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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, 2023

— 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)


			Title of Each Class						Trading Symbol(s)						Name of Each Exchange on Which Registered
Securities registered pursuant to Section 12(b) of the Act:			Common stock, par value $0.01 per share						VST						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. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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, 2023, the aggregate market value of the Vistra Corp. common stock held by non-affiliates of the registrant was $9,654,651,880 based on the closing sale price as reported on the New York Stock Exchange.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.


Class						Outstanding as of February 23, 2024
Common stock, par value $0.01 per share						347,885,110

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement relating to its 2024 Annual Meeting of Stockholders are incorporated by reference in Part III of this annual report on Form 10-K.

TABLE OF CONTENTS


				PAGE
Glossary of Terms and Abbreviations				iii
Forward-Looking Statements				vii
Industry and Market Information				ix
PART I.
Item 1.	BUSINESS			1
		M arket Discussion		1
		B usiness Strategy		6
		H uman Capital Resources		6
		E n v ironmental Regulations and Related Considerations		9
		C orporate Information		17
		Available Information		17
Item 1A.	RISK FACTORS			18
Item 1B.	UNRESOLVED STAFF COMMENTS			44
Item 1C.	CYBERSECURITY			45
Item 2.	PROPERTIES			46
Item 3.	LEGAL PROCEEDINGS			48
Item 4.	MINE SAFETY DISCLOSURES			48
PART II.
Item 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES			49
Item 6.	[RESERVED]			50
Item 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION, AND RESULTS OF OPERATIONS			50
		Significant Activities and Events, and Items Influencing Future Performance		50
		C ritical Accounting Estimates		55
		R esults of Operations		59
		F inancial Condition		67
		C ommit ments and Contingencies		72
		Changes in Accounting Standards		72
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			73
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			77
		Consolidated Statements of Operations		79
		Consolidated Statements of Comprehensive Income (Loss)		79
		Consolidated Statements of Cash Flows		80
		Consolidated Balance Sheets		82
		Consolidated Statement of Changes in Equity		84
		Notes to Consolidated Financial Statements:		85
			1. Business and Significant Accounting Policies	85
			2. Transaction Agreement	91
			3. Development of Generation Facilities	93
			4. Retirement of Generation Facilities	94
			5. Revenue	95
			6. Goodwill and Identifiable Intangible Assets and Liabilities	99
			7. Income Taxes	102
			8. Tax Receivable Agreement Obligation	105


		9. Earnings Per Share	107
		10. Accounts Receivable Financing	107
		11. Collateral Financing Agreement with Affiliate	108
		12. Debt	109
		13. Leases	117
		14. Commitments and Contingencies	119
		15. Equity	128
		16. Fair Value Measurements	132
		17. Commodity and Other Derivative Contractual Assets and Liabilities	135
		18. Pension and Other Postretirement Employee Benefits (OPEB)	139
		19. Stock-Based Compensation	146
		20. Related Party Transactions	148
		21. Segment Information	149
		22. Supplementary Financial Information	150
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		157
Item 9A.	CONTROLS AND PROCEDURES		157
Item 9B.	OTHER INFORMATION		159
Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION		159
PART III.
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		160
Item 11.	EXECUTIVE COMPENSATION		160
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		160
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		160
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		160
PART IV.
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		161
Item 16.	FORM 10-K SUMMARY		179
Signatures			180

GLOSSARY OF TERMS AND ABBREVIATIONS

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


Current and Former Related Entities:
Ambit						Ambit Holdings, LLC, and/or its subsidiaries (d/b/a Ambit), depending on context
Crius						Crius Energy Trust and/or its subsidiaries, depending on context
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.
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
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
Merger Sub						Black Pen Inc., an indirect, wholly owned subsidiary of Vistra
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
Parent						Vistra Corp.
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
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
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
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
U.S. Gas & Electric						U.S. Gas and Electric, LLC (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., and/or its subsidiaries, depending on context
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 12 to the Financial Statements) and borrower under the Vistra Operations Credit Facilities
Vistra Zero						subsidiaries of Vistra engaged in the operation and development of renewables and energy storage assets resulting in continued modernization of our generation fleet.
Transmission System Operators:
CAISO						The California Independent System Operator
ERCOT						Electric Reliability Council of Texas, Inc.
ISO-NE						ISO New England Inc.
MISO						Midcontinent Independent System Operator, Inc.
NYISO						New York Independent System Operator, Inc.

