Cover and table of contents
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Cover and table of contents
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, 2021
— 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 Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 36-4833255 | |||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
| 6555 Sierra Drive | Irving, | Texas | 75039 | (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 Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
| Common stock, par value $0.01 per share | VST | New York Stock Exchange | ||||||||||||
| Warrants | VST.WS.A | New 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2021, the aggregate market value of the Vistra Corp. common stock held by non-affiliates of the registrant was $8,921,038,713 based on the closing sale price as reported on the New York Stock Exchange.
As of February 22, 2022, there were 448,803,986 shares of common stock, par value $0.01, outstanding of Vistra Corp.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the registrant's 2022 annual meeting of stockholders are incorporated in Part III of this annual report on Form 10-K.
TABLE OF CONTENTS
Vistra Corp.'s (Vistra) annual reports, quarterly reports, current reports and any amendments to those reports are made available to the public, free of charge, on the Vistra website at http://www.vistracorp.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 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's website. The information on Vistra'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 and its subsidiaries occasionally make references to Vistra (or "we," "our," "us" or "the Company"), Luminant, TXU Energy, Ambit, Value Based Brands, 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 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.
| 2020 Form 10-K | Vistra's annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021 | |||||||
| Ambit or Ambit Energy | Ambit Holdings, LLC, and/or its subsidiaries (d/b/a Ambit), depending on context | |||||||
| ARO | asset retirement and mining reclamation obligation | |||||||
| CAA | Clean Air Act | |||||||
| CAISO | The California Independent System Operator | |||||||
| CARES Act | Coronavirus Aid, Relief, and Economic Security Act | |||||||
| CCGT | combined cycle gas turbine | |||||||
| CCR | coal combustion residuals | |||||||
| CFTC | U.S. Commodity Futures Trading Commission | |||||||
| Chapter 11 Cases | Cases 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 Oncor Electric Delivery Holdings Company LLC and its direct and indirect subsidiaries (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 on that date (Contributed EFH Debtors) emerged from the Chapter 11 Cases. | |||||||
| CME | Chicago Mercantile Exchange | |||||||
| CO****2 | carbon dioxide | |||||||
| CPUC | California Public Utilities Commission | |||||||
| Crius | Crius Energy Trust and/or its subsidiaries, depending on context | |||||||
| CT | combustion turbine | |||||||
| Dynegy | Dynegy Inc., and/or its subsidiaries, depending on context | |||||||
| Dynegy Energy Services | Dynegy Energy Services, LLC and Dynegy Energy Services (East), LLC (each d/b/a Dynegy, Better Buy Energy, Brighten Energy, Honor Energy and True Fit Energy), indirect, wholly owned subsidiaries of Vistra, 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. | |||||||
| EBITDA | earnings (net income) before interest expense, income taxes, depreciation and amortization | |||||||
| Effective Date | October 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 | |||||||
| Emergence | emergence of the TCEH Debtors and the Contributed EFH Debtors from the Chapter 11 Cases as subsidiaries of a newly formed company, Vistra, on the Effective Date | |||||||
| ESG | environmental, social and governance | |||||||
| EPA | U.S. Environmental Protection Agency | |||||||
| ERCOT | Electric Reliability Council of Texas, Inc. | |||||||
| ESS | energy storage system | |||||||
| Exchange Act | Securities Exchange Act of 1934, as amended | |||||||
| FERC | U.S. Federal Energy Regulatory Commission | |||||||
| Fitch | Fitch Ratings Inc. (a credit rating agency) | |||||||
| FTC | Federal Trade Commission | |||||||
| GAAP | generally accepted accounting principles | |||||||
| GHG | greenhouse gas | |||||||
| GWh | gigawatt-hours | |||||||
| Homefield Energy | Illinois Power Marketing Company (d/b/a Homefield Energy), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of MISO that is engaged in the retail sale of electricity to municipal customers |
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| ICE | Intercontinental Exchange | |||||||
| IEPA | Illinois Environmental Protection Agency | |||||||
| IPCB | Illinois Pollution Control Board | |||||||
| IRC | Internal Revenue Code of 1986, as amended | |||||||
| IRS | U.S. Internal Revenue Service | |||||||
| ISO | independent system operator | |||||||
| ISO-NE | ISO New England Inc. | |||||||
| kW | kilowatt | |||||||
| LIBOR | London Interbank Offered Rate, an interest rate at which banks can borrow funds, in marketable size, from other banks in the London interbank market | |||||||
| load | demand for electricity | |||||||
| LTSA | long-term service agreements for plant maintenance | |||||||
| Luminant | subsidiaries of Vistra engaged in competitive market activities consisting of electricity generation and wholesale energy sales and purchases as well as commodity risk management | |||||||
| market heat rate | Heat 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. | |||||||
| Merger | the merger of Dynegy with and into Vistra, with Vistra as the surviving corporation | |||||||
| Merger Agreement | the Agreement and Plan of Merger, dated as of October 29, 2017, by and between Vistra and Dynegy | |||||||
| Merger Date | April 9, 2018, the date Vistra and Dynegy completed the transactions contemplated by the Merger Agreement | |||||||
