A Dark Vector Cognition product

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

28K characters. Original on sec.gov ·

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The 17 tables in Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES as one CSV, figures in aligned columns. For subscribers: paste your API key. One API call. Plans from $19 a month, see pricing.

(a)Our financial statements and financial statement schedules are incorporated under Part II, Item 8 of this Annual Report on Form 10-K.
(b)SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

VISTRA ENERGY CORP. (PARENT)

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF LOSS

(Millions of Dollars)

Successor
Year Ended December 31, 2017Period from October 3, 2016 through December 31, 2016
Selling, general and administrative expense$(47)$(7)
Loss from operations(47)(7)
Interest income4—
Impacts of Tax Receivable Agreement213(22)
Income (loss) before income taxes and equity earnings170(29)
Pretax equity in gains (losses) of consolidated subsidiaries80(204)
Income tax (expense) benefit(504)70
Net loss$(254)$(163)

See Notes to the Condensed Financial Statements.

VISTRA ENERGY CORP. (PARENT)

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF CASH FLOWS

(Millions of Dollars)

Successor
Year Ended December 31, 2017Period from October 3, 2016 through December 31, 2016
Cash flows — operating activities:
Net loss$(254)$(163)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Pretax equity in (gains) losses of consolidated subsidiaries(80)204
Deferred income tax benefit (expense), net418(76)
Impacts of Tax Receivables Agreement(213)22
Other, net233
Changes in operating assets and liabilities(2)(26)
Cash used in operating activities(108)(36)
Cash flows — financing activities:
Special dividend (Note 4)—(992)
Other, net(1)1
Cash used in financing activities(1)(991)
Cash flows — investing activities:
Dividend received from subsidiaries1,505997
Odessa Acquisition(330)—
Changes in restricted cash3236
Cash provided by financing activities1,2071,033
Net change in cash and cash equivalents1,0986
Cash and cash equivalents — beginning balance2620
Cash and cash equivalents — ending balance$1,124$26

See Notes to the Condensed Financial Statements.

VISTRA ENERGY CORP. (PARENT)

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED BALANCE SHEETS

(Millions of Dollars)

December 31
20172016
ASSETS
Current assets:
Cash and cash equivalents$1,124$26
Restricted cash5990
Other current assets53
Total current assets1,188119
Equity investments in consolidated subsidiaries4,9276,067
Accumulated deferred income taxes7101,122
Other noncurrent assets67
Total assets$6,831$7,315
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable$11$—
Accrued taxes5931
Other current liabilities8691
Total current liabilities156122
Tax Receivable Agreement obligation333596
Total liabilities489718
Total shareholders' equity6,3426,597
Total liabilities and equity$6,831$7,315

See Notes to the Condensed Financial Statements.

NOTES TO CONDENSED FINANCIAL STATEMENTS

1.BASIS OF PRESENTATION

The accompanying unconsolidated condensed balance sheets, statements of net loss and cash flows present results of operations and cash flows of Vistra Energy Corp. (Parent). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules of the SEC. Because the unconsolidated condensed financial statements do not include all of the information and footnotes required by U.S. GAAP, they should be read in conjunction with the financial statements and related notes of Vistra Energy Corp. and Subsidiaries included in the 2017 Annual Report on Form 10-K. Vistra Energy Corp.'s subsidiaries have been accounted for under the equity method. All dollar amounts in the financial statements and tables in the notes are stated in millions of U.S. dollars unless otherwise indicated.

Vistra Energy Corp. (Parent) will file a consolidated U.S. federal income tax return. All consolidated tax expenses/benefits and deferred tax assets/liabilities are recorded at Vistra Energy Corp. (Parent).

2.RESTRICTIONS ON SUBSIDIARIES

The agreement governing the Vistra Operations Credit Facilities (the Credit Facilities Agreement) generally restricts the ability of Vistra Operations Company LLC (Vistra Operations) to make distributions to any direct or indirect parent unless such distributions are expressly permitted thereunder. As of December 31, 2017, Vistra Operations can distribute approximately $1.0 billion to Vistra Energy Corp. (Parent) under the Credit Facilities Agreement without the consent of any party. The amount that can be distributed by Vistra Operations to Parent was partially reduced by distributions made by Vistra Operations to Parent during the year ended December 31, 2017 of approximately $1.1 billion. Additionally, Vistra Operations may make distributions to Vistra Energy Corp. (Parent) in amounts sufficient for Vistra Energy Corp. (Parent) to make any payments required under the Tax Receivables Agreement or the Tax Matters Agreement or, to the extent arising out of Vistra Energy Corp.'s (Parent) ownership or operation of Vistra Operations, to pay any taxes or general operating or corporate overhead expenses. As of December 31, 2017, the maximum amount of restricted net assets of Vistra Operations that may not be distributed to Parent totaled $3.9 billion.

3.GUARANTEES

As of December 31, 2017, there are no material outstanding guarantees at Vistra Energy Corp. (Parent).

