8-K

Vistra Corp. (VST)

8-K 2023-11-07 For: 2023-11-07
View Original
Added on April 03, 2026

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): November 7, 2023

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
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(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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading<br>Symbol(s) Name of Each Exchange<br> <br>on Which Registered
Common stock, par value $0.01 per share VST New York Stock Exchange
Warrants VST.WS.A 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 November 7, 2023, Vistra Corp. (the “Company”) issued a press release announcing, among other matters, its financial results for the quarter ended September 30, 2023. A copy of such press 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.

In accordance with General Instruction B.2 of Form 8-K, the information set forth 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 Exchange Act.

Exhibit<br> <br>No. Description
99.1 Press Release dated November 7, 2023.
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.

Dated: November 7, 2023
VISTRA CORP.
By: /s/ Christy Dobry
Name: Christy Dobry
Title: Senior Vice President and Controller

EX-99.1

Exhibit 99.1

LOGO

LOGO

Vistra Reports Third Quarter 2023 Results; Initiates 2024

Guidance

Earnings Release Highlights

Recorded third quarter 2023 Net Income of $502 million and Net Income from Ongoing Operations^1^ of $519 million and achieved Ongoing Operations Adjusted EBITDA^1^ of $1,613 million.
Raised and narrowed 2023 Ongoing Operations Adjusted EBITDA and Ongoing Operations Adjusted FCFbG^1^ guidance ranges to $3.95 billion to $4.10 billion and $2.35 billion to $2.50 billion, respectively.
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Initiated Vistra standalone 2024 Ongoing Operations Adjusted EBITDA and Ongoing Operations Adjusted FCFbG^1^ guidance ranges of $3.7 billion to $4.1 billion and $1.9 billion to $2.3 billion, respectively.^2^
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Vistra’s reliable generation fleet achieved commercial availability^3^ of 98% on average throughout the summer in ERCOT’s record-breaking summer heat; the flexibility of Vistra’s diverse fleet throughout all markets drove higher earnings for the company.<br>
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TXU Energy recognized as a 5-star retailer by the Public Utility<br>Commission of Texas for 12 straight months; strong counts and margin performance, even in the higher-priced summer months, highlight the stability and strength of the brand.
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Continued steady execution of the capital allocation plan with $1 billion of share repurchases executed year-to-date 2023, and a fourth quarter 2023 dividend of $0.213 per share of common stock declared.
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IRVING, TexasNov. 7, 2023 — Vistra Corp. (NYSE: VST) today reported its third quarter 2023 financial results and other highlights.

“Vistra delivered $1,613 million in Ongoing Operations Adjusted EBITDA in the third quarter of 2023, underscoring our core competencies in generation, retail, and commercial activities in a variety of weather and load conditions experienced this past quarter across the markets we serve,” said Jim Burke, president and CEO of Vistra. “Texas experienced a record-breaking summer as it relates to both weather and demand. The state saw the hottest third quarter on record. Grid conditions at times were tight, and ERCOT set new peak demand records on 10 different occasions throughout the summer, setting a new all-time record for peak load of over 85,000 megawatts in August. Despite the extreme conditions, our generation team rose to the challenge. With an unyielding focus on reliability, the team delivered 2.5 terawatt hours more than any other quarter’s generation output in at least the past 10 years, going above and beyond to help keep the lights on, and much-needed air conditioning flowing, for the people of Texas.”

Vistra – Press Release

Nov. 7, 2023, Page 2

Burke continued, “Our integrated generation, retail, and commercial teams worked collaboratively to provide our retail customers a stable and affordable product while dynamically managing our own assets and financial positions in a highly volatile price environment that created significant value for our shareholders. Outside of Texas, the summer weather was milder, but our dynamic position management and retail customer count growth quarter-over-quarter allowed us to achieve strong results in the markets we serve outside of ERCOT as well. We are exceedingly proud of the hard work of the women and men of Vistra in their commitment to serving our customers, the communities in which we operate and, of course, our shareholders.”