| MISO | Midcontinent Independent System Operator, Inc. | |||||||
| MMBtu | million British thermal units | |||||||
| Moody's | Moody's Investors Service, Inc. (a credit rating agency) | |||||||
| MSHA | U.S. Mine Safety and Health Administration | |||||||
| MW | megawatts | |||||||
| MWh | megawatt-hours | |||||||
| NELP | Northeast Energy, LP, a joint venture between Dynegy Northeast Generation GP, Inc. and Dynegy Northeast Associates LP, Inc., both indirect subsidiaries of Vistra, and certain subsidiaries of NextEra Energy, Inc. Prior to the NELP Transaction, NELP indirectly owned Bellingham NEA facility and the Sayreville facility. | |||||||
| NELP Transaction | a transaction among Dynegy Northeast Generation GP, Inc., Dynegy Northeast Associates LP, Inc. and certain subsidiaries of NextEra Energy, Inc. wherein the indirect subsidiaries of Vistra redeemed their ownership interest in NELP partnership in exchange for 100% ownership interest in NJEA, the entity which owns the Sayreville facility | |||||||
| NERC | North American Electric Reliability Corporation | |||||||
| NJEA | North Jersey Energy Associates, A Limited Partnership | |||||||
| NO****X | nitrogen oxide | |||||||
| NRC | U.S. Nuclear Regulatory Commission | |||||||
| NYISO | New York Independent System Operator, Inc. | |||||||
| NYMEX | the New York Mercantile Exchange, a commodity derivatives exchange | |||||||
| NYSE | New York Stock Exchange | |||||||
| Oncor | Oncor 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 | |||||||
| OPEB | postretirement employee benefits other than pensions | |||||||
| Parent | Vistra Corp. | |||||||
| PJM | PJM Interconnection, LLC |
iii
| Plan of Reorganization | Third 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 | |||||||
| PrefCo | Vistra Preferred Inc. | |||||||
| PrefCo Preferred Stock Sale | as 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 | |||||||
| Preferred Stock | Vistra's Series A Preferred Stock and Series B Preferred Stock | |||||||
| Public Power | Public Power, LLC (d/b/a Public Power), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of PJM, ISO-NE, NYISO and MISO that is engaged in the retail sale of electricity to residential and business customers | |||||||
| PUCT | Public Utility Commission of Texas | |||||||
| PURA | Texas Public Utility Regulatory Act | |||||||
| REP | retail electric provider | |||||||
| RCT | Railroad Commission of Texas, which among other things, has oversight of lignite mining activity in Texas, and has jurisdiction over oil and natural gas exploration and production, permitting and inspecting intrastate pipelines, and overseeing natural gas utility rates and compliance | |||||||
| RTO | regional transmission organization | |||||||
| S&P | Standard & Poor's Ratings (a credit rating agency) | |||||||
| SEC | U.S. Securities and Exchange Commission | |||||||
| Securities Act | Securities Act of 1933, as amended | |||||||
| Series A Preferred Stock | Vistra's 8.0% Series A Fixed Rate Reset Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, with a liquidation preference of $1,000 per share | |||||||
| Series B Preferred Stock | Vistra's 7.0% Series B Fixed Rate Reset Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, with a liquidation preference of $1,000 per share | |||||||
| SG&A | selling, general and administrative | |||||||
| SO****2 | sulfur dioxide | |||||||
| Spin-Off | the 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 | |||||||
| ST | steam turbine | |||||||
| Tax Matters Agreement | Tax 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 | |||||||
| TCJA | The 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 Predecessor | Texas 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 Debtors | the subsidiaries of TCEH that were Debtors in the Chapter 11 Cases | |||||||
| TCEQ | Texas Commission on Environmental Quality | |||||||
| TRA | Tax Receivables Agreement, containing certain rights (TRA Rights) to receive payments from Vistra 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) | |||||||
| TRE | Texas 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 | |||||||
| TriEagle Energy | TriEagle Energy, LP (d/b/a TriEagle Energy, TriEagle Energy Services, Eagle Energy, Energy Rewards, Power House Energy and Viridian Energy), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of ERCOT and PJM that is engaged in the retail sale of electricity to residential and business customers | |||||||
| TWh | terawatt-hours | |||||||
| TXU Energy | TXU Energy Retail Company LLC (d/b/a TXU), an indirect, wholly owned subsidiary of Vistra that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers |
iv
| U.S. | United States of America | |||||||
| U.S. Gas & Electric | U.S. Gas and Electric, Inc. (d/b/a USG&E, Illinois Gas & Electric and ILG&E), an indirect, wholly owned subsidiary of Vistra, a REP in certain areas of PJM, ISO-NE, NYISO and MISO that is engaged in the retail sale of electricity to residential and business customers | |||||||
| Value Based Brands | Value Based Brands LLC (d/b/a 4Change Energy, Express Energy and Veteran Energy), an indirect, wholly owned subsidiary of Vistra that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers | |||||||
| Vistra | Vistra 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. Effective July 2, 2020, Vistra Energy Corp. changed its name to Vistra Corp. | |||||||
| Vistra Intermediate | Vistra Intermediate Company LLC, a direct, wholly owned subsidiary of Vistra | |||||||
| Vistra Operations | Vistra Operations Company LLC, an indirect, wholly owned subsidiary of Vistra 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 Facilities | Vistra Operations senior secured financing facilities (see Note 11 to the Financial Statements) | |||||||
| Vistra Zero | Vistra Zero LLC |
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PART I