Vistra 10-K 2019-12-31

Filed 2020-02-28. 22 sections, 1017K characters. Original on sec.gov · Markdown · JSON

What changed since the 2018-12-31 10-KNew, removed and reworded risk factor headings, then every item sentence by sentence.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019

— OR —

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

For the transition period from __ to __

Commission File Number 001-38086

Vistra Energy Corp.

(Exact name of registrant as specified in its charter)

Delaware36-4833255
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
6555 Sierra DriveIrving,Texas75039(214)812-4600
(Address of principal executive offices) (Zip Code)(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common stock, par value $0.01 per shareVSTNew York Stock Exchange
WarrantsVST.WS.ANew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐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. ☐

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

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As of June 28, 2019, the aggregate market value of the Vistra Energy Corp. common stock held by non-affiliates of the registrant was $8,654,325,784 based on the closing sale price as reported on the New York Stock Exchange.

As of February 24, 2020, there were 487,734,006 shares of common stock, par value $0.01, outstanding of Vistra Energy Corp.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the registrant's 2020 annual meeting of stockholders are incorporated in Part III of this annual report on Form 10-K.

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TABLE OF CONTENTS

PAGE
Glossaryii
PART I.
Item 1.BUSINESS1
Item 1A.RISK FACTORS17
Item 1B.UNRESOLVED STAFF COMMENTS38
Item 2.PROPERTIES39
Item 3.LEGAL PROCEEDINGS41
Item 4.MINE SAFETY DISCLOSURES41
PART II.
Item 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES42
Item 6.SELECTED FINANCIAL DATA44
Item 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS45
Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK72
Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA78
Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE170
Item 9A.CONTROLS AND PROCEDURES171
Item 9B.OTHER INFORMATION173
PART III.
Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE173
Item 11.EXECUTIVE COMPENSATION173
Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS173
Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE173
Item 14.PRINCIPAL ACCOUNANT FEES AND SERVICES173
PART IV.
Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES174
Item 16.FORM 10-K SUMMARY184
Signatures185

Vistra Energy Corp.'s (Vistra Energy) annual reports, quarterly reports, current reports and any amendments to those reports are made available to the public, free of charge, on the Vistra Energy website at http://www.vistraenergy.com, as soon as reasonably practicable after they have been filed with or furnished to the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. Additionally, Vistra Energy posts important information, including press releases, investor presentations, sustainability reports, and notices of upcoming events on its website and utilizes its website as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under Regulation FD. Investors may be notified of posting to the website by signing up for email alerts and RSS feeds on the "Investor Relations" page of Vistra Energy's website. The information on Vistra Energy's website shall not be deemed a part of, or incorporated by reference into, this annual report on Form 10-K. The representations and warranties contained in any agreement that we have filed as an exhibit to this annual report on Form 10-K, or that we have or may publicly file in the future, may contain representations and warranties that may (i) be made by and to the parties thereto at specific dates, (ii) be subject to exceptions and qualifications contained in separate disclosure schedules, (iii) represent the parties' risk allocation in the particular transaction, or (iv) be qualified by materiality standards that differ from what may be viewed as material for securities law purposes.

This annual report on Form 10-K and other Securities and Exchange Commission filings of Vistra Energy and its subsidiaries occasionally make references to Vistra Energy (or "we," "our," "us" or "the Company"), Luminant, TXU Energy, Ambit Energy, Value Based Brands LLC, Dynegy Energy Services, Homefield Energy, TriEagle Energy, Public Power or U.S. Gas & Electric, when describing actions, rights or obligations of their respective subsidiaries. These references reflect the fact that the subsidiaries are consolidated with, or otherwise reflected in, the Vistra Energy financial statements for financial reporting purposes. However, these references should not be interpreted to imply that the parent company is actually undertaking the action or has the rights or obligations of the relevant subsidiary company or vice versa.

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GLOSSARY

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below.

2018 Form 10-KVistra Energy's annual report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 28, 2019, except for Exhibits 31.1, 31.2, 32.1 and 32.2, which were amended in Vistra Energy's annual report on Form 10-K/A filed with the SEC on July 19, 2019
AmbitAmbit Holdings, LLC, and/or its subsidiaries, depending on context
AROasset retirement and mining reclamation obligation
CAAClean Air Act
CAISOThe California Independent System Operator
CCGTcombined cycle gas turbine
CFTCU.S. Commodity Futures Trading Commission
Chapter 11 CasesCases in the U.S. Bankruptcy Court for the District of Delaware (Bankruptcy Court) concerning voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankruptcy Code) filed on April 29, 2014 (Petition Date) by Energy Future Holdings Corp. (EFH Corp.) and the majority of its direct and indirect subsidiaries, including Energy Future Intermediate Holding Company LLC, Energy Future Competitive Holdings Company LLC and TCEH but excluding the Oncor Ring-Fenced Entities (Debtors). On the Effective Date, subsidiaries of TCEH that were Debtors in the Chapter 11 Cases (TCEH Debtors), along with certain other Debtors that became subsidiaries of Vistra Energy on that date (Contributed EFH Debtors) emerged from the Chapter 11 Cases.
CMEChicago Mercantile Exchange
CO2carbon dioxide
CPUCCalifornia Public Utilities Commission
CriusCrius Energy Trust and/or its subsidiaries, depending on context
CTcombustion turbine
DynegyDynegy Inc., and/or its subsidiaries, depending on context
Dynegy Energy ServicesDynegy Energy Services, LLC and Dynegy Energy Services (East), LLC (d/b/a Dynegy and Brighten Energy), indirect, wholly owned subsidiaries of Vistra Energy, that are REPs in certain areas of MISO and PJM, respectively, and are engaged in the retail sale of electricity to residential and business customers.
EBITDAearnings (net income) before interest expense, income taxes, depreciation and amortization
Effective DateOctober 3, 2016, the date the TCEH Debtors and the Contributed EFH Debtors completed their reorganization under the Bankruptcy Code and emerged from the Chapter 11 Cases
Emergenceemergence of the TCEH Debtors and the Contributed EFH Debtors from the Chapter 11 Cases as subsidiaries of a newly formed company, Vistra Energy, on the Effective Date
EPAU.S. Environmental Protection Agency
Exchange ActExchange Act of 1934, as amended
ERCOTElectric Reliability Council of Texas, Inc.
ESSenergy storage system
FERCU.S. Federal Energy Regulatory Commission
FitchFitch Ratings Inc. (a credit rating agency)
FTCFederal Trade Commission
GAAPgenerally accepted accounting principles
GHGgreenhouse gas
GWhgigawatt-hours
Homefield EnergyIllinois Power Marketing Company (d/b/a Homefield Energy), an indirect, wholly owned subsidiary of Vistra Energy, a REP in certain areas of MISO that is engaged in the retail sale of electricity to municipal customers
ICEIntercontinental Exchange
IRSU.S. Internal Revenue Service
ISOindependent system operator

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ISO-NEIndependent System Operator New England
kWkilowatt
LIBORLondon Interbank Offered Rate, an interest rate at which banks can borrow funds, in marketable size, from other banks in the London interbank market
loaddemand for electricity
LTSAlong-term service agreements for plant maintenance
Luminantsubsidiaries of Vistra Energy engaged in competitive market activities consisting of electricity generation and wholesale energy sales and purchases as well as commodity risk management
market heat rateHeat rate is a measure of the efficiency of converting a fuel source to electricity. Market heat rate is the implied relationship between wholesale electricity prices and natural gas prices and is calculated by dividing the wholesale market price of electricity, which is based on the price offer of the marginal supplier (generally natural gas plants), by the market price of natural gas.
Mergerthe merger of Dynegy with and into Vistra Energy, with Vistra Energy as the surviving corporation
Merger Agreementthe Agreement and Plan of Merger, dated as of October 29, 2017, by and between Vistra Energy and Dynegy
Merger DateApril 9, 2018, the date Vistra Energy and Dynegy completed the transactions contemplated by the Merger Agreement
MISOMidcontinent Independent System Operator, Inc.
MMBtumillion British thermal units
Moody'sMoody's Investors Service, Inc. (a credit rating agency)
MSHAU.S. Mine Safety and Health Administration
MWmegawatts
MWhmegawatt-hours
NERCNorth American Electric Reliability Corporation
NOXnitrogen oxide
NRCU.S. Nuclear Regulatory Commission
NYMEXthe New York Mercantile Exchange, a commodity derivatives exchange
NYSENew York Stock Exchange
NYISONew York Independent System Operator
OncorOncor Electric Delivery Company LLC, a direct, majority-owned subsidiary of Oncor Holdings and formerly an indirect subsidiary of EFH Corp., that is engaged in regulated electricity transmission and distribution activities
Oncor Ring-Fenced EntitiesOncor Electric Delivery Holdings Company LLC and its direct and indirect subsidiaries, including Oncor
OPEBpostretirement employee benefits other than pensions
ParentVistra Energy Corp.
PJMPJM Interconnection, LLC
Plan of ReorganizationThird Amended Joint Plan of Reorganization filed by the Debtors in August 2016 and confirmed by the Bankruptcy Court in August 2016 solely with respect to the TCEH Debtors and the Contributed EFH Debtors
PrefCoVistra Preferred Inc.
PrefCo Preferred Stock Saleas part of the Spin-Off, the contribution of certain of the assets of the Predecessor and its subsidiaries by a subsidiary of TEX Energy LLC to PrefCo in exchange for all of PrefCo's authorized preferred stock, consisting of 70,000 shares, par value $0.01 per share
Public PowerPublic Power, LLC, an indirect, wholly owned subsidiary of Vistra Energy, a REP in certain areas of PJM, NYISO, ISO-NE and MISO that is engaged in the retail sale of electricity to residential and business customers
PUCTPublic Utility Commission of Texas
PURATexas Public Utility Regulatory Act
REPretail electric provider