iii


PJM						PJM Interconnection, LLC
Authoritative Organizations:
CFTC						U.S. Commodity Futures Trading Commission
CPUC						California Public Utilities Commission
EPA						U.S. Environmental Protection Agency
FERC						U.S. Federal Energy Regulatory Commission
FTC						Federal Trade Commission
IEPA						Illinois Environmental Protection Agency
IPCB						Illinois Pollution Control Board
IRS						U.S. Internal Revenue Service
MSHA						U.S. Mine Safety and Health Administration
NERC						North American Electric Reliability Corporation
NRC						U.S. Nuclear Regulatory Commission
PUCT						Public Utility Commission of Texas
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
SEC						U.S. Securities and Exchange Commission
TCEQ						Texas Commission on Environmental Quality
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
Rules and Regulations:
CAA						Clean Air Act
Exchange Act						Securities Exchange Act of 1934, as amended
IRA						Inflation Reduction Act of 2022
Securities Act						Securities Act of 1933, as amended
General Terms:
2022 Form 10-K						Vistra's annual report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023
Ambit Transaction						the acquisition of Ambit by an indirect, wholly owned subsidiary of Vistra on November 1, 2019 (Ambit Acquisition Date)
ARO						asset retirement and mining reclamation obligation
CCGT						combined cycle natural gas turbine
CCR						coal combustion residuals
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 October 3, 2016 (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), completed their reorganization under the Bankruptcy Code and emerged from the Chapter 11 Cases as subsidiaries of a newly formed company, Vistra (Emergence).
CME						Chicago Mercantile Exchange
CO2						carbon dioxide
Crius Transaction						the acquisition of equity interests of two wholly owned subsidiaries of Crius that indirectly owned the operating business of Crius by an indirect, wholly owned subsidiary of Vistra on July 15, 2019 (Crius Acquisition Date)


CT						combustion turbine
Dynegy Merger						the merger of Dynegy with and into Vistra, with Vistra as the surviving corporation
Dynegy Merger Date						April 9, 2018, the date Vistra and Dynegy completed the transactions contemplated by the Agreement and Plan of Merger, dated as of October 29, 2019, by and between Vistra and Dynegy
EBITDA						earnings (net income) before interest expense, income taxes, depreciation and amortization
Energy Harbor						Energy Harbor Corp., and/or its subsidiaries, depending on context
ESG						environmental, social and governance
ESS						energy storage system
Fitch						Fitch Ratings Inc. (a credit rating agency)
GAAP						generally accepted accounting principles
GHG						greenhouse gas
GWh						gigawatt-hours
Green Finance Framework						Framework adopted by the Company and made available on its website pursuant to which the Company may issue financial instruments to fund new or existing projects that support renewable energy and energy efficiency, with alignment to the Company's environmental, social, and governance strategy
Heat Rate						Heat Rate is a measure of the efficiency of converting a fuel source to electricity
ICE						Intercontinental Exchange
ISO						independent system operator
ITC						investment tax credit
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
Market Heat Rate						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.
MMBtu						million British thermal units
Moody's						Moody's Investors Service, Inc. (a credit rating agency)
MW						megawatts
MWh						megawatt-hours
NOX						nitrogen oxide
NYMEX						the New York Mercantile Exchange, a commodity derivatives exchange
NYSE						New York Stock Exchange
OPEB						postretirement employee benefits other than pensions
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 Preferred Stock Sale						as part of 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 (Spin-Off), the contribution of certain of the assets of the Predecessor and its subsidiaries by a subsidiary of TEX Energy LLC to Vistra Preferred Inc. (PrefCo) in exchange for all of PrefCo's authorized preferred stock, consisting of 70,000 shares, par value $0.01 per share
PTC						production tax credit
REP						retail electric provider
RTO						regional transmission organization
S&P						Standard & Poor's Ratings (a credit rating agency)
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 Green Redeemable Perpetual Preferred Stock, $0.01 par value, with a liquidation preference of $1,000 per share
Series C Preferred Stock						Vistra's 8.875% Series C 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
SO2						sulfur dioxide
SOFR						Secured Overnight Financing Rate, the average rate at which institutions can borrow U.S. dollars overnight while posting U.S. Treasury Bonds as collateral
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
TRA						Tax Receivable 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)
U.S.						United States of America
Vistra Operations Commodity-Linked Credit Agreement						Credit agreement, dated as of February 4, 2022 (as amended, restated, amended and restated, supplemented, and/or otherwise modified from time to time) by and among Vistra Operations, Vistra Intermediate, the lenders party thereto, the other credit parties thereto, the administrative agent, the collateral agent, and the other parties named therein
Vistra Operations Credit Agreement						Credit agreement, dated as of October 3, 2016 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time), by and among Vistra Operations, Vistra Intermediate, the lenders party thereto, the letter of credit issuers party thereto, the administrative agent, the collateral agent, and the other parties named therein
Vistra Operations Credit Facilities						Vistra Operations senior secured financing facilities (see Note 12 to the Financial Statements)

