Vistra (VST) 10-K risk factor changes: FY2023 vs FY2022

- Our ability to achieve the expected growth of our Vistra Zero portfolio, consisting of our solar generation, [added: battery] ESS, and other renewables development projects, is subject to substantial capital requirements and other significant uncertainties.

- Pending or proposed laws or regulations, [added: or the repeal of existing beneficial laws or regulations,] including those proposed or implemented under the Biden administration, could have a material adverse effect on our businesses, results of operations, liquidity and financial condition.

- We have been and may in the future be materially and adversely affected [removed: by,] [added: by] the effects of extreme weather conditions and seasonality.

- Events outside of our control, including an epidemic or outbreak of an infectious [removed: disease, such as COVID-19,] [added: disease] may materially adversely affect our business.

- Changes in technology, increased electricity conservation efforts, or energy sustainability efforts may reduce the value of our [removed: generation facilities] [added: business, introduce new or emerging risks] and may otherwise have a material adverse effect on us.

*Management's Discussion and Analysis of Financial [removed: Condition] [added: 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.

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, [removed: fuel,] [added: fuel oil,] and transportation in our regional markets and other competitive markets in which we operate and upon prevailing retail electricity rates, which may be impacted by, among other things, actions of regulatory authorities.

Winter Storm Elliott, in December 2022, [removed: was another example] [added: and Winter Storm Heather, in January 2024, were other examples] of extreme weather across the U.S. that resulted in widespread wholesale power market volatility.

Delivery of these fuels to the facilities is dependent upon the continuing availability of such fuels and financial viability of contractual counterparties as well as upon the infrastructure (including mines, rail lines, rail cars, barge facilities, roadways, riverways and natural gas pipelines) available and functioning to serve each generation facility, and geopolitical risk, including the current Russia and Ukraine conflict and the potential for additional U.S. sanctions against [removed: Russia.][added: Russia or other potential restrictions on Russian energy deliveries.]

*Management's Discussion and Analysis of Financial [removed: Condition] [added: Condition,] and Results of Operations – Significant Activities and [removed: Events] [added: Events,] and Items Influencing Future Performance - Macroeconomic Conditions*.

Disputes relating to or non-performance of contractual [removed: arrangements,] [added: arrangements] have resulted in, and may continue to result in adverse impacts to our costs, revenues, results of operations, financial condition, and cash flows.

As part of our strategy to mitigate the potential negative effects of commodity price volatility, we have sold forward a substantial portion of our expected power sales in the next [removed: three] [added: few] years in order to lock in long-term prices.

Fuel costs (including diesel, natural gas, lignite, coal and nuclear fuel) are volatile, and the wholesale price for [removed: electricity] [added: power] does not always 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 costs which may be higher than planned, 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.

Volatility in market prices for fuel and [removed: electricity] [added: power] results from, among other factors:

- illiquidity in the wholesale [removed: electricity] [added: power] or other commodity markets;

Generally, commodity markets that we participate in to hedge our exposure to electricity prices and [removed: heat rates] [added: Market Heat Rates] have limited liquidity after two to three years.

Multiple potential changes [added: have been and] are [removed: currently] being evaluated by the PUCT and the Texas legislature for the ERCOT market, including the PCM that would align a required reliability standard with resource availability during higher-risk system conditions, the ultimate resolution of which is unknown.

Moreover, aggregate demand for power may be met by generation capacity based on several competing technologies, as well as power [removed: generating] [added: generation] facilities fueled by alternative or renewable energy sources, including hydroelectric power, synthetic fuels, solar, wind, wood, geothermal, waste heat and solid waste sources.

Further, with retail competition, it is easier for residential customers where we serve load to switch [removed: to and from] competitive electricity generation suppliers for their energy needs.

For example, if fewer customers switch to another supplier than anticipated, the load we must serve will be greater than [removed: anticipated and,] [added: anticipated, and] if market prices of fuel have increased, our costs will increase more than expected due to the need to go to the market to cover the incremental supply obligation.

Given the overall attractiveness of certain [removed: of the] markets in which we operate and certain tax benefits associated with renewable energy, among other matters, energy market participants have continued to construct new generation facilities or invest in enhancements or expansions of existing generation facilities despite relatively low wholesale power prices.

The convergence of current global conditions, including sustained inflation, [removed: rising] [added: elevated] interest rates, and the geopolitical climate, has and could lead to, or accelerate or exacerbate the occurrence of, a significant economic downturn, as well as changes in consumer and counterparty behavior, higher costs of capital, decreases in the value of our existing long-dated contracts, commodity price increases and volatility, supply chain shortages, and other adverse impacts to our business.

- disruptions, constraints, or inefficiencies in the continued reliable operation of our generation facilities and [removed: ESSs;] [added: battery ESS;] and

[removed: We amended our] [added: Our] Vistra Operations Credit Agreement [removed: to build in] [added: contains] Sustainability Adjustments.

These adjustments use baseline values from KPI Metrics and provide for decreases in the applicable credit spread adjustments and commitment fee rates if our reported metrics are a certain percentage below the baseline values, adjusted on a [removed: year to year] [added: year-to-year] basis.

Conversely, if our reported metrics are a certain percentage above the baseline values, adjusted on a [removed: year to year] [added: year-to-year] basis, the applicable credit spread adjustments and fee rates are increased.

[removed: Limitation] [added: Limitations] on our access to, or increases in our cost of, capital could have a material adverse effect on us.

Our indebtedness [removed: and the phaseout of LIBOR, or the replacement of LIBOR with a different reference rate,] could adversely affect our ability in the future to raise additional capital to fund our operations.

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $13.0] [added: $14.4] billion of total indebtedness and approximately [removed: $12.6] [added: $10.9] billion of indebtedness net of cash.

- restricting our ability to make distributions or pay dividends with respect to our [removed: capital] [added: common and preferred] stock and the ability of our subsidiaries to make distributions to us, in light of restricted payment and other financial covenants in our credit facilities and other financing agreements;

Certain [removed: of our] obligations are required to be secured by letters of credit, surety [removed: bonds] [added: bonds, first liens,] or cash, which increase our costs.

We undertake certain hedging and commodity activities and enter [removed: into] certain financing arrangements with various counterparties that require cash collateral or the posting of letters of credit which are at risk of being drawn down in the event we default on our obligations.

We currently use margin deposits, prepayments, surety [removed: bonds and] [added: bonds,] letters of credit [added: and first liens] as credit support for commodity procurement and risk management activities.

Future cash collateral requirements may increase based on the extent of our involvement in standard contracts and movements in commodity prices, [added: the use of first lien collateral,] and also based on our credit ratings and the general perception of creditworthiness in the markets in which we operate.

In the case of commodity arrangements, the amount of such credit support that must be provided [removed: typically] is [added: typically] based on the difference between the price of the commodity in a given contract and the market price of the commodity.

Without [removed: a sufficient amount of] [added: enough] working capital or other sources of available liquidity to post as collateral, we may not be able to manage price volatility effectively or to implement our strategy.

Our ability to achieve the expected growth of our Vistra Zero portfolio, consisting of our solar generation, [added: battery] ESS, and other renewables development projects, is subject to substantial capital requirements and other significant uncertainties.

We have a substantial capital allocation plan intended for investments in renewable assets, including solar development projects and [removed: ESSs.][added: battery ESS.]

Additionally, the increased demand for construction of renewables projects, such as [removed: ESSs] [added: battery ESS] and solar projects, and other labor market and supply chain constraints have resulted, and may continue to result, in limited availability of qualified specialists, contractors, and necessary services or materials, leading to delays in and higher costs for the development and construction of our current and future planned projects.

While certain of our subsidiaries are in various stages of developing and constructing solar generation facilities and [removed: ESSs] [added: battery ESS] and certain of these projects have signed long-term contracts or made similar arrangements for the sale of electricity, in other cases, our subsidiaries may enter into obligations in the development process even though the subsidiaries have not yet secured power purchase arrangements or other important elements for a successful project.

- Cybersecurity attacks or technology systems failures could disrupt business operations and expose us to significant liabilities, reputational damage, loss of customers, and regulatory action.

The Transactions (as defined below) remain subject to customary closing conditions which, if not satisfied or waived, would delay the Transactions or adversely impact our ability to complete the Transactions on the terms set forth in the Transaction Agreement (as defined below) or at all.

The completion of the Transactions remain subject to the satisfaction or waiver of customary closing conditions.

These closing conditions may not be fulfilled in a timely manner or at all, and, accordingly, the Transactions may not be completed.

If we are unable to complete the Transactions, we still will incur and will remain liable for significant transaction costs, including legal, accounting, advisory and other costs relating to the Transactions.

Also, depending upon the reasons for not completing the Transactions, we may be required to pay Energy Harbor a termination fee of $225 million.

If such a termination fee is payable, the payment could affect Vistra's share price.

Failure to consummate the Transactions as currently contemplated or at all could adversely affect the price of Vistra's common stock and our future business and financial results.

We cannot guarantee when or if these conditions will be satisfied or that the Transactions will be successfully completed.

If the Transactions are not consummated, or are consummated on different terms than as contemplated by the Transaction Agreement, we could be adversely affected and subject to a variety of risks associated with the failure to consummate the Transactions, or to consummate the Transactions as contemplated by the Transaction Agreement, including:

- our stockholders may be prevented from realizing the anticipated potential benefits of the Transactions;

- the market price of our common stock could decline significantly;

- reputational harm due to the adverse public perception of any failure to successfully complete the Transactions;

- under certain circumstances, we may be required to pay Energy Harbor a termination fee of up to $225 million or reimburse Energy Harbor's expenses up to $20 million; and

- the attention of our management and employees may be diverted from their day-to-day business and operational matters and our relationships with our customers and suppliers may be disrupted as a result of efforts relating to attempting to consummate the Transactions.

Any delay in the consummation of the Transactions, any uncertainty about the consummation of the Transactions on terms other than those contemplated by the Transaction Agreement and any failure to consummate the Transactions could adversely affect our business, financial results and common stock price.

Following the completion of the Transactions, we may be unable to successfully integrate Energy Harbor's businesses with Vistra's nuclear and retail businesses and its Vistra Zero renewable and battery ESS projects or realize the anticipated synergies and other expected benefits of the Transactions on the anticipated timeframe or at all.

The Transactions involve the combination of Energy Harbor's nuclear and retail businesses with Vistra's nuclear and retail businesses and certain of Vistra Zero renewables and battery ESS projects under Vistra Vision.

This new combination expects to benefit from certain cost savings, operating efficiencies and a growing renewables and battery ESS portfolio, some of which will take time to realize.

We will be required to devote significant management attention and resources to the integration of our and Energy Harbor's business practices and operations into Vistra Vision.

The potential difficulties we may encounter in building Vistra Vision include the following:

- the inability to successfully combine our nuclear, retail, renewables and battery storage business and Energy Harbor's nuclear and retail businesses in a manner that permits Vistra Vision to achieve the cost savings anticipated to result from the Transactions, which would result in the anticipated benefits of the Transactions not being realized in the timeframe currently anticipated or at all;

- the complexities associated with maintaining the second-largest competitive nuclear fleet in the U.S.;

- the complexities of combining two companies with different histories, geographic footprints and asset mixes;

- the complexities in combining two companies with separate technology systems;

- potential unknown liabilities and unforeseen increased expenses, delays or conditions associated with the Transactions;

- failure to perform by third-party service providers who provide key services for the combined company; and

- performance shortfalls as a result of the diversion of management’s attention caused by completing the Transactions and integrating the companies' operations.

For all these reasons, it is possible that the integration process could result in the distraction of our management, the disruption of our ongoing business or inconsistencies in operations, services, standards, controls, policies and procedures, any of which could adversely affect our ability to maintain relationships with operators, vendors and employees, to achieve the anticipated benefits of the Transactions, or could otherwise materially and adversely affect its business and financial results.

FERC and regional ISOs are working to address these backlogs, including with potential regulatory rule changes, which would change the interconnection process, the results of which are currently unknown.

Changes enacted by the Texas Legislature through Senate Bill 2627, the Powering Texas Forward Act, to administer Texas Energy Fund (TEF) programs, which include grants and loans to finance the construction, maintenance, modernization, and operation of electric facilities in Texas, may negatively impact our financial condition if it materially changes market fundamentals.

As we adopt new technologies, like artificial intelligence (AI), there is a risk that the content, analyses, recommendations, or judgments that AI applications assist in producing are alleged to be deficient, inaccurate, biased, or infringe on other's rights or property interests.

Competitors may also incorporate AI into their businesses, services, and products more quickly or more successfully than we do.

Cybersecurity attacks or technology systems failures could disrupt business operations and expose us to significant liabilities, reputational damage, loss of customers, and regulatory action.

Under new data protection laws, in certain circumstances, Vistra could incur liability for a third-party or service provider's misuse or loss of the data.

As of the date of this report, the Company has not identified a cyber/data event causing any material operational, reputational or financial impact.

However, we recognize the growing threat within the general marketplace and our industry, especially as generative AI becomes more widely used by threat actors.

There is no assurance that we will be able to prevent any such impacts in the future.

In the event of a material cyber breach, critical operational capabilities to support our generation, commercial, or retail operations could be disrupted or lost.

Additionally, customer, confidential, or proprietary data could be compromised, misused, or inappropriately disclosed.

- We are required to pay the holders of TRA Rights for certain tax benefits, which amounts are expected to be substantial.

In July 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021.

LIBOR is the interest rate benchmark used as a reference rate on a portion of our variable rate debt, including our revolving credit facility and interest rate swaps.

In November 2020, ICE Benchmark Administration (IBA), the administrator of LIBOR, with the support of the U.S. Federal Reserve and the United Kingdom's Financial Conduct Authority, announced plans to consult on ceasing publication of USD LIBOR on December 31, 2021 for only the one-week and two-month USD LIBOR tenors, and on June 30, 2023 for all other USD LIBOR tenors.

While this announcement extends the transition period to June 2023, the U.S. Federal Reserve concurrently issued a statement advising banks to stop new USD LIBOR issuances by the end of 2021.