Burke concluded, “I would also like to highlight our continued steady delivery on our capital allocation program, buying back approximately 26% of our shares and collectively returning $3.785 billion to our shareholders since the program was originally announced in the fourth quarter of 2021. We remain focused on advancing our four strategic priorities of producing strong, stable earnings through our integrated business, returning capital to our shareholders, maintaining our balance sheet strength, and supporting the clean-energy transition with, among other projects, the transformative acquisition of Energy Harbor we are targeting and working to close in the fourth quarter. We look forward to concluding 2023 on a strong note and beginning our execution against our 2024 financial and performance targets.”

Vistra – Press Release

Nov. 7, 2023, Page 3

Summary of Financial Results for the Third Quarter Ended September 30, 2023^4^

(Unaudited) (Millions of Dollars)

Three Months Ended<br>September 30, Nine Months Ended<br>September 30,
2023 2022 2023 2022
Net income (loss) $ 502 $ 678 $ 1,676 $ (962 )
Ongoing operations net income (loss) $ 519 $ 662 $ 1,653 $ (808 )
Ongoing operations Adjusted EBITDA $ 1,613 $ 1,040 $ 3,174 $ 2,335
Adjusted EBITDA by Segment
Retail $ 173 $ (2 ) $ 642 $ 564
Texas $ 950 $ 873 $ 1,540 $ 1,221
East $ 315 $ 138 $ 526 $ 450
West $ 87 $ 45 $ 196 $ 110
Sunset $ 102 $ (6 ) $ 305 $ 16
Corporate and Other $ (14 ) $ (8 ) $ (35 ) $ (26 )
Asset Closure $ (24 ) $ (59 ) $ (6 ) $ (77 )

For the three months ended Sept. 30, 2023, Vistra reported Net Income of $502 million, Net Income from Ongoing Operations of $519 million, and Ongoing Operations Adjusted EBITDA of $1,613 million. Vistra’s Net Income for the third quarter 2023 was a reduction of $176 million from the third quarter 2022 Net Income, driven primarily by higher unrealized hedging losses in the quarter, offset by strong operating performances in the quarter by each of our generation, retail and commercial teams. Ongoing Operations Adjusted EBITDA for the third quarter 2023 was $573 million higher than the third quarter 2022, driven primarily by higher energy margins achieved through strong operating results and the comprehensive hedging strategy.

Guidance^2^

($ in millions) Increased and Narrowed<br><br><br>2023 Guidance Ranges Initiated2024 Guidance Ranges
Ongoing Operations Adjusted EBITDA $ 3,950 - $4,100 $ 3,700 - $4,100
Ongoing Operations Adjusted FCFbG $ 2,350 - $2,500 $ 1,900 - $2,300

The $3,900 million midpoint of Vistra’s 2024 Ongoing Operations Adjusted EBITDA range is meaningfully higher than the range of midpoint opportunities the company had estimated for 2024 in prior quarters.

As of Sept. 30, 2023, Vistra had hedged approximately 90% of its expected generation volumes on average for the balance of 2023 through 2025, with the balance of 2023 hedged at approximately 99% and 2024 hedged at approximately 97%. Vistra’s hedging program, as well as forward price curves as of Nov. 2, 2023, support the company’s initiated 2024 guidance ranges and further provides confidence that Vistra has increased its earning potential to the previously announced Ongoing Operations Adjusted EBITDA midpoint opportunity for 2025. Vistra is currently anticipating the 2025 midpoint opportunity to be in the range of $3,800 million to $4,000 million for Ongoing Operations Adjusted EBITDA, versus the prior estimated range of $3,700 million to $3,800 million (exclusive of any future EBITDA contribution from Energy Harbor).^5^

Vistra – Press Release

Nov. 7, 2023, Page 4

Share Repurchase Program

As of Nov. 2, 2023:

Vistra had executed ~$3.26 billion in share repurchases since November 2021.
Vistra had ~$1 billion remaining under its $4.25 billion share repurchase authorization, which is<br>expected to be fully utilized by year-end 2024.
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Vistra had ~357.5 million shares outstanding, representing a ~26% reduction of the amount of the shares<br>outstanding on Nov. 2, 2021.
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Clean Energy Transition

Vistra is focused on reliability, affordability and sustainability of electricity in the markets in which we operate. With this in mind, Vistra continues to grow its fleet of lower carbon resources, advancing these interests through cost-effective, strategic investments in solar and battery storage developments and through the anticipated acquisition of Energy Harbor.