4.DIVIDEND RESTRICTIONS

Under applicable law, Vistra Energy Corp. (Parent) is prohibited from paying any dividend to the extent that immediately following payment of such dividend there would be no statutory surplus or Vistra Energy Corp. (Parent) would be insolvent. On December 30, 2016, Vistra Energy Corp. (Parent) paid a special cash dividend in the aggregate amount of approximately $992 million to holders of record of its common stock on December 19, 2016.

Vistra Energy Corp. (Parent) received $1.505 billion and $997 million in dividends from its consolidated subsidiaries in the Successor period for the year ended December 31, 2017 and the period from October 3, 2016 through December 31, 2016, respectively.

(c)EXHIBITS:

Vistra Energy Corp. Exhibits to Form 10-K for the Fiscal Year Ended December 31, 2017

ExhibitsPreviously Filed With File Number*As Exhibit
(2)Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
2(a)333-215288 Form S-1 (filed December 23, 2016)2.1—Order of the United States Bankruptcy Court for the District of Delaware Confirming the Third Amended Joint Plan of Reorganization
2(b)001-38086 Form 8-K (filed October 31, 2017)2.1—Agreement and Plan of Merger, dated as of October 29, 2017, by and between Vistra Energy Corp. and Dynegy, Inc.
(3(i))Articles of Incorporation
3(a)333-215288 Form S-1 (filed December 23, 2016)3.1Certification of Incorporation of TCEH Corp. (now known as Vistra Energy Corp.), dated October 3, 2016
3(b)333-215288 Form S-1 (filed December 23, 2016)3.2—Certificate of Amendment of Certificate of Incorporation of TCEH Corp. (now known as Vistra Energy Corp.), dated November 2, 2016
(3(ii))By-laws
3(c)333-215288 Form S-1 (filed December 23, 2016)3.3—Restated Bylaws of Vistra Energy Corp., dated November 4, 2016
(4)Instruments Defining the Rights of Security Holders, Including Indentures
4(a)333-215288 Form S-1 (filed December 23, 2016)4.1—Registration Rights Agreement, by and among TCEH Corp. (now known as Vistra Energy Corp.) and the Holders party thereto, dated as of October 3, 2016
(10)Material Contracts
Management Contracts; Compensatory Plans, Contracts and Arrangements
10(a)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.6—2016 Omnibus Incentive Plan
10(b)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.7—Form of Option Award Agreement (Management) for 2016 Omnibus Incentive Plan
10(c)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.8—Form of Restricted Stock Unit Award Agreement (Management) for 2016 Omnibus Incentive Plan
10(d)**—Form of Performance Stock Unit Award Agreement for 2016 Omnibus Incentive Plan
10(e)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.9—Vistra Energy Corp. Executive Annual Incentive Plan
10(f)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.10—Stockholder's Agreement, by and between TCEH Corp. (now known as Vistra Energy Corp.) and Apollo Management Holdings, L.P., dated as of October 3, 2016
ExhibitsPreviously Filed With File Number*As Exhibit
10(g)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.11—Stockholder's Agreement, by and between TCEH Corp. (now known as Vistra Energy Corp.) and Brookfield Asset Management Private Institutional Capital Adviser (Canada), dated as of October 3, 2016
10(h)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.12—Stockholder's Agreement, by and between TCEH Corp. (now known as Vistra Energy Corp.) and Oaktree Capital Management, L.P. and certain of its affiliated entities, dated as of October 3, 2016
10(i)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.19—Employment Agreement between Curtis A. Morgan and Vistra Energy Corp.
10(j)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.20—Employment Agreement between James A. Burke and Vistra Energy Corp.
10(k)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.21—Employment Agreement between William Holden and Vistra Energy Corp.
10(l)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.22—Employment Agreement between Stephanie Zapata Moore and Vistra Energy Corp.
10(m)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.23—Employment Agreement between Carrie Lee Kirby and Vistra Energy Corp.
10(n)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.24—Employment Agreement between Sara Graziano and Vistra Energy Corp.
10(o)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.25—General Release Agreement, dated as of January 31, 2017, by and between Michael Liebelson and Vistra Energy Corp.
10(p)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.26—Form of indemnification agreement with directors
10(q)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.29—Stock Purchase Agreement, dated as of October 25, 2016, by and between TCEH Corp. (now known as Vistra Energy Corp.) and Curtis A. Morgan
Credit Agreements and Related Agreements
10(r)333-215288 Form S-1 (filed December 23, 2016)10.1—Credit Agreement, dated as of October 3, 2017
10(s)333-215288 Form S-1 (filed December 23, 2016)10.2—Amendment to Credit Agreement, dated December 14, 2016, by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.
ExhibitsPreviously Filed With File Number*As Exhibit
10(t)333-215288 Amendment No. 1 to Form S-1 (filed February 14, 2017)10.3—Second Amendment to Credit Agreement, dated February 1, 2017, by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.
10(u)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.4—Third Amendment to Credit Agreement, dated February 28, 2017, by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.