In light of these announcements, the future of LIBOR at this time is uncertain and any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR's phaseout could cause LIBOR to perform differently than in the past or cease to exist.

Over the course of the last year, in anticipation of LIBOR ceasing to exist for affected tenors, we amended our revolving credit facilities to implement a change to SOFR as our primary reference rate.

For our Vistra Operations Credit Agreement, we made this change in conjunction with an extension amendment.

Certain lenders chose not to extend their commitments past the original maturity date.

As a result, the commitments of those lenders remain subject to a LIBOR based rate.

However, unless extended, those commitments, in the amount of $200 million, shall terminate on June 14, 2023 and, assuming no extension of such commitments, at such time all of our revolving credit facilities shall be SOFR based.

However, our Term Loan B-3 Facility, with a December 31, 2025 maturity date, remains LIBOR-based and may be subject to the LIBOR transition risks set forth above.

Further, certain of our agreements which utilize LIBOR as the referenced rate are governed by New York law, and certain of these contracts do not contain any fallback provisions or otherwise contain fallback provisions that lead to replacement rate based on LIBOR or require polling for interbank rates.

To the extent that we are unsuccessful in our efforts to amend such contracts prior to the LIBOR transition, we anticipate that the applicable New York legislation would apply to such contracts and would provide a replacement rate for inclusion in such contracts.

Notwithstanding our efforts, these changes may result in interest rates and/or payments that do not correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR was available in its current form.

Any new contracts would need to reference an alternative benchmark rate or include suggested fallback language.

Accordingly, we could be exposed to increased costs with respect to our variable rate debt, which could have an adverse impact on extensions of our credit and/or we might not be fully hedged on the variable rate exposure on our swapped indebtedness.

Any such increased costs or exposure could increase our cost of capital and have a material adverse effect on us.

We are required to pay the holders of TRA Rights for certain tax benefits, which amounts could be substantial.

On the Effective Date, we entered into the TRA with American Stock Transfer & Trust Company, LLC, as the transfer agent.

Pursuant to the TRA, we issued beneficial interests in the rights to receive payments under the TRA (TRA Rights) to the first lien creditors of our Predecessor to be held in escrow for the benefit of the first lien creditors of our Predecessor entitled to receive such TRA Rights under the Plan of Reorganization.

Our financial statements reflect a liability of $522 million as of December 31, 2022 related to these future payment obligations (see Note 7 to the Financial Statements).

This amount is based on certain assumptions as described more fully in the notes to the financial statements and the actual payments made under the TRA could be materially different than this estimate.

The TRA generally provides for the payment by us to the holders of TRA Rights of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax that we and our subsidiaries actually realize as a result of our use of (a) the tax basis step up attributable to the PrefCo Preferred Stock Sale, (b) the entire tax basis of the assets acquired as a result of the purchase and sale agreement, dated as of November 25, 2015 by and between La Frontera Ventures, LLC and Luminant, and (c) tax benefits related to imputed interest deemed to be paid by us as a result of payments under the TRA, plus interest accruing from the due date of the applicable tax return.

The amount and timing of any payments under the TRA will vary depending upon a number of factors, including the amount and timing of the taxable income we generate in the future and the tax rate then applicable, our use of loss carryovers and the portion of our payments under the TRA constituting imputed interest.

Although we are not aware of any issue that would cause the IRS to challenge the tax benefits that are the subject of the TRA, recipients of the payments under the TRA will not be required to reimburse us for any payments previously made if such tax benefits are subsequently disallowed.

As a result, in such circumstances, Vistra could make payments under the TRA that are greater than its actual cash tax savings.

Any amount of excess payment can be used to reduce future TRA payments, but cannot be immediately recouped, which could adversely affect our liquidity.

Because Vistra is a holding company with no operations of its own, its ability to make payments under the TRA is dependent on the ability of its subsidiaries to make distributions to it.

To the extent that Vistra is unable to make payments under the TRA because of the inability of its subsidiaries to make distributions to us for any reason, such payments will be deferred and will accrue interest until paid, which could adversely affect our results of operations and could also affect our liquidity in periods in which such payments are made.

The payments we will be required to make under the TRA could be substantial.

We may be required to make an early termination payment to the holders of TRA Rights under the TRA.

The TRA provides that, in the event that Vistra breaches any of its material obligations under the TRA, or upon certain mergers, asset sales, or other forms of business combination or certain other changes of control, the transfer agent under the TRA may treat such event as an early termination of the TRA, in which case Vistra would be required to make an immediate payment to the holders of the TRA Rights equal to the present value (at a discount rate equal to LIBOR plus 100 basis points) of the anticipated future tax benefits based on certain valuation assumptions.

As a result, upon any such breach or change of control, we could be required to make a lump sum payment under the TRA before we realize any actual cash tax savings and such lump sum payment could be greater than our future actual cash tax savings.

The aggregate amount of these accelerated payments could be materially more than our estimated liability for payments made under the TRA set forth in our financial statements, which could have a substantial negative impact on our liquidity.

The operation of our businesses is subject to advanced persistent cyber-based security threats and integrity risk.

Attacks on our infrastructure that breach cyber/data security measures could expose us to significant liabilities, reputational damage, regulatory action, and disrupt business operations, which could have a material adverse effect on us.

While the Company has not experienced a cyber/data event causing any material operational, reputational or financial impact, we recognize the growing threat within the general marketplace and our industry, and there is no assurance that we will be able to prevent any such impacts in the future.

If a material breach of our information technology systems were to occur, the critical operational capabilities and reputation of our business may be adversely affected, customer confidence may be diminished, and our business may be subject to substantial legal or regulatory scrutiny and claims, any of which may contribute to potential legal or regulatory actions against the Company, loss of customers and otherwise have a material adverse effect on us.

In addition, we may experience increased capital and operating costs to implement increased security for our information technology infrastructure.

[removed: This] [added: The following] discussion [added: and analysis of our financial condition and results of operations] should be read [removed: in conjunction] [added: together] with [removed: those] [added: our] consolidated financial statements and [removed: the] related notes [removed: and is qualified by reference to them.*][added: included in Item 8.]

[removed: The discussion] [added: *Management's Discussion] and [removed: analysis] [added: Analysis] of [added: Financial Condition, and Results of Operations* in] our [added: [202](http://www.sec.gov/ix?doc=/Archives/edgar/data/1692819/000169281923000005/vistra-20221231.htm)[2](http://www.sec.gov/ix?doc=/Archives/edgar/data/1692819/000169281923000005/vistra-20221231.htm) [Form 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/1692819/000169281923000005/vistra-20221231.htm) for a discussion of our] financial condition and results of operations for the year ended December 31, [removed: 2020] [added: 2021] and for the year ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020 are included in Item 7.][added: 2021, which is incorporated here by reference.]

[removed: Vistra has six reportable segments: (i) Retail, (ii) Texas, (iii) East, (iv) West, (v) Sunset] [added: | | | | Retail | | | | | | Texas | | | | | | East | | | | | | West | | | | | | Sunset | | | | | | | | | | | | | | | | | | | | | | | | Asset Closure | | | | | | Eliminations / Corporate] and [removed: (vi) Asset Closure.][added: Other | | | | | | Vistra Consolidated | | |]

See Note [removed: 19] [added: 2] to the Financial Statements for [removed: further] [added: more] information concerning [removed: our reportable business segments.][added: the Transaction Agreement.]

Significant Activities and [removed: Events] [added: Events,] and Items Influencing Future Performance

See [removed: *Item 1.][added: Item 7.]

[removed: *Solar Generation] [added: - $745 million for solar] and [removed: Energy Storage Projects* —][added: energy storage development;]

- [removed: In September 2021, we announced] [added: We continued development and construction activities on] the planned [removed: development, at a cost of approximately $550 million,] [added: development] of up to 300 MW of solar photovoltaic power generation facilities and up to 150 MW of battery ESS at retired or to-be-retired plant sites in [removed: Illinois, based on the passage of Illinois Senate Bill 2408, the Energy Transition Act.][added: Illinois.]

See Note [removed: 2] [added: 14] to the Financial Statements for [removed: a summary] [added: discussion] of [removed: our solar] [added: commitments] and [removed: battery ESS projects.][added: contingencies.]

See Note [removed: 3] [added: 14] to the Financial Statements for [removed: a summary] [added: discussion] of [removed: these planned generation retirements.][added: guarantees.]

[removed: *Inflation] [added: Inflation] Reduction Act of [removed: 2022*][added: 2022]

In August 2022, the U.S. enacted the [removed: Inflation Reduction Act of 2022 (IRA),] [added: IRA,] which, among other things, implements substantial new and modified energy tax credits, including a nuclear [removed: production tax credit (PTC),] [added: PTC,] a solar PTC, a first-time stand-alone battery storage investment tax credit, a 15% corporate alternative minimum tax (CAMT) on book income of certain large corporations, and a 1% excise tax on net stock repurchases.

Treasury regulations are expected to [added: further] define the scope of the legislation in many important respects over the next twelve months.

Vistra is not subject to the CAMT in the [removed: next fiscal] [added: 2023 tax] year since it [removed: applies] only [added: applies] to corporations that have a three-year average annual adjusted financial statement income in excess of $1 billion.

The excise tax [added: on stock repurchases] is not expected to have a material impact on our financial statements.

[removed: As of December 31, 2022, we] [added: We] have taken the CAMT and relevant extensions or expansions of existing tax credits applicable to projects in our immediate development pipeline into account when forecasting cash taxes for periods after the law takes [removed: effect and for estimating the TRA liability.][added: effect.]

[removed: *Macroeconomic Conditions*][added: Macroeconomic Conditions]

With forward power and natural gas curves increasing [removed: materially] [added: during 2022 and the continued volatility] in [removed: 2022,] [added: 2023,] we have increased our hedging for future periods.

As of December 31, [removed: 2022,] [added: 2023,] we have hedged approximately [removed: 73%] [added: 91%] of our expected generation volumes on average for the [removed: three-year] [added: two-year] period [removed: 2023 to] [added: 2024 through] 2025 (with approximately [removed: 90%] [added: 98%] hedged for [removed: 2023] [added: 2024] and approximately [removed: 76%] [added: 83%] hedged for [removed: 2024).][added: 2025).]

[removed: Changes] [added: The industry continues] to [removed: the geopolitical situation and the inflationary environment, among other factors, have also created] [added: experience] supply chain constraints that have reduced the availability [removed: and increased the costs] of certain [removed: fuels, such as coal, reduced the availability of certain] equipment and supply relevant to construction of renewables projects, and increased the lead time to procure certain materials necessary to maintain our natural gas, nuclear and coal fleet.

We are proactively managing the increased costs of materials and supply chain disruptions and continuing to prudently re-evaluate the business cases and timing of our planned development projects, which has resulted in a deferral of some of our planned capital spend for our renewables [removed: projects from 2022 to 2023 and beyond.][added: projects.]

In addition, we have proactively engaged our suppliers to secure key materials needed to maintain our existing generation facilities prior to future planned outages, and our Vistra Zero operational and development projects are anticipated to benefit from the impact of the [removed: recently passed] IRA.

The inflationary environment [removed: has also led to, and is expected] [added: continues] to [removed: cause further increases in,] [added: drive elevated] interest rates, resulting in increased [added: expected] refinancing or borrowing costs, including project financing for our development [removed: projects.][added: projects and refinancing expected in connection with debt due in 2024 and beyond.]

[removed: Additionally, we have been monitoring, and will continue to] [added: We are] closely [removed: monitor,] [added: monitoring] developments [removed: of] [added: in] the Russia and Ukraine conflict, [removed: including] [added: specifically with regards to, (i)] sanctions (or potential sanctions) against Russian energy exports and Russian nuclear fuel supply and enrichment activities, [removed: as well as] [added: and (ii)] actions by Russia to limit energy deliveries, which may further impact commodity prices in Europe and globally.

Our [removed: 2022] [added: 2024] refueling has not been affected by the Russia and Ukraine [removed: conflict.][added: conflict, nor have we seen any disruption to the delivery of nuclear fuel.]

We work with a diverse set of global nuclear fuel cycle suppliers to procure our nuclear [removed: fuel,] [added: fuel years in advance,] and therefore, we expect to have enough nuclear fuel to support all our refueling [removed: needs] [added: needs, including the Energy Harbor facilities following the expected closing of the Transactions,] through [removed: 2025.][added: 2027.]

We are taking affirmative action by [removed: including] [added: building strategic inventory and deploying] mitigating strategies in our procurement portfolio to ensure we can secure the nuclear fuel needed to continue to operate our nuclear [removed: facility.][added: facility through potential Russian supply disruption.]

If imports from Russia [removed: were] [added: are] restricted, [added: refueling operations of] U.S. merchant nuclear power generators could be challenged in [removed: their refueling operations in] future years.

[removed: *Winter] [added: | Winter] Storm [removed: Uri*][added: Uri impacts (e) | | | (52) | | | | | | 4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (48) | | |]

See Note [removed: 13] [added: 15] to the Financial Statements for more information about our dividend [removed: program.][added: and Share Repurchase Program.]

| [removed: Year] [added: | | | Year] Ended December 31, [removed: 2022] [added: 2022] | | | [removed: 78,470,547] | | | | | | [removed: 23.40] | | | | | | [removed: 1,836] | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | |]

See Note [removed: 13] [added: 8] to the Financial Statements for [removed: more information concerning] [added: details of] the [removed: Series A Preferred Stock] [added: TRA] and [added: Note 15 to] the [added: Financial Statements for details of the] Series [removed: B] [added: C] Preferred Stock.

We [added: remain committed to a strong balance sheet and] have [removed: stated] [added: continued to state] our objective to reduce our consolidated net leverage.

We also intend to [removed: continue to simplify and optimize our capital structure,] maintain adequate liquidity and pursue opportunities to refinance our long-term debt to extend [removed: maturities and/or reduce ongoing interest expense.][added: maturities.]

See Note 10 to the Financial Statements for [removed: details of our debt activity and Note 9 to the Financial Statements for details of] [added: detail on] our accounts receivable financing.

