses | 35 | 35 | — | — | 35 | 35 | ||||||||||||
| Decommissioning activities (c) | 48 | 48 | — | — | 48 | 48 | ||||||||||||
| ERP system implementation expenses | 11 | 11 | — | — | 11 | 11 | ||||||||||||
| Interest income | (45 | ) | (45 | ) | — | — | (45 | ) | (45 | ) | ||||||||
| Other, net | 13 | 13 | 2 | 2 | 15 | 15 | ||||||||||||
| Adjusted EBITDA guidance | $ | 5,500 | **** | $ | 6,100 | **** | $ | (90 | ) | $ | (90 | ) | $ | 5,410 | **** | $ | 6,010 | **** |
| Interest paid, net | (1,098 | ) | (1,098 | ) | — | — | (1,098 | ) | (1,098 | ) | ||||||||
| Tax (paid) / received | (111 | ) | (111 | ) | — | — | (111 | ) | (111 | ) | ||||||||
| Change in working capital, margin deposits, and accrued environmental allowance<br>obligations | 595 | 595 | — | — | 595 | 595 | ||||||||||||
| Reclamation and remediation | (53 | ) | (53 | ) | (90 | ) | (90 | ) | (143 | ) | (143 | ) | ||||||
| ERP system implementation expenditures | (39 | ) | (39 | ) | — | — | (39 | ) | (39 | ) | ||||||||
| Other changes in other operating assets and liabilities | (164 | ) | (164 | ) | (10 | ) | (10 | ) | (174 | ) | (174 | ) | ||||||
| Cash provided by operating activities | $ | 4,630 | **** | $ | 5,230 | **** | $ | (190 | ) | $ | (190 | ) | $ | 4,440 | **** | $ | 5,040 | **** |
| Capital expenditures including nuclear fuel purchases and LTSA prepayments | (1,221 | ) | (1,221 | ) | — | — | (1,221 | ) | (1,221 | ) | ||||||||
| Other net investing activities | (20 | ) | (20 | ) | — | — | (20 | ) | (20 | ) | ||||||||
| Change in working capital, margin deposits, and accrued environmental allowance<br>obligations | (595 | ) | (595 | ) | — | — | (595 | ) | (595 | ) | ||||||||
| Transition and merger expenditures | 56 | 56 | — | — | 56 | 56 | ||||||||||||
| Interest on noncontrolling interest repurchase obligation | 111 | 111 | — | — | 111 | 111 | ||||||||||||
| ERP implementation expenditures | 39 | 39 | — | — | 39 | 39 | ||||||||||||
| Adjusted free cash flow before growth guidance | $ | 3,000 | **** | $ | 3,600 | **** | $ | (190 | ) | $ | (190 | ) | $ | 2,810 | **** | $ | 3,410 | **** |
Regulation G Table for 2025 Guidance prepared as of Nov. 7, 2024, based on market curves as of Nov. 4, 2024.
| (a) | Includes $111 million interest on redeemable noncontrolling interest repurchase obligation.<br> |
|---|---|
| (b) | Includes nuclear fuel amortization of $412 million. |
| --- | --- |
| (c) | Represents net of all NDT (income) loss of the PJM nuclear facilities, ARO accretion expense for operating<br>assets and ARO remeasurement impacts for operating assets. |
| --- | --- |