On Nov. 6, 2023, Vistra published its 2023 Climate Report in accordance with the Task Force on Climate-related Financial Disclosures (TCFD) framework. The TCFD framework provides a set of recommended climate-related disclosures and guidelines that companies may use to better inform investors, customers, and others. We care about our stakeholders and are proud to share with them how the company is well-prepared to manage climate-related risks as well as capitalize on potential opportunities.

In March 2023, Vistra announced the execution of a definitive agreement to acquire Energy Harbor, which will add more than 4,000 MW of nuclear generation to its portfolio along with approximately 1 million additional retail customers. Together with Comanche Peak, this acquisition will bring Vistra’s nuclear capacity to more than 6,400 MW at the transaction’s closing. Further, in 2022, Comanche Peak applied to extend its licenses through 2050 and 2053 for the two-unit facility, an additional 20 years beyond the original licenses. This process is advancing as expected.

The Inflation Reduction Act is anticipated to provide the opportunity to realize material benefits to Vistra with respect to our renewables and energy storage projects, as well as provide strong price support via the nuclear production tax credit for our nuclear facilities, including those being acquired through the Energy Harbor transaction.

Vistra expects to start construction on its three largest combined solar and energy storage projects, part of the Illinois Coal to Solar and Energy Storage Initiative, in the spring of 2024. Vistra intends to remain strategic and disciplined with respect to the timing of investments in renewables and battery storage projects.

Vistra – Press Release

Nov. 7, 2023, Page 5

Liquidity

As of Sept. 30, 2023, Vistra had total available liquidity of approximately $4,420 million, including cash and cash equivalents of $3,170 million, $849 million of availability under its corporate revolving credit facility, and $401 million of availability under its commodity-linked revolving credit facility. Available liquidity excludes approximately $750 million and $125 million of undrawn available borrowing capacity as of Sept. 30, 2023, under Vistra’s accounts receivable and repurchase facility financing arrangements, respectively.

Available capacity under the commodity-linked revolving credit facility reflects the borrowing base as of Sept. 30, 2023, of $401 million and no cash borrowings. The reduction in the borrowing base as compared to the $1.35 billion facility limit was due, in part, to the expiration of certain deemed 2023 hedges and would have increased in size in a rising commodity price environment in accordance with the terms of the Commodity-Linked Facility. The Commodity-Linked Facility was amended in October 2023, increasing the aggregate commitments to $1.575 billion and extending the term to October 2024. As part of the amendment, the portfolio of deemed hedges was updated, leading to an increase in the borrowing base on such date to $1.233 billion.

Earnings Webcast

Vistra will host a webcast today, Nov. 7, 2023, beginning at 9 a.m. ET (8 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: (https://investor.vistracorp.com/events-and-presentations) 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 Non-GAAP Financial Measures and ItemsAffecting Comparability

“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 – Press Release

Nov. 7, 2023, Page 6

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 believes that analysis of its ability to service its cash obligations 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 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.

Media

Meranda Cohn

214-875-8004

Media.Relations@vistracorp.com

Analysts

Meagan Horn

214-812-0046

Investor@vistracorp.com

1 Ongoing Operations excludes the Asset Closure segment. Net Income (Loss) from Ongoing Operations, Ongoing<br>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<br>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 Initiated 2024 guidance ranges are for Vistra standalone, without any estimated impacts of Energy Harbor<br>performance.
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3 Commercial availability statistic here defined to include fossil generation in our ERCOT operating segments,<br>excluding the impacts from our prolonged 400MW Lake Hubbard Unit 1 outage beginning in June due to a transformer replacement. While our nuclear facility, Comanche Peak, does not report a commercial availability statistic, it achieved a corresponding<br>98% capacity factor.
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4 Upon movement of the Edwards Power Plant to the Asset Closure segment effective Jan. 1, 2023, prior year<br>results were retrospectively adjusted for comparative purposes.
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5 Reflects the potential midpoint opportunity range of Ongoing Operations Adjusted EBITDA^^for 2025 based on market curves as of Nov. 2, 2023; prior estimated range as disclosed on first quarter 2023 earnings call; does not include the incremental Adj. EBITDA contribution expected from the<br>Energy Harbor acquisition; this range of estimated opportunities is not intended to be guidance.
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About Vistra

Vistra (NYSE: VST) is a leading, Fortune 500 integrated retail electricity and power generation company based in Irving, Texas, providing essential resources for customers, commerce, and communities. With operations in 20 states and the District of Columbia, Vistra combines an innovative, customer-centric approach to retail with safe, reliable, and efficient power generation. Learn more at https://www.vistracorp.com.