See Note [removed: 10] [added: 12] to the Financial Statements for [removed: details] [added: discussion] of [added: other covenants related to] the Vistra Operations Credit [removed: Agreement amendments.][added: Facilities.]

See Note [removed: 10] [added: 12] to the Financial Statements for [removed: more information concerning] [added: discussion of] the [added: Vistra Operations Credit Facilities and the] Commodity-Linked Facility.

[removed: *Capacity Markets*][added: Capacity Markets]

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

| | | | [removed: 2022-2023] [added: 2023-2024] | | | | | | [removed: 2023-2024] [added: 2024-2025] | | | | | | [removed: 2024-2025] | | |

*Financial Statements and Supplementary Data*.

Proposed Merger with Energy Harbor

On March 6, 2023, Vistra Operations and its wholly-owned subsidiary (Merger Sub) entered into a Transaction Agreement with Energy Harbor pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into Energy Harbor, with Energy Harbor surviving as an indirect subsidiary of Vistra.

The Transaction Agreement, the Merger and the other Transactions were approved by each of Vistra's Board and Energy Harbor's board of directors.

On February 16, 2024, we received approval from FERC to acquire Energy Harbor.

FERC's approval was the last regulatory approval needed, and we anticipate closing on March 1, 2024.

See Note 1 for our accounting policy related to refundable and transferable PTCs and ITCs.

Repurchase of TRA Rights and Preferred Stock Issuance

On December 29, 2023, Vistra repurchased (Repurchase) approximately 74% of the outstanding beneficial interests in the TRA Rights to receive payments under the TRA from a select group of registered holders of the TRA Rights (Selling Holders) in exchange for consideration of $1.50 per repurchased TRA Right, totaling an aggregate purchase price for the Repurchase of approximately $476 million.

The shares of Series C Preferred Stock were issued (see Note 15 to the Financial Statements) to the Selling Holders in exchange for the TRA Rights in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

As part of the transaction, on January 29, 2024, the Company filed a shelf registration statement on Form S-3 registering the resale of the shares by the Selling Holders of Series C Preferred Stock from time to time under Rule 415 of the Securities Act.

If the Company repurchases TRA Rights at any time during the 180 days following December 29, 2023 at a price per TRA Right greater than $1.50, the Company will pay the Selling Holders an amount equal to such excess purchase price per TRA Right sold by the Selling Holders.

On January 11, 2024, Vistra repurchased an additional 43,494,944 TRA Rights from a select group of registered holders of TRA Rights in exchange for consideration of $1.50 per repurchased TRA Right.

Total consideration of $65 million was paid using cash on hand.

On January 31, 2024, Vistra announced a cash tender offer to purchase any and all outstanding TRA Rights in exchange for consideration of $1.50 per tendered TRA Right accepted for purchase prior to close of business on February 13, 2024 (Early Tender Date), which included an early tender premium of $0.05 per TRA Right accepted for purchase.

As of the Early Tender Date, 55,056,931 TRA Rights were accepted for purchase for total consideration of $83 million, which was paid using cash on hand.

TRA Rights accepted for purchase after the Early Tender Date, but prior to the close of business on February 28, 2024, will receive consideration of $1.45 per TRA Right accepted for purchase, which will be paid in March 2024 using cash on hand.

As of the Early Tender Date, we have repurchased an aggregate 98% of the original outstanding TRA Rights, of which 10,430,083 TRA Rights remain outstanding.

Financial and Operating Performance

The following are financial and operating highlights we achieved in the execution of our four strategic priorities:

*Long-term, attractive earnings profile through the integrated business model.*

- We continued to execute our integrated business model through exceptional operational performance and capitalization of market opportunities which drove strong earnings during the year ended December 31, 2023, highlighting our competitive advantage of coupling retail with our reliable and efficient generation fleet and wholesale commodity risk management capabilities which reduces the effects of commodity price movements and contributes to the stability and predictability of our cash flows.

- Our commercial team focused on effectively and efficiently managing risk by opportunistically hedging for 2023 and beyond and optimizing our assets and business positions which led to strong plant operating performance and energy margins.

- Our retail brands served the retail electricity and natural gas needs of end-use residential, small business and commercial and industrial electricity customers through multiple sales and marketing channels through products and solutions that differentiate from our competitors leading to an increase in residential customer counts within markets we continue to operate.

*Strategic energy transition that supports the reliability and affordability of electricity.*

- In June 2023, an additional 350 MW battery ESS at our Moss Landing Power Plant site commenced commercial operations.

- As of June 30, 2023, the net proceeds of our Series B Preferred Stock were fully allocated to eligible solar and battery projects, pursuant to our Green Finance Framework.

- We retired our Edwards coal generation plant on January 1, 2023.

*Significant and consistent shareholder return of capital.*

- During the year ended December 31, 2023, we paid dividends to common stockholders totaling $313 million.

- During the year ended December 31, 2023, we repurchased 45 million shares for $1.3 billion under our stock repurchase program.

Total shares repurchased under the program established in October 2021 are 143 million shares for $3.5 billion.

*Maintaining a strong balance sheet.*

- In December 2023, we issued $400 million of 6.950% Senior Secured Notes due 2033 and $350 million of 7.750% Senior Unsecured Notes due 2031 in which the net proceeds were used to fund the tender offer (Senior Secured Notes Tender Offer) to purchase for cash $759 million aggregate principal amount of certain notes in January 2024, including $58 million of 4.875% Senior Secured Notes due 2024, $345 million of 3.550% Senior Secured Notes due 2024 and $356 million of the 5.125% Senior Secured Notes due 2025.

Our performance reflected strong plant operating performance, summer scarcity pricing events in Texas and effectiveness of our comprehensive hedging strategy and the value we were able to lock in as forward power and natural gas curves increased beginning in 2022.

In addition, current policies being considered by the U.S. Congress, namely H.R. 1042 the Prohibiting Russian Uranium Imports Act, would restrict imports of uranium if signed into law.

The bill passed out of the House of Representatives in December 2023, and the future of the bill remains uncertain as it awaits consideration in the Senate.

PJM, NYISO, ISO-NE, MISO and CAISO ensure long-term grid reliability through monthly, semiannual, annual and multi-year capacity auctions or bilateral transactions where power suppliers commit to making the generation resources available to the ISO as needed for a specific time period.

We participate in these capacity market auctions and also enter into bilateral capacity sales, and a portion of our East, West and Sunset segment revenues are impacted by the capacity auction results or bilateral contracts.

The following information summarizes the auction pricing for zones in which we operate as well as our capacity auction and bilateral capacity sales by planning period.

*The discussion below, as well as other portions of this annual report on Form 10-K, contain forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995.

In addition, management may make forward-looking statements orally or in other writing, including, but not limited to, in press releases, quarterly earnings calls, executive presentations, in the annual report to stockholders and in other filings with the SEC.

Readers can usually identify these forward-looking statements by the use of such words as “may,” “will,” “should,” “likely,” “plans,” “projects,” “expects,” “anticipates,” “believes” or similar words.

These statements involve a number of risks and uncertainties.

Actual results could materially differ from those anticipated by such forward-looking statements.

For more discussion about risk factors that could cause or contribute to such differences, see Part I, Item 1A "Risk Factors" and other risks discussed herein.

Forward-looking statements reflect the information only as of the date on which they are made.

The Company does not undertake any obligation to update any forward-looking statements to reflect future events, developments, or other information.

If Vistra does update one or more forward-looking statements, no inference should be drawn that additional updates will be made regarding that statement or any other forward-looking statements.

This discussion is intended to clarify and focus on our results of operations, certain changes in our financial position, liquidity, capital structure and business developments for the periods covered by the consolidated financial statements included under Part II, Item 8 of this annual report on Form 10-K for the year ended December 31, 2022.

The following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2022, 2021 and 2020 should be read in conjunction with our consolidated financial statements and the notes to those statements.

*Management's Discussion and Analysis of Financial Condition and Results* in our [202](http://www.sec.gov/ix?doc=/Archives/edgar/data/1692819/000169281922000005/vistra-20211231.htm)[1](http://www.sec.gov/ix?doc=/Archives/edgar/data/1692819/000169281922000005/vistra-20211231.htm) [Form 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/1692819/000169281922000005/vistra-20211231.htm) and are incorporated herein by reference.

Business

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

Operating Segments

CEO Transition

In March 2022, Vistra announced that the Board had named Jim Burke as its next Chief Executive Officer (CEO), effective August 1, 2022.

Mr. Burke, who previously served as President and Chief Financial Officer, also joined the Company's Board upon assuming his new role.

Vistra's previous CEO and director, Curt Morgan, will serve as a special advisor to Mr. Burke and the Board until April 30, 2023.

The transition from Mr. Morgan to Mr. Burke was a product of the Company's formal succession planning process.

In July 2022, the Company announced the appointment of Kris Moldovan as the Company's Executive Vice President and Chief Financial Officer, effective August 1, 2022.

*Climate Change, Investments in Clean Energy and CO2* *Reductions*

*Environmental Regulations* — We are subject to extensive environmental regulation by governmental authorities, including the EPA and the environmental regulatory bodies of states in which we operate.

Environmental regulations could have a material impact on our business, such as certain corrective action measures that may be required under the CCR rule and the Effluent Limitation Guidelines (ELG) rule.

Business – Environmental Regulations and Related Considerations*, and *Item 1A.

Risk Factors – Regulatory and Legislative Risks* and Note 12 to the Financial Statements.

However, such rules and the regulatory environment are continuing to evolve and change, and we cannot predict the ultimate effect that such changes may have on our business.

*Emissions Reductions* — Vistra is targeting to achieve a 60% reduction in Scope 1 and Scope 2 CO2 equivalent emissions by 2030 as compared to a 2010 baseline with a long-term goal to achieve net-zero carbon emissions by 2050, assuming necessary advancements in technology and supportive market constructs and public policy.

In furtherance of Vistra's efforts to meet its net-zero target, Vistra expects to deploy multiple levers to transition the Company to operating with net-zero emissions.

*Green Finance Framework* — In December 2021, we announced the publication of our Green Finance Framework, which allows us to issue green financial instruments to fund new or existing projects that support renewable energy and energy efficiency with alignment to our ESG strategy.

See *Preferred Stock Offerings* below for discussion of the Series B Preferred Securities issued under our Green Finance Framework.

- In September 2020, we announced the planned development, at a cost of approximately $850 million, of up to 668 MW of solar photovoltaic power generation facilities and 260 MW of battery ESS in Texas.

Of this planned development in Texas, 158 MW of solar generation and the 260 MW of battery ESS came online in 2022.

- In January 2022, we announced that, subject to approval by the CPUC, we would enter into a 15-year resource adequacy and energy settlement contract with PG&E to develop an additional 350 MW battery ESS at our Moss Landing Power Plant site.

The CPUC approved the resource adequacy and energy settlement contract in April 2022.

We will only invest in these growth projects if we are confident in the expected returns.

*CO2* *Reductions* — In September 2020 and December 2020, we announced our intention to retire (a) all of our remaining coal generation facilities in Illinois and Ohio, (b) one coal generation facility in Texas and (c) one natural gas facility in Illinois no later than year-end 2027 due to economic challenges, including incremental expenditures that would be required to comply with the CCR rule and ELG rule (see Note 12 to the Financial Statements), and in furtherance of our efforts to significantly reduce our carbon footprint.

In June 2022, September 2022 and January 2023, we retired the Zimmer coal-fueled generation facility, the Joppa generation facilities and the Edwards coal-fueled generation facility, respectively.

*Comanche Peak Nuclear Plant License Renewal*

In October 2022, we announced the submission of our application to the NRC for license renewal at our two-unit Comanche Peak Nuclear Plant.

[removed: 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.

[removed: 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.

| Month-end average VaR | | | $ | [removed: 489] [added: 190] | | | | | $ | [removed: 424] [added: 489] | |

| Month-end high VaR | | | $ | [removed: 686] [added: 423] | | | | | $ | [removed: 684] [added: 686] | |

| Month-end low VaR | | | $ | [removed: 283] [added: 115] | | | | | $ | [removed: 222] [added: 283] | |

The following table provides information concerning our financial instruments at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] that are sensitive to changes in interest rates.

See Note [removed: 10] [added: 12] to the Financial Statements for further discussion of these financial instruments.

| | | | Expected Maturity Date | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] Total Carrying Amount | | | | | | [removed: 2022] [added: 2023] Total Fair Value | | | | | | [removed: 2021] [added: 2022] Total Carrying Amount | | | | | | [removed: 2021] [added: 2022] Total Fair Value | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | There-after | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Variable rate debt amount | | | $ | [removed: 28] [added: 25] | | | | | $ | [removed: 28] [added: 25] | | | | | $ | [removed: 2,458] [added: 25] | | | | | $ | [removed: —] [added: 25] | | | | | $ | [removed: —] [added: 25] | | | | | $ | [removed: —] [added: 2,375] | | | | | $ | [removed: 2,514] [added: 2,500] | | | | | $ | [removed: 2,486] [added: 2,500] | | | | | $ | [removed: 2,543] [added: 2,514] | | | | | $ | [removed: 2,518] [added: 2,486] | |

| Average interest rate (b) | | | [removed: 6.13] [added: 7.36] | | % | | | | [removed: 6.13] [added: 7.36] | | % | | | | [removed: 6.12] [added: 7.36] | | % | | | | [removed: —] [added: 7.36] | | % | | | | [removed: —] [added: 7.36] | | % | | | | [removed: —] [added: 7.36] | | % | | | | [removed: 6.12] [added: 7.36] | | % | | | | | | | | | | [removed: 1.85] [added: 6.12] | | % | | | | | | |

| Notional amount | | | $ | [removed: 2,300] [added: —] | | | | | $ | — | | | | | $ | [removed: —] [added: 2,300] | | | | | $ | [removed: 2,300] [added: —] | | | | | $ | — | | | | | $ | [removed: —] [added: 1,625] | | | | | $ | [removed: 4,600] [added: 3,925] | | | | | | | | | | | $ | 4,600 | | | | | | | |

| Average receive rate | | | [removed: 6.44] [added: 7.36] | | % | | | | [removed: 6.89] [added: 7.36] | | % | | | | [removed: 6.89] [added: 7.36] | | % | | | | [removed: 6.89] [added: 7.36] | | % | | | | [removed: —] [added: 7.36] | | % | | | | [removed: —] [added: 7.36] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

(b)The weighted average interest rate presented is based on the rates in effect at December 31, [removed: 2022.][added: 2023.]