10(v)001-38086 Form 8-K (filed August 17, 2017)10.1—Fourth Amendment to Credit Agreement, dated as of August 17, 2017 (effective August 17, 2017), by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.
10(w)001-38086 Form 8-K (filed December 14, 2017)10.1—Fifth Amendment to Credit Agreement, dated as of December 14, 2017 (effective December 14, 2017), by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.
10(x)001-38086 Form 8-K (filed February 22, 2018)10.1—Sixth Amendment to Credit Agreement, dated as of February 20, 2018 (effective February 20, 2018), by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.
Other Material Contracts
10(y)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.5—Collateral Trust Agreement, by and among TEX Operations Company LLC (now known as Vistra Operations LLC), the Grantors from time to time thereto, Railroad Commission of Texas, as first-out representative, and Deutsche Bank AG, New York Branch, as senior credit agreement representative, dated as of October 3, 2016
10(z)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.13—Tax Receivable Agreement, by and between TEX Energy LLC (now known as Vistra Energy Corp.) and American Stock Transfer & Trust Company, as transfer agent, dated as of October 3, 2016
10(aa)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.14—Tax Matters Agreement, by and among TEX Energy LLC (now known as Vistra Energy Corp.), Energy Future Holdings Corp., Energy Future Intermediate Holding Company LLC, EFI Finance Inc. and EFH Merger Co. LLC, dated as of October 3, 2016
10(bb)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.15—Transition Services Agreement, by and between Energy Future Holdings Corp. and TEX Operations Company LLC (now known as Vistra Operations Company LLC), dated as of October 3, 2016
10(cc)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.16—Separation Agreement, by and between Energy Future Holdings Corp., TEX Energy LLC (now known as Vistra Energy Corp.) and TEX Operations Company LLC (now known as Vistra Operations LLC), dated as of October 3, 2016
10(dd)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.17—Purchase and Sale Agreement, dated as of November 25, 2015, by and between La Frontera Ventures, LLC and Luminant Holding Company LLC
10(ee)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.18—Amended and Restated Split Participant Agreement, by and between Oncor Electric Delivery Company LLC (f/k/a TXU Electric Delivery Company) and TEX Operations Company LLC (now known as Vistra Operations Company LLC), dated as of October 3, 2016
ExhibitsPreviously Filed With File Number*As Exhibit
10(ff)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.27—Lease Agreement, dated February 14, 2002, between State Street Bank and Trust Company of Connecticut, National Association, an owner trustee of ZSF/Dallas Tower Trust, a Delaware grantor trust, as lessor and EFH Properties Company (now known as Vistra EP Properties Company), as Lessee (Energy Plaza Property)
10(gg)333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.28—First Amendment, dated June 1, 2007, to Lease Agreement, dated February 14, 2002
10(hh)001-38086 Form 8-K (filed July 7, 2017)10(a)—Asset Purchase Agreement, dated as of July 5, 2017, by and among Odessa-Ector Power Partners, L.P., La Frontera Holdings, LLC, Vistra Operations Company LLC, Koch Resources, LLC
10(ii)001-38086 Form 8-K (filed October 31, 2017)10.1—Merger Support Agreement, dated as of October 29, 2017, by and between Vistra Energy Corp. and Terawatt Holdings, LP
10(jj)001-38086 Form 8-K (filed October 31, 2017)10.2—Merger Support Agreement, dated as of October 29, 2017, by and among Vistra Energy Corp. and Oaktree Opportunities Fund VIII, L.P., Oaktree Huntington Investment Fund, L.P., Oaktree Opportunities Fund VIII (Parallel 2), L.P., Oaktree Opportunities Fund VIIIb, L.P., Oaktree Opportunities Fund IX, L.P. and Oaktree Opportunities Fund IX (Parallel 2), L.P.
(12)Statement Regarding Computation of Ratios
12(a)**—Computation of Ratio of Earnings to Fixed Charges.
(21)Subsidiaries of the Registrant
21(a)**—Subsidiaries of Vistra Energy Corp.
(23)Consent of Experts
23(a)**—Consent of Deloitte & Touche LLP
(31)Rule 13a-14(a) / 15d-14(a) Certifications
31(a)**—Certification of Curtis A. Morgan, principal executive officer of Vistra Energy Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31(b)**—Certification of J. William Holden, principal financial officer of Vistra Energy Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)Section 1350 Certifications
32(a)**—Certification of Curtis A. Morgan, principal executive officer of Vistra Energy Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32(b)**—Certification of J. William Holden, principal financial officer of Vistra Energy Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(95)Mine Safety Disclosures
95(a)**—Mine Safety Disclosures
ExhibitsPreviously Filed With File Number*As Exhibit
XBRL Data Files
101.INS**—XBRL Instance Document
101.SCH**—XBRL Taxonomy Extension Schema Document
101.CAL**—XBRL Taxonomy Extension Calculation Document
101.DEF**—XBRL Taxonomy Extension Definition Document
101.LAB**—XBRL Taxonomy Extension Labels Document
101.PRE**—XBRL Taxonomy Extension Presentation Document

*Incorporated herein by reference
**Filed herewith

Previous: Item 14. PRINCIPAL ACCOUNTING FEES · Next: Item 16. FORM 10-K SUMMARY