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, 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 (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,”

Vistra – Press Release

Nov. 7, 2023, Page 7

“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, including the acquisition of Energy Harbor, 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, 2022 and any 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

Nov. 7, 2023, Page 8

VISTRA CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited) (Millions of Dollars)

Three Months EndedSeptember 30, Nine Months EndedSeptember 30,
2023 2022 2023 2022
Operating revenues $ 4,086 $ 5,146 $ 11,701 $ 9,859
Fuel, purchased power costs and delivery fees (2,109 ) (3,139 ) (5,754 ) (7,580 )
Operating costs (411 ) (400 ) (1,277 ) (1,250 )
Depreciation and amortization (375 ) (390 ) (1,109 ) (1,214 )
Selling, general and administrative expenses (357 ) (323 ) (953 ) (894 )
Impairment of long-lived assets (49 )
Operating income (loss) 834 894 2,559 (1,079 )
Other income 32 10 174 88
Other deductions (3 ) (5 ) (9 ) (18 )
Interest expense and related charges (143 ) (71 ) (450 ) (186 )
Impacts of Tax Receivable Agreement (49 ) 86 (128 ) (29 )
Net income (loss) before income taxes 671 914 2,146 (1,224 )
Income tax (expense) benefit (169 ) (236 ) (470 ) 262
Net income (loss) $ 502 $ 678 $ 1,676 $ (962 )
Net (income) loss attributable to noncontrolling interest (10 ) 1 (19 )
Net income (loss) attributable to Vistra $ 502 $ 668 $ 1,677 $ (981 )
Cumulative dividends attributable to preferred stock (37 ) (37 ) (112 ) (112 )
Net income (loss) attributable to Vistra common stock $ 465 $ 631 $ 1,565 $ (1,093 )

Vistra – Press Release

Nov. 7, 2023, Page 9

VISTRA CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (Millions of Dollars)

Nine Months EndedSeptember 30,
2023 2022
Cash flows - operating activities:
Net income (loss) $ 1,676 $ (962 )
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization 1,442 1,575
Deferred income tax expense (benefit), net 437 (298 )
Gain on sale of land (95 ) (12 )
Impairment of long-lived and other assets 49
Unrealized net (gain) loss from<br>mark-to-market valuations of commodities (855 ) 2,027
Unrealized net gain from<br>mark-to-market valuations of interest rate swaps (65 ) (261 )
Asset retirement obligation accretion expense 26 26
Impacts of Tax Receivable Agreement 128 29
Stock-based compensation 63 48
Bad debt expense 131 136
Other, net 39 12
Changes in operating assets and liabilities:
Margin deposits, net 2,271 (1,805 )
Uplift securitization proceeds receivable from ERCOT 544
Accrued interest (47 ) (31 )
Accrued taxes (38 ) (46 )
Accrued employee incentive (23 ) (17 )
Other operating assets and liabilities (567 ) (873 )
Cash provided by operating activities 4,572 92
Cash flows - investing activities:
Capital expenditures, including nuclear fuel purchases and LTSA prepayments (1,262 ) (909 )
Proceeds from sales of nuclear decommissioning trust fund securities 478 428
Investments in nuclear decommissioning trust fund securities (495 ) (446 )
Proceeds from sales of environmental allowances 59 358
Purchases of environmental allowances (277 ) (343 )
Insurance proceeds 14 15
Proceeds from sale of assets 111 21
Other, net (10 ) (10 )
Cash used in investing activities (1,382 ) (886 )
Cash flows - financing activities:
Issuances of long-term debt 1,750 1,498
Repayments/repurchases of debt (21 ) (232 )
Net (repayments)/borrowings under accounts receivable financing (425 ) 625
Borrowings under Revolving Credit Facility 100 1,500
Repayments under Revolving Credit Facility (350 ) (1,500 )
Borrowings under Commodity-Linked Facility 2,750
Repayments under Commodity-Linked Facility (400 ) (2,750 )
Share repurchases (866 ) (1,590 )