(c)Interest rate swaps have maturity dates through [added: December 2030, of which $1.625 billion become effective in] July 2026.

[removed: Excludes $2.12 billion] [added: Maturities are presented net] of [added: $600 million and $700 million of] debt swapped to variable [added: maturing in 2024 and 2026, respectively,] that is matched against the terms of [removed: $2.12 billion] [added: the equivalent amounts] of debt swapped to fixed that effectively fix the out-of-the-money position of such swaps (see Note [removed: 10] [added: 12] to the Financial Statements).

As of December 31, [removed: 2022,] [added: 2023,] 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 $2 million taking into account the interest rate swaps discussed in Note [removed: 10] [added: 12] to Financial Statements.

See Note [removed: 15] [added: 17] to the Financial Statements for further discussion of this exposure.

[removed: 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 [removed: $2.237] [added: $1.976] billion at December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] Retail segment credit exposure totaled approximately [removed: $1.233] [added: $1.302] billion, including [removed: $1.211] [added: $1.241] billion of trade accounts receivable and [removed: $22] [added: $61] million related to derivatives.

Cash deposits and letters of credit held as collateral for these receivables totaled [removed: $65] [added: $54] million, resulting in a net exposure of [removed: $1.168] [added: $1.248] billion.

Allowances for uncollectible accounts receivable are established for the [removed: potential] [added: expected] loss from nonpayment by these customers based on historical experience, market or operational conditions and changes in the financial condition of large business customers.

As of December 31, [removed: 2022,] [added: 2023,] aggregate Texas, East, Sunset and Asset Closure segments credit exposure totaled [removed: $1.004 billion] [added: $674 million] including [removed: $541] [added: $545] million related to derivative assets and [removed: $463] [added: $129] 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 Texas, East, Sunset and Asset Closure segments exposure was [removed: $936] [added: $551] million, as seen in the following table that presents the distribution of credit exposure by counterparty credit quality [removed: at] [added: as of] December 31, [removed: 2022.][added: 2023.]

| Below investment grade or no rating | | | [removed: 315] [added: 135] | | | | | | [removed: 48] [added: 97] | | | | | | [removed: 267] [added: 38] | | | | | | | | | | | | | | | | | | | | | | | | | | |

Significant (*i.e.*, 10% or greater) concentration of credit exposure exists with [removed: one counterparty,] [added: two counterparties,] which represented an aggregate [removed: $136] [added: $293] million, or [removed: 15%,] [added: 53%,] of our total net [removed: exposure.][added: exposure as of December 31, 2023.]

We view exposure to [removed: this counterparty] [added: these counterparties] to be within an acceptable level of risk tolerance due to the [removed: counterparty's] [added: counterparties'] credit ratings, the [removed: counterparty's] [added: counterparties'] market role and deemed creditworthiness and the importance of our business relationship with the counterparty.

VaR Methodology

VaR for Underlying Generation Assets and Energy-Related Contracts

| | | | 2023 | | | | | | 2022 | | |

The month-end high VaR risk measure in 2023 is currently lower than the prior year due to lower prices and higher hedge levels.

Price Sensitivities

The following sensitivity table provides approximate estimates of the potential impact of movements in power prices and spark spreads (the difference between the power revenue and fuel expense of natural gas-fired generation as calculated using an assumed Heat Rate of 7.2 MMBtu/MWh) on realized pre-tax earnings (in millions) taking into account the hedge positions noted above for the periods presented.

The residual natural gas position is calculated based on two steps: first, calculating the difference between actual Heat Rates of our natural gas generation units and the assumed 7.2 Heat Rate used to calculate the sensitivity to spark spreads; and second, calculating the residual natural gas exposure that is not already included in the natural gas generation spark spread sensitivity shown in the table below.

The estimates related to price sensitivity are based on our expected generation, related hedges and forward prices as of December 31, 2023.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2024 | | | | | | 2025 | | |

| *Texas:* | | | | | | | | | | | |

| Nuclear/Renewable/Coal Generation: $2.50/MWh increase in power price | | | $ | 5 | | | | | $ | 9 | |

| Nuclear/Renewable/Coal Generation: $2.50/MWh decrease in power price | | | $ | (4) | | | | | $ | (8) | |

| Natural Gas Generation: $1.00/MWh increase in spark spread | | | $ | 7 | | | | | $ | 10 | |

| Natural Gas Generation: $1.00/MWh decrease in spark spread | | | $ | (6) | | | | | $ | (9) | |

| Residual Natural Gas Position: $0.25/MMBtu increase in natural gas price | | | $ | (9) | | | | | $ | 8 | |

| Residual Natural Gas Position: $0.25/MMBtu decrease in natural gas price | | | $ | 3 | | | | | $ | (11) | |

| *East:* | | | | | | | | | | | |

| Natural Gas Generation: $1.00/MWh increase in spark spread | | | $ | 2 | | | | | $ | 11 | |

| Natural Gas Generation: $1.00/MWh decrease in spark spread | | | $ | — | | | | | $ | (10) | |

| Residual Natural Gas Position: $0.25/MMBtu increase in natural gas price | | | $ | (7) | | | | | $ | (25) | |

| Residual Natural Gas Position: $0.25/MMBtu decrease in natural gas price | | | $ | 7 | | | | | $ | 25 | |

| *West:* | | | | | | | | | | | |

| Natural Gas Generation: $1.00/MWh increase in spark spread | | | $ | — | | | | | $ | 1 | |

| Natural Gas Generation: $1.00/MWh decrease in spark spread | | | $ | — | | | | | $ | (1) | |

| Residual Natural Gas Position: $0.25/MMBtu increase in natural gas price | | | $ | 1 | | | | | $ | 2 | |

| Residual Natural Gas Position: $0.25/MMBtu decrease in natural gas price | | | $ | (1) | | | | | $ | (2) | |

| *Sunset:* | | | | | | | | | | | |

| Coal Generation: $2.50/MWh increase in power price | | | $ | 3 | | | | | $ | 27 | |

| Coal Generation: $2.50/MWh decrease in power price | | | $ | (2) | | | | | $ | (27) | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

We manage our interest rate risk to limit the impact of interest rate changes on our results of operations and cash flows and to lower our overall borrowing costs.

To achieve these objectives, a majority of our borrowings have fixed interest rates.

The inflationary environment continues to drive elevated interest rates, resulting in increased expected refinancing or borrowing costs.

See Item 7.

*Management's Discussion and Analysis of Financial Condition, and Results of Operations – Significant Activities and Events, and Items Influencing Future Performance* *– Macroeconomic Conditions.*

| Average pay rate | | | 5.42 | | % | | | | 5.41 | | % | | | | 5.37 | | % | | | | 5.28 | | % | | | | 5.28 | | % | | | | 5.28 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

Credit Exposure

| | | | 2022 | | | | | | 2021 | | |

The month-end high VaR risk measure in 2022 is currently consistent with the prior year.

| Average pay rate | | | 4.18 | | % | | | | 4.77 | | % | | | | 4.77 | | % | | | | 4.77 | | % | | | | — | | % | | | | — | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Investment grade | | | $ | 689 | | | | | $ | 20 | | | | | $ | 669 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Totals | | | $ | 1,004 | | | | | $ | 68 | | | | | $ | 936 | | | | | | | | | | | | | | | | | | | | | | | | | |

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 and/or the IRA;

▪changes in and compliance with environmental and safety laws and policies, including the CCR 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 negatively impact our financial results or stock price;

- 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 could reduce demand for, or increase potential volatility in the market price of, our common stock;

- the severity, magnitude and duration of pandemics, including the COVID-19 pandemic, and the resulting effects on our results of operations, financial condition and cash flows;

- 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, most of which are difficult to predict and many of which are beyond our control, and the resulting effects on our results of operations, financial condition and cash flows;

- 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;

See [removed: *Glossary*] [added: *Glossary of Terms and Abbreviations*] for defined terms.

Our generation fleet totals approximately 37,000 [removed: MW] [added: megawatts] of generation capacity [removed: with] [added: powered by] a [removed: portfolio of] [added: diverse portfolio, including] natural gas, nuclear, coal, [removed: solar] [added: solar,] and battery energy storage facilities.

[removed: Vistra has] [added: The operations of Vistra, as an integrated retail electricity and power generation company, are further aligned into] six reportable [added: business] segments: (i) Retail, (ii) Texas, (iii) East, (iv) West, (v) Sunset and (vi) Asset Closure.

Since 2010, Vistra has retired more than [removed: 14,500] [added: 15,100] MW of coal and [added: natural] gas power plants resulting in a [removed: 45%] [added: 50%] reduction in carbon dioxide (CO2) emissions, a [removed: 61%] [added: 68%] reduction in nitrogen oxide (NOX) emissions, and [removed: a 81%] [added: an 89%] reduction in sulfur dioxide (SO2) emissions through year-end [removed: 2022,] [added: 2023,] compared to a 2010 baseline.

[removed: - *Disciplined capital allocation.* Vistra takes] [added: *Maintaining] a [added: strong balance sheet.* Vistra' s] disciplined approach to capital [removed: allocation in support of] [added: management supports] our commitment to maintain a strong balance sheet.

[removed: This key factor] [added: *Long-term, attractive earnings profile through the integrated business model.* Our integrated business model] distinguishes us from our electricity competitors [removed: by pairing] [added: as it pairs] our reliable and efficient [removed: mining,] diversified generation fleet and wholesale commodity risk management capabilities with our retail platform.

[removed: - The] [added: Our Texas, East, West and Sunset segments include our electricity generation operations, and our] Asset Closure segment is engaged in the decommissioning and reclamation of retired plants and mines.

*Independent System Operators (ISOs) and Regional Transmission Organizations (RTOs)* [added: — Separate from our operations, ISOs/RTOs administer the transmission infrastructure and markets across a regional footprint in most of the markets in which we operate.]

[removed: The Retail segment] [added: Vistra] is [added: one of the largest competitive residential retail electricity providers in the U.S. Our Retail operations are] engaged in retail sales of electricity, natural gas and related services to approximately [removed: 3.5] [added: 4] million customers.

Substantially all of [removed: these] [added: our retail] activities are conducted by TXU Energy, Ambit Energy, [removed: Value Based Brands,] Dynegy Energy Services, Homefield Energy, [removed: TriEagle Energy, Public Power] and U.S. Gas & Electric across 19 U.S. states and the District of Columbia.

The largest portion of our retail operations are in Texas, where we provide retail electricity to approximately [removed: 2.4] [added: 2.5] million [removed: customers in ERCOT.][added: customers.]

| [removed: ISO/RTO] [added: Primary Fuel] | | | | | | Technology | | | | | | [removed: Primary Fuel] [added: Net Capacity (MW)] | | | | | | [removed: Number] [added: %] of [removed: Facilities | | | | | | Net Capacity (MW)] [added: Net Capacity] | | |

| [removed: ERCOT | | | | | | CCGT] [added: Natural Gas] | | | | | | [removed: Natural Gas] [added: CCGT, CT or ST] | | | | | | [removed: 7] [added: 24,313] | | | | | | [removed: 7,838] [added: 66%] | | |

| [removed: ERCOT | | | | | |] Nuclear | | | | | | Nuclear | | | | | | [removed: 1] [added: 2,400] | | | | | | [removed: 2,400] [added: 7%] | | |

| [removed: ERCOT] [added: Renewable] | | | | | | Solar/Battery | | | | | | [removed: Renewable | | | | | | 4] [added: 1,358] | | | | | | [removed: 598] [added: 4%] | | |

[removed: We have announced the potential for additional development of] [added: ◦additional] solar [removed: photovoltaic power] generation facilities [removed: and battery ESS] in Texas, with [removed: estimated] [added: expected] commercial operation dates [removed: for these facilities] beginning in [removed: 2024.][added: 2025, and]

See Note [removed: 2] [added: 3] to the Financial Statements for [removed: a summary] [added: discussion] of our solar and battery [removed: energy storage projects.][added: ESS projects and Note 4 to the Financial Statements for discussion of our retirement of generation facilities.]

The PUCT [removed: recently] [added: has] voted to recommend a Performance Credit Mechanism (PCM) that would align a required reliability standard with resource availability during higher-risk system conditions in a centrally-cleared market.

These changes are currently being evaluated by the PUCT and [removed: the Texas legislature] [added: ERCOT] and have not been implemented as of the date hereof.

Effective January 1, 2022, when operating reserves drop to 3,000 MW or less, the ORDC automatically adjusts power prices to [removed: the established value of lost load (VOLL), which is set at] $5,000/MWh which is equal to the high system-wide offer cap.

*Management's Discussion and Analysis of Financial [removed: Condition] [added: Condition,] and Results of Operations – [removed: Key Operational Risks] [added: Significant Activities] and [removed: Challenges*).][added: Events, and Items Influencing Future Performance*).]

| [removed: PJM] [added: Fuel Oil] | | | | | | CT | | | | | | [removed: Fuel Oil | | | | | | 2] [added: 203] | | | | | | [removed: 93] [added: —%] | | |

[removed: We plan to develop up] [added: ◦up] to 300 MW of solar [removed: photovoltaic power] generation facilities [removed: and up to 150 MW of battery ESS] at retired or [removed: to-be-retired] [added: to-be retired] plant sites in Illinois with [removed: estimated] [added: expected] commercial operation dates [removed: for these facilities] ranging from 2024 to [removed: 2025.][added: 2026.]

*PJM* — PJM is an RTO that manages the flow of electricity from approximately [removed: 185,000] [added: 183,000] MW of generation capacity to approximately 65 million customers in all or parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and the District of Columbia.