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RCTRailroad Commission of Texas, which among other things, has oversight of lignite mining activity in Texas
RTOregional transmission organization
S&PStandard & Poor's Ratings (a credit rating agency)
SECU.S. Securities and Exchange Commission
Securities ActSecurities Act of 1933, as amended
SG&Aselling, general and administrative
SO2sulfur dioxide
Spin-Offthe tax-free spin-off from EFH Corp. executed pursuant to the Plan of Reorganization on the Effective Date by the TCEH Debtors and the Contributed EFH Debtors
STsteam turbine
Tax Matters AgreementTax Matters Agreement, dated as of the Effective Date, by and among EFH Corp., Energy Future Intermediate Holding Company LLC, EFIH Finance Inc. and EFH Merger Co. LLC
TCJAThe Tax Cuts and Jobs Act of 2017, federal income tax legislation enacted in December 2017, which significantly changed the tax laws applicable to business entities
TCEH or PredecessorTexas Competitive Electric Holdings Company LLC, a direct, wholly owned subsidiary of Energy Future Competitive Holdings Company LLC, and, prior to the Effective Date, the parent company of the TCEH Debtors whose major subsidiaries included Luminant and TXU Energy
TCEH Debtorsthe subsidiaries of TCEH that were Debtors in the Chapter 11 Cases
TCEQTexas Commission on Environmental Quality
TRATax Receivables Agreement, containing certain rights (TRA Rights) to receive payments from Vistra Energy related to certain tax benefits, including benefits realized as a result of certain transactions entered into at Emergence (see Note 8 to the Financial Statements)
TRETexas Reliability Entity, Inc., an independent organization that develops reliability standards for the ERCOT region and monitors and enforces compliance with NERC standards and monitors compliance with ERCOT protocols
TXU EnergyTXU Energy Retail Company LLC, an indirect, wholly owned subsidiary of Vistra Energy that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers
TriEagle EnergyTriEagle Energy, LP, an indirect, wholly owned subsidiary of Vistra Energy, a REP in certain areas of ERCOT and PJM that is engaged in the retail sale of electricity to residential and business customers
TWhterawatt-hours
U.S.United States of America
U.S. Gas & ElectricU.S. Gas and Electric, Inc., an indirect, wholly owned subsidiary of Vistra Energy, a REP in certain areas of PJM, NYISO, ISO-NE and MISO that is engaged in the retail sale of electricity to residential and business customers
Value Based BrandsValue Based Brands LLC (d/b/a 4Change Energy and Express Energy), an indirect, wholly owned subsidiary of Vistra Energy that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers
Vistra Energy or SuccessorVistra Energy Corp., formerly known as TCEH Corp., and/or its subsidiaries, depending on context. On the Effective Date, the TCEH Debtors and the Contributed EFH Debtors emerged from Chapter 11 and became subsidiaries of Vistra Energy Corp.
Vistra IntermediateVistra Intermediate Company LLC, a direct, wholly owned subsidiary of Vistra Energy
Vistra OperationsVistra Operations Company LLC, an indirect, wholly owned subsidiary of Vistra Energy that is the issuer of certain series of notes (see Note 11 to the Financial Statements) and borrower under the Vistra Operations Credit Facilities
Vistra Operations Credit FacilitiesVistra Operations Company LLC's $5.425 billion senior secured financing facilities (see Note 11 to the Financial Statements)

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PART I

Item 1. BUSINESS

References in this report to "we," "our," "us" and "the Company" are to Vistra Energy and/or its subsidiaries, as apparent in the context. See Glossary for defined terms.

Business

Vistra Energy is a holding company operating an integrated retail and generation business primarily in markets throughout the U.S. Through our subsidiaries, we are engaged in competitive energy activities including electricity generation, wholesale energy sales and purchases, commodity risk management and retail sales of electricity and natural gas to end users. We incorporated under Delaware General Corporate Law in 2016.

We serve approximately 4.6 million customers and operate in 20 states and the District of Columbia. Our generation fleet totals approximately 38,500 MW of generation capacity with a portfolio of natural gas, nuclear, coal, solar and battery energy storage facilities.

Vistra Energy has six reportable segments: (i) Retail, (ii) ERCOT, (iii) PJM, (iv) NY/NE (comprising NYISO and ISO-NE), (v) MISO and (vi) Asset Closure. See Note 20 to the Financial Statements for further information concerning reportable business segments.

As of December 31, 2019, we had approximately 5,475 full-time employees, including approximately 1,690 employees under collective bargaining agreements.

Acquisitions and Merger

Ambit Transaction — On November 1, 2019, an indirect, wholly owned subsidiary of Vistra Energy completed the acquisition of Ambit (Ambit Transaction). Because the Ambit Transaction closed on November 1, 2019, Vistra Energy's consolidated financial statements and the notes related thereto do not include the financial condition or the operating results of Ambit and its subsidiaries prior to November 1, 2019. See Note 2 to the Financial Statements for a summary of the Ambit Transaction.

Crius Transaction — On July 15, 2019, an indirect, wholly owned subsidiary of Vistra Energy completed the acquisition of the equity interests of two wholly owned subsidiaries of Crius that indirectly own the operating business of Crius (Crius Transaction). Because the Crius Transaction closed on July 15, 2019, Vistra Energy's consolidated financial statements and the notes related thereto do not include the financial condition or the operating results of Crius and its subsidiaries prior to July 15, 2019. See Note 2 to the Financial Statements for a summary of the Crius Transaction.

Dynegy Merger Transaction — On the Merger Date, Vistra Energy and Dynegy completed the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, Dynegy merged with and into Vistra Energy, with Vistra Energy continuing as the surviving corporation. Because the Merger closed on April 9, 2018, Vistra Energy's consolidated financial statements and the notes related thereto do not include the financial condition or the operating results of Dynegy prior to April 9, 2018. See Note 2 to the Financial Statements for a summary of the Merger transaction.

Business Strategy

Our business strategy is to deliver long-term stakeholder value through a focus on the following areas:

  • Integrated business model. We believe the key factor that distinguishes us from others in the competitive electricity industry is the integrated nature of our business (i.e., pairing our reliable and efficient mining, diversified generation fleet and wholesale commodity risk management capabilities with our retail platform). Our business strategy is guided by our integrated business model because we believe it is our core competitive advantage and differentiates us from our non-integrated competitors by reducing the effects of commodity price movements and contributing to earnings and cash flow stability. Consequently, our integrated business model is at the core of our business strategy.

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  • Disciplined capital allocation. Vistra Energy takes a balanced approach to capital allocation, focusing on maintaining a strong balance sheet, investing prudently in the maintenance of our existing assets and potential growth acquisitions, and returning capital to stockholders. A strong balance sheet helps to ensure Vistra Energy's interest expense is manageable in a variety of wholesale power price environments while giving Vistra Energy access to flexible and diverse sources of liquidity. We prudently make necessary capital investments to maintain the safety and reliability of our facilities while also investing in new technologies when economic, including solar assets and battery storage systems, resulting in a continued modernization of Vistra Energy's generation fleet. Because we believe cost discipline and strong management of our assets and commodity positions are necessary to deliver long-term value to our stakeholders, we generally make capital allocation decisions that we believe will lead to attractive cash returns on investment, including by returning capital to our stockholders through quarterly dividends and our share repurchase program (see Note 14 to the Financial Statements).

  • Superior customer service. Through TXU Energy, Ambit Energy, Value Based Brands, Dynegy Energy Services, Homefield Energy, TriEagle Energy, Public Power and US Gas & Electric, we serve the retail electricity and natural gas needs of end-use residential, small business, commercial and industrial electricity customers through multiple sales and marketing channels. In addition to benefitting from our integrated business model, we leverage our brands, our commitment to a consistent and reliable product offering, the backstop of the electricity generated by our generation fleet, our wholesale commodity risk management operations and our strong customer service to differentiate our products and services from our competitors. We strive to be at the forefront of innovation with new offerings and customer experiences to reinforce our value proposition. We maintain a focus on solutions that give our customers choice, convenience and control over how and when they use electricity and related services, including TXU Energy's Free Nights and Solar Days residential plans, MyEnergy DashboardSM, TXU Energy's iThermostat product and mobile solution, the TXU Energy Rewards program, the TXU Energy Green UpSM renewable energy credit program and a diverse set of solar options. Our focus on superior customer service will guide our efforts to acquire new residential and commercial customers, serve and retain existing customers and maintain valuable sales channels for our electricity generation resources. We believe our customer service, products and trusted brands will result in high residential customer retention rates, particularly in Texas where our TXU Energy brand has maintained its residential customers in a highly competitive retail market.