Vistra – Press Release

Nov. 7, 2023, Page 10

VISTRA CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (Millions of Dollars)

Nine Months EndedSeptember 30,
2023 2022
Dividends paid to common stockholders (228 ) (227 )
Dividends paid to preferred stockholders (75 ) (76 )
Debt issuance costs (29 ) (29 )
Other, net 54 34
Cash (used in) provided by financing activities (490 ) 3
Net change in cash, cash equivalents and restricted cash 2,700 (791 )
Cash, cash equivalents and restricted cash - beginning balance 525 1,359
Cash, cash equivalents and restricted cash - ending balance $ 3,225 $ 568

Vistra – Press Release

Nov. 7, 2023, Page 11

VISTRA CORP.

NON-GAAP RECONCILIATIONS - ADJUSTED EBITDA

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023

(Unaudited) (Millions of Dollars)

Retail Texas East West Sunset Eliminations /Corp andOther OngoingOperationsConsolidated AssetClosure Vistra Corp.Consolidated
Net income (loss) $ 245 $ 438 $ 29 $ 264 $ (44 ) $ (413 ) $ 519 $ (17 ) $ 502
Income tax expense 169 169 169
Interest expense and related charges (a) 2 (5 ) 145 142 1 143
Depreciation and amortization (b) 26 158 161 22 16 18 401 401
EBITDA before Adjustments **** 273 **** **** 591 **** **** 190 **** **** 286 **** **** (28 ) **** (81 ) **** 1,231 **** **** (16 ) **** 1,215 ****
Unrealized net (gain) loss resulting from hedging transactions (97 ) 356 125 (203 ) 110 291 (8 ) 283
Impacts of Tax Receivable Agreement 49 49 49
Non-cash compensation expenses 21 21 21
Transition and merger expenses 22 22 22
PJM capacity performance default impacts (c) (3 ) 4 1 1
Winter Storm Uri impacts (d) (8 ) 1 (7 ) (7 )
Other, net 5 2 3 4 16 (25 ) 5 5
Adjusted EBITDA $ 173 **** $ 950 **** $ 315 **** $ 87 **** $ 102 **** $ (14 ) $ 1,613 **** $ (24 ) $ 1,589 ****
(a) Includes $43 million of unrealized<br>mark-to-market net gains on interest rate swaps.
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(b) Includes nuclear fuel amortization of $26 million in the Texas segment.
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(c) 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.
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(d) Includes the application of bill credits to large commercial and industrial customers that curtailed their<br>usage during Winter Storm Uri.
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Vistra – Press Release

Nov. 7, 2023, Page 12

VISTRA CORP.

NON-GAAP RECONCILIATIONS - ADJUSTED EBITDA

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(Unaudited) (Millions of Dollars)

Retail Texas East West Sunset Eliminations /Corp andOther OngoingOperationsConsolidated AssetClosure Vistra Corp.Consolidated
Net income (loss) $ 462 $ 396 $ 1,049 $ 481 $ 442 $ (1,177 ) $ 1,653 $ 23 $ 1,676
Income tax expense 1 469 470 470
Interest expense and related charges (a) 19 (15 ) (8 ) 2 448 446 4 450
Depreciation and amortization (b) 78 458 488 56 45 52 1,177 1,177
EBITDA before Adjustments **** 559 **** **** 839 **** **** 1,538 **** **** 529 **** **** 489 **** **** (208 ) **** 3,746 **** **** 27 **** **** 3,773 ****
Unrealized net (gain) loss resulting from hedging transactions 114 703 (1,024 ) (338 ) (278 ) (823 ) (32 ) (855 )
Impacts of Tax Receivable Agreement 128 128 128
Non-cash compensation expenses 63 63 63
Transition and merger expenses (2 ) 1 1 39 39 39
Impairment of long-lived assets 49 49 49
PJM capacity performance default impacts (c) 3 6 9 9
Winter Storm Uri impacts (d) (46 ) 2 (44 ) (44 )
Other, net 17 (5 ) 9 5 38 (57 ) 7 (1 ) 6
Adjusted EBITDA $ 642 **** $ 1,540 **** $ 526 **** $ 196 **** $ 305 **** $ (35 ) $ 3,174 **** $ (6 ) $ 3,168 ****
(a) Includes $65 million of unrealized<br>mark-to-market net gains on interest rate swaps.
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(b) Includes nuclear fuel amortization of $68 million in the Texas segment.
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(c) 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.
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(d) Includes the application of bill credits to large commercial and industrial customers that curtailed their<br>usage during Winter Storm Uri. We estimate remaining bill credit amounts to be applied in future periods are for the remainder of 2023 (approximately $6 million), 2024 (approximately $11 million) and 2025 (approximately $25 million).<br>
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Vistra – Press Release