*ISO-NE* — ISO-NE is an ISO that manages the flow of electricity from approximately [removed: 32,600] [added: 32,400] MW of winter generation capacity to approximately 15 million customers in the states of Vermont, New Hampshire, Massachusetts, Connecticut, Rhode Island and Maine.

ISO-NE offers [removed: a forward capacity market] [added: the Forward Capacity Market] where capacity prices are determined through auctions.

*NYISO* — NYISO is an ISO that manages the flow of electricity from approximately [removed: 37,500] [added: 37,000] MW of installed summer generation capacity to approximately 20 million New York customers.

NYISO offers [added: the Installed Capacity Market,] a forward capacity market where capacity prices are determined through auctions.

See Note [removed: 3] [added: 14] to the Financial Statements for [removed: more information] [added: a discussion of litigation] related to [removed: these planned generation retirements.][added: EPA reviews.]

[added: *Wholesale Operations* —] Our wholesale commodity risk management group is responsible for dispatching our generation fleet in response to market needs after implementing portfolio optimization strategies, thus linking and integrating the generation fleet production with our retail customer and wholesale sales opportunities.

There is a certain baseline demand for electricity across an electric power system that occurs throughout the day, which is typically satisfied by baseload [removed: generating] [added: generation] units with low variable operating costs.

Baseload [removed: generating] [added: generation] units can also increase output to satisfy certain incremental demand and reduce output when demand is unusually low.

Intermediate/load-following [removed: generating] [added: generation] units, which can more efficiently change their output to satisfy increases in demand, typically satisfy a large proportion of changes in intraday load as they respond to daily increases in demand or unexpected changes in supply created by reduced generation from renewable resources or other generator outages.

Our commodity risk management group also enters into electricity, [added: natural] gas and other commodity derivative contracts to reduce exposure to changes in prices primarily to [removed: hedge] [added: mitigate the volatility of] future revenues and fuel costs for our generation facilities and purchased power costs for our Retail segment.

Competition in the markets in which we operate is impacted by electricity and fuel prices, congestion along the power grid, subsidies provided by state and federal governments for new and existing generation facilities, including renewables generation and battery ESS, new market entrants, construction of new [removed: generating] [added: generation] assets, technological advances in power generation, the actions of environmental and other regulatory authorities, and other factors.

We have also acquired the trade names for Ambit Energy, Dynegy Energy Services, Homefield Energy, TriEagle Energy, Public Power and U.S. Gas & Electric through the Ambit Transaction, Crius Transaction and the [added: Dynegy] Merger, as the case may be.

As of December 31, [removed: 2022,] [added: 2023,] we have reflected intangible assets on our balance sheet for our trade names of approximately $1.341 billion (see Note [removed: 5] [added: 6] to the Financial Statements).

[removed: As a key component of our core principle that *we work as a team*,] Vistra believes our most valuable asset is our talented, dedicated and diverse group of employees who work together to achieve our objectives, and our top priority is ensuring their safety.

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: 4,910] [added: 4,870] full-time employees, including approximately [removed: 1,295] [added: 1,200] employees under collective bargaining agreements.

In [removed: 2022,] [added: 2023,] the generation fleet conducted more than [removed: 52,000] [added: 56,000] leadership safety engagements across the fleet continuing our employee driven safety program focused on engagement of all employees.

General

Vistra is an integrated retail electricity and power generation company.

We combine an innovative, customer-centric approach to retail sales with safe, reliable, diverse, and efficient power generation.

The Company brings its products and services to market in 20 states and the District of Columbia, including all major competitive wholesale power markets in the U.S. We serve approximately 4 million residential, commercial, and industrial retail customers with electricity and natural gas.

Vistra is guided by four core principles: we do business the right way, we work as a team, we compete to win, and we care about our stakeholders, including our customers, our communities where we work and live, our employees, and our investors.

Retail Operations

Electricity Generation Operations

Vistra is the largest competitive power generator in the U.S. as measured by MWh.

At December 31, 2023, our generating capacity was powered by the following:

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Coal | | | | | | ST | | | | | | 8,428 | | | | | | 23% | | |

| Total | | | | | | | | | | | | 36,702 | | | | | | 100% | | |

Our natural gas-fueled generation fleet is comprised of 23 CCGT generation facilities totaling 19,512 MW and 11 peaking generation facilities totaling 4,801 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 and natural gas storage agreements in place to ensure reliable fuel supply.

Our coal/lignite-fueled generation fleet is comprised of seven generation facilities totaling 8,428 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 and coal purchased and transported by railcar at the Coleto Creek and Martin Lake generation facilities.

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 1,200 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 occurred in 2023.

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 90%, 94% and 96% in 2023, 2022 and 2021, respectively.

We have contracts in place for all of Comanche Peak's 2024 through 2027 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, but we are closely monitoring developments that may arise out of the Russia and Ukraine conflict.

See Item 7.

*Management's Discussion and Analysis of Financial Condition, and Results of Operations – Significant Activities and Events, and Items Influencing Future Performance* *– Macroeconomic Conditions*.

Our generation operations by segment are represented in the following table:

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Segment | | | | | | Net Capacity (MW) | | | | | | % of Net Capacity | | | | | | ISO/RTO | | |

| Texas | | | | | | 18,151 | | | | | | 49% | | | | | | ERCOT | | |

| East | | | | | | 12,093 | | | | | | 33% | | | | | | PJM, ISO-NE and NYISO | | |

| West | | | | | | 1,880 | | | | | | 5% | | | | | | CAISO | | |

| Sunset | | | | | | 4,578 | | | | | | 13% | | | | | | MISO, PJM and ERCOT | | |

| Total | | | | | | 36,702 | | | | | | 100% | | | | | | | | |

Business

Vistra is a holding company operating an integrated retail and electric power generation business primarily in markets throughout the U.S. Through our subsidiaries, we are engaged in competitive energy market 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 law in 2016.

Effective July 2, 2020, we changed our name from Vistra Energy Corp. to Vistra Corp. to distinguish from companies that are involved in exploring for, producing, refining, or transporting fossil fuels (many of which use "energy" in their names) and to better reflect our integrated business model, which combines a retail electricity and natural gas business focused on serving its customers with new and innovative products and services and an electric power generation business leading the clean power transition through our Vistra Zero portfolio while powering the communities we serve with safe, reliable and affordable power.

We serve approximately 3.5 million customers and operate in 20 states and the District of Columbia.

See *Market Discussion* below and Note 19 to the Financial Statements for further information concerning our reportable segments.

With a strong zero-carbon generation portfolio and a deliberate and responsible strategy to decarbonize, the company is focused on delivering healthy returns and value for all stakeholders.

Our business strategy is focused on the following areas:

- *Growth and transformation.* Vistra's strategy is to responsibly and reliably grow our businesses through economically attractive investments, including in retail business and renewable, energy storage and other assets that assist in reducing our carbon footprint and create a more sustainable and resilient company well positioned to generate long-term value for all of our stakeholders.

Now, we are transforming our generation portfolio through investments in zero-carbon resources and new carbon-reducing technologies, targeting net-zero carbon emissions by 2050.

Additionally, we have announced the retirement of approximately 5,000 MW of coal-fueled power plants by 2027, with plans to repurpose feasible sites to solar and energy storage developments.

Repurposed sites provide a strategic advantage in the development of greener power due to the interconnection infrastructure already available, but additionally, and importantly, they allow us to continue supporting the local communities and our employees in those areas.

We believe our diversified asset mix will support the reliability of the electric system while providing customers with cost-effective energy that meets their sustainable preferences throughout the clean power transition.

Our growth strategy leverages our core capabilities of multi-channel retail marketing in large and competitive markets, operating large-scale, environmentally sensitive, and diverse assets across a variety of fuel technologies, fuel logistics and management, commodity risk management, cost control, and energy infrastructure investing.

To advance our sustainability and energy transition initiatives, in December 2021, we adopted our Green Finance Framework, pursuant to which we issued $1.0 billion of Series B Preferred Stock to finance or refinance, in whole or in part, new or existing eligible green projects.

We intend to opportunistically evaluate the acquisition and development of high-quality generation and storage assets and power-related businesses, including retail businesses and renewable, energy storage and other assets, that complement our core capabilities and align with our operational, financial and sustainability goals.

We pride ourselves on our deliberate and responsible approach to grow and transform, considering impacts on all stakeholders.

We make disciplined investments that are consistent with our focus on maintaining both a strong balance sheet and strong liquidity profile and our commitment to ensuring grid reliability, affordable power, and pursuit of a just transition away from carbon-emitting generation assets for the communities in which we operate and serve.

As a result, consistent with our disciplined capital allocation approval process, we endeavor to pursue growth opportunities that have compelling economic value and align with or enhance our purpose and core principles.

We thoughtfully make capital allocation decisions that we believe will lead to attractive cash returns on investment, including returning capital to our stockholders through quarterly dividends and our share repurchase program as reflected in our current plans to return up to $7.75 billion in capital to common shareholders from November 2021 through 2026.

In addition to our dedicated approach to returning value to all stakeholders, we invest prudently in the maintenance of our existing assets and potential growth acquisitions.

A strong balance sheet ensures Vistra's interest expense is manageable in a variety of wholesale power price environments while giving Vistra access to flexible and diverse sources of liquidity needed to operate its business and make prudent capital investment decisions.

We believe in cost discipline and strong commercial management of our assets and commodity positions to deliver long-term value to our stakeholders, to maintain the safety and reliability of our facilities, all while accelerating growth in our Vistra Zero portfolio pipeline with cost-efficient capital and investment in new technologies when economic, including solar assets and ESS projects, resulting in a continued modernization of Vistra's generation fleet.

- *Integrated business model.* Our integrated business model is an important component of our business strategy.

This element of our business provides long-term sustainable solutions enabled by our diversified portfolio.

Coupling retail with generation is a core competitive advantage that reduces the effects of commodity price movements and contributes to the stability and predictability of our cash flows, a crucial feature of the strategy as Vistra responsibly grows its renewables portfolio and winds down its coal-fueled assets.

- *Superior customer service.* Through our retail brands, including TXU Energy, Ambit Energy, Value Based Brands, Dynegy Energy Services, Homefield Energy, TriEagle Energy, Public Power and U.S. Gas & Electric, we serve the retail electricity and natural gas needs of end-use residential, small business and 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 safe, reliable and affordable product offerings, our wholesale commodity risk management operations and our strong customer service to differentiate our products and solutions from our competitors.

We strive to be at the forefront of innovation with new environmentally-conscious and sustainable-focused product offerings and customer experiences to reinforce our value proposition.

We maintain a focus on solutions that provide our customers with choice, convenience and control over how and when they use electricity and related services, including TXU Energy's Free Nights and Solar DaysSM residential plans, TXU Energy's Free EV MilesSM residential plans, MyEnergy DashboardSM, the TXU Energy Green UpSM renewable energy credit program and a diverse set of solar options.

Our focus on superior customer service guides our efforts in acquiring new residential and commercial customers, serving and retaining existing customers, and maintaining valuable sales channels for our electricity generation resources.

We believe our dependable customer service, innovative 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 delivering long-term stakeholder value is increased as a result 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 as we lead in the clean power transition through the acceleration of our renewables portfolio.

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 and is instrumental in our long-term value proposition.

- *Integrated hedging and commercial management.* Our commercial team is focused on effectively and efficiently managing risk, through opportunistic hedging, and optimizing our assets and business positions.

We proactively manage our exposure to wholesale electricity prices and fuel costs in markets in which we operate, on an integrated basis, through contracts for physical delivery of electricity, exchange-traded and over-the-counter financial contracts, term, day-ahead and real-time market transactions, and bilateral contracts with other wholesale market participants, including other power generators and end-user electricity customers.

We actively hedge near-term cash flows and optimize long-term value through hedging and forward sales contracts.

We believe our integrated hedging and commercial management strategy, in combination with a strong balance sheet and attractive liquidity profile, will provide long-term advantages through cycles of higher and lower commodity prices.

See Note [removed: 12] [added: 14] to the Financial Statements for discussion of [removed: litigation, including] [added: material litigation] matters [removed: related] to [removed: our generation facilities and EPA reviews.][added: which Vistra is a party.]

[removed: UNITED STATES][added: | U.S. | | | | | | United States of America | | |]

[removed: SECURITIES] [added: UNITED STATES SECURITIES] AND EXCHANGE COMMISSION

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

| [added: | | |] Title of Each Class | | | | | | Trading Symbol(s) | | | | | | Name of Each Exchange on Which Registered | | |

| [added: Securities registered pursuant to Section 12(b) of the Act: | | |] Common stock, par value $0.01 per share | | | | | | VST | | | | | | New York Stock Exchange | | |

| [removed: Warrants | | | | | | VST.WS.A] [added: NYSE] | | | | | | New York Stock Exchange | | |

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the Vistra Corp. common stock held by non-affiliates of the registrant was [removed: $9,583,092,896] [added: $9,654,651,880] based on the closing sale price as reported on the New York Stock Exchange.