  • Excellence in operations while maintaining an efficient cost structure. We believe that operating our facilities in a safe, reliable, environmentally compliant, and cost-effective and efficient manner is a foundation for delivering long-term stakeholder value. We also believe value increases as a function of making disciplined investments that enable our generation facilities to operate not only effectively and efficiently, but also safely, reliably and in an environmentally compliant manner. We believe that an ongoing focus on operational excellence and safety is a key component to success in a highly competitive environment and is part of the unique value proposition of our integrated model. Additionally, we are committed to optimizing our cost structure, reducing our debt levels and implementing enterprise-wide process and operating improvements without compromising the safety of our communities, customers and employees. We believe we have a highly effective and efficient cost structure and that our cost structure supports excellence in our operations.

  • Integrated hedging and commercial management. Our commerc

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Item 1A. RISK FACTORS

Please carefully consider the following discussion of significant factors, events, and uncertainties that make an investment in our securities risky. These factors, in addition to others specifically addressed in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), provide important information for the understanding of our forward-looking statements in this annual report on Form 10-K. If one or more of the factors, events and uncertainties discussed below or in the MD&A were to materialize, our business, results of operations, liquidity, financial condition, cash flows, reputation or prospects could be materially adversely affected. In addition, if one or more of such factors, events and uncertainties were to materialize, it could cause results or outcomes to differ materially from those contained in or implied by any forward-looking statement in this annual report on Form 10-K. There may be further risks and uncertainties that are not currently known or that are not currently believed to be material that may adversely affect our business, results of operations, liquidity, financial condition and prospects and the market price of our common stock in the future. The realization of any of these factors could cause investors in our securities (including our common stock) to lose all or a substantial portion of their investment.

Market, Financial and Economic Risks

Our revenues, results of operations and operating cash flows generally may be impacted by price fluctuations in the wholesale power market and other market factors beyond our control.

We are not guaranteed any rate of return on capital investments in our businesses. We conduct integrated power generation and retail electricity activities, focusing on power generation, wholesale electricity sales and purchases, retail sales of electricity and natural gas to end users and commodity risk management. Our wholesale and retail businesses are to some extent countercyclical in nature, particularly for the wholesale power and ancillary services supplied to the retail business. However, we do have a wholesale power position that exceeds the overall load requirements of our retail business and is subject to wholesale power price moves. As a result, our revenues, results of operations and operating cash flows depend in large part upon wholesale market prices for electricity, natural gas, uranium, lignite, coal, fuel and transportation in our regional markets and other competitive markets and upon prevailing retail electricity rates, which may be impacted by, among other things, actions of regulatory authorities. Market prices for power, capacity, ancillary services, natural gas, coal and oil are unpredictable and may fluctuate substantially over relatively short periods of time. Unlike most other commodities, electric power can only be stored on a very limited basis and generally must be produced concurrently with its use. As a result, power prices are subject to significant volatility due to supply and demand imbalances, especially in the day-ahead and spot markets. Demand for electricity can fluctuate dramatically, creating periods of substantial under- or over-supply. Over-supply can occur as a result of the construction of new power plants, as we have observed in recent years. During periods of over-supply, electricity prices might be depressed. Also, at times there may be political pressure, or pressure from regulatory authorities with jurisdiction over wholesale and retail energy commodity and transportation rates, to impose price limitations, bidding rules and other mechanisms to address volatility and other issues in these markets.

The majority of our facilities operate as "merchant" facilities without long-term power sales agreements. As a result, we largely sell electric energy, capacity and ancillary services into the wholesale energy spot market or into other wholesale and retail power markets on a short-term basis and are not guaranteed any rate of return on our capital investments. Consequently, there can be no assurance that we will be able to sell any or all of the electric energy, capacity or ancillary services from those facilities at commercially attractive rates or that our facilities will be able to operate profitably. We depend, in large part, upon prevailing market prices for power, capacity and fuel. Given the volatility of commodity power prices, to the extent we do not secure long-term power sales agreements for the output of our power generation facilities, our revenues and profitability will be subject to volatility, and our financial condition, results of operations and cash flows could be materially adversely affected.

We purchase natural gas, coal, oil and nuclear fuel for our generation facilities, and higher than expected fuel costs or volatility in these fuel markets may have an adverse impact on our costs, revenues, results of operations, financial condition and cash flows.

We rely on natural gas, coal and oil to fuel the majority of our power generation facilities. Delivery of these fuels to the facilities is dependent upon the continuing financial viability of contractual counterparties as well as upon the infrastructure (including rail lines, rail cars, barge facilities, roadways, riverways and natural gas pipelines) available to serve each generation facility. As a result, we are subject to the risks of disruptions or curtailments in the production of power at our generation facilities if no fuel is available at any price or if a counterparty fails to perform or if there is a disruption in the fuel delivery infrastructure.

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We have sold forward a substantial portion of our expected power sales in the next one to two years in order to lock in long-term prices. In order to hedge our obligations under these forward power sales contracts, we have entered into long-term and short-term contracts for the purchase and delivery of fuel. Many of the forward power sales contracts do not allow us to pass through changes in fuel costs or discharge the power sale obligations in the case of a disruption in fuel supply due to force majeure events or the default of a fuel supplier or transporter. Fuel costs (including diesel, natural gas, lignite, coal and nuclear fuel) may be volatile, and the wholesale price for electricity may not change at the same rate as changes in fuel costs, and disruptions in our fuel supplies may therefore require us to find alternative fuel sources at higher costs, to find other sources of power to deliver to counterparties at a higher cost, or to pay damages to counterparties for failure to deliver power as contracted. In addition, we purchase and sell natural gas and other energy related commodities, and volatility in these markets may affect costs incurred in meeting obligations. Further, any changes in the costs of coal, fuel oil, natural gas or transportation rates and changes in the relationship between such costs and the market prices of power will affect our financial results. If we are unable to procure fuel for physical delivery at prices we consider favorable, our financial condition, results of operations and cash flows could be materially adversely affected.

We also buy significant quantities of fuel on a short-term or spot market basis. Prices for all of our fuels fluctuate, sometimes rising or falling significantly over a relatively short period of time. The price we can obtain for the sale of energy may not rise at the same rate, or may not rise at all, to match a rise in fuel or delivery costs. This may have a material adverse effect on our financial performance. Volatility in market prices for fuel and electricity may result from, among other factors:

  • demand for energy commodities and general economic conditions;

  • volatility in commodity prices and the supply of commodities, including but not limited

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Item 1B. UNRESOLVED STAFF COMMENTS

Item 2. PROPERTIES

Luminant's generation fleet consists of power generation units in six RTOs/ISOs, with the location, RTO/ISO, technology, primary fuel type, net capacity and ownership interest for each generation facility shown in the table below:

FacilityLocationRTO/ISOTechnologyPrimary FuelNet Capacity (MW) (a)Ownership Interest (b)
EnnisEnnis, TXERCOTCCGTNatural Gas366100%
ForneyForney, TXERCOTCCGTNatural Gas1,912100%
HaysSan Marcos, TXERCOTCCGTNatural Gas1,047100%
LamarParis, TXERCOTCCGTNatural Gas1,076100%
MidlothianMidlothian, TXERCOTCCGTNatural Gas1,596100%
OdessaOdessa, TXERCOTCCGTNatural Gas1,054100%
WisePoolville, TXERCOTCCGTNatural Gas787100%
Coleto CreekGoliad, TXERCOTSTCoal650100%
Martin LakeTatum, TXERCOTSTCoal2,250100%
Oak GroveFranklin, TXERCOTSTCoal1,600100%
DeCordovaGranbury, TXERCOTCTNatural Gas260100%
GrahamGraham, TXERCOTSTNatural Gas630100%
Lake HubbardDallas, TXERCOTSTNatural Gas921100%
Morgan CreekColorado City, TXERCOTCTNatural Gas390100%
Permian BasinMonahans, TXERCOTCTNatural Gas325100%
Stryker CreekRusk, TXERCOTSTNatural Gas685100%
TrinidadTrinidad, TXERCOTSTNatural Gas244100%
WhartonBoling, TXERCOTCTNatural Gas83100%
Comanche PeakGlen Rose, TXERCOTNuclearNuclear2,300100%
Upton 2Upton County, TXERCOTSolarSolar180100%
Total ERCOT Segment18,356
FayetteMasontown, PAPJMCCGTNatural Gas726100%
Hanging RockIronton, OHPJMCCGTNatural Gas1,430100%
HopewellHopewell, VAPJMCCGTNatural Gas370100%
KendallMinooka, ILPJMCCGTNatural Gas1,288100%
LibertyEddystone, PAPJMCCGTNatural Gas607100%
OntelauneeReading, PAPJMCCGTNatural Gas600100%
SayrevilleSayreville, NJPJMCCGTNatural Gas17050%
WashingtonBeverly, OHPJMCCGTNatural Gas711100%
KincaidKincaid, ILPJMSTCoal1,108100%
Miami Fort 7 & 8North Bend, OHPJMSTCoal1,020100%
ZimmerMoscow, OHPJMSTCoal1,300100%
CalumetChicago, ILPJMCTNatural Gas380100%
Dicks CreekMonroe, OHPJMCTNatural Gas155100%
Miami Fort (CT)North Bend, OHPJMCTOil77100%
PleasantsSaint Marys, WVPJMCTNatural Gas388100%
RichlandDefiance, OHPJMCTNatural Gas423100%
StrykerStryker, OHPJMCTOil16100%
Total PJM Segment10,769