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements that involve risk and uncertainties. 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," "potential," "will likely," "unlikely," "believe," "expect," "anticipated," "estimate," "should," "could," "may," "projection," "forecast," "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:

our ability to consummate the acquisition of Energy Harbor, and if consummated, our ability to achieve synergies and forecasted operational results;
the actions and decisions of judicial and regulatory authorities;
prevailing applicable 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;
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;
legal and administrative proceedings and settlements;
general industry trends;
economic conditions, including the impact of any inflationary period, recession or economic downturn;
investor sentiment relating to climate change and utilization of fossil fuels in connection with power generation;
the severity, magnitude and duration of extreme weather events, drought and limitations on access to water, and other weather conditions and natural phenomena, contingencies and uncertainties relating thereto;
acts of sabotage, geopolitical conflicts, wars, or terrorist, cybersecurity, cybercriminal, or cyber-espionage threats or activities;
risk of contract performance claims by us or our counterparties, and risks of, or costs associated with, pursuing or defending such claims;
our ability to collect trade receivables from counterparties in the amount or at the time expected, if at all;
our ability to attract, retain and profitably serve customers;
restrictions on or prohibitions of 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;
sufficiency of, access to, and costs associated with coal, fuel oil, natural gas, and uranium inventories and transportation and storage thereof;
changes in the ability of counterparties and suppliers to provide or deliver commodities, materials, or services 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, ancillary services 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;
changes in market supply or demand and demographic patterns;
our ability to mitigate forced outage risk, including managing risk associated with Capacity Performance in PJM and performance incentives in ISO-NE;
efforts to identify opportunities to reduce congestion and improve busbar power prices;

vii

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;
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 and achieve our capital allocation, performance, and cost-saving initiatives and objectives;
our ability to generate sufficient cash flow to make principal and interest payments in respect of, or refinance, our debt obligations;
our expectation that we will continue to pay (i) a consistent aggregate cash dividend amount to common stockholders on a quarterly basis and (ii) the applicable semiannual cash dividend to the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock stockholders, respectively;
our expectation that we will continue to make share repurchases under, and the possibility that we may fail to realize the anticipated benefits of, our share repurchase program, and the possibility that the program may be suspended, discontinued or not completed prior to its termination;
our ability to implement and successfully execute upon our strategic and growth initiatives, including the completion and integration of mergers, acquisitions and/or joint venture activity, the identification and completion of sales and divestitures activity, and the completion and commercialization of our other business development and construction projects;
competition for new energy development and other business opportunities;
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;
our ability to effectively and efficiently plan, prepare for and execute expected asset retirements and reclamation obligations and the impacts thereof, 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.

viii

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.

PART I

Next: Item 1. BUSINESS