Portions of the [removed: proxy statement for the registrant's 2023 annual meeting] [added: Registrant's definitive Proxy Statement relating to its 2024 Annual Meeting] of [removed: stockholders] [added: Stockholders] are incorporated [added: by reference] in Part III of this annual report on Form 10-K.

| | | | | | | [added: | | | | | |] PAGE | | |

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| [PART [removed: II.](#i92aba4327707493292c1d721d1b677d4_34)] [added: II.](#ida5b54069f9042698477b318fcc1b47a_34)] | | | | | | | | | [added: | | | | | |]

| [Item [removed: 5.](#i92aba4327707493292c1d721d1b677d4_37)] [added: 5.](#ida5b54069f9042698477b318fcc1b47a_37)] | | | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i92aba4327707493292c1d721d1b677d4_37)] [added: SECURITIES](#ida5b54069f9042698477b318fcc1b47a_37)] | | | [removed: [50](#i92aba4327707493292c1d721d1b677d4_37)] | | | [added: | | | [49](#ida5b54069f9042698477b318fcc1b47a_37) | | |]

| [Item [removed: 6.](#i92aba4327707493292c1d721d1b677d4_40)] [added: 6.](#ida5b54069f9042698477b318fcc1b47a_40)] | | | [removed: [\[RESERVED\]](#i92aba4327707493292c1d721d1b677d4_40)] [added: [\[RESERVED\]](#ida5b54069f9042698477b318fcc1b47a_40)] | | | [removed: [51](#i92aba4327707493292c1d721d1b677d4_40)] | | | [added: | | | [50](#ida5b54069f9042698477b318fcc1b47a_40) | | |]

| [Item [removed: 7.](#i92aba4327707493292c1d721d1b677d4_43)] [added: 7.](#ida5b54069f9042698477b318fcc1b47a_43)] | | | [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL [removed: CONDITION] [added: CONDITION,] AND RESULTS OF [removed: OPERATIONS](#i92aba4327707493292c1d721d1b677d4_43)] [added: OPERATIONS](#ida5b54069f9042698477b318fcc1b47a_43)] | | | [removed: [51](#i92aba4327707493292c1d721d1b677d4_43)] | | | [added: | | | [50](#ida5b54069f9042698477b318fcc1b47a_43) | | |]

| [Item [removed: 7A.](#i92aba4327707493292c1d721d1b677d4_70)] [added: 7A.](#ida5b54069f9042698477b318fcc1b47a_70)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i92aba4327707493292c1d721d1b677d4_70)] [added: RISK](#ida5b54069f9042698477b318fcc1b47a_70)] | | | [removed: [82](#i92aba4327707493292c1d721d1b677d4_70)] | | | [added: | | | [73](#ida5b54069f9042698477b318fcc1b47a_70) | | |]

| [Item [removed: 8.](#i92aba4327707493292c1d721d1b677d4_73)] [added: 8.](#ida5b54069f9042698477b318fcc1b47a_73)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i92aba4327707493292c1d721d1b677d4_73)] [added: DATA](#ida5b54069f9042698477b318fcc1b47a_73)] | | | [removed: [89](#i92aba4327707493292c1d721d1b677d4_73)] | | | [added: | | | [77](#ida5b54069f9042698477b318fcc1b47a_73) | | |]

| [Item [removed: 9.](#i92aba4327707493292c1d721d1b677d4_166)] [added: 9.](#ida5b54069f9042698477b318fcc1b47a_163)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i92aba4327707493292c1d721d1b677d4_166)] [added: DISCLOSURE](#ida5b54069f9042698477b318fcc1b47a_163)] | | | [removed: [167](#i92aba4327707493292c1d721d1b677d4_166)] | | | [added: | | | [157](#ida5b54069f9042698477b318fcc1b47a_163) | | |]

| [Item [removed: 9A.](#i92aba4327707493292c1d721d1b677d4_169)] [added: 9A.](#ida5b54069f9042698477b318fcc1b47a_166)] | | | [CONTROLS AND [removed: PROCEDURES](#i92aba4327707493292c1d721d1b677d4_169)] [added: PROCEDURES](#ida5b54069f9042698477b318fcc1b47a_166)] | | | [removed: [167](#i92aba4327707493292c1d721d1b677d4_169)] | | | [added: | | | [157](#ida5b54069f9042698477b318fcc1b47a_166) | | |]

| [Item [removed: 9B.](#i92aba4327707493292c1d721d1b677d4_178)] [added: 9B.](#ida5b54069f9042698477b318fcc1b47a_175)] | | | [OTHER [removed: INFORMATION](#i92aba4327707493292c1d721d1b677d4_178)] [added: INFORMATION](#ida5b54069f9042698477b318fcc1b47a_175)] | | | [removed: [168](#i92aba4327707493292c1d721d1b677d4_178)] | | | [added: | | | [159](#ida5b54069f9042698477b318fcc1b47a_175) | | |]

| [Item [removed: 9C.](#i92aba4327707493292c1d721d1b677d4_181)] [added: 9C.](#ida5b54069f9042698477b318fcc1b47a_178)] | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTION](#i92aba4327707493292c1d721d1b677d4_181)] [added: INSPECTION](#ida5b54069f9042698477b318fcc1b47a_178)] | | | [removed: [168](#i92aba4327707493292c1d721d1b677d4_181)] | | | [added: | | | [159](#ida5b54069f9042698477b318fcc1b47a_178) | | |]

| [Item [removed: 10.](#i92aba4327707493292c1d721d1b677d4_187)] [added: 10.](#ida5b54069f9042698477b318fcc1b47a_184)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i92aba4327707493292c1d721d1b677d4_187)] [added: GOVERNANCE](#ida5b54069f9042698477b318fcc1b47a_184)] | | | [removed: [169](#i92aba4327707493292c1d721d1b677d4_187)] | | | [added: | | | [160](#ida5b54069f9042698477b318fcc1b47a_184) | | |]

| [Item [removed: 11.](#i92aba4327707493292c1d721d1b677d4_190)] [added: 11.](#ida5b54069f9042698477b318fcc1b47a_187)] | | | [EXECUTIVE [removed: COMPENSATION](#i92aba4327707493292c1d721d1b677d4_190)] [added: COMPENSATION](#ida5b54069f9042698477b318fcc1b47a_187)] | | | [removed: [169](#i92aba4327707493292c1d721d1b677d4_190)] | | | [added: | | | [160](#ida5b54069f9042698477b318fcc1b47a_187) | | |]

| [Item [removed: 12.](#i92aba4327707493292c1d721d1b677d4_193)] [added: 12.](#ida5b54069f9042698477b318fcc1b47a_190)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i92aba4327707493292c1d721d1b677d4_193)] [added: MATTERS](#ida5b54069f9042698477b318fcc1b47a_190)] | | | [removed: [169](#i92aba4327707493292c1d721d1b677d4_193)] | | | [added: | | | [160](#ida5b54069f9042698477b318fcc1b47a_190) | | |]

| [Item [removed: 13.](#i92aba4327707493292c1d721d1b677d4_196)] [added: 13.](#ida5b54069f9042698477b318fcc1b47a_193)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i92aba4327707493292c1d721d1b677d4_196)] [added: INDEPENDENCE](#ida5b54069f9042698477b318fcc1b47a_193)] | | | [removed: [169](#i92aba4327707493292c1d721d1b677d4_196)] | | | [added: | | | [160](#ida5b54069f9042698477b318fcc1b47a_193) | | |]

| [Item [removed: 14.](#i92aba4327707493292c1d721d1b677d4_199)] [added: 14.](#ida5b54069f9042698477b318fcc1b47a_196)] | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i92aba4327707493292c1d721d1b677d4_199)] [added: SERVICES](#ida5b54069f9042698477b318fcc1b47a_196)] | | | [removed: [169](#i92aba4327707493292c1d721d1b677d4_199)] | | | [added: | | | [160](#ida5b54069f9042698477b318fcc1b47a_196) | | |]

| Item 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i92aba4327707493292c1d721d1b677d4_205)] [added: SCHEDULES](#ida5b54069f9042698477b318fcc1b47a_202)] | | | [removed: [170](#i92aba4327707493292c1d721d1b677d4_205)] | | | [added: | | | [161](#ida5b54069f9042698477b318fcc1b47a_202) | | |]

| [Item [removed: 16.](#i92aba4327707493292c1d721d1b677d4_214)] [added: 16.](#ida5b54069f9042698477b318fcc1b47a_211)] | | | [FORM 10-K [removed: SUMMARY](#i92aba4327707493292c1d721d1b677d4_214)] [added: SUMMARY](#ida5b54069f9042698477b318fcc1b47a_211)] | | | [removed: [187](#i92aba4327707493292c1d721d1b677d4_214)] | | | [added: | | | [179](#ida5b54069f9042698477b318fcc1b47a_211) | | |]

| [removed: 2021] [added: 2022] Form [removed: 10-K] [added: 10-K] | | | | | | Vistra's annual report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] filed with the SEC on [removed: February 25, 2022] [added: March 1, 2023] | | |

| [removed: Ambit] [added: Ambit] | | | | | | Ambit Holdings, LLC, and/or its subsidiaries (d/b/a Ambit), depending on context | | |

| [removed: Ambit Transaction] [added: Ambit Transaction] | | | | | | the acquisition of Ambit by an indirect, wholly owned subsidiary of Vistra on November 1, 2019 (Ambit Acquisition Date) | | |

| [removed: ARO] [added: ARO] | | | | | | asset retirement and mining reclamation obligation | | |

| [removed: CAA] [added: CAA] | | | | | | Clean Air Act | | |

| [removed: CAISO] [added: CAISO] | | | | | | The California Independent System Operator | | |

| [removed: CCGT] [added: CCGT] | | | | | | combined cycle [added: natural] gas turbine | | |

| [removed: CCR] [added: CCR] | | | | | | coal combustion residuals | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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 | | |

| [Glossary of Terms and Abbreviations](#ida5b54069f9042698477b318fcc1b47a_10) | | | | | | | | | | | | [iii](#ida5b54069f9042698477b318fcc1b47a_10) | | |

| [Forward-Looking Statements](#ida5b54069f9042698477b318fcc1b47a_2053) | | | | | | | | | | | | [vii](#ida5b54069f9042698477b318fcc1b47a_2053) | | |

| [Industry and Market Information](#ida5b54069f9042698477b318fcc1b47a_2067) | | | | | | | | | | | | [ix](#ida5b54069f9042698477b318fcc1b47a_2067) | | |

| [PART I.](#ida5b54069f9042698477b318fcc1b47a_13) | | | | | | | | | | | | | | |

| | | | | | | [M](#ida5b54069f9042698477b318fcc1b47a_2227)[arket Discussion](#ida5b54069f9042698477b318fcc1b47a_2227) | | | | | | [1](#ida5b54069f9042698477b318fcc1b47a_2227) | | |

| | | | | | | [B](#ida5b54069f9042698477b318fcc1b47a_2197)[usiness Strategy](#ida5b54069f9042698477b318fcc1b47a_2197) | | | | | | [6](#ida5b54069f9042698477b318fcc1b47a_2197) | | |

| | | | | | | [H](#ida5b54069f9042698477b318fcc1b47a_2167)[uman Capital Resources](#ida5b54069f9042698477b318fcc1b47a_2167) | | | | | | [6](#ida5b54069f9042698477b318fcc1b47a_2167) | | |

| | | | | | | [E](#ida5b54069f9042698477b318fcc1b47a_2137)[n](#ida5b54069f9042698477b318fcc1b47a_2137)[v](#ida5b54069f9042698477b318fcc1b47a_2137)[ironmental](#ida5b54069f9042698477b318fcc1b47a_2137) [Regulations and Related Considerations](#ida5b54069f9042698477b318fcc1b47a_2137) | | | | | | [9](#ida5b54069f9042698477b318fcc1b47a_2137) | | |

| | | | | | | [C](#ida5b54069f9042698477b318fcc1b47a_2107)[orporate Information](#ida5b54069f9042698477b318fcc1b47a_2107) | | | | | | [17](#ida5b54069f9042698477b318fcc1b47a_2107) | | |

| | | | | | | [Available Information](#ida5b54069f9042698477b318fcc1b47a_2258) | | | | | | [17](#ida5b54069f9042698477b318fcc1b47a_2258) | | |

| [Item 1C.](#ida5b54069f9042698477b318fcc1b47a_2019) | | | [CYBERSECURITY](#ida5b54069f9042698477b318fcc1b47a_2019) | | | | | | | | | [45](#ida5b54069f9042698477b318fcc1b47a_2019) | | |

| | | | | | | [Significant Activities and Events, and Items Influencing Future Performance](#ida5b54069f9042698477b318fcc1b47a_49) | | | | | | [50](#ida5b54069f9042698477b318fcc1b47a_49) | | |

| | | | | | | [C](#ida5b54069f9042698477b318fcc1b47a_55)[ritical Accounting Estimates](#ida5b54069f9042698477b318fcc1b47a_55) | | | | | | [55](#ida5b54069f9042698477b318fcc1b47a_55) | | |

| | | | | | | [R](#ida5b54069f9042698477b318fcc1b47a_58)[esults of Operations](#ida5b54069f9042698477b318fcc1b47a_58) | | | | | | [59](#ida5b54069f9042698477b318fcc1b47a_58) | | |

| | | | | | | [F](#ida5b54069f9042698477b318fcc1b47a_61)[inancial Condition](#ida5b54069f9042698477b318fcc1b47a_61) | | | | | | [67](#ida5b54069f9042698477b318fcc1b47a_61) | | |

| | | | | | | [C](#ida5b54069f9042698477b318fcc1b47a_64)[ommit](#ida5b54069f9042698477b318fcc1b47a_64)[ments and Contingencies](#ida5b54069f9042698477b318fcc1b47a_64) | | | | | | [72](#ida5b54069f9042698477b318fcc1b47a_64) | | |

| | | | | | | [Changes in Accounting Standards](#ida5b54069f9042698477b318fcc1b47a_67) | | | | | | [72](#ida5b54069f9042698477b318fcc1b47a_67) | | |

| | | | | | | [Consolidated Statements of Operations](#ida5b54069f9042698477b318fcc1b47a_79) | | | | | | [79](#ida5b54069f9042698477b318fcc1b47a_79) | | |

| | | | | | | [Consolidated Statements of Comprehensive Income (Loss)](#ida5b54069f9042698477b318fcc1b47a_82) | | | | | | [79](#ida5b54069f9042698477b318fcc1b47a_82) | | |

| | | | | | | [Consolidated Statements of Cash Flows](#ida5b54069f9042698477b318fcc1b47a_85) | | | | | | [80](#ida5b54069f9042698477b318fcc1b47a_85) | | |

| | | | | | | [Consolidated Balance Sheets](#ida5b54069f9042698477b318fcc1b47a_88) | | | | | | [82](#ida5b54069f9042698477b318fcc1b47a_88) | | |

| | | | | | | [Consolidated Statement of Changes in Equity](#ida5b54069f9042698477b318fcc1b47a_91) | | | | | | [84](#ida5b54069f9042698477b318fcc1b47a_91) | | |

| | | | | | | [Notes to Consolidated Financial Statements:](#ida5b54069f9042698477b318fcc1b47a_94) | | | | | | [85](#ida5b54069f9042698477b318fcc1b47a_94) | | |

| | | | | | | | | | [1. Business and Significant Accounting Policies](#ida5b54069f9042698477b318fcc1b47a_97) | | | [85](#ida5b54069f9042698477b318fcc1b47a_97) | | |

| | | | | | | | | | [2. Transaction Agreement](#ida5b54069f9042698477b318fcc1b47a_1986) | | | [91](#ida5b54069f9042698477b318fcc1b47a_1986) | | |

| | | | | | | | | | [3. Development of Generation Facilities](#ida5b54069f9042698477b318fcc1b47a_100) | | | [93](#ida5b54069f9042698477b318fcc1b47a_100) | | |

| | | | | | | | | | [4. Retirement of Generation Facilities](#ida5b54069f9042698477b318fcc1b47a_103) | | | [94](#ida5b54069f9042698477b318fcc1b47a_103) | | |

| | | | | | | | | | [5. Revenue](#ida5b54069f9042698477b318fcc1b47a_106) | | | [95](#ida5b54069f9042698477b318fcc1b47a_106) | | |

| | | | | | | | | | [6. Goodwill and Identifiable Intangible Assets and Liabilities](#ida5b54069f9042698477b318fcc1b47a_112) | | | [99](#ida5b54069f9042698477b318fcc1b47a_112) | | |

| | | | | | | | | | [7. Income Taxes](#ida5b54069f9042698477b318fcc1b47a_115) | | | [102](#ida5b54069f9042698477b318fcc1b47a_115) | | |

| | | | | | | | | | [8. Tax Receivable Agreement Obligation](#ida5b54069f9042698477b318fcc1b47a_118) | | | [105](#ida5b54069f9042698477b318fcc1b47a_118) | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | [9. Earnings Per Share](#ida5b54069f9042698477b318fcc1b47a_124) | | | [107](#ida5b54069f9042698477b318fcc1b47a_124) | | |

| | | | | | | | | | [10. Accounts Receivable Financing](#ida5b54069f9042698477b318fcc1b47a_127) | | | [107](#ida5b54069f9042698477b318fcc1b47a_127) | | |

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

As of February 23, 2023, there were 381,453,001 shares of common stock, par value $0.01, outstanding of Vistra Corp.

| [Glossary](#i92aba4327707493292c1d721d1b677d4_10) | | | | | | [ii](#i92aba4327707493292c1d721d1b677d4_10) | | |

| [PART I.](#i92aba4327707493292c1d721d1b677d4_13) | | | | | | | | |

| [PART III.](#i92aba4327707493292c1d721d1b677d4_184) | | | | | | | | |

| [PART IV.](#i92aba4327707493292c1d721d1b677d4_202) | | | | | | | | |

| [Signatures](#i92aba4327707493292c1d721d1b677d4_217) | | | | | | [188](#i92aba4327707493292c1d721d1b677d4_217) | | |

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.

GLOSSARY

| CARES Act | | | | | | Coronavirus Aid, Relief, and Economic Security Act | | |

| IRC | | | | | | Internal Revenue Code of 1986, as amended | | |

| 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 | | |

| NJEA | | | | | | North Jersey Energy Associates, A Limited Partnership | | |

| NYSE | | | | | | New York Stock Exchange | | |

| PrefCo | | | | | | Vistra Preferred Inc. | | |

| PURA | | | | | | Texas Public Utility Regulatory Act | | |

| 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 | | |

| 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 | | |

| U.S. | | | | | | United States of America | | |

| Vistra | | | | | | Vistra 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 Zero | | | | | | Vistra Zero LLC | | |

The Company has a cybersecurity and incident response program designed to assess, identify, and manage material risks from cybersecurity threats, including matters related to the cybersecurity of the Company's critical infrastructure, data, or information technology systems and the Company's actions to prepare for, identify, assess, respond, mitigate and remediate material cyber, information security, or technology risks (collectively referred to as Information Security).

This program includes:

- operating a Cyber Security Operations Center;

- raising employee awareness through annual general and job-specific cybersecurity trainings and employee phishing simulations;

- maintaining defined cyber incident response plans;

- enhancing security measures to protect our systems and data;

- evolving monitoring capabilities to improve early detection and rapid response to potential cyber threats; and

- adapting to new work environments that include off-site work through mitigation of remote network risk to our internal systems, assets, or data.

Cybersecurity represents an important component of the Company's overall approach to enterprise risk management and is integrated into the risk management process and ongoing assessment.

In addition to an internal security program, we strive to stay ahead of the threat landscape by working to conduct due diligence on key third-party vendors' Information Security programs and risks.

We make strategic investments in our perimeter and internal defenses, cyber security operations center, and regulatory compliance activities with the advice of consultants and third parties.

Moreover, to minimize risk, we maintain an insurance policy that provides coverage for matters relating to Information Security.

Vistra's Chief Information Officer (CIO) ensures Information Security is built into the Company's larger technology strategy and oversees our Chief Information Security Officer (CISO).

Our CISO and his Information Security team are responsible for leading the enterprise-wide information security strategy, policy, standards, architecture, and processes and our Cyber Incident Response Teams under the CISO are responsible for monitoring and analyzing the Company's cybersecurity posture in partnership with Risk and Legal.

The CIO and CISO collaborate with our internal audit department and external consultants to review information technology-related risks (based upon the National Institute of Standards and Technology (NIST) Cybersecurity Framework) as part of the overall Vistra cyber risk management process.

Through these processes, the CIO and CISO are informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity threats.

We also participate in industry groups and with regulators to gain additional knowledge, including, but not limited to, the Federal Bureau of Investigation, U.S. Cybersecurity and Infrastructure Security Agency, U.S. Department of Homeland Security, Electricity Information Sharing and Analysis Center, U.S. Cyber Emergency Response Team, the NRC and NERC.

We apply the knowledge gained through industry partnerships, government organizations, external cyber risk platforms, and program maturity assessments to improve our processes to detect and mitigate cyber threats.

As of the date of this report, we have not identified any impacts from cybersecurity threats, including those from any previous cybersecurity incidents, that have materially affected our results of operation or financial condition.

However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.

For additional information on risks from cybersecurity threats, see Item 1A.

*Risk Factors*.

While the Board has established a separate Risk and Sustainability Committee to oversee enterprise risk processes, the Board maintains oversight of Vistra's Information Security.

Vistra engaged a third-party advisor to provide cybersecurity oversight and tabletop training to the full Board in 2023 to further our commitment to responsible oversight of cybersecurity risk management.

At least quarterly, our CIO reports to the Board on our Information Security program, including cybersecurity risks and threats (including the emerging threat landscape), an assessment of our Information Security program, and the status of projects to strengthen our Information Security program.

In furtherance of our commitment to responsible oversight of cybersecurity risk management, in 2023, the Board appointed a director who brings extensive cybersecurity expertise to the Board.

Our CIO serves as head of Vistra's Technology Services and is responsible for ensuring the reliability, security, and continued development of the Company's technology platforms and delivering new solutions to support the business.

The CIO has served in various senior information technology roles in public companies for over 30 years, including Keurig Dr. Pepper Inc., General Motors, Pfizer, and Electronic Data Systems.

Our CISO also has over 35 years of information technology experience.

He is a 10-year U.S. Air Force veteran and has held technology positions in infrastructure management and operations with Raytheon and Blockbuster.

He also maintains Certified Information Systems Security Professional (CISSP) and Certified Information Security Manager (CISM) certifications.

| Facility | | | | | | Location | | | | | | ISO/RTO | | | | | | Technology | | | | | | Primary [removed: Fuel (a)] [added: Fuel] | | | | | | Net Capacity (MW) [removed: (b)] [added: (a)] | | | | | | | | |

| Comanche Peak [added: (b)] | | | | | | Glen Rose, TX | | | | | | ERCOT | | | | | | Nuclear | | | | | | Nuclear | | | | | | 2,400 | | | | | | | | |

| Upton 2 | | | | | | Upton County, TX | | | | | | ERCOT | | | | | | Solar/Battery | | | | | | Renewable | | | | | | [removed: 180] [added: 190] | | | | | | | | |

| [removed: Total] [added: Total] Texas [removed: Segment] [added: Segment] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 18,141] [added: 18,151] | | | | | | | | |

| Richland [added: (c)] | | | | | | Defiance, OH | | | | | | PJM | | | | | | CT | | | | | | Natural Gas | | | | | | 423 | | | | | | | | |

| Stryker [added: (c)] | | | | | | Stryker, OH | | | | | | PJM | | | | | | CT | | | | | | Fuel Oil | | | | | | 16 | | | | | | | | |

| [removed: Total] [added: Total] East [removed: Segment] [added: Segment] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 12,093] [added: 12,093] | | | | | | | | |

| Moss Landing | | | | | | Moss Landing, CA | | | | | | CAISO | | | | | | Battery | | | | | | Renewable | | | | | | [removed: 400] [added: 750] | | | | | | | | |

| [removed: Total] [added: Total] West [removed: Segment] [added: Segment] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,530] [added: 1,880] | | | | | | | | |

| [removed: Total] [added: Total] Sunset [removed: Segment] [added: Segment] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 5,163] [added: 4,578] | | | | | | | | |

| [removed: Total capacity] [added: Total capacity] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 36,927] [added: 36,702] | | | | | | | | |

[removed: (b)Approximate] [added: (a)Approximate] net generation capacity.

See Note [removed: 2] [added: 3] to the Financial Statements for discussion of our solar and battery energy storage projects currently under development and Note [removed: 3] [added: 4] to the Financial Statements for discussion of our retirement of certain generation [removed: facilities.][added: facilities, including the Zimmer, Joppa and Edwards generation facilities that we retired in June 2022, September 2022 and January 2023, respectively, that are reported in our Asset Closure segment and excluded from the table above.]

As of December 31, [removed: 2022,] [added: 2023,] Vistra had long-term agreements to procure renewable energy credits from approximately 885 MW of renewable generation.

The following table presents our asset fleet as of December 31, 2023 by segment.

All of our facilities are 100% (fee simple) owned.

| Texas Segment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Facility | | | | | | Location | | | | | | ISO/RTO | | | | | | Technology | | | | | | Primary Fuel | | | | | | Net Capacity (MW) (a) | | | | | | | | |

| East Segment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| West Segment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Sunset Segment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(b)In October 2022, we announced the submission of our application to the NRC for license renewal at our two-unit Comanche Peak Nuclear Plant.

The current licenses for Units 1 and 2 extend into 2030 and 2033, respectively, and we are applying to renew the licenses into 2050 and 2053, respectively.

(c)We have entered into an agreement to sell the Richland and Stryker generation facilities, and closing is expected in early March 2024.

Luminant's asset fleet as of December 31, 2022, all of which are 100% (fee simple) owned, consists of power generation and battery ESS units in six ISOs/RTOs, with the location, ISO/RTO, technology, primary fuel type and net capacity for each generation facility shown in the table below:

| Edwards (c) | | | | | | Bartonville, IL | | | | | | MISO | | | | | | ST | | | | | | Coal | | | | | | 585 | | | | | | | | |

(a)Renewable represents generation assets fueled by renewable sources including energy storage and solar, which do not have significant fuel costs.

(c)Final day of operation was December 31, 2022.

Retired on January 1, 2023.

*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 1,200 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 occurred 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 94%, 96% and 97% in 2022, 2021 and 2020, respectively.

We have contracts in place for all of our 2023 through 2025 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.

*Natural Gas* *—* Our natural gas-fueled generation fleet is comprised of 23 CCGT generating facilities totaling 19,512 MW and 11 peaking generation facilities totaling 4,801 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.

*Coal/Lignite* *—* Our coal/lignite-fueled generation fleet is comprised of eight generation facilities totaling 9,013 MW of generation capacity, including the 585 MW Edwards facility that was retired on January 1, 2023.

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 and coal purchased and transported by railcar at the Coleto Creek and Martin Lake generation facilities.

[removed: Since May 10, 2017,] Vistra's common stock [removed: has been] [added: is] listed [added: and traded] on the NYSE under the symbol "VST".

[removed: Each dividend under the program is subject to] [added: The] declaration [removed: by] [added: and payment of future dividends, however, will be at] the [added: discretion of the] Board [removed: and, thus, may be subject to] [added: and will depend on] numerous factors in existence at the time of any such declaration including, but not limited to, prevailing market conditions, Vistra's results of operations, financial condition and liquidity, Delaware law and contractual limitations.

The performance graph below compares Vistra's cumulative total return on common stock [removed: for] [added: during] the [added: five-year] period from [removed: May 10, 2017 (the date we were listed on the NYSE)] [added: December 31, 2018] through December 31, [removed: 2022] [added: 2023] 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 [removed: May 10, 2017] [added: December 31, 2018] in Vistra's common stock, the S&P 500 and the S&P Utilities, and that all dividends were reinvested.

[removed: ][added: ]

| [added: Period] | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of a Publicly Announced Program | | | | | | Maximum Dollar Amount of Shares that may yet be Purchased under the Program (in millions) | | |

In August 2022, [added: March 2023 and February 2024,] the Board authorized [removed: an] incremental [added: amounts of] $1.25 [added: billion, $1.0] billion [added: and $1.5 billion, respectively,] for repurchases to bring the total authorized under the Share Repurchase Program to [removed: $3.25] [added: $5.75] billion.

We expect to complete repurchases under the Share Repurchase Program by the end of [removed: 2023.][added: 2025.]

See Note [removed: 13] [added: 15] to the Financial Statements for more information concerning the Share Repurchase Program.

As of February 23, 2024, there were 472 stockholders of record.

The Board has authority to declare dividends to the holders of our common stock.

The Board intends to continue the payment of dividends to the holders of the Company's common stock in the future.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2018 | | | | | | 2019 | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | |

| Vistra Corp. | | | $ | 100.00 | | | | | $ | 102.48 | | | | | $ | 90.41 | | | | | $ | 108.08 | | | | | $ | 113.57 | | | | | $ | 193.89 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 131.47 | | | | | $ | 155.65 | | | | | $ | 200.59 | | | | | $ | 163.98 | | | | | $ | 207.04 | |

| S&P Utilities | | | $ | 100.00 | | | | | $ | 126.35 | | | | | $ | 127.01 | | | | | $ | 149.46 | | | | | $ | 151.79 | | | | | $ | 141.05 | |

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Purchases of Equity Securities by the Issuer

The following table provides information about our repurchase of common stock, during the three months ended December 31, 2023.

| October 1 - October 31, 2023 | | | | | | 4,246,310 | | | | | | $ | 32.15 | | | | | 4,246,310 | | | | | | $ | 993 | |

| November 1 - November 30, 2023 | | | | | | 3,682,876 | | | | | | $ | 34.81 | | | | | 3,682,876 | | | | | | $ | 865 | |

| December 1 - December 31, 2023 | | | | | | 3,061,650 | | | | | | $ | 37.55 | | | | | 3,061,650 | | | | | | $ | 750 | |

| For the quarter ended December 31, 2023 | | | | | | 10,990,836 | | | | | | $ | 34.54 | | | | | 10,990,836 | | | | | | $ | 750 | |

As of February 23, 2023, there were 381,453,001 shares of common stock issued and outstanding and 554 stockholders of record.

In November 2018, we announced that the Board had adopted a common stock 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 2023, our Board declared a quarterly dividend of $0.1975 per share that will be paid in March 2023.

For additional details, see Item 1A.

*Risk Factors* and Note 13 to the Financial Statements.

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, 2022.

| October 1 - October 31, 2022 | | | | | | 6,876,619 | | | | | | $ | 22.01 | | | | | 6,876,619 | | | | | | $ | 1,197 | |

| November 1 - November 30, 2022 | | | | | | 6,022,173 | | | | | | $ | 23.46 | | | | | 6,022,173 | | | | | | $ | 1,055 | |

| December 1 - December 31, 2022 | | | | | | 2,112,632 | | | | | | $ | 23.91 | | | | | 2,112,632 | | | | | | $ | 1,005 | |

| For the quarter ended December 31, 2022 | | | | | | 15,011,424 | | | | | | $ | 22.86 | | | | | 15,011,424 | | | | | | $ | 1,005 | |

Under the Share Repurchase Program, any purchases of shares of the Company's stock may be repurchased from time to time 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 certificate of designation of the Series A Preferred Stock and the Series B Preferred Stock, respectively.

We have audited the accompanying consolidated balance sheets of Vistra Corp. and [removed: its] subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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, [removed: 2022,] [added: 2023,] and the related notes and the schedule listed in the Index at Item 15(b) (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, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control—Integrated [removed: Framework* *(2013)*] [added: Framework (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated [removed: March 1, 2023,] [added: February 28, 2024,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the [removed: current period] [added: current-period] audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] 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 [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: Tax Receivable Agreement Obligation — Refer to Notes 1 and 7 to the financial statements][added: 8.TAX RECEIVABLE AGREEMENT OBLIGATION]

Fair Value Measurements — [added: Certain Complex] Level 3 Derivative Assets and Liabilities — Refer to Notes 1 and [removed: 14] [added: 16] to the financial statements

The Company has [added: derivative] assets and liabilities whose fair values are based on complex proprietary models and/or unobservable inputs.

These financial instruments can span a broad array of [removed: product types and generally] [added: contract types, some of which] include [added: especially complex valuations due to unique contract terms and significant judgement by management in estimating prices or volumes, including] (1) power purchases and sales that include power and heat rate positions; (2) physical power and natural gas [removed: options, spread options,] [added: options] and swaptions; (3) forward purchase contracts for [removed: power, natural gas, coal, environmental allowances,] congestion revenue [removed: rights and financial transmission] rights; and (4) retail sales contracts.

As of December 31, [added: 2023 and] 2022, the [added: Vistra OPEB plan assets measured at] fair value [removed: of the Level 3 derivative assets and liabilities] totaled [removed: $791] [added: $12] million and [removed: $2,010] [added: $29] million, respectively.

Given management uses complex proprietary models and/or unobservable inputs to estimate the fair value of [added: the aforementioned] Level 3 derivative assets and liabilities, performing audit procedures to evaluate the reasonableness of the fair value of Level 3 derivative assets and liabilities 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.

- We tested the effectiveness of controls over derivative asset and liability valuations, including controls related to [removed: verification] [added: appropriate application] of illiquid price curves and other significant unobservable valuation inputs.

- We obtained the Company's complete listing of derivative assets and liabilities and related fair values as of December 31, [removed: 2022,] [added: 2023,] to [removed: confirm our] [added: obtain an] understanding of the types of instruments outstanding.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Operating revenues (Note [removed: 4)] [added: 5)] | | | $ | [removed: 13,728] [added: 14,779] | | | | | $ | [removed: 12,077] [added: 13,728] | | | | | $ | [removed: 11,443] [added: 12,077] | |

| Fuel, purchased power costs and delivery fees | | | [removed: (10,401)] [added: (7,557)] | | | | | | [removed: (9,169)] [added: (10,401)] | | | | | | [removed: (5,174)] [added: (9,169)] | | |

| Operating costs | | | [removed: (1,645)] [added: (1,702)] | | | | | | [removed: (1,559)] [added: (1,645)] | | | | | | [removed: (1,622)] [added: (1,559)] | | |

| Depreciation and amortization | | | [removed: (1,596)] [added: (1,502)] | | | | | | [removed: (1,753)] [added: (1,596)] | | | | | | [removed: (1,737)] [added: (1,753)] | | |

| Selling, general and administrative expenses | | | [removed: (1,189)] [added: (1,308)] | | | | | | [removed: (1,040)] [added: (1,189)] | | | | | | [removed: (1,035)] [added: (1,040)] | | |

| Impairment of long-lived and other assets | | | [removed: (74)] [added: (49)] | | | | | | [removed: (71)] [added: (74)] | | | | | | [removed: (356)] [added: (71)] | | |

| Operating income (loss) | | | [removed: (1,177)] [added: 2,661] | | | | | | [removed: (1,515)] [added: (1,177)] | | | | | | [removed: 1,519] [added: (1,515)] | | |

| Other income (Note [removed: 20)] [added: 22)] | | | [removed: 117] [added: 257] | | | | | | [removed: 140] [added: 117] | | | | | | [removed: 34] [added: 140] | | |

| Other deductions (Note [removed: 20)] [added: 22)] | | | [removed: (4)] [added: (14)] | | | | | | [removed: (16)] [added: (4)] | | | | | | [removed: (42)] [added: (16)] | | |

| Interest expense and related charges (Note [removed: 20)] [added: 22)] | | | [removed: (368)] [added: (740)] | | | | | | [removed: (384)] [added: (368)] | | | | | | [removed: (630)] [added: (384)] | | |

| Impacts of Tax Receivable Agreement (Note [removed: 7)] [added: 8)] | | | [removed: (128)] [added: (164)] | | | | | | [removed: 53] [added: (128)] | | | | | | [removed: 5] [added: 53] | | |

| Net income (loss) before income taxes | | | [removed: (1,560)] [added: 2,000] | | | | | | [removed: (1,722)] [added: (1,560)] | | | | | | [removed: 890] [added: (1,722)] | | |

| Income tax (expense) benefit (Note [removed: 6)] [added: 7)] | | | [removed: 350] [added: (508)] | | | | | | [removed: 458] [added: 350] | | | | | | [removed: (266)] [added: 458] | | |

| Net income (loss) | | | [removed: (1,210)] [added: 1,492] | | | | | | [removed: (1,264)] [added: (1,210)] | | | | | | [removed: 624] [added: (1,264)] | | |

| Net (income) loss attributable to noncontrolling interest | | | [removed: (17)] [added: 1] | | | | | | [removed: (10)] [added: (17)] | | | | | | [removed: 12] [added: (10)] | | |

| Net income (loss) attributable to Vistra | | | [removed: (1,227)] [added: 1,493] | | | | | | [removed: (1,274)] [added: (1,227)] | | | | | | [removed: 636] [added: (1,274)] | | |

| Cumulative dividends attributable to preferred stock | | | (150) | | | | | | [removed: (21)] [added: (150)] | | | | | | [removed: —] [added: (21)] | | |

| Net income (loss) attributable to Vistra common stock | | | $ | [removed: (1,377)] [added: 1,343] | | | | | $ | [removed: (1,295)] [added: (1,377)] | | | | | $ | [removed: 636] [added: (1,295)] | |

| Basic | | | [removed: 422,447,074] [added: 369,771,359] | | | | | | [removed: 482,214,544] [added: 422,447,074] | | | | | | [removed: 488,668,263] [added: 482,214,544] | | |

| Diluted | | | [removed: 422,447,074] [added: 375,193,110] | | | | | | [removed: 482,214,544] [added: 422,447,074] | | | | | | [removed: 491,090,468] [added: 482,214,544] | | |

| Basic | | | $ | [removed: (3.26)] [added: 3.63] | | | | | $ | [removed: (2.69)] [added: (3.26)] | | | | | $ | [removed: 1.30] [added: (2.69)] | |

| Diluted | | | $ | [removed: (3.26)] [added: 3.58] | | | | | $ | [removed: (2.69)] [added: (3.26)] | | | | | $ | [removed: 1.30] [added: (2.69)] | |

| Net income (loss) | | | $ | [removed: (1,210)] [added: 1,492] | | | | | $ | [removed: (1,264)] [added: (1,210)] | | | | | $ | [removed: 624] [added: (1,264)] | |

| Effects related to pension and other retirement benefit obligations (net of tax expense [removed: (benefit)] of [removed: $7, $9] [added: $—, $7] and [removed: $(5))] [added: $9)] | | | [removed: 23] [added: (1)] | | | | | | [removed: 32] [added: 23] | | | | | | [removed: (18)] [added: 32] | | |

| Total other comprehensive income (loss) | | | [removed: 23] [added: (1)] | | | | | | [removed: 32] [added: 23] | | | | | | [removed: (18)] [added: 32] | | |

| Net income (loss) | | | $ | 1,492 | | | | | $ | (1,210) | | | | | $ | (1,264) | |

| Gain on TRA settlement | | | (29) | | | | | | — | | | | | | — | | |

| Other — net liabilities | | | (243) | | | | | | (330) | | | | | | 235 | | |

| Proceeds from sales of property, plant and equipment | | | 115 | | | | | | 78 | | | | | | 30 | | |

| Margin deposits posted under affiliate financing agreement (Note 11) | | | 439 | | | | | | — | | |

| Margin deposits financing with affiliate (Note 11) | | | 439 | | | | | | — | | |

| Series C Preferred Stock issued | | | 476 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 476 | | | | | | — | | | | | | 476 | | |

| Stock repurchases | | | | | | | | | | | | | | | (1,267) | | | | | | | | | | | | | | | | | | | | | | | | (1,267) | | | | | | | | | | | | (1,267) | | |

| Dividends declared on preferred stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (150) | | | | | | — | | | | | | (150) | | | | | | — | | | | | | (150) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balances at December 31, 2023 | | | $ | 2,476 | | | | | $ | 5 | | | | | $ | (4,662) | | | | | $ | 10,095 | | | | | $ | (2,613) | | | | | $ | 6 | | | | | $ | 5,307 | | | | | $ | 15 | | | | | $ | 5,322 | |

Transaction Agreement

On March 6, 2023, Vistra Operations and Merger Sub entered into a transaction agreement (Transaction Agreement) with Energy Harbor pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub will be merged with and into Energy Harbor, with Energy Harbor surviving as an indirect subsidiary of Vistra (Merger, and collectively with the other transactions contemplated by the Transaction Agreement, the Transactions).

The Transaction Agreement, the Merger and the other Transactions were approved by each of Vistra's board of directors (Board) and Energy Harbor's board of directors.

On February 16, 2024, we received approval from FERC to acquire Energy Harbor.

FERC's approval was the last regulatory approval needed, and we anticipate closing on March 1, 2024.

See Note 2 for more information concerning the Transaction Agreement.

See Note 8 for information on the 2024 TRA Rights repurchases and tender offer, Note 12 for information on the January 2024 Senior Secured Notes Tender Offer and Note 15 for information on the February 2024 declaration of common and preferred stock dividends and the additional $1.5 billion authorization under the Share Repurchase Program.

Significant Accounting Policies

Certain prior period amounts have been reclassified to conform with the current year presentation.

As of both December 31, 2023 and 2022, deferred tax assets related to these credits totaled $70 million.

See Note 22.

See Note 22.

See Note 22.

See Note 15.

Adoption of Accounting Standards Issued in 2023

Improvements to Reportable Segment Disclosures — In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, *Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures*, to improve the disclosures about reportable segments and add more detailed information about a reportable segment's expenses.

The amendments in the ASU require public entities to disclose on an annual and interim basis significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, other segment items by reportable segment, the title and position of the CODM, and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU does not change the definition of a segment, the method for determining segments, the criteria for aggregating operating segments into reportable segments, or the current specifically enumerated segment expenses that are required to be disclosed.

The Company will adopt the amendments in this ASU for its fiscal year ended December 31, 2024 and interim periods within its fiscal year ended December 31, 2025.

The amendment will be applied retrospectively to all prior periods presented.

We are currently evaluating the impact this ASU will have on our consolidated financial statements and related disclosures.

Improvements to Income Tax Disclosures — In December 2023, the FASB issued ASU No. 2023-09 (ASU 2023-09), *Income Taxes (Topic 740): Improvements to Income Tax Disclosures* to enhance the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis.

Early adoption is permitted.

As the amendments apply to income tax disclosures only, the Company does not expect adoption to have a material impact on our consolidated financial statements.

Facilitation of the Effects of Reference Rate Reform on Financial Reporting

Disclosures by Business Entities about Government Assistance

In November 2021, the Financial Accounting Standards Board issued ASU 2021-10, *Government Assistance (Topic 832) Disclosures by Business Entities about Government Assistance*.

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 35 years.

Changes to either the estimated timing or amount of expected TRA payments impact the carrying value of the obligation.

As of December 31, 2022, the carrying value of the TRA obligation totaled $522 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.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the evaluation of 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 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