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FacilityLocationRTO/ISOTechnologyPrimary FuelNet Capacity (MW) (a)Ownership Interest (b)
BellinghamBellingham, MAISO-NECCGTNatural Gas566100%
Bellingham NEABellingham, MAISO-NECCGTNatural Gas15750%
BlackstoneBlackstone, MAISO-NECCGTNatural Gas544100%
Casco BayVeazie, MEISO-NECCGTNatural Gas543100%
IndependenceOswego, NYNYISOCCGTNatural Gas1,212100%
Lake RoadDayville, CTISO-NECCGTNatural Gas827100%
MASSPOWERIndian Orchard, MAISO-NECCGTNatural Gas281100%
MilfordMilford, CTISO-NECCGTNatural Gas600100%
Total NY/NE Segment4,730
BaldwinBaldwin, ILMISOSTCoal1,185100%
EdwardsBartonville, ILMISO/PJMSTCoal585100%
NewtonNewton, ILMISO/PJMSTCoal615100%
Joppa/EEIJoppa, ILMISOSTCoal80280%
Joppa CT 1-3Joppa, ILMISOCTNatural Gas165100%
Joppa CT 4-5Joppa, ILMISOCTNatural Gas5680%
Total MISO Segment3,408
Moss Landing 1 & 2Moss Landing, CACAISOCCGTNatural Gas1,020100%
OaklandOakland, CACAISOCTOil165100%
Total CAISO1,185
Total capacity38,448

(a)Unit capabilities are based on winter capacity and are reflected at our net ownership interest. We have not included units that have been retired or are out of operation.

(b)Ownership interest of 100% indicates fee simple ownership of the facility. Ownership of less than 100% indicates the share of ownership in the facility held by the Company.

Our wholesale commodity risk management group also procures renewable energy credits from renewable generation in ERCOT to support our electricity sales to wholesale and retail customers to satisfy the increasing demand for renewable resources from such customers. As of December 31, 2019, Vistra Energy had long-term power purchase agreements to procure approximately 880 MW of available renewable capacity. These renewable generation sources deliver electricity when conditions make them available, and, when on-line, they generally compete with baseload units. Because they cannot be relied upon to meet demand continuously due to their dependence on weather and time of day, these generation sources are categorized as non-dispatchable and create the need for intermediate/load-following resources to respond to changes in their output.

Fuel Supply

Nuclear — We own and operate two nuclear generation units at the Comanche Peak plant site in ERCOT, each of which is designed for a capacity of 1,150 MW. Comanche Peak Unit 1 and Unit 2 went into commercial operation in 1990 and 1993, respectively, and are generally operated at full capacity. Refueling (nuclear fuel assembly replacement) outages for each unit are scheduled to occur every eighteen months during the spring or fall off-peak demand periods. Every three years, the refueling cycle results in the refueling of both units during the same year, which will occur in 2020. While one unit is undergoing a refueling outage, the remaining unit is intended to operate at full capacity. During a refueling outage, other maintenance, modification and testing activities are completed that cannot be accomplished when the unit is in operation. The Comanche Peak facility operated at a capacity factor of 96%, 101% and 84% in 2019, 2018 and 2017, respectively. The capacity factor for the year ended December 31, 2017 reflected an unplanned outage at one of the units between June and August 2017.

We have contracts in place for all of our 2020 and the majority of our 2021 nuclear fuel requirements. We do not anticipate any significant difficulties in acquiring uranium and contracting for associated conversion, enrichment and fabrication services in the foreseeable future.

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Coal/Lignite — Our coal/lignite-fueled generation fleet is comprised of 10 generation facilities totaling 11,115 MW of generation capacity. Maintenance outages at these units are scheduled during the spring or fall off-peak demand periods. We meet our fuel requirements at our coal-fueled generation facilities in PJM and MISO with coal purchased from multiple suppliers under contracts of various lengths and transported to the facilities by either railcar or barges. We meet our fuel requirements in ERCOT using lignite that we mine at the Oak Grove generation facility, coal purchased and transported by railcar at the Coleto Creek generation facility and a blend of lignite that we mine and coal purchased and transported by railcar at our Martin Lake generation facility.

Natural Gas — Our natural gas-fueled generation fleet is comprised of 24 CCGT generating facilities totaling 19,490 MW and 14 peaking generation facilities totaling 5,105 MW. We satisfy our fuel requirements at these facilities through a combination of spot market and near-term purchase contracts. Additionally, we have near-term natural gas transportation agreements in place to ensure reliable fuel supply.

Item 3. LEGAL PROCEEDINGS

See Note 13 to the Financial Statements for discussion of litigation, including matters related to our generation facilities and EPA reviews.

Item 4. MINE SAFETY DISCLOSURES

Vistra Energy currently owns and operates, or is in the process of reclaiming, 12 surface lignite coal mines in Texas to provide fuel for its electricity generation facilities. Vistra Energy also owns or leases, and is in the process of reclaiming, two waste-to-energy surface facilities in Pennsylvania. These mining operations are regulated by the MSHA under the Federal Mine Safety and Health Act of 1977, as amended (the Mine Act), as well as other federal and state regulatory agencies such as the RCT and Office of Surface Mining. The MSHA inspects U.S. mines, including Vistra Energy's mines, on a regular basis, and if it believes a violation of the Mine Act or any health or safety standard or other regulation has occurred, it may issue a citation or order, generally accompanied by a proposed fine or assessment. Such citations and orders can be contested and appealed, which often results in a reduction of the severity and amount of fines and assessments and sometimes results in dismissal. Disclosure of MSHA citations, orders and proposed assessments are provided in Exhibit 95.1 to this annual report on Form 10-K.

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PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Vistra Energy's authorized capital stock consists of 1,800,000,000 shares of common stock with a par value of $0.01 per share.

Since May 10, 2017, Vistra Energy's common stock has been listed on the NYSE under the symbol "VST". Upon Emergence and through May 9, 2017, Vistra Energy's common stock was listed on the OTCQX U.S. under the symbol "VSTE".

On April 9, 2018 (Merger Date), pursuant to the Merger Agreement, 94,409,573 shares of Vistra Energy common stock were issued to the former Dynegy stockholders, as well as converting stock options, equity-based awards, tangible equity units and warrants.

As of February 24, 2020, there were 487,734,006 shares of common stock issued and outstanding and 570 stockholders of record.

In November 2018, we announced that the Board had adopted a dividend program which we initiated in the first quarter of 2019. Our common stockholders are entitled to receive any such dividends or other distributions ratably. In February 2020, our Board declared a quarterly dividend of $0.135 per share that will be paid in March 2020. Each dividend under the program is subject to declaration by the Board and, thus, may be subject to numerous factors in existence at the time of any such declaration including, but not limited to, prevailing market conditions, our results of operations, financial condition and liquidity, Delaware law and contractual limitations. For additional details, see Item 1A. Risk Factors and Note 14 to the Financial Statements

Stock Performance Graph

The performance graph below compares Vistra Energy's cumulative total return on common stock for the period from May 10, 2017 (the date we were listed on the NYSE) through December 31, 2019 with the cumulative total returns of the S&P 500 Stock Index (S&P 500) and the S&P Utility Index (S&P Utilities). The graph below compares the return in each period assuming that $100 was invested at May 10, 2017 in Vistra Energy's common stock, the S&P 500 and the S&P Utilities, and that all dividends were reinvested.

vistra-20191231_g1.jpg

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Share Repurchase Program

The following table provides information about our repurchase of equity securities that are registered by us pursuant to Section 12 of the Exchange Act, as amended, during the quarter ended December 31, 2019.

Total Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of a Publicly Announced ProgramMaximum Dollar Amount of Shares that may yet be Purchased under the Program (in millions)
October 1 - October 31, 2019674,438$26.86674,438$335
November 1 - November 30, 2019140,200$26.55140,200$332
December 1 - December 31, 2019—$——$332
For the quarter ended December 31, 2019814,638$26.81814,638$332

In June 2018, we announced that the Board had authorized a share repurchase program under which up to $500 million of our outstanding common stock may be purchased, and in November 2018, we announced that the Board had authorized an incremental share repurchase program under which up to $1.250 billion of our outstanding stock may be purchased, resulting in an aggregate $1.750 billion share repurchase program. The share repurchase program has no set expiration date and will continue until complete or terminated by the Board. At December 31, 2019, $332 million was available for additional repurchases under the Program. See Note 14 to the Financial Statements for more information concerning the share repurchase program.

Any purchases of shares of the Company's stock will be made in open market transactions at prevailing market prices, in privately negotiated transactions, pursuant to plans complying with the Exchange Act or by other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the share repurchase program or otherwise will be determined at our discretion and will depend on a number of factors, including our capital allocation priorities, the market price of our stock, general market and economic conditions, applicable legal requirements and compliance with the terms of our debt agreements and the Tax Matters Agreement.

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Item 6. SELECTED FINANCIAL DATA

VISTRA ENERGY CORP.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

(Millions of Dollars, Except Per Share Amounts

SuccessorPredecessor
Year Ended December 31, 2019 (a)Year Ended December 31, 2018 (b)Year Ended December 31, 2017Period from October 3, 2016 through December 31, 2016Period from January 1, 2016 through October 2, 2016Year Ended December 31, 2015
Operating revenues$11,809$9,144$5,430$1,191$3,973$5,370
Impairment of goodwill$—$—$—$—$—$(2,200)
Impairment of long-lived assets$—$—$(25)$—$—$(2,541)
Operating income (loss)$1,993$491$198$(161)$568$(4,091)
Net income (loss) attributable to Vistra Energy/the Predecessor (c)$928$(54)$(254)$(163)$22,851$(4,677)
Cash provided by (used in) operating activities$2,736$1,471$1,386$81$(238)$237
Net income (loss) per weighted average share of common stock outstanding — basic$1.88$(0.11)$(0.59)$(0.38)
Net income (loss) per weighted average share of common stock outstanding — diluted$1.86$(0.11)$(0.59)$(0.38)
Dividend declared per share of common stock$0.50$—$—$2.32
SuccessorPredecessor
At December 31,At December 31, 2015
2019201820172016
Balance Sheet Information:
Total assets (d)(e)$26,616$26,024$14,600$15,167$15,658
Property, plant and equipment — net (d)(e)$13,914$14,612$4,820$4,443$9,349
Goodwill and intangible assets (f)$5,301$4,561$4,437$5,112$1,331
Long-term debt including current maturities (f)$10,379$11,065$4,423$4,623$19
Short-term borrowings and accounts receivable securitization program$800$339$—$—$—
Borrowings under debtor-in-possession credit facility$—$—$—$—$1,425
Pre-Petition notes, loans and other debt reported as liabilities subject to compromise (f)$—$—$—$—$31,668
Total stockholders' equity/membership interests$7,959$7,863$6,342$6,597$(22,884)

(a)For the year ended December 31, 2019, reflects the results of operations acquired in the Crius and Ambit Transactions.

(b)For the year ended December 31, 2018, reflects the results of operations acquired in the Merger.

(c)For the Predecessor period from January 1, 2016 through October 2, 2016, net income includes net gains totaling $22.121 billion related to bankruptcy-related reorganization items including gains on extinguishing claims pursuant to the Plan of Reorganization.

(d)At December 31, 2018, includes assets acquired in the Merger.

(e)Reflects the impacts of impairment charges related to long-lived assets of $2.541 billion in the year ended December 31, 2015.

(f)As of December 31, 2015, includes both unsecured and under secured obligations incurred prior to the Petition Date, but excludes pre-petition obligations that were fully secured and other obligations that were allowed to be paid as ordered by the Bankruptcy Court.

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Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2019, 2018 and 2017 should be read in conjunction with our condensed consolidated financial statements and the notes to those statements. Results are impacted by the effects of the Ambit Transaction, the Crius Transaction and the Merger (see Note 2 to the Financial Statements). The discussion and analysis of our financial condition and results of operations for the year ended December 31, 2017 and for the year ended December 31, 2018 compared to the year ended December 31, 2017 are included in Item 7. Management's Discussion and Analysis of Financial Condition and Results in our 2018 Form 10-K and is incorporated herein by reference. Operational results for four facilities retired in late 2019 were recast from the MISO segment to the Asset Closure segment (see Note 4 to the Financial Statements). The recast is reflected in the results of operations for the years ended December 31, 2019 and 2018, but the four retired facilities were not owned by Vistra nor did the MISO segment exist during the year ended December 31, 2017. Therefore, the recast does not impact the comparison of the results of operations for the years ended December 31, 2018 and December 31, 2017 beyond the recast shown below for the year ended December 31, 2018.

All dollar amounts in the tables in the following discussion and analysis are stated in millions of U.S. dollars unless otherwise indicated.

Business

Vistra Energy is a holding company operating an integrated power business primarily in markets throughout the U.S. Through our subsidiaries, we are engaged in competitive energy market activities including power generation, wholesale energy sales and purchases, commodity risk management and retail sales of electricity and natural gas to end users.

Operating Segments

Vistra Energy has six reportable segments: (i) Retail, (ii) ERCOT, (iii) PJM, (iv) NY/NE (comprising NYISO and ISO-NE), (v) MISO and (vi) Asset Closure. See Note 20 to the Financial Statements for further information concerning reportable business segments.

Significant Activities and Events and Items Influencing Future Performance

Acquisitions and Merger

Ambit Transaction — On November 1, 2019 (Ambit Acquisition Date), Volt Asset Company, Inc., an indirect, wholly owned subsidiary of Vistra Energy, completed the acquisition of Ambit (Ambit Transaction). See Note 2 to the Financial Statements for a summary of the Ambit Transaction and business combination accounting.

Crius Transaction — On July 15, 2019, Vienna Acquisition B.C. Ltd., an indirect, wholly owned subsidiary of Vistra Energy, completed the acquisition of the equity interests of two wholly owned subsidiaries of Crius that indirectly own the operating business of Crius (Crius Transaction). See Note 2 to the Financial Statements for a summary of the Crius Transaction and business combination accounting.

Dynegy Merger Transaction — On the Merger Date, Vistra Energy and Dynegy completed the transactions contemplated by the Merger Agreement. See Note 2 to the Financial Statements for a summary of the Merger transaction and business combination accounting.

Acquisition, Development and Disposition of Generation Facilities

See Note 3 to the Financial Statements for a summary of our solar generation and battery energy storage projects. See Note 4 to the Financial Statements for a summary of our generation plant retirements in 2018 and 2019.

Dividend Program

In November 2018, we announced that the Board had adopted a dividend program which we initiated in the first quarter of 2019. See Note 14 to the Financial Statements for more information about our dividend program.

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Share Repurchase Program

In June 2018, we announced that the Board had authorized a share repurchase program under which up to $500 million of our outstanding common stock may be purchased, and in November 2018, we announced that the Board had authorized an incremental share repurchase program under which up to $1.250 billion of our outstanding stock may be purchased, resulting in an aggregate $1.750 billion share repurchase program. See Note 14 to the Financial Statements for more information concerning the share repurchase program, including shares repurchased and remaining amounts available under the program.

Debt Activity

We have stated our objective to reduce our consolidated net leverage. We also intend to continue to simplify and optimize our capital structure, maintain adequate liquidity and pursue opportunities to refinance our long-term debt to extend maturities and/or reduce ongoing interest expense. In 2019, we completed several transactions that we believe, in the aggregate, advanced all of these goals. See Note 11 to the Financial Statements for details of our long-term debt activity and Note 10 to the Financial Statements for details of the accounts receivable securitization program.

Capacity Markets

PJM — Reliability Pricing Model (RPM) auction results, for the zones in which our assets are located, are as follows for each planning year:

2019-20202020-20212021-2022
BaseCPCPCP
RTO zone (a)$80.00$100.00$88.32$140.00
ComEd zone182.77202.77188.12195.55
MAAC zone80.00100.0086.04140.00
EMAAC zone99.77119.77187.87165.73
ATSI zone80.00100.0076.53171.33
PPL zone80.00100.0086.04140.00

(a)Planning Year 2020-2021 includes Duke Energy Ohio Kentucky (DEOK) zone which cleared at $130.00 per MW-day. RTO Zone excluding DEOK Zone was $76.53 per MW-day.

Our capacity sales, net of purchases, aggregated by planning year and capacity type through planning year 2022-2023, are as follows:

2019-20202020-20212021-20222022-2023
Base auction ca

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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk that in the normal course of business we may experience a loss in value due to changes in market conditions that affect economic factors such as commodity prices, interest rates and counterparty credit. Our exposure to market risk is affected by several factors, including the size, duration and composition of our energy and financial portfolio, as well as the volatility and liquidity of markets.

Risk Oversight

We manage the commodity price, counterparty credit and commodity-related operational risk related to the competitive energy business within limitations established by senior management and in accordance with overall risk management policies. Interest rate risk is managed centrally by our treasury function. Market risks are monitored by risk management groups that operate independently of the wholesale commercial operations, utilizing defined practices and analytical methodologies. These techniques measure the risk of change in value of the portfolio of contracts and the hypothetical effect on this value from changes in market conditions and include, but are not limited to, position reporting and review, Value at Risk (VaR) methodologies and stress test scenarios. Key risk control activities include, but are not limited to, transaction review and approval (including credit review), operational and market risk measurement, transaction authority oversight, validation of transaction capture, market price validation and reporting, and portfolio valuation and reporting.

Commodity Price Risk

Our business is subject to the inherent risks of market fluctuations in the price of electricity, natural gas and other energy-related products it markets or purchases. We actively manage the portfolio of generation assets, fuel supply and retail sales load to mitigate the near-term impacts of these risks on results of operations. Similar to other participants in the market, we cannot fully manage the long-term value impact of structural declines or increases in natural gas and power prices.

In managing energy price risk, we enter into a variety of market transactions including, but not limited to, short- and long-term contracts for physical delivery, exchange-traded and over-the-counter financial contracts and bilateral contracts with customers. Activities include hedging, the structuring of long-term contractual arrangements and proprietary trading. We continuously monitor the valuation of identified risks and adjust positions based on current market conditions.

VaR Methodology — A VaR methodology is used to measure the amount of market risk that exists within the portfolio under a variety of market conditions. The resultant VaR produces an estimate of a portfolio's potential for loss given a specified confidence level and considers, among other things, market movements utilizing standard statistical techniques given historical and projected market prices and volatilities.

Parametric processes are used to calculate VaR and are considered by management to be the most effective way to estimate changes in a portfolio's value based on assumed market conditions for liquid markets. The use of this method requires a number of key assumptions, such as use of (i) an assumed confidence level, (ii) an assumed holding period (i.e., the time necessary for management action, such as to liquidate positions) and (iii) historical estimates of volatility and correlation data. The table below details a VaR measure related to various portfolios of contracts.

VaR for Underlying Generation Assets and Energy-Related Contracts — This measurement estimates the potential loss in value, due to changes in market conditions, of all underlying generation assets and contracts, based on a 95% confidence level and an assumed holding period of 60 days for a forward period through December 2020 for the year ended December 31, 2019 and December 2019 for the year ended December 31, 2018.

Year Ended December 31,
20192018
Month-end average VaR$263$182
Month-end high VaR$520$267
Month-end low VaR$103$65

The increase in the VaR risk measures in 2019 was primarily driven by an increase in volatility in ERCOT as compared to the prior year.

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Interest Rate Risk

The following table provides information concerning our financial instruments at December 31, 2019 and 2018 that are sensitive to changes in interest rates. Debt amounts consist of the Vistra Operations Credit Facilities. See Note 11 to the Financial Statements for further discussion of these financial instruments.

Expected Maturity Date2019 Total Carrying Amount2019 Total Fair Value2018 Total Carrying Amount2018 Total Fair Value
20202021202220232024There-after
(millions of dollars, except percentages)
Long-term debt, including current maturities (a):
Variable rate debt amount$27$27$27$27$27$2,565$2,700$2,717$5,813$5,599
Average interest rate (b)3.55%3.55%3.55%3.55%3.55%3.55%3.55%4.55%
Debt swapped to fixed (c):
Notional amount$—$—$—$3,000$720$3,000$6,720$7,717
Average pay rate3.77%3.77%3.77%4.10%4.75%4.77%
Average receive rate3.54%3.54%3.54%3.43%3.21%3.21%
Debt swapped to variable (c):
Notional amount$—$—$—$700$720$700$2,120$—
Average pay rate3.54%3.54%3.54%3.47%3.23%3.21%
Average receive rate3.21%3.21%3.21%3.22%3.30%3.30%

(a)Unamortized premiums, discounts and debt issuance costs are excluded from the table.

(b)The weighted average interest rate presented is based on the rates in effect at December 31, 2019.

(c)Interest rate swaps have maturity dates through July 2026.

At December 31, 2019, the potential reduction of annual pretax earnings over the next twelve months due to a one percentage-point (100 basis points) increase in floating interest rates on long-term debt totaled approximately $9 million taking into account the interest rate swaps discussed in Note 11 to Financial Statements.

Credit Risk

Credit risk relates to the risk of loss associated with nonperformance by counterparties. We minimize credit risk by evaluating potential counterparties, monitoring ongoing counterparty risk and assessing overall portfolio risk. This includes review of counterparty financial condition, current and potential credit exposures, credit rating and other quantitative and qualitative credit criteria. We also employ certain risk mitigation practices, including utilization of standardized master agreements that provide for netting and setoff rights, as well as credit enhancements such as margin deposits and customer deposits, letters of credit, parental guarantees and surety bonds. See Note 16 to the Financial Statements for further discussion of this exposure.

Bankruptcies — We are party to (i) certain gas transportation agreements with PG&E and (ii) a long-term resource adequacy contract with PG&E in connection with the Moss Landing battery storage project, which was approved by the California Public Utilities Commission (CPUC) in November 2018. PG&E filed for Chapter 11 bankruptcy protection in January 2019. On October 15, 2019, PG&E filed a motion in its bankruptcy proceeding requesting approval of the assumption of the resource adequacy contract. In early November 2019, the bankruptcy court approved the assumption motion subject to the CPUC approving the terms of the amendment. The CPUC approved the terms of the amendment on January 22, 2020 so the resource adequacy contract as amended is now assumed and fully enforceable against PG&E.

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As of December 31, 2019, we had no outstanding accounts receivable from PG&E and accordingly, we have not recorded a reserve related to the pre-petition receivables. While our assumptions and conclusions may change, we could have future impairment losses or be required to seek alternative, higher-cost fuel transportation methods if any of the terms of the gas transportation agreements are not honored by PG&E or the gas transportation agreements are rejected through the bankruptcy process.

Credit Exposure — Our gross credit exposure (excluding collateral impacts) associated with retail and wholesale trade accounts receivable and net derivative assets arising from commodity contracts and hedging and trading activities totaled $1.407 billion at December 31, 2019.

At December 31, 2019, Retail segment credit exposure totaled $1.024 billion, including $1.008 billion of trade accounts receivable and $16 million related to derivative assets. Cash deposits and letters of credit held as collateral for these receivables totaled $53 million, resulting in a net exposure of $971 million. We believe the risk of material loss (after consideration of bad debt allowances) from nonperformance by these customers is unlikely based upon historical experience. Allowances for uncollectible accounts receivable are established for the potential loss from nonpayment by these customers based on historical experience, market or operational conditions and changes in the financial condition of large business customers.

At December 31, 2019, aggregate ERCOT, PJM, NY/NE and MISO segments credit exposure totaled $383 million including $316 million related to derivative assets and $67 million of trade accounts receivable, after taking into account master netting agreement provisions but excluding collateral impacts.

Including collateral posted to us by counterparties, our net ERCOT, PJM, NY/NE and MISO segments exposure was $382 million substantially all of which is with investment grade customers as seen in the following table that presents the distribution of credit exposure at December 31, 2019. Credit collateral includes cash and letters of credit but excludes other credit enhancements such as guarantees or liens on assets.

Exposure Before Credit CollateralCredit CollateralNet Exposure
Investment grade$347$—$347
Below investment grade or no rating36135
Totals$383$1$382

Significant (10% or greater) concentration of credit exposure exists with two counterparties, which represented an aggregate $204 million, or 53%, of the total net exposure. We view exposure to these counterparties to be within an acceptable level of risk tolerance due to the counterparties' credit ratings, each of which is rated as investment grade, the counterparties' market role and deemed creditworthiness and the importance of our business relationship with the counterparties. An event of default by one or more counterparties could subsequently result in termination-related settlement payments that reduce available liquidity if amounts such as margin deposits are owed to the counterparties or delays in receipts of expected settlements owed to us.

Contracts classified as "normal" purchase or sale and non-derivative contractual commitments are not marked-to-market in the financial statements and are excluded from the detail above. Such contractual commitments may contain pricing that is favorable considering current market conditions and therefore represent economic risk if the counterparties do not perform.

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FORWARD-LOOKING STATEMENTS

This report and other presentations made by us contain "forward-looking statements." All statements, other than statements of historical facts, that are included in this report, or made in presentations, in response to questions or otherwise, that address activities, events or developments that may occur in the future, including (without limitation) such matters as activities related to our financial or operational projections, capital allocation, capital expenditures, liquidity, 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 such as "intends," "plans," "will likely," "unlikely," "expected," "anticipated," "estimated," "should," "may," "projection," "target," "goal," "objective" and "outlook"), are forward-looking statements. Although we believe that in making any such forward-looking statement our expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and risks and is qualified in its entirety by reference to the discussion under Item 1A. Risk Factors and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in this annual report on Form 10-K and the following important factors, among others, that could cause our actual results to differ materially from those projected in or implied by such forward-looking statements:

  • the actions and decisions of judicial and regulatory authorities;

  • prohibitions and other restrictions on our operations due to the terms of our agreements;

  • prevailing federal, state and local governmental policies and regulatory actions, including those of the legislatures and other government actions of states in which we operate, the U.S. Congress, the FERC, the NERC, the TRE, the public utility commissions of states and locales in which we operate, CAISO, ERCOT, ISO-NE, MISO, NYISO, PJM, the RCT, the NRC, the EPA, the environmental regulatory bodies of states in which we operate, the MSHA and the CFTC, with respect to, among other things:

▪allowed prices;

▪industry, market and rate structure;

▪purchased power and recovery of investments;

▪operations of nuclear generation facilities;

▪operations of fossil-fueled generation facilities;

▪operations of mines;

▪acquisition and disposal of assets and facilities;

▪development, construction and operation of facilities;

▪decommissioning costs;

▪present or prospective wholesale and retail competition;

▪changes in federal, state and local tax laws, rates and policies, including additional regulation, interpretations, amendments, or technical corrections to the TCJA;

▪changes in and compliance with environmental and safety laws and policies, including the Coal Combustion Residuals Rule, National Ambient Air Quality Standards, the Cross-State Air Pollution Rule, the Mercury and Air Toxics Standard, regional haze program implementation and GHG and other climate change initiatives, and

▪clearing over-the-counter derivatives through exchanges and posting of cash collateral therewith;

  • expectations regarding, or impacts of, environmental matters, including costs of compliance, availability and adequacy of emission credits, and the impact of ongoing proceedings and potential regulations or changes to current regulations, including those relating to climate change, air emissions, cooling water intake structures, coal combustion byproducts, and other laws and regulations that we are, or could become, subject to, which could increase our costs, result in an impairment of our assets, cause us to limit or terminate the operation of certain of our facilities, or otherwise have a negative financial effect;

  • legal and administrative proceedings and settlements;

  • general industry trends;

  • economic conditions, including the impact of an economic downturn;

  • weather conditions, including drought and limitations on access to water, and other natural phenomena, and acts of sabotage, wars or terrorist or cybersecurity threats or activities;

  • our ability to collect trade receivables from counterparties;

  • our ability to attract and retain profitable customers;

  • our ability to profitably serve our customers;

  • restrictions on competitive retail pricing or direct-selling businesses;

  • adverse publicity associated with our retail products or direct selling businesses, including our ability to address the marketplace and regulators regarding our compliance with applicable laws;

  • changes in wholesale electricity prices or energy commodity prices, including the price of natural gas;

  • changes in prices of transportation of natural gas, coal, fuel oil and other refined products;

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  • sufficiency of, access to, and costs associated with coal, fuel oil, and natural gas inventories and transportation and storage thereof;

  • changes in the ability of vendors to provide or deliver commodities as needed;

  • beliefs and assumptions about the benefits of state- or federal-based subsidies to our market competition, and the corresponding impacts on us, including if such subsidies are disproportionately available to our competitors;

  • the effects of, or changes to, market design and the power and capacity procurement processes in the markets in which we operate;

  • changes in market heat rates in the CAISO, ERCOT, ISO-NE, MISO, NYISO and PJM electricity markets;

  • our ability to effectively hedge against unfavorable commodity prices, including the price of natural gas, market heat rates and interest rates;

  • population growth or decline, or changes in market supply or demand and demographic patterns, particularly in ERCOT, MISO and PJM;

  • our ability to mitigate forced outage risk, including managing risk associated with CP in PJM and performance incentives in ISO-NE;

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

  • access to adequate transmission facilities to meet changing demands;

  • changes in interest rates, commodity prices, rates of inflation or foreign exchange rates;

  • changes in operating expenses, liquidity needs and capital expenditures;

  • commercial bank market and capital market conditions and the potential impact of disruptions in U.S. and international credit markets;

  • access to capital, the attractiveness of the cost and other terms of such capital and the success of financing and refinancing efforts, including availability of funds in capital markets;

  • our ability to maintain prudent financial leverage;

  • our ability to generate sufficient cash flow to make principal and interest payments in respect of, or refinance, our debt obligations;

  • our ability to implement our growth strategy, including the completion and integration of mergers, acquisitions and/or joint venture activity and identification and completion of sales and divestitures activity;

  • competition for new energy development and other business opportunities;

  • inability of various counterparties to meet their obligations with respect to our financial instruments;

  • counterparties' collateral demands and other factors affecting our liquidity position and financial condition;

  • changes in technology (including large scale electricity storage) used by and services offered by us;

  • changes in electricity transmission that allow additional power generation to compete with our generation assets;

  • our ability to attract and retain qualified employees;

  • significant changes in our relationship with our employees, including the availability of qualified personnel, and the potential adverse effects if labor disputes or grievances were to occur or changes in laws or regulations relating to independent contractor status;

  • changes in assumptions used to estimate costs of providing employee benefits, including medical and dental benefits, pension and OPEB, and future funding requirements related thereto, including joint and several liability exposure under ERISA;

  • hazards customary to the industry and the possibility that we may not have adequate insurance to cover losses resulting from such hazards;

  • the impact of our obligations under the TRA;

  • our ability to optimize our assets through targeted investment in cost-effective technology enhancements and operations performance initiatives;

  • our ability to effectively and efficiently plan, prepare for and execute expected asset retirements and reclamation obligations and the impacts thereof;

  • our ability to successfully complete the integration of businesses acquired by Vistra Energy and our ability to successfully capture the full amount of projected operational and financial synergies relating to such transactions, and

  • actions by credit rating agencies.

Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, we undertake no 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 or circumstances. New factors emerge from time to time, and it is not possible for us to predict them. In addition, we may be unable to assess the impact of any such event or condition or the extent to which any such event or condition, or combination of events or conditions, may cause results to differ materially from those contained in or implied by any forward-looking statement. As such, you should not unduly rely on such forward-looking statements.

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INDUSTRY AND MARKET INFORMATION

Certain industry and market data and other statistical information used throughout this report are based on independent industry publications, government publications, reports by market research firms or other published independent sources, including certain data published by CAISO, ERCOT, ISO-NE, MISO, NYISO, PJM, the environmental regulatory bodies of states in which we operate and NYMEX. We did not commission any of these publications, reports or other sources. Some data is also based on good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Industry publications, reports and other sources generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies, publications, reports and other sources is reliable, we have not independently investigated or verified the information contained or referred to therein and make no representation as to the accuracy or completeness of such information. Forecasts are particularly likely to be inaccurate, especially over long periods of time, and we do not know what assumptions were used in preparing such forecasts. Statements regarding industry and market data and other statistical information used throughout this report involve risks and uncertainties and are subject to change based on various factors.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Vistra Energy Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vistra Energy Corp. and subsidiaries (the "Company") as of December 31, 2019 and 2018, the related consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of cash flows, and consolidated statement of changes in equity, for each of the three years in the period ended December 31, 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2020 expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Tax Receivable Agreement Obligation – Refer to Notes 1 and 8 to the financial statements

Critical Audit Matter Description

The Company has a tax receivable agreement (TRA) obligation that requires the Company to make annual payments to the TRA rights holders based on cash savings in income tax resulting from a step up in the tax basis of certain assets upon emergence from bankruptcy in 2016. The carrying value of the TRA obligation is based on the discounted amount of forecasted payments to the TRA rights holders. Determining the carrying value of the TRA obligation requires management to make significant estimates and assumptions in preparing its forecast of taxable income for a period of approximately 40 years. Changes to either the estimated timing or amount of expected TRA payments impact the carrying value of the obligation. As of December 31, 2019, the carrying value of the TRA obligation totaled $455 million.

Given the significant judgements made by management to estimate the TRA obligation, performing audit procedures to evaluate the reasonableness of management’s estimate and assumptions related to the estimated future taxable income required a high degree of auditor judgement and an increased extent of effort, including the need to involve our income tax specialists.

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How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to estimated future taxable income included the following, among others:

  • We tested the effectiveness of controls over management’s determination of the TRA obligation carrying amount, including controls over developing the estimated future taxable income.

  • With the assistance of our income tax specialists, we evaluated the following elements in testing management’s estimated future taxable income:

–The application of tax laws and regulations.

–Future reversals of existing temporary differences including the timing and amount of loss carryforwards.

  • We evaluated the reasonableness of management’s estimates of future taxable income by comparing the estimates to:

–Historical taxable income.

–Internal communications to management and the Board of Directors.

–Forecasted information included in Company press releases as well as in analyst and industry reports for the Company.

  • We assessed the consistency of future taxable income with evidence obtained in other areas of the audit.

Fair Value Measurements – Level 3 Derivative Assets and Liabilities – Refer to Notes 1 and 15 to the financial statements

Critical Audit Matter Description

The Company has numerous derivative assets and liabilities. The fair values of a portion of these derivative instruments are based on complex proprietary models and/or unobservable inputs. These derivative financial instruments include (1) forward sales and purchases of electricity, natural gas, and coal; (2) electricity, natural gas, and coal options; and (3) financial transmission rights. Under accounting principles generally accepted in the United States of America, these financial instruments are generally classified as Level 3 assets or liabilities. As of December 31, 2019, the fair value of the Level 3 derivative assets and liabilities totaled $239 million and $313 million, respectively.

Given management uses complex proprietary models and/or unobservable inputs to estimate the fair value of Level 3 assets and liabilities, performing audit procedures to evaluate the appropriateness of these models and inputs required a high degree of auditor judgment and an increased extent of effort, including the need to involve our energy commodity fair value specialists who possess significant quantitative and modeling expertise.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the proprietary models and unobservable inputs used by management to estimate the fair value of Level 3 derivative assets and liabilities included the following, among others:

  • We tested the effectiveness of controls over derivative asset and liability valuations, including controls related to price verification of illiquid price curves.

  • We assessed the consistency by which management has applied significant unobservable valuation assumptions.

  • We obtained the Company’s complete listing of derivative assets and liabilities and related

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 9A. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15a-15(e) of the Exchange Act) in effect at December 31, 2019. On the Ambit Acquisition Date, we completed the Ambit Transaction. Vistra Energy is currently in the process of evaluating the internal controls of the acquired business and integrating it into our existing operations. As permitted by the SEC, management has elected to exclude Ambit Holdings, LLC from its assessment of the effectiveness of its internal controls over financial reporting as of December 31, 2019. Based on the evaluation performed, our principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of that date.

Other than the changes resulting from the Ambit Transaction, there have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15a-15(e) of the Exchange Act) during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

VISTRA ENERGY CORP.

MANAGEMENT’S ANNUAL REPORT ON

INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Vistra Energy Corp. is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) for the company. Vistra Energy Corp.'s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in condition or the deterioration of compliance with procedures or policies.

The management of Vistra Energy Corp. performed an evaluation of the effectiveness of the company's internal control over financial reporting as of December 31, 2019 based on the Committee of Sponsoring Organizations of the Treadway Commission’s (COSO's) Internal Control - Integrated Framework (2013). Based on the review performed, management believes that as of December 31, 2019 Vistra Energy Corp.'s internal control over financial reporting was effective.

On November 1, 2019, an indirect, wholly owned subsidiary of Vistra Energy Corp. acquired Ambit Holdings, LLC, as further described in Note 2, Acquisitions, Merger Transaction and Business Combination Accounting. Ambit Holdings, LLC's financial statements comprised approximately 3% of the company's total assets as of December 31, 2019 and approximately 2% and less than 1%, respectively of the company's total revenues and net income for the year ended December 31, 2019. As of December 31, 2019, we are in the process of evaluating the internal controls of the acquired business and integrating it into our existing operations. As permitted by the SEC, management has elected to exclude Ambit Holdings, LLC from its assessment of the effectiveness of its internal control over financial reporting as of December 31, 2019.

The independent registered public accounting firm of Deloitte & Touche LLP as auditors of the consolidated financial statements of Vistra Energy Corp. has issued an attestation report on Vistra Energy Corp.’s internal control over financial reporting.

/s/ CURTIS A. MORGAN/s/ DAVID A. CAMPBELL
Curtis A. MorganDavid A. Campbell
President and Chief Executive OfficerExecutive Vice President and Chief Financial Officer
(Principal Executive Officer)(Principal Financial Officer)

February 28, 2020

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Vistra Energy Corp.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Vistra Energy Corp. and its subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019, of the Company and our report dated February 28, 2020, expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Ambit Holdings, LLC, which was acquired on November 1, 2019 and whose financial statements constitute approximately 3% of total assets, approximately 2% of revenues, and less than 1% of net income of the consolidated financial statement amounts as of and for the year ended December 31, 2019. Accordingly, our audit did not include the internal control over financial reporting at Ambit Holdings, LLC.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Dallas, Texas

February 28, 2020

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Item 9B. OTHER INFORMATION

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Code of Ethics

Vistra Energy has adopted a code of ethics entitled "Vistra Energy Code of Conduct" that applies to directors, officers and employees, including the chief executive officer and senior financial officers of Vistra Energy. It may be accessed through the "Corporate Governance" section of the Company's website at www.vistraenergy.com. Vistra Energy also elects to disclose the information required by Form 8-K, Item 5.05, "Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics," through the Company's website and will disclose such events within four business days following the date of the amendment or waiver, and such information will remain available on this website for at least a 12-month period. A copy of the "Vistra Energy Code of Conduct" is available in print to any stockholder who requests it.

Other information required by this Item is incorporated by reference to the similarly named section of Vistra Energy's Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders.

Item 11. EXECUTIVE COMPENSATION

Information required by this Item is incorporated by reference to the similarly named section of Vistra Energy's Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this Item is incorporated by reference to the sections entitled "Beneficial Ownership of Common Stock of the Company" in Vistra Energy's Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this Item is incorporated by reference to the sections entitled "Business Relationships and Related Person Transactions Policy" and "Director Independence" in Vistra Energy's Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this Item is incorporated by reference to the sections entitled "Principal Accounting Fees" in Vistra Energy's Definitive Proxy Statement for its 2020 Annual Meeting of Stockholders.

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PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Our financial statements and financial statement schedules are incorporated under Part II, Item 8 of this annual report on Form 10-K.

(b) EXHIBITS:

Vistra Energy Corp. Exhibits to Form 10-K for the Fiscal Year Ended December 31, 2019

ExhibitsPreviously Filed With File Number*As Exhibit
(2)Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
2.1333-215288 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
2.2001-38086 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
3.1333-215288 Form S-1 (filed December 23, 2016)3.1Certification of Incorporation of TCEH Corp. (now known as Vistra Energy Corp.), dated October 3, 2016
3.2333-215288 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
3.3333-215288 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
4.1001-33443 Form 8-K for Dynegy Inc. (filed on May 21, 2013)4.1—2023 Notes Indenture, dated May 20, 2013, among Dynegy, the Subsidiary Guarantors and the Trustee
4.2001-33443 Form 10-K (Year ended December 31, 2013) (filed on February 27, 2014)4.3—First Supplemental Indenture to the 2023 Notes Indenture, dated as of December 5, 2014, among Dynegy, the Subsidiary Guarantors and the Trustee
4.3001-33443 Form 8-K for Dynegy Inc. (filed on April 7, 2015)4.20—Second Supplemental Indenture to the 2023 Notes Indenture, dated April 1, 2015, among Dynegy, the Subsidiary Guarantors and the Trustee
4.4001-33443 Form 8-K for Dynegy Inc. (filed on April 8, 2015)4.28—Third Supplemental Indenture to the 2023 Notes Indenture, dated April 2, 2015, among Dynegy, the Subsidiary Guarantors and the Trustee
4.5001-33443 Form 10-Q for Dynegy Inc. (Quarter ended June 30, 2015) (filed on August 7, 2015)4.4—Fourth Supplemental Indenture to the 2023 Notes Indenture, dated May 11, 2015, among Dynegy, the Subsidiary Guarantors
4.6001-33443 Form 10-Q for Dynegy Inc. (Quarter ended September 30, 2015) (filed on November 5, 2015)4.4—[Fifth Supplemental Indenture to the 2023 Notes Indenture, dated S

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Item 16. FORM 10-K SUMMARY

None.

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SIGNATURES

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

VISTRA ENERGY CORP.
Date:February 28, 2020By/s/ CURTIS A. MORGAN
Curtis A. Morgan (President and Chief Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Vistra Energy Corp. and in the capacities and on the date indicated.

SignatureTitleDate
/s/ CURTIS A. MORGANPrincipal Executive Officer and DirectorFebruary 28, 2020
(Curtis A. Morgan, President and Chief Executive Officer)
/s/ DAVID A. CAMPBELLPrincipal Financial OfficerFebruary 28, 2020
(David A. Campbell, Executive Vice President and Chief Financial Officer)
/s/ CHRISTY DOBRYPrincipal Accounting OfficerFebruary 28, 2020
(Christy Dobry, Vice President and Controller)
/s/ SCOTT B. HELMChairman of the Board and DirectorFebruary 28, 2020
(Scott B. Helm, Chairman of the Board)
/s/ HILARY E. ACKERMANNDirectorFebruary 28, 2020
(Hilary E. Ackermann)
/s/ ARCILIA C. ACOSTADirectorFebruary 28, 2020
(Arcilia C. Acosta)
/s/ GAVIN R. BAIERADirectorFebruary 28, 2020
(Gavin R. Baiera)
/s/ PAUL M. BARBASDirectorFebruary 28, 2020
(Paul M. Barbas)
/s/ LISA M. CRUTCHFIELDDirectorFebruary 28, 2020
(Lisa M. Crutchfield)
/s/ BRIAN K. FERRAIOLIDirectorFebruary 28, 2020
(Brian K. Ferraioli)
/s/ JEFF D. HUNTERDirectorFebruary 28, 2020
(Jeff D. Hunter)
DirectorFebruary 28, 2020
(Geoffrey D. Strong)
/s/ JOHN R. SULTDirectorFebruary 28, 2020
(John R. Sult)
DirectorFebruary 28, 2020
(Bruce Zimmerman)