Nov. 7, 2023, Page 13

VISTRA CORP.

NON-GAAP RECONCILIATIONS - ADJUSTED EBITDA

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022

(Unaudited) (Millions of Dollars)

Retail Texas East West Sunset Eliminations /Corp andOther OngoingOperationsConsolidated AssetClosure Vistra Corp.Consolidated
Net income (loss) $ (1,227 ) $ 2,156 $ (119 ) $ 72 $ 31 $ (251 ) $ 662 $ 16 $ 678
Income tax expense 236 236 236
Interest expense and related charges (a) 4 (9 ) (2 ) 1 76 70 1 71
Depreciation and amortization (b) 36 158 187 (4 ) 17 18 412 1 413
EBITDA before Adjustments **** (1,187 ) **** 2,305 **** **** 68 **** **** 66 **** **** 49 **** **** 79 **** **** 1,380 **** **** 18 **** **** 1,398 ****
Unrealized net (gain) loss resulting from hedging transactions 1,203 (1,436 ) 68 (22 ) (65 ) (252 ) (68 ) (320 )
Impacts of Tax Receivable Agreement (86 ) (86 ) (86 )
Non-cash compensation expenses 14 14 14
Transition and merger expenses (2 ) (2 ) (2 )
Winter Storm Uri impacts (c) (32 ) 1 (31 ) (31 )
Other, net 16 3 2 1 10 (15 ) 17 (9 ) 8
Adjusted EBITDA $ (2 ) $ 873 **** $ 138 **** $ 45 **** $ (6 ) $ (8 ) $ 1,040 **** $ (59 ) $ 981 ****
(a) Includes $90 million of unrealized<br>mark-to-market net gains on interest rate swaps.
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(b) Includes nuclear fuel amortization of $23 million in Texas segment.
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(c) 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.
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Vistra – Press Release

Nov. 7, 2023, Page 14

VISTRA CORP.

NON-GAAP RECONCILIATIONS - ADJUSTED EBITDA

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022

(Unaudited) (Millions of Dollars)

Retail Texas East West Sunset Eliminations /Corp andOther OngoingOperationsConsolidated AssetClosure Vistra Corp.Consolidated
Net income (loss) $ 2,099 $ (1,455 ) $ (910 ) $ 36 $ (525 ) $ (53 ) $ (808 ) $ (154 ) $ (962 )
Income tax benefit (262 ) (262 ) (262 )
Interest expense and related charges (a) 8 (20 ) 3 (3 ) 2 194 184 2 186
Depreciation and amortization (b) 109 467 545 26 49 52 1,248 29 1,277
EBITDA before Adjustments **** 2,216 **** **** (1,008 ) **** (362 ) **** 59 **** **** (474 ) **** (69 ) **** 362 **** **** (123 ) **** 239 ****
Unrealized net (gain) loss resulting from hedging transactions (1,602 ) 2,260 805 49 473 1,985 42 2,027
Impacts of Tax Receivable Agreement 29 29 29
Non-cash compensation expenses 48 48 48
Transition and merger expenses 7 1 10 18 18
Winter Storm Uri impacts (c) (95 ) (52 ) (147 ) (147 )
Other, net 38 21 6 2 17 (44 ) 40 4 44
Adjusted EBITDA $ 564 **** $ 1,221 **** $ 450 **** $ 110 **** $ 16 **** $ (26 ) $ 2,335 **** $ (77 ) $ 2,258 ****
(a) Includes $261 million of unrealized<br>mark-to-market net gains on interest rate swaps.
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(b) Includes nuclear fuel amortization of $63 million in Texas segment.
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(c) 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>
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Vistra – Press Release

Nov. 7, 2023, Page 15

VISTRA CORP – Non-GAAP Reconciliations 2023Guidance^1^

(Unaudited) (Millions of Dollars)

Ongoing Operations Asset Closure VistraConsolidated
Low High Low High Low High
Net Income (loss) **** 1,860 **** **** 1,960 **** **** (70 ) **** 30 **** **** 1,790 **** **** 1,990 ****
Income tax expense 540 590 0 0 540 590
Interest expense and related charges (a) 670 670 0 0 670 670
Depreciation and amortization (b) 1,570 1,570 0 0 1,570 1,570
EBITDA before adjustments **** 4,640 **** **** 4,790 **** **** (70 ) **** 30 **** **** 4,570 **** **** 4,820 ****
Unrealized net (gain) loss resulting from hedging transactions (889 ) (889 ) (36 ) (36 ) (925 ) (925 )
Impacts of Tax Receivable Agreement 130 130 0 0 130 130
Non-cash compensation expenses 76 76 0 0 76 76
Impairment of long-lived and other assets 49 49 0 0 49 49
Transition and merger expenses 52 52 0 0 52 52
PJM capacity performance default impacts 6 6 0 0 6 6
Winter storm Uri impacts (c) (49 ) (49 ) 0 0 (49 ) (49 )
Interest Income (92 ) (92 ) 0 0 (92 ) (92 )
Other, net 27 27 6 6 33 33
Adjusted EBITDA guidance **** 3,950 **** **** 4,100 **** **** (100 ) **** 0 **** **** 3,850 **** **** 4,100 ****
Interest paid, net (581 ) (581 ) 0 0 (581 ) (581 )
Tax (paid) / received (d) (24 ) (24 ) 0 0 (24 ) (24 )
Tax Receivable Agreement payments (10 ) (10 ) 0 0 (10 ) (10 )
Working capital and margin deposits 2,223 2,223 (5 ) (5 ) 2,218 2,218
Accrued environmental allowances 339 339 0 0 339 339
Reclamation and remediation (33 ) (33 ) (57 ) (57 ) (90 ) (90 )
ERP implementation expenditures (6 ) (6 ) 0 0 (6 ) (6 )
Other changes in other operating assets and liabilities (49 ) (49 ) (15 ) (15 ) (64 ) (64 )
Cash provided by operating activities **** 5,809 **** **** 5,959 **** **** (177 ) **** (77 ) **** 5,632 **** **** 5,882 ****
Capital expenditures including nuclear fuel purchases and LTSA prepayments (929 ) (929 ) 0 0 (929 ) (929 )
Solar and storage development expenditures (587 ) (587 ) 0 0 (587 ) (587 )
Other growth expenditures (148 ) (148 ) 0 0 (148 ) (148 )
(Purchase) sale of environmental allowances (596 ) (596 ) 0 0 (596 ) (596 )
Other net investing activities (21 ) (21 ) 12 12 (9 ) (9 )
Free cash flow **** 3,528 **** **** 3,678 **** **** (165 ) **** (65 ) **** 3,363 **** **** 3,613 ****
Working capital and margin deposits (2,223 ) (2,223 ) 5 5 (2,218 ) (2,218 )
Solar and storage development and other growth expenditures 587 587 0 0 587 587
Other growth expenditures 148 148 0 0 148 148
Accrued environmental allowances (339 ) (339 ) 0 0 (339 ) (339 )
Purchase (sale) of environmental allowances 596 596 0 0 596 596
Transition and merger expenditures 47 47 25 25 72 72
ERP implementation expenditures 6 6 0 0 6 6
Adjusted free cash flow before growth guidance **** 2,350 **** **** 2,500 **** **** (135 ) **** (35 ) **** 2,215 **** **** 2,465 ****

Vistra – Press Release

Nov. 7, 2023, Page 16

^1^ Regulation G Table for 2023 Guidance prepared as of Nov. 7, 2023.
(a) Includes unrealized (gain) / loss on interest rate swaps of $(56) million.
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(b) Includes nuclear fuel amortization of $92 million.
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(c) Adjustment for bill credits applied to large commercial and industrial customers that curtailed during Winter<br>Storm Uri.
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(d) Includes state tax payments.
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Vistra – Press Release

Nov. 7, 2023, Page 17

VISTRA CORP. - NON-GAAP RECONCILIATIONS 2024GUIDANCE^2^

(Unaudited) (Millions of Dollars)

Ongoing Operations Asset Closure Vistra Consolidated
Low High Low High Low High
Net Income (loss) **** 1,790 **** **** 2,090 **** **** (140 ) **** (40 ) **** 1,650 **** **** 2,050 ****
Income tax expense 500 600 0 0 500 600
Interest expense and related charges (a) 960 960 0 0 960 960
Depreciation and amortization (b) 1,650 1,650 0 0 1,650 1,650
EBITDA before adjustments **** 4,900 **** **** 5,300 **** **** (140 ) **** (40 ) **** 4,760 **** **** 5,260 ****
Unrealized net (gain) loss resulting from hedging transactions (1,151 ) (1,151 ) (9 ) (9 ) (1,160 ) (1,160 )
Impacts of Tax Receivable Agreement 96 96 0 0 96 96
Non-cash compensation expenses 69 69 0 0 69 69
Transition and merger expenses 8 8 0 0 8 8
Interest Income (220 ) (220 ) 0 0 (220 ) (220 )
Other, net (2 ) (2 ) 4 4 2 2
Adjusted EBITDA guidance **** 3,700 **** **** 4,100 **** **** (145 ) **** (45 ) **** 3,555 **** **** 4,055 ****
Interest paid, net (725 ) (725 ) 0 0 (725 ) (725 )
Tax (paid) / received (c) (22 ) (22 ) 0 0 (22 ) (22 )
Tax Receivable Agreement payments (28 ) (28 ) 0 0 (28 ) (28 )
Working capital and margin deposits 498 498 0 0 498 498
Accrued environmental allowances 459 459 0 0 459 459
Reclamation and remediation (31 ) (31 ) (95 ) (95 ) (126 ) (126 )
ERP implementation expenditures (50 ) (50 ) 0 0 (50 ) (50 )
Other changes in other operating assets and liabilities (46 ) (46 ) (12 ) (12 ) (58 ) (58 )
Cash provided by operating activities **** 3,755 **** **** 4,155 **** **** (252 ) **** (152 ) **** 3,503 **** **** 4,003 ****
Capital expenditures including nuclear fuel purchases and LTSA prepayments (924 ) (924 ) 0 0 (924 ) (924 )
Solar and storage development expenditures (745 ) (745 ) 0 0 (745 ) (745 )
Other growth expenditures (74 ) (74 ) 0 0 (74 ) (74 )
(Purchase) sale of environmental allowances (291 ) (291 ) 0 0 (291 ) (291 )
Other net investing activities 11 11 0 0 11 11
Free cash flow **** 1,732 **** **** 2,132 **** **** (252 ) **** (152 ) **** 1,480 **** **** 1,980 ****
Working capital and margin deposits (498 ) (498 ) 0 0 (498 ) (498 )
Solar and storage development and other growth expenditures 745 745 0 0 745 745
Other growth expenditures 74 74 0 0 74 74
Accrued environmental allowances (459 ) (459 ) 0 0 (459 ) (459 )
Purchase (sale) of environmental allowances 291 291 0 0 291 291
Transition and merger expenditures (35 ) (35 ) 2 2 (33 ) (33 )
ERP implementation expenditures 50 50 0 0 50 50
Adjusted free cash flow before growth guidance **** 1,900 **** **** 2,300 **** **** (250 ) **** (150 ) **** 1,650 **** **** 2,150 ****

Vistra – Press Release

Nov. 7, 2023, Page 18

^2^ Regulation G Table for 2024 Guidance prepared as of Nov. 7, 2023; excludes any potential contributions from<br>Energy Harbor’s performance.
(a) Includes unrealized (gain) / loss on interest rate swaps of $50 million.
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(b) Includes nuclear fuel amortization of $107 million.
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(c) Includes state tax